JEWEL OF PERSIA, Inc.
context clearly indicates a different meaning thereof, the terms used
herein, shall have the meaning specified in the Article.
The term “Articles”
shall mean the articles of incorporation of the Jewel of Persia, Inc.
(JOP), a Persian Cultural Center, which are or shall be filed in the
office of the Secretary of the State of California.
JEWEL OF PERSIA, Inc. (JOP)
The term “JOP”
shall mean and refer to the Jewel of Persia, Inc., and its successors
and/or assignees, incorporated as a “Nonprofit”
corporation under the laws of the State of California.
The term “Board”
shall mean the Board of Directors of JOP.
The term “Bylaws”
shall mean the Bylaws of JOP, which are or shall be adopted by the
term “President” shall mean the President of JOP
term “Treasurer” shall mean the Treasurer of JOP
term “Secretary” shall mean the Secretary of JOP
The term “Vice
President” shall mean the Vice President of JOP
The term “Officers”
shall mean the Officers of JOP
The principal office of the
corporation for the transaction of its business is currently located
at County of Orange, California.
CHANGE OF ADDRESS
county of the corporation’s principal office can be changed only by
amendment of these Bylaws and not otherwise. The Board may; however,
change the principal office location within the named county by
noting the changed address and effective date below, and such changes
of address shall not be deemed an amendment to these Bylaws.
The corporation may also have
offices at such other places within or outside the State of
California, where it is qualified to do business, as its business
requires and as the Board of Directors may, from time to time,
corporation is a “Nonprofit” “Public
Benefit” corporation under the nonprofit public
benefit corporation laws. The purpose of this corporation is to
engage in any lawful act or activity for which a corporation may be
organized under such laws. The primary objectives of this corporation
JEWEL OF PERSIA, A PERSIAN CULTURAL CENTER
To establish a Persian
Cultural Center, “Jewel of Persia”, JOP shall
acquire a parcel of land (10 to 15 acres) in Orange County and then
design, construct, and operate the Center. The purpose of this Center
will be to promote Persian history, literature, arts & crafts,
and music within the meaning of Section 23701(e) of the revenue and
taxation code of the State of California and Section 501(c)(3) of the
Internal Revenue Code.
JOP shall provide an
educational forum for the Persian-Americans, Americans, and other
ethnicities to gather and foster the introduction and discussion of
Persian culture, literature, arts, and music. If possible, JOP may
establish a scholarship program to provide financial assistance for
arts and science students.
The property, assets, profits, and net income are dedicated
irrevocably to the purpose set forth in Article-III above. No part
of the profits or net earnings of this corporation shall ever inure
to the benefit of any of its Directors, Trustees, Corporate
Officers, Members (if any), employees, or to the benefit of any
Upon the winding up and dissolution of this corporation, after
paying or adequately providing for the payment of the debts,
obligations, and liabilities of the corporation, the remaining
assets of this corporation shall be distributed to a nonprofit fund,
foundation, or corporation which is organizes and operated
exclusively by The JOP, Inc., and which has established its
tax-exempt status under Section 501(c)(3) of the Internal Revenue
Code of 1954 (or the corresponding provision of any future United
States Internal Revenue Laws).
ARTICLE-IV BOARD OF DIRECTORS
NUMBER OF DIRECTORS
The corporation shall have
Seven (7) Honorary Board of Directors (BOD). All BOD members shall
volunteer their times and their efforts and shall not receive
financial compensations for their services during their terms. The
President of JOP shall be one of the Board members. The number of
Directors may be changed by amendment of these Bylaws, as provided in
ARTICLE-IV BOARD OF DIRECTORS
JOP at any time may establish
one or more temporary or permanent “Advisory Boards”. A 2/3
majority-vote of the Board shall be required for the creation and
dissolution of the Advisory Boards as well as the appointment or
removal of any Advisory Board members. Members of the Advisory Boards
shall not have any voting rights. Upon unanimous approval of the
Board, members of the Advisory Board may be financially compensated
for their services.
Subject to the provisions of
the California Non-Profit Public Benefit Corporation Laws and any
limitations in the Articles of Incorporation and Bylaws relating to
the action required or permitted to be taken to this corporation, the
activities and affairs of this corporation shall be conducted and all
corporate powers shall be exercised by or under the direction of the
Board of Directors.
DUTIES OF BOARD OF DIRECTORS
It shall be the duty of the
Board of Directors to:
any and all duties imposed on them collectively or individually by
Law, by the Articles of Incorporation of JOP Corporation, or by
direction and long-term planning for the JOP Corporation.
Officers of JOP shall be selected from the Board members and by the
majority of the Board.
The President shall preside at all Board meetings. He/she shall
preserve order, put all proper motions before the Board meeting if
duly seconded, and decide all questions of order. If the President
is unable to attend, the Treasurer, Secretary, or one of the Vice
Presidents shall preside over the Board meeting, respectively. The
President shall co-sign all JOP checks along with the Treasurer.
The Treasurer shall co-sign all the JOP checks along with the
President. The Treasurer shall be responsible for the preparation
and presentation of JOP’s quarterly financial reports to the
The Secretary shall be responsible for recording the minutes of all
Board meetings. The Secretary shall be also responsible for
communicating all of the Board’s actions on a bi-weekly basis to
the JOP’s Board members.
board Members: The duties of the Vice presidents and all
other Board members shall be defined and approved by the majority
vote of the Board and a copy of that approval shall become part of
the corporate binder.
Board Members: All Board members shall be knowledgeable of
all activities of JOP and ensure compliance of their activities with
the charter of JOP. All Board members shall be present at JOP’s
Board meetings and shall perform all other duties as may be
reasonably assigned to them by the Board.
If and when necessary,
revise and update JOP’s Bylaws and Operating Procedures.
ARTICLE-IV BOARD OF DIRECTORS
DUTIES OF ADVISORY BOARD MEMBERS
Advisory Board members shall
have the following duties:
and participate in the Board meetings.
Each member shall
individually take full responsibility for the planning and
implementation of one or more JOP’s yearly activities such as
fundraising events, advertising, community networking, Center’s
operation, and etc.
TERM OF OFFICE
Director shall hold office for Three (3) years beginning the first
day of Persian New Year, March 21st as specified in these
Bylaws, and hold office until his/her successor is selected and
qualified by the Board of Directors. The first term is up on March
Each Advisory Board
member shall hold office for Two (2) years from the date of his/her
appointment by the Board. The first term of Advisory Board end at
Mach 20, 2004.
SELECTIONS AND APPOINTMENTS
candidates for the Board of Directors must have been outstanding
members of respective Persian community with excellent reputation
and without any strong political, racial, or religious believes that
may have a negative affect on the JOP’s activities. The candidates
must also make a commitment to volunteer a minimum of four (4) hours
of their time per week to perform their duties as specified herein.
Candidates for the JOP’s Board shall not have any financial
interests in operation of the JOP. All candidates must register
their candidacy on or before February 21st of the
election year. The outgoing Board of Directors will select the new
Board members by 2/3-majority vote.
Advisory Board members
shall be appointed by the 2/3-majority vote of the Board.
MEETINGS OF THE BOARD OF DIRECTORS
of Board of Directors shall be held at least once every month. These
meetings shall be held at such a place, which has been designated,
from time to time, by resolution of the Board. Any meeting, regular
or special, should be publicized to all Board members via telephone,
fax, e-mail, mail, or similar communication media at least one week
in advance. All Board meetings shall be open to public, unless
otherwise specified by the unanimous approval of the Board.
QUORUM FOR MEETINGS OF THE BOARD OF DIRECTORS
quorum shall consist of at least 2/3 of the Board members, one of
whom must be President, Treasurer, or a Board member representing the
President. All decisions passed must have the support of the majority
of the Board members present at the meeting. At any meeting at which
a quorum is not established, the only motion, which the chair shall
recognize shall be a motion to adjourn that meeting and no other
business shall be considered. The Directors present at a duly called
and held meeting at which a quorum is initially present may continue
to do business not withstanding the loss of a quorum at the meeting
due to withdrawal of one or more Director from the meeting, provided
that any action thereafter taken must be approved by the
aforementioned stipulations or such greater percentage as may be
required by law, or the Articles of Incorporation or Bylaws of JOP
ARTICLE-IV BOARD OF DIRECTORS
MAJORITY ACTION AS BOARD ACTION
act performed or decision made by a majority of the Board at a
meeting duly held at which a quorum is present is the act of the
Board of Directors.
on the Board of Directors shall exist:
the death, resignation, or removal of any Director.
the number of authorized Directors is increased.
Director may resign effective upon giving written notice to the
President or the Secretary of JOP,
unless the notice specifies a later time for the effectiveness of
such resignation. The effective resignation should be recorded in
the corporation book or minutes of the Board meeting. Vacancies of
the Directors, including for the President, shall be filled by the
unanimous approval of the Board members.
NON-LIABILITY OF DIRECTORS
Directors shall not be personally liable for the debts, liabilities,
or other obligations of JOP.
INDEMNIFICATION BY CORPORATION OF DIRECTORS
the extent that person, who is, or previously has been a Director, or
Officer of this corporation has been successful on the merit of any
civil, criminal, administrative, or legislative proceeding brought to
procure a judgment against such person by reason of the fact that he
or she is or was an Officer of the corporation or has been successful
in defense of any claim, issue or matter, therein, such person shall
be indemnified against liabilities and expenses actually and
reasonably incurred by the person in connection with such proceeding.
such person either settles any claim or sustain a judgment against
him or her, then indemnification against expenses, judgment fines,
settlements, and other amounts reasonably incurred in connection with
such proceedings shall be provided by this corporation but only to
the extent allowed by, and in accordance with the requirements of
California Non-Profit Public Benefit Corporation Laws.
REMOVAL FROM OFFICE
motion for removal of any Director can be initiated by any voting
member of the JOP Board
upon securing a removal petition with the signatures of at least 2/3
of the voting members, and submission of the petition to the
President or the Secretary of JOP.
A reconfirmation process must take place within sixty (60) days from
the date of submission of the petition.
fiscal year of the corporation shall begin on the 1st of
April and end on the March 31st of the prevailing year.
AMENDMENT OF BYLAWS
Bylaws may be amended at any time by the consent of a 2/3 majority of
the voting JOP Board
members. Notice of proposed revisions shall be sent out to all Board
members, thirty (30) days in advance.
of Indemnity: To the full extent permitted by law, this
corporation shall indemnify its Directors, Officers, Employees, and
other persons described in Section 7237(a) of the California
Corporation Code, including person formerly occupying any such
position, against all expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with
any “Proceeding”, as that term is used in such Section and
including an action by or in the right of the corporation, by reason
of the fact that such person is or was a person described by such
Section. “Expenses”, as used in these Bylaws, shall have the
same meaning as in Section 7237(a) of the California Corporation
of Indemnity: Upon written request to the Board by any
person, as defined in Article-VII, Section-1 above, seeking
indemnification under Section 7237(b) of the California Corporation
Code, the Board shall promptly determine in accordance with Section
7237(e) of the Code whether the applicable standard of conduct set
forth in Section 7237(b) or Section 7237(c) has been met and, if so,
the Board shall authorize indemnification. If the Board cannot
authorize indemnification because the number of Directors who are
parties to the proceeding with respect to which indemnification is
sought is such as to prevent the formation of a quorum of Directors
who are not parties to such proceeding, the Board or the attorney or
other person rendering services in connection with the defense shall
apply to the court in which such proceeding is or was pending to
determine whether the applicable standard of conduct set forth in
Section 7237(b) or Section 7237(c) has been met.
of Expenses: To the full extend permitted by law and except
as is otherwise determined by the Board in a specific instance,
expenses incurred by a person seeking indemnification under these
Bylaws in defending any proceeding covered by these Bylaws shall be
advanced by JOP prior to the final deposition of the proceeding upon
receipt by the corporation of an undertaking by or on behalf of such
person that the advance will be repaid unless it is ultimately
determined that such person is entitled to be indemnified by the
corporation shall have the right to purchase and maintain insurance
to the full extent permitted by law on behalf of its Directors,
Officers, Employees, and other agents of the corporation, against any
liability asserted against or incurred by a Director, Officer, or
Employee in such capacity or arising out of the Director’s
Officer’s, or Employee’s, status as such.
MAINTENANCE OF CORPORATE RECORDS
and correct books and records.
in written form of the proceedings of the Board and committees of
bookkeeping ledgers, accounting documents, contracts, banking
documents, and etc.
INSPECTION BY BOARD OF DIRECTORS
Director shall have the absolute right at any reasonable time to
inspect all books, records, and documents of any kind and the
physical properties of the corporation and the records of each of its
subsidiaries. This inspection by a Director may be made in person or
by an agent or attorney, and the right of inspection includes the
right to copy and make extracts of documents.
as provided under Section 8321 of the California Corporation Code,
not later than 120 days after the close of the fiscal year of the
corporation, the Board shall cause an “Annual Report” to be sent
to all members of the Board. Such report shall contain the following
information in reasonable detail:
assets and liabilities, including the trust funds, of JOP
of the end of the fiscal year.
principal changes in assets and liabilities, including the trust
funds of JOP during
the fiscal year.
revenue or receipts of JOP,
both unrestricted and restricted to particular purposes, for the
expenses or disbursements of JOP,
for both general and restricted purposes, during the fiscal year.
information required by Section 4, below.
TRANSACTIONS AND INDEMNIFICATIONS
corporation shall prepare annually and furnish to each Director a
statement of any transaction or indemnification of the following kind
within 120 days after the close of the fiscal year of the
transaction to which the corporation or its subsidiaries were a
party, and which any Advisory Board member had a direct or indirect
material financial interest.
transaction in the amount of $50,000, or any number of transactions
involving the same person with the aggregate amount of $50,000.
indemnifications or advances aggregating more than $10,000 paid
during the fiscal year to any Director or Officer of the corporation
pursuant of Article-VII, Section-1
statement shall include a brief description of the transaction and
the name of Director or Officer of the JOP Corporation.
undersigned-organizing individuals of the “Jewel of Persia,
Inc.”, do hereby certify that the above and foregoing Bylaws
were duly adopted by the Board members of said organization as the
Bylaws of said organization on the 1st day of August 2002,
and that the same do now continue the Bylaws of said JOP Corporation.
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