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Cyrus the Great International Open Academy

(CGIOA] BYLAWS
ARTICLE 1: NAME

Section (1:1)

The official name of the organization shall be Cyrus the Great International Open Academy, Inc., hereinafter referred to as “corporation,” registered as a non-profit organization in the State of New York. The corporation may be operated by any other name or names, as shall be approved by its Board of Directors and Board of Trustees to promote, demonstrate, and present Persian traditions, culture and history.

ARTICLE 2: PRINCIPAL OFFICE

Section (2:1)

The address of the Corporation may be changed if deemed necessary by its Board of Directors and Board of Trustees. At the discretion of its Board of Directors and Board of Trustees, the Corporation may have any other offices within or outside the State of New York

ARTICLE 3: THE PURPOSE AND MISSION

Section (3:1)

The main activity of the Corporation is to organize, promote, facilitate, and conduct a cultural Persian human rights education and activities established by Cyrus the Great more than 2,500 years ago. CGIOA is a means to promote and introduce Persian culture, its historical achievement in art, folklore, science, and the Persian civilization to the general public.

The Corporation can receive contributions and make distribution to individuals and/or organizations as deemed necessary by the Board of Directors and Board of Trustees. This Corporation is a non-religious, nonpolitical organization. Its scope of activities shall include, but not be limited to, creating friendship and understanding between Iranian people and the other people of the world, educating the Iranian youth about their heritage, educating all others regarding the history and culture of Iran, as well as other related activities deemed appropriate by the Board of Directors and Board of Trustees including demonstrating the Persian tradition of tolerance for the ethnic, religious and cultural differences among people and to express the will of the Persian community to live in peace, unity, and harmony with other people while assimilating into the modern American society.

The Corporation may contribute to or publicize publications to introduce, advance the study of Persian culture, civilization, and ceremonial tradition and provide seminars to teach the general public. The Corporation will also sponsor social gatherings to promote Persian traditional ceremonies, and have fund raising activities to underwrite these and related endeavors.

ARTICLE 5: MEMBERSHIP

Section (5:1)

  1. Any member whose activity or conduct is found to be unethical or detrimental to the well-being and the reputation of the Corporation may be asked in writing to withdraw or have his/her membership be terminated upon being given written notice and a full investigation by Board of Directors and Board of Trustees.

ARTICLE 6: BOARDS OF DIRECTORS and TRUSTEES

Section (6:1)

The Board of Directors and Board of Trustees shall execute policies and expenditures and oversee the affairs of the Corporation. Members of the Boards of Directors and Trustees must also be members of the Corporation. The number of members on the Board of Directors with voting power shall be five regular and two alternates. The term of service of regular Board member shall be five years. Alternates term of service shall be one year.

Five of the board members form the Temporary Board (elected by majority vote of the Temporary Board of Directors) shall hold office until July 1, 2022 other members will be elected by the Corporations’ members as described in the Section (5) of this Article. The term shall be determined by the number of votes the members as described in the Section (5) of this Article. The term shall be determined by the number of votes the member receives for office, all members with the highest votes shall serve until July 1, 2022, and the next four highest vote gathers shall serve until July 1, 2022. The next two with lower votes shall serve as Alternate Board Members. In the absence of any of the five regular Board of Directors as of July 1, 2022 board members, the Alternate Members may sit on the Board and vote in the place of the absent members. If at any board meeting only one of the five members as of July 1, 2022 is absent, then only one of the Alternate Members may vote in their place. If more than two members of the five members as of July 1, 2022 are absent then both Alternate Members shall receive voting privileges. The alternate Board Members shall alternate sitting on the board with voting privileges in the absence of a regular member. The two alternates shall serve until July 1, 2020. On July 1, 2020, anyone who is elected as Board of Directors the three members with the highest votes shall serve until July 1, 2020, and the next three highest vote getters shall serve until July 1, 2020. The next three with lower votes shall serve as Alternate Board Members. Also any election after July 1, 2020, the next three with lower votes shall serve as Alternate Board Members. Also, any election after July 1, 2022, each Director, if elected, shall serve a five year term from the date of election except the Alternate which will serve three years. The Board of Directors Members shall be elected through election by the majority vote of the General members at the designated time set forth for General Assembly meeting. The Board of Directors may provide, by resolution, the time and place of each election with the consultation of the Board of Trustees within or outside the state of New York. Special meetings of the Board of Directors can be called into session at the request of the President, any two Board Members, or one-third of the members not on the board with the approval of Board of Trustees. All board of director members during their term shall not serve in other position in the Corporation or any other Religious or Political Organization in a leading role.

Section (6:2) Officers

The officers of the Corporation shall be elected annually by the Board of Directors upon the consultation with the Board of Trustees at the regular annual meeting of Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held not later than five weeks thereafter. New offices may be created and filled at any meeting of Board of Directors with a majority vote of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and qualified. The Officers of the Corporation shall be a President, Vice-President (as may be deemed by the Board of Directors), a Secretary, a Treasurer, Communication officer and any other such position the Board of Directors may deem necessary.

Section (6:7) Election and Term of Officers

The Board of Directors Members shall be elected through election by the majority vote of the General Members at the designated place set forth for General Assembly meetings. The Board of Directors may provide by resolution the place of each election within or outside the state of New York. Upon the consultation with the Board of Trustees, the members shall elect Board of Directors of the Corporation on the 1″ day of July every three years.

If the election of the officers shall not be held at such meeting, then such election shall be held as soon as reasonably possible. The President, Vice-President, and treasurer shall be elected by Board of Directors in December of each year, upon the consultation with the Board of Trustees,

Section (6:9) Terms for President and Vice President

President and Vice-President shall hold office for one year. In December of each year Board of Directors can re-elect the same officers or elect different Board members for the same office, upon the consultation with the Board of Trustees.

Section (6:10) President

The president shall be the principal executive officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation with consultation with the Board of Trustees. He or she shall preside at all meetings of the members and of Board of Directors. He or she may sign, with the secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the Corporation: and, in general, he or she shall perform all duties incident to the office of president and such other duties as may be prescribed by Board of Directors and Board of Trustees from time to time.

Section (6:11) Vice-President

In the absence of the president or in the event of his/her inability or refusal to act, the vice-president or in the event there be more than one vice-president, vice-president in the order of their election shall perform the duties of the president until the president returns to duty or the Board of Directors elects another president, and when so acting shall have all the powers of and be subject to all the restrictions of the president. Upon the consultation with the Board of Trustees any vice-president shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors.

Section (6:13) Secretary

The secretary shall keep the minutes of the members meetings and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the Corporation’s records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation, under its seal is duly authorized in accordance with the provisions of these bylaws; keep a register of the post-office address of each member which shall be furnished to the secretary by such member, and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by Board of Directors. The secretary of the Board shall be in charge of all communication as well.

Section (6:18) Term of office

Each member of a committee shall continue as such until his successor is appointed, unless the committee shall be sooner terminated, or unless such member is removed from such committee, or unless such member shall cease to qualify as a member thereof upon the consultation with the Board of Trustees.

Section (6:21) Rules

Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors upon the consultation with the Board of Trustees.

Section (6:23) Reversal of Board of Directors’ Decision

The resolution, based on the gravity of the violation may require;

Reversal of a previous Board of Directors’ decision . Correction or denouncing of an act that is observed to be in violation of the corporation By

laws In the event there still exists no resolution or the resolution does not satisfy the demands of the Observant of the Violation(s) the matters(s) is referred to Board of Trustees. The decision of the Board of Trustees is binding and if the final resolution given by the Board of Trustees is in favor of the observant, the expenses must be paid from the Persian Parade Foundation.

ARTICLE 7: BOARD OF TRUSTEES

Section (7:1)

There shall be established a Board of Trustees, made up of founding family of the Corporation and honorary members. The Board of Trustees is responsible for protecting the Bylaws of the Corporation and to act as an advisory and supervising entity to CGIOA, any member of the Board of Trustees may sit in on the board meetings, but cannot vote, except for the two founders, Dr. Mahshid Arfania Assadi, Dr. Cyrus A. Assadi and Mr. Homer Abramian.

The Board of Trustees shall have supervisory role in running the day to day operation of CGIOA, The Board shall primarily have a consultative role, however they are the final arbiters of all matters related to parade. Also the trustees shall be present at any or all board meetings but shall not be able to vote, except for the founders.

Section (7:2) Board of Trustees Member (Founding Family Members)

Founding Family members shall be recognized upon creation of the CGIOA. The Foundation will only recognize Drs. Mahshid Arfania Assadi, Cyrus A. Assadi and Mr. Homer Abramian as founding family members of CGIOA, Inc. The said individuals shall serve on the Board of Trustees for life if so desired except if they are in violation of CGIOA bylaws as described in section (7.6). Corporation only recognizes Dr. Mahshid Arfania Assadi, Dr. Cyrus A. Assadi and Mr. Homer Abramian and families as active Board of Trustees Members, as they have acknowledged continuing to serve on CGIOA Board of Trustees.

Section (7:3) Board of Trustee Member (Honorary Board Member)

The Board of Directors and Board of Trustees may recommend individuals or other organization members as honorary Board of Trustees Members and must be approved by majority vote of the Board of Directors. The position on the Board of Trustees (Honorary Board of Trustees Member) will be a three (3) year term and during their term, they shall not serve in other positions in CGIOA Corporation or any other Religious or Political Organization in a leading role.

Section (7:4) Representation and Communication

The Board of Trustees (Foundation Members and Honorary Board Members) shall represent CGIOA with the Board of Directors. All communications and representations to the press or public (Including web sites Facebook Page, Blog., etc.) must be approved by the Board of Director and Board of Trustees. The Chairperson of Board of Trustees shall be the spokesman of CGIOA.

Section (7:6) Change to the CGIOA Bylaws

Any proposed changes to CGIOA’s bylaws first must be voted and approved by the Board of Trustees and Directors upon formal presentation to the Board of Trustees; The Board of Trustees may accept or reject the changes. Approval to the proposed changes requires 2/3 yes vote of the Board of Trustees.

Section (7:7) Permanent Members of Board of Directors

The Founding Family Member as indicated in Section (7:2) shall remain as Permanent Board Members of the CGIOA.

Section (8:3) Termination of Chapter Leader

Any Chapter Leader who violates any condition of CGIOA Bylaws or recognized by the Boards of Directors and Trustees as ineffective to serve as a Chapter Leader, that individual may be removed at anytime if it is recommended by majority votes of Board of Directors and upon the consultation with the Board of Trustees.

ARTICLE 10: MEETING OF MEMBERS

Section (10:1) Annual Meeting

The Annual meeting of the members shall be held at a location within the State of New York or outside of New York, to be designated by the Board of Directors upon the consultation with the Board of Trustees on the first day of April in each year, beginning with the year 2017, at a time to be specified by the Boards of Directors and Trustees, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Boards of Directors and Trustees shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.

Section (10:2) Temporary of Board of Directors (This Board only shall only serve till July 1, 2020.

The following individuals are recognized as a Temporary Board of Directors till the 15 year elections;

  1. Mr. Homer Abramian 2. Dr. Mahshid Arfania Assadi 3. Dr. Cyrus A. Assadi 4. Ms. Shamaran Kerr 5. Mr. Morteza Ghalamkar 6. Dr. Saeid Ahmadi

ARTICLE 12: MISCELLANEOUS

Section (12:1) Corporate Seal

The Board of Directors shall provide a corporate seal which shall be in the form of the Corporation name.

Section (12:7) Corporate Seal

The Board of Directors shall not have financial responsibility toward the Corporation. The Board of Directors can cancel the certain events if there is a financial difficulty in running the events or programs upon consultation with the Board of Trustees.

ARTICLE 13: DISSOLUTION

Section (13:1) Voluntary Dissolution

The Corporation may be voluntarily dissolved by the act of its members pursuant to the following procedure: (a) a special meeting shall be called for the purposes of discussing dissolution by either a majority of the Board of Trustees and Board of Directors or by at least two-thirds of its members, (b) at such meeting the majority of members then in attendance may draft a proposed resolution for the dissolution of the corporation, (c) the proposed resolution shall then be presented to all members and if such resolution receives the approval of eighty percent (80%) of such members, the Corporation shall be dissolved in accordance with the Nonprofit Corporation Law of the State of New York

These Bylaws described in these pages including this page, article one (1) though article thirteen (13) have been adopted by the incorporators as and for the Bylaws of the Corporation.

The calendar of CGIOA shall be the calendar of the Cyrus the Great Declaration of Human Rights.

By: Mr. Homer Abramian

By: Dr. Mahshid Arfanian Assadi

By: Dr. Cyrus A. Assadi

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