These Bylaws are subject to the provisions and limitations set forth in the Articles of Incorporation of E@N@ Institute, Inc. approved by the Secretary of State of Indiana on November 22, 1993.
- Article I: Name
The name of this organization shall be DÃNESH* Institute, Inc. (herewith referred to as the Institute).
- Article II: Purpose and Objectives
The Institute shall be a non-governmental, independent, non-political, not-for-profit, educational organization, the purpose of which shall be to stimulate and promote scholarly studies related to contemporary Iranian society and to Iranian communities abroad, particularly the United States. This purpose shall be pursued through any or all of the following objectives:
1. To collect and disseminate information about studies related to the contemporary Iranian society and to Iranian communities abroad;
2. To organize or sponsor public forums for the presentation and critique of such studies;
3. To facilitate collegial interaction and collaboration among scholars interested in such studies;
4. To support the initiation and undertaking of such studies, particularly those focusing on the comparative analysis or application of the social and behavioral sciences.
*In Persian, “dãnesh” means “knowledge"
- Article III: Membership
Section 1: Eligibility
All persons committed to the Institute’s purpose shall be eligible for membership.
Section 2: Categories
There shall be four membership categories:
- Regular Membership for individuals paying the regular annual dues;
- Sustaining Membership for individuals paying the regular annual dues plus substantial contribution;
- Student Membership for full-time students paying the student annual dues;
- Fellows elected for a renewable term by the Institute’s Board of Directors for significant scholarly contributions in areas related to the Institute’s purpose.
Section 3: Dues and Contributions
The Board of Directors shall define the annual membership dues and contributions.
Section 4: Voting and Election Privileges
All members, except Fellows, shall be entitled to vote in elections and other matters submitted to the Institute’s membership. However, only regular and sustaining members shall be eligible for election as an Officer or Board member of the Institute.
- Article IV: Fiscal and Membership Year
The Institute’s fiscal and membership year shall be the calendar year beginning on January 1st.
- Article V: Board of Directors
Section 1: Authority and Responsibilities
Affairs and business of the Institute shall be directed by its Board of Directors, including its Officers and Executive Committee.
Section 2: Composition
- The Board shall consist of three (3) Officers (the President, Treasurer, Executive Secretary) and two (2) to six (6) at-large members as determined by the Board for each election of its members.
- The initial Board shall include members of the Institute’s Organizing Committee who are willing to serve, with the Committee’s Chairperson serving for life as the Institute’s Executive Secretary. Successors to the Executive Secretary shall be designated in accordance with a procedure to be set forth as an amendment to these Bylaws.
Section 3: Meetings and Procedure
- The Board shall meet at least once annually.
- A majority of the Board members, which shall include the Officers or their representative, shall constitute a quorum for the transaction of business.
- Any action of the Board shall require affirmative votes of a majority of its members present. However, the presiding officer shall vote only in the event of a tie vote.
Section 4: Absence from Meetings
Any at-large member of the Board who, without an excuse acceptable to the Board, is absent from meetings of the Board may be removed and replaced by the Board according to the procedure set forth in Article VIII, Section 4 of these Bylaws.
Section 5: Liability
None of the Institute’s Board members or Officers shall be personally liable for the Institute’s debts, obligations, or liabilities.
- Article VI: Officers
Section 1: Definition
The Officers shall include the President, Treasurer, and Executive Secretary.
Section 2: Responsibilities
Responsibilities of the Officers shall be as follows:
- The President shall preside over meetings of the Board of Directors and membership and shall develop agendas for these meetings
- The Treasurer shall maintain financial records, shall give financial reports, and shall co-sign the Institute’s financial documents (e.g., checks) with the Executive Secretary.
- The Executive Secretary shall prepare and maintain minutes of meetings of the Board of Directors and of the membership, shall maintain and authenticate records of the Institute, shall co-sign its financial documents with the Treasurer, and shall serve as its operation agent, including ex officio membership on its elections committees.
- Article VII: Executive Committee
Section 1: Appointment
In the beginning of its term, the Board of Directors shall appoint an Executive Committee for the term of its office (3 years). The Committee shall be composed of the Board's Officers (the President, Treasurer, Executive Secretary). In addition, one or two at-large member(s) of the Board may be appointed.
Section 2: Duties
Duties of the Executive Committee shall be related to those set forth as the responsibilities of the Officers in Article VI, Section 2 of these Bylaws. The Board may also assign other duties to the Committee. The Committee shall report its activities at meetings of the Board.
- Article VIII: Elections
Section 1: Definition
The President, Treasurer, and at-large members of the Board of Directors shall be elected by a plurality of votes of the Institute’s membership.
Section 2: Term of Office
Elected members of the Board shall serve for a three-year term.
Section 3: Procedure
- For the elections, the Board shall appoint an elections committee to prepare a slate of nominees selected from among the Institute’s regular and sustaining members. The Executive Secretary shall serve as the ex officio member of elections committees.
- The elections committee shall mail the slate to the Institute’s voting members along with a ballot allowing for write-in nominees.
- The members shall return the completed ballots to the elections committee no later than the date determined by the committee.
- The elections committee shall tabulate the votes and shall announce the result.
Section 4: Board Vacancies
If, for any reason, a position of the Board of Directors becomes vacant before the end of its term, the Board shall appoint a person to that position for the remainder of the term. -
Article IX: Membership Meetings
Section 1: Call for Meetings
The Board of Directors shall call annual and other meetings of the Institute’s memberships as needed.
Section 2: Notification
The Executive Secretary shall mail the notification of any membership meeting at least thirty (30) days in advance of the meeting. -
Article X: Committees and Operational Boards
Section 1: Appointment
The Board of Directors may define and appoint standing and ad hoc committees and operational boards as needed for specified terms of office. These include membership and program committees and advisory and editorial boards.
Section 2: Relation to the Board
All committees shall report to the Board and shall operate under its supervision. -
Article XI: Amendments
Section 1: Authority
These Bylaws shall be amended only by the action of the Institute’s Board of Directors.
Section 2: Procedure- A proposal for amending these Bylaws shall be submitted to the Board of Directors at one of its duly held and conducted meetings according to the procedure set forth in Article V, Section 4 of these Bylaws. Furthermore, approval of a proposal to amend these Bylaws shall require affirmative votes of the Institute’s Officers or their representatives except that the presiding officer shall vote only in the event of a tie vote.
- If approved, the proposed amendment shall take effect immediately unless otherwise stipulated.
