Center for Iranian Research and Analysis
Bylaws

Section 1. Name. The name of this organization shall be The Center for Iranian Research and Analysis, hereinafter referred to as CIRA. CIRA's headquarters shall be the location of the Executive Director.

Section 2.Nature and Objectives. CIRA is an independent and non-profit educational organization whose primary purpose is to promote, generate, and publicize scholarly research on social, economic, political, cultural, and artistic developments in Iran and the Middle East. CIRA provides a framework for the development and exchange of knowledge among those sharing its objectives through some or all of the following activities:

1. Encouraging and promoting scientific research and analysis by individuals or groups on Iranian society and other Middle Eastern countries.
2. Publishing occasional papers, books and monographs.
3. Publishing CIRA Bulletin and CIRA News.
4. Organizing an Annual Conference.
5. Translating and publishing scientific and/or cultural materials which will help to disseminate information and establish a better understanding of Iranian society as well as other countries of the region.
6. Organizing and participating in scientific and/or cultural exchanges, panels, seminars, and symposia.
7. Offering lectures and establishing panels in scientific and cultural centers and the institutions of higher learning around the world.
8. Coordinating activities and cooperating with similar centers around the world.

Section 1. Categories of Membership and Qualifications. CIRA is composed of Members who accept the Bylaws, generally support its activities, and pay the Annual Membership fees and dues. There shall be the following categories of Membership.

a. Regular Members. Non-student individuals engaged in teaching, research or other activities associated with the study of Iran or the Middle East.
b. Student Members. Registered graduate or undergraduate students interested in Iranian or Middle Eastern Studies.
c. Institutional Members. Institutions (e.g., centers, departments, libraries, associations) interested or engaged in Iranian or Middle Eastern studies.
d. Supporting Members. Individuals or institutions who support CIRA by paying higher dues as determined by the Executive Board.

Section 2. Annual Meeting. CIRA will normally hold an Annual Meeting of the members to be organized under the direction of the Executive Board and supervision of the Executive Director. This meeting shall consist of a Business Meeting and a planned program of papers and presentations. Only members shall participate in the Business Meeting.

Section 3. Special Meetings. Special meetings of the members shall be called at any time by the Executive Director of CIRA upon the request of the Board or upon the request of not less than 25% of the members.

Section 4. Place of Meetings. All meetings shall be held at such places as determined by the Executive Board and shall be specified in the notices of such meetings.

Section 5. Notice of Meetings. Notice of every Annual Meeting and of every special meeting of the Members shall be served personally or by mail on each Member not less than 30 and no more than 90 days before the meeting. Such notice shall state the purpose or purposes for which the meeting is called and the time and place it is to be held. If mailed, such notice shall be directed to each member entitled to notice at her/his address as it appears on the books or records of CIRA.

Section 6. Quorum. At all meetings of the Members, the presence in person or by proxy of at least 20% of the Members shall be necessary and sufficient to constitute a quorum, and, except as otherwise provided by law or by the Bylaws, the act of a majority of the Members present shall be the act of the Members. No proxy may be voted at any such meeting unless it has been validated by the Executive Director of CIRA at least seven (7) days prior to the meeting.

Section 7. Compensation. The Executive Board may authorize reimbursement for expenses incurred by Members in connection with performance of their duties, provided, however, that nothing herein contained shall be construed to preclude any Member from serving CIRA in any other capacity or receiving compensation for such services.

Section 8. Annual Dues and Termination of Membership. Members may be required to pay such Membership fees and dues as may be fixed by the Executive Board. If a Member does not pay her/his dues within nine (9) months after s/he is billed, her/his Membership shall be automatically terminated at the expiration of said period. However, any Membership so terminated may be reinstated by the Member at any time upon payment of dues for the current year only. Any Member may resign at any time or may be removed at any time by a vote of the majority of the Membership in accordance with the procedures outlined in Article II, Section 10 of the Bylaws.

Section 9. Voting Eligibility. All Members shall be eligible to vote and to serve on the Executive Board.

Section 10. Mail Vote - Referendum. A referendum vote by mail on any question pertaining to the organization or business of CIRA or to the recall of the Members of the Executive Board, or to the amendment of these Bylaws, or to challenge any action taken by the Board or by the Membership at any Annual or special meetings, shall be held whenever the Board votes to hold such a referendum, or whenever 100 Members or 20% of the Members, whichever is less, file a petition with the Executive Director of CIRA requesting that such a vote be held. In such an event, the referendum vote shall be conducted in the following manner: a ballot stating in reasonably clear and simple language the question or questions to be voted, the date on or before which it must be returned, the address to which it must be returned, and the date, time and place at which ballots shall be counted shall be mailed by the Executive Director to every Member at her/his address as shown on the most recent records of CIRA within the time provided by vote of the Executive Board, or within twenty-one (21) days after said vote if no time is provided (if the proposal for such mail ballot or referendum should have been initiated by the Executive Board), or within twenty-one (21) days after receipt of the petition by the Executive Director (if such mail ballot or referendum has been initiated by petition of the Members), and shall be mailed at least twenty (20) days' before the return date indicated in said mail ballot. Within two (2) days after the said return date and at the principal place of business of CIRA, the Election Committee shall publicly open and count the ballots and the results of said count shall be audibly announced to all persons present and thereupon the result of said referendum shall be immediately in full force and effect. The Executive Director shall, within three (3) days thereafter, certify to the Board and give written notice to Members of the detailed count and result of said referendum and the same shall be entered in the Minutes and records of CIRA. Except as otherwise provided by law or by these Bylaws, a majority of the votes cast shall determine the question involved, provided, however, that no vote by mail ballot shall be valid and binding unless at least twenty-five (25) percent of the eligible Members return their ballots prior to the return date.

Ballots shall be secret. Each mailed ballot shall be placed in an unmarked sealed envelope by the Member, and that envelope shall then be placed in another envelope bearing the name and address of the Member. The Election Committee shall count the ballots at the Association's headquarters, or any other place as designated by the Election Committee, and the results shall be announced at the Annual Meeting of the Members or through the mail.

In the event of tie vote, the Elections Committee shall hold a run-off election at the Annual Meeting in accordance with procedures to be determined by said Committee.

Notwithstanding any provisions herein to the contrary, any action taken by a mail vote of the Membership, as provided herein, may be rescinded or modified only by another mail vote of the Membership by a majority of the votes cast.

Section 1. Management. The affairs and the property of CIPA shall be managed by the Executive Board (hereinafter sometimes referred to as the Board) except that the ultimate authority of the Association shall be vested in the Membership as expressed in the Annual Meeting or through mail polls. The Membership may originate general policies and give general directives to the Executive Board. The Board Members shall act only as a Board and individual Board Members shall have no power as such.

Section 2. Annual Meeting. The Annual Meeting of the Board shall be held as soon as practicable during the Annual Meeting of the Members. Such Annual meetings of the Board shall be general meetings and open for any discussion and/or transaction of any business within the powers of the Board without special notice of such business except in any case where special notice is required by law, or by the Bylaws.

Section 3. Special Meetings. Special meetings of the Board shall be called at any time by the Executive Director upon the request of no less than two-thirds of the Board members.

Section 4. Place of Meetings. All meetings of the Board shall be held at such places as shall be specified in the respective notices of such meetings or waivers thereof.

Section 5. Notice of Meetings. Notice of every Annual Meeting of the Board and of every special meeting shall be served personally or by mail on each Member not less than 20 and no more than 40 days before the meeting. Such notice shall state the purpose or purposes for which the meeting is called and the time and place it is to be held. If mailed, such notice shall be directed to each Board Member entitled to notice at her/his address as it appears on the books or records of CIBA.

Section 6. Quorum. At all meetings of the Board the presence of a simple majority of the Board Members shall be necessary and sufficient to constitute a quorum. Except as otherwise provided by law or by the Bylaws, the act of a majority of the Board Members present and voting shall be the act of the Board.

Section 7. Number and Composition of Board Members. The Executive Board shall consist of not less than seven (7) persons, who will choose from among themselves an Executive Director and a Treasurer. If the Executive Board is unable to select any of these officers from within the Board, it shall so nominate outside person(s) to perform the said duties. Upon approval of the Membership, such person(s) will automatically become Member(s) of the Executive Board. The Executive Board can not have an even number of members, and in case of new elections to the Board, this principle shall be upheld by electing an additional member to the Board in accordance with Article II, Section 10 of these Bylaws.

Section 8. Election of Board Members. All members of the Board shall be elected by the Membership of CIRA. Candidates of the Board shall be nominated by a Nominating Committee elected during the Annual Business Meeting of Members. The nominees must accept their nomination in writing and submit a statement of qualifications to the Executive Director for presentation to the Membership. No less than 10 candidates should be on the ballot. Voting for the election of Board Members shall be by mail ballot only and in accordance with the procedure outlined in Article II, Section 10. Board Members shall be elected for a three-year term. Board Members may serve for any number of consecutive terms. The offices of Executive Director and Treasurer shall last three years after the first election following the ratification of these Bylaws. Each person elected to the Board shall continue in office until the term of three (3) years has expired or until a successor has been duly elected, or until the death, resignation or removal in accordance with the Bylaws of said Board Member.

Section 9. Resignation and Removal of Board Members. A Board Member may be removed only by a majority vote of the total Membership, voting in a mail referendum, as provided for in Article II, Section 10, and initiated by at least one hundred (100) Members or 20% of the Members, whichever is less, or by the decision of 2/3 of the Executive Board members subject to approval in the next Annual Business Meeting of Members. A Board Member may resign at any time.

Section 10. Election Supervision. Elections, referenda, and other matters requiring a vote of the membership shall be supervised by an Election Committee composed of the Executive Director and two other Executive Board Members designated for such purpose by the Executive Board.

Section 11. Compensation. The Board Members shall not receive compensation for their services as such but the Board may authorize reimbursement for expenses incurred by the Board Members in connection with the performance of their duties, provided, however, that nothing herein contained shall be construed to preclude any Board Member from serving CIRA in any other capacity or receiving compensation for any such services.

Section 12. Indemnification. Any Executive Board Member made a party to any action, suit, or proceeding arising from the performance of her/his duties shall be indemnified by CIRA against the reasonable expenses, including attorney fees, incurred by her/him, unless it is adjudged in such action, suit or preceding that the liability arises from the Board Member's negligence or misconduct in the performance of her/his duties.

Section 1. Duties and Responsibilities of Executive Director. The Executive Director shall be a Member of the Board and all committees, ex officio, and be elected by the Board as such. S/he shall represent the Board in its views and decisions and shall act as the spokesperson of CIRA. The Executive Director shall act under the supervision of the Board and shall generally perform all duties incident to the office of the Executive Director. S/he shall have general supervision of the affairs and property of CIRA and shall have charge and custody of, and be responsible for, the correspondence of CIRA. The Executive Director shall keep, or cause to be kept and shall be responsible for the keeping of, accurate and adequate records of the correspondence. S/he shall have additional powers and duties as may from time to time be assigned to her/him by the Board. When authorized by the Board, the Executive Director may sign and execute, in the name of CIRA, deeds, mortgages, bonds, contracts, and other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other agent of CIRA. The Executive Director shall present an Annual Report on behalf of the Executive Board to the Members at the Annual Business Meeting.

Section 2. Duties and Responsibilities of the Treasurer. The Treasurer shall be a member of, and be elected by, the Board. 5/he shall act under the supervision of the Board and perform all acts incident to the office of Treasurer and such other duties as may from time to time be assigned by the Executive Board. The Treasurer shall have charge and custody of, and be responsible for, all funds of CIRA and shall keep, or cause to be kept and shall be responsible for the keeping of, accurate and adequate records of membership fees and dues, assets, liabilities, and transactions of CIRA. 5/he shall deposit all moneys and other valuable effects of CIRA in the name of and to the credit of CIRA in such banks, trust companies, or other depositories as may be designated by the Board. The Treasurer shall submit quarterly reports to the Board and shall present an Annual Financial Report to the Members at the Annual Business Meeting.

Section 3. Removal and Delegation. The Executive Director and the Treasurer shall be subject to removal and replacement at any time by the decision of at least 2/3 of the Executive Board members, subject to approval in the next Annual Business Meeting of the Members. In the temporary absence or disability of the Executive Director and the Treasurer, the Executive Board may delegate, without removal, responsibilities and powers of the absent or disabled person(s) to any Member(s) of the Board as Acting for such period as may be deemed proper.

Section 4. Hired Help. From time to time, subject to the approval of the Executive Board, the Board Members responsible for specific tasks may avail themselves of hired help and services necessary for the performance of their duties. Section 5. Committees. The Executive Board may appoint or constitute committees from among the Members at large for specific tasks and duties which fall within the activities of CIRA.

Section 1. Composition of the Editorial Board. The Editorial Board shall consist of five (5) individuals. The members of the Editorial Board are to be elected for a period of three (3) years by CIRA's Executive Board. The Editorial Board will consist of a General Editor and four regular members. The members of the Editorial Board will have the final authority over the contents of the CIRA Bulletin. The Editorial Board members cannot vote as members of the Executive Board unless they are also elected members of the Executive Board.

Section 2. General Editor. The members of the Editorial Board shall elect a General Editor who will then select section editor(s) as s/he sees fit. The General Editor supervises the work of the section editor(s). The General Editor is responsible for upholding CIRA' s Bylaws and is accountable to the Executive Board for her/his performance.

Section 3. Duties and Responsibilities of the General Editor. The General Editor is responsible for coordinating the activities of the Editorial Board, soliciting appropriate articles from various sources, and publishing the CIRA Bulletin in a professional manner within the framework of CIRA's Bylaws. The Editorial Board will act as the final arbiter for the selection of the contents of each issue of the CIRA Bulletin.

Section 4. Removal and Resignation. Should any section editor or Editorial Board member resigns or fails to perform her/his duties, the General Editor will submit the name(s) of suitable replacement(s) to the Executive Board for approval. If the General Editor is unable to perform her/his duties, or in case of resignation of the General Editor, the Executive Board shall decide on a replacement by a simple majority vote.

Section 1. Fiscal Year and Financial Report. The fiscal year of CIRA shall end on April 30 of each year. There shall be an Annual Financial Report, which shall be presented to the Members at the Annual Business Meeting.

Section 2. Execution of Contracts. The Executive Board may authorize any Board Member, employee, or agent, in the name of and on behalf of CIRA, to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instance, and may provide for such Board Member, employee, or agent to delegate such authority to others.

Section 3. Loans. No loan shall be contracted on behalf of CIRA unless authorized by the Board.

Section 4. Commercial Paper. All checks, drafts, and other orders for the payment of money out of the funds of CIRA, and all notes or evidences of indebtedness of CIRA, shall be executed on behalf of CIRA by such Executive Board Member(s) or employee or employees, as may be determined by resolution of the Board, or by designation of Board Member(s) to whom such power of designation shall have been conferred by the Board.

Section 5. Deposits. All funds of CIRA not otherwise employed shall be deposited from time to time to the credit of CIRA in such banks, trust companies, or other depositories as the Executive Board may from time to time select or as may be selected by any Board Member or employee of CIRA to whom such power may from time to time be delegated by the Board, and for the purpose of such deposit, any Board Member, or any employee to whom such power may be delegated by the Board (or by a Board Member(s) to whom such power of designation shall have been conferred by the Board), may endorse, assign and deliver checks, drafts, and other orders for the payment of money which are payable to the order of CIRA.

Section 6. Notices. Except as may otherwise be required by law, any notice required to be given under these Bylaws shall be in writing and signed by the Executive Director or other appropriate Board Member and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper, addressed to the person entitled thereto at his/her last post office address appearing on the records of CIRA, and such notice shall be deemed to have been given on the day of such mailing.

Amendments to these Bylaws or any of them may be proposed: (1) by the Executive Board and (2) by petitions signed by twenty-five percent of the Members of CIRA. All proposed amendments shall be discussed at the first Annual Meeting of the Members following their proposal, after which they shall be submitted by the board to the Members by mail ballots. After allowing sixty (60) days for returns, they shall be considered adopted if approved by a majority of those returning ballots, provided that at least 25% of the ballots are returned. Amendments shall become effective immediately upon adoption. [_private/footer.htm]