International Association of Iranian Managers
BYLAWS
Updated April 2006
ARTICLE I
NAME AND PURPOSE
Section 1: NAME: The name of this organization shall be the
International Association of Iranian Managers (I-AIM)
Section 2: PURPOSES: The association is a non-profit
organization registered in Canada with the aim of fostering
excellence in management education and practice in Iran and
the region.
ARTICLE II
CONTRIBUTORS
Section 1: TYPES OF CONTRIBUTORS: Voluntary contributions,
bequests, or grants in support of the work of the Association
may be made by organizations hereafter known as Benefactors,
or by individuals hereafter known as Sponsors.
ARTICLE III
OFFICERS AND OFFICIALS
Section 1: ELECTED OFFICERS: The elected officers of the
Association shall be a President, a Secretary, and a Treasurer.
All elected officers must be I-AIM members.
Section 2: TERM OF OFFICE: The term of office for all elected
officers shall be two years.
Section 5: COMPENSATION: All elected officers of the association
shall serve without compensation.
ARTICLE IV
DUTIES OF OFFICERS AND OFFICIALS
Section 1: DUTIES OF THE PRESIDENT: The President shall be the
chief elected officer of the association and shall preside at
all meetings of the Executive Committee and the Board of Directors.
The President shall appoint all standing and special committees,
shall serve as a non-voting ex-officio member of all committees,
and shall perform such other duties and functions as are necessarily
incident to the office or as may be prescribed by the Board of
Directors.
Section 2: DUTIES OF THE TREASURER: The Treasurer shall be responsible
for monitoring and reporting the financial activities of the Association
and shall ensure an annual audit of the financial records of the association.
Section 3: DUTIES OF THE SECRETARY: The Secretary or a designee is
responsible for overseeing the maintenance of the meeting minutes of the
Executive Committee and Board of Directors. The Secretary is responsible
for overseeing the proper notification of the membership in accordance
with the Bylaws.
ARTICLE V
EXECUTIVE COMMITTEE
Section 1: COMPOSITION: The Executive Committee shall be composed of the
President, the Secretary, the Treasurer, and two additional members of the
Board of Directors nominated by the Nominating Committee and elected by
the Board of Directors.
Section 2: AUTHORITY OF THE EXECUTIVE COMMITTEE: The Executive Committee
may exercise the powers of the Board of Directors when the Board is not
in session. The Executive Committee must report its actions to the Board
at the next succeeding meeting and seek ratification of its actions.
Section 3: QUORUM: For the purpose of a quorum, at least two thirds of
the Executive Committee must be physically or virtually present.
ARTICLE VI
BOARD OF DIRECTORS
Section 1: COMPOSITION: The members of the Board of Directors shall be:
- The elected officers who shall be, the President, The Treasurer and
the Secretary
- The Immediate Past President
- No more than 9 other members elected by existing members of the
Board of Directors
Section 2: TERM OF OFFICE FOR MEMBERS OF THE BOARD OF DIRECTORS:
The term of office for all elected and appointed members of the
board of directors shall be two years. Board of Director Members
are eligible for reelection or reappointment, but may serve no
more than three consecutive two year terms.
Section 3: COMPENSATION: All members of the Board of Directors
shall serve without compensation.
Section 4: AUTHORITY: The Board of Directors shall have the supervision,
control, and direction of the affairs of the association. It shall
determine its policies or changes therein within the limits of these
Bylaws. It may adopt such rules and regulations for the conduct of its
business as shall be deemed advisable, and may, in the execution of the
powers granted, appoint such agents as it may consider necessary.
Section 5: QUORUM: Two thirds of the total members of the Board of Directors
present physically or virtually shall constitute a quorum.
Section 6: MEETINGS:
- The Board of Directors shall meet at least twice annually at a meeting
called by the President. Additional meetings shall be called by the President,
or on the written request of ten (10) members. The meetings of the Board of
Directors shall be closed except to persons invited by the President.
- The Board of Directors may meet by means of telephone or online conference,
provided that notice is given to the members prior to the meeting, and that a
quorum of the Directors participate in the telephone/online conference.
Section 7: VACANCIES. If a vacancy occurs on the Board for any reason the
Nominating Committee shall present a candidate to the Board to fill the
vacancy. The Board, by majority vote, may appoint the candidate who shall
serve for the unexpired portion of the term of the vacating Member of the
Board. A Member of the Board so appointed shall be eligible to serve additional
terms as a Member of the Board, to the maximum allowed by these bylaws, if the
duration of the unexpired term to which he or she is appointed is two years or less.
ARTICLE VII
ELECTION AND APPOINTMENT OF OFFICERS
No less than thirty (30) days prior to the date that the election is to be held,
the Nominating Committee shall present to the I-AIM Board of Directors one
candidate for each elected officer position to be filled.
The I-AIM Board of Directors shall consider the nominations presented to
them by the Nominating Committee and elect candidates to fill the officer
positions.
ARTICLE VIII
PRINCIPAL OFFICE AND RESIDENT AGENT
Section 1: PRINCIPAL OFFICE: The Association shall maintain its principal
office in Toronto, Canada.
Section 2: RESIDENT AGENT: The Association shall have a designated resident
agent in Ontario, Canada authorized to accept notices or service of process
for the corporation.
ARTICLE IX
FINANCE COMMITTEE FISCAL YEAR AND ANNUAL AUDIT
The Finance Committee of the association shall consist of the Secretary,
and the Treasurer (who shall serve as President of the committee); the
President, and up to two additional Directors not on the Executive
Committee. The Finance Committee shall be responsible for the preparation
of the annual budget which shall be prepared and submitted to the Board
of Directors in advance of the next fiscal year for their review and approval.
ARTICLE X
LIMITATIONS
LIABILITY: Nothing contained in these Bylaws shall constitute contributors
to the Association or Grant-makers in any classification whatsoever to be
partners for any purpose. No contributor, officer, agent, or employee of
the Association shall be liable for the acts or failure to act on any part
of any other contributor, officer, agent, or employee of the Association.
Nor shall any contributor, officer, agent, or employee be liable for acting
or failure to act under these Bylaws excepting only acts or omissions to act
negligence or misconduct in the performance of duty.
ARTICLE XI
AMENDMENT
Section 1: MANNER OF SUBMITTING. Proposed amendments to these Bylaws shall be
submitted in writing to the President who shall then send copies of the proposed
amendment to the members of the Board of Directors no less than thirty (30) days
prior to the meeting at which amendments are to be considered.
Section 2: ADOPTION. An amendment may be passed by (1) a two-thirds vote of the
Board of Directors at a meeting; (2) a two-thirds mail vote of the Board of
Directors, provided votes are received within sixty (60) days of the original
mailing. The Board of Directors also shall specify the manner and timing of
the vote on the amendments.
ARTICLE XII
DISSOLUTION
Section 1: VOTE: A vote to dissolve the association shall require an affirmative
majority of the Board of Directors. The vote may be taken by mail or in person,
but not by proxy.
Section 2: DISTRIBUTION: In case of dissolution of the association, the Board
of Directors shall authorize the payment of all indebtedness of the Association
including accruals, authorize payment of reasonable separation pay to the
Association's employees, and arrange for the transfer of the remaining net
assets of the corporation to an organization or organizations as the Board may
select, which are organized and operated exclusively for purposes which would
qualify as a no-profit organization in the United States or Canada. However,
that in no way shall such distribution inure to the financial benefit of any
elected officer, official or contributor.