LET IT BE KNOWN THAT: To preserve the Iranian culture and to further and foster cooperation and correlation among Iranians, the Iranian Cultural Society of New Mexico has been formed in the City of Albuquerque.

The Iranian Cultural Society of New Mexico is an independent, nonprofit and nonpolitical organization with no affiliation or attachment to any special interest or group.
The Iranian Cultural Society of New Mexico shall be administered under the provisions of the following By-Laws:

Article 1 Name of Corporation The name of the Corporation is The Iranian Cultural Society of New Mexico.

Article 2 Type of Corporation The Iranian Cultural Society of New Mexico, which has been formed under the New Mexico Nonprofit Public Benefit Corporations law for the public purposes described in Article 6, is registered under ____ with the Office of the Secretary of State in New Mexico under date of ___. The Corporation shall be referred to hereinafter as the "SOCIETY".

Article 3 Principal Place of Business The principal office of the "SOCIETY" is located in the City of Albuquerque, State of New Mexico. However, the Board of Directors may, at any future date, deem it advisable to establish branches at other sites in America.

Article 4.Definitions The term "Iranians" as referred to in these By-Laws denotes all persons of Iranian descent, their spouses and children.

Article 5.Political Affiliations The "SOCIETY" is a nonprofit, nonpolitical, and nonpartisan organization with no affiliation or attachment to any special political interest group. None of the founders, trustees, members of the Board of Directors, Officers, affiliated sponsors or employees are allowed to participate in or intervene in any political activity in the name and/or on behalf of the "SOCIETY".

Article 6 Objectives The following are the objectives of the "SOCIETY" which it shall endeavor to implement to the full extent of its capabilities:

1. To preserve and promote Iranian customs, traditions, and cultural values;
2. To further promote the spirit of affinity and togetherness among Iranians, and maintain and hold high the Iranian identity;
3. To assist in the introduction of Iranian culture to non-Iranians and to acquaint them with the values therewith;
4. To assist and cooperate with public and private agencies in overcoming any problems and difficulties confronting Iranians, and to better acquaint Iranians with federal, state and local governmental laws and regulations;
5. To assist in defending and protecting the rights of members of the Iranian community whenever their civil rights are in jeopardy;
6. To promote the social and general welfare of all persons of Iranian descent residing in America;
7. To encourage, promote and foster a feeling of good fellowship, friendship and goodwill among Iranians and all peoples;
8. To keep all Iranian family members, including the youth, informed and acquainted with prevailing social problems;
9. To cooperate with and render assistance to other Iranian institutions whose objectives are in conformity with those of the "SOCIETY", whether in the form of associations, professional or non-professional groups, syndicates or foundations;
10. To encourage Iranian firms, companies, individual professionals and other entities to cooperate with each other and form professional, vocational and trade associations and to assist in furthering the expansion of their activities;

Article 7 Organizational Structure The "SOCIETY" is administered and conducts its business through its:

1. Founders
2. Trustees;
3. Board of Directors
4. Executive Directors;
5. Committees; and
6. Sponsors.

Article 8 Founders The founders consist of all who formed the "SOCIETY", and are named in the Articles of Incorporation of the Iranian Cultural Society of New Mexico, registered on _______ under Registration No. _______.

Article 9 Board of Trustees — Election

9.1 The board of Trustees is composed of fifteen (15) persons including the following:

1. Founders prescribed in Article 8 hereof; and
2. Other selected highly respected, well-known Iranians who believe in the objectives of the "SOCIETY" and are elected by unanimous vote of the Founders. Prior to full operation of the "SOCIETY" and prior to filling all fifteen (15) chairs of the Board of Trustees; decisions made by the majority of the existing members will be binding.

9.2 The number of trustees may be increased up to and including 31 persons. In such case, the selection of each new member will require unanimous approval of the fifteen (15) members prescribed in 9.1 (I) and (ii), above. Should any of the first 15 trustees resign, become deceased or disqualified as set forth in Article 10 hereof, the remainder of the first trustees can vote, provided that there are at least nine (9) voting members present, then the empty chairs up to and including the nine (9) trustees must be filled for the required quorum. Invitations for filling the quorum will be made to those trustees who were elected earlier.

Article 10 Board of Trustees — Termination of Trustee A trustee shall be terminated upon the occurrence of any of the following events:

1. Death
2. Resignation;
3. Judicial condemnation or judicial decision which may deprive a trustee of sitting on the board; or
4. Failure to attend meetings of the Board of Trustees, without good excuse, upon verification of the Board of directors and confirmation of the Board of Trustees.

Article 11 Board of Trustees — Compensation The services of the members of the Board of Trustees are honorary, with no pay or compensation by the "SOCIETY".

Article 12 Board of Trustees — Powers and Duties The powers and duties of the Board of Trustees shall encompass the following:

1. To elect new members of the Board of Trustees as set forth in Article 9 hereof;
2. To elect members of the Board of Directors and to determine the number of directors to be elected;
3. To formulate and establish the plans and policies of the "SOCIETY" in general;
4. To guide and direct the Board of Directors toward expanded and improved services;
5. To attract donors and philanthropists to cooperate with the "SOCIETY";
6. To approve the annual budget and financial statement of the "SOCIETY"; and
7. To make final decisions on any termination of a trusteeship.

Article 13 Board of Trustees — Meetings 13.1 The Board of Trustees shall meet at least once every year upon the invitation of the Chairman of the Board of Trustees, or, in his absence, by the Vice-Chairman. Special meetings may be called by the Chairman or the Vice-Chairman of the Board of Trustees when a need is indicated, or at the request of the Board of Directors.

13.2 The time and place of the meetings, as well as the agenda for the meetings, shall be stipulated in the notice of such meetings. Notices of every meeting shall be mailed to those invited at least twenty-one (21) days prior to the date of the meetings.

Article 14 Board of Trustees — Quorum 14.1 The presence of a majority of the members of the Board of Trustees at a Board meeting shall constitute a quorum for the transaction of business.

14.2 The resolutions adopted by the Board of Trustees require the affirmative approval of the majority of members present at the meeting. Should a quorum of members not be present, the members will be invited for a second time; the notice of this meeting should be mailed at least ten (10) days prior to the date of the meeting.

14.3 In the event a second meeting is convened, business shall be transacted by whatever number of trustees may be present at that time. Resolutions adopted at such meetings shall require the affirmative approval of the majority of members present. Resolutions approved through signing of the minutes by the majority of the trustees, without holding a meeting, are valid.

Article 15 Board of Trustees — Term The Board of Trustees shall select a Chairman, two Vice-chairmen and a Secretary to serve for a term of two years; however, said term shall continue until new officers are selected.

Article 16 Board of Directors — Election The Board of Directors of the "SOCIETY" shall be constituted and elected as follows:

16.1 The authorized number of the Board of Directors shall be not less than five (5) and no more than eleven (11). The exact number within such limits will be determined from time to time by the approval of the trustees.

16.2 The board of Trustees shall also elect up to three (3) persons as alternate directors.

16.3 The board of Directors shall be elected for a period of two (2) years.

16.4 Members of the Board of Trustees may also be elected to serve as members of the Board of Directors.

16.5 Prior to the termination of the term of office of members of the Board of Directors, the Trustees shall be called for election of the new Board of directors.

16.6 Members of the Board of Directors may be re-elected.

16.7 Until a new Board is elected, the previous Board shall continue to perform.

16.8 The Board shall elect a Chairman, two Vice-Chairmen, a Secretary and a Chief financial Officer among themselves.

Article 17 Board of Directors — Alternates Should a Director be unable to attend a Board meeting for any reason, including his resignation, an alternate director shall be invited to fill the vacant seat. Alternates are called according to the number of votes they enjoyed at the time of their election. In case of an equal number of votes, the Board of Directors shall decide who should be invited.

Article 18 Board of Directors — Meetings The Board of Directors will meet at least once every month. When required, special meetings will be called at the request of the Chairman, the Vice-Chairman or the Executive Director.

Article 19 Board of Directors — Quorum 19.1 The presence of a majority of the authorized number of Directors at a meeting of the Board of Directors constitutes a quorum for the transaction of business. Any decision reached by the Board must be approved by at least the majority of the authorized number of directors.

19.2 The minutes of the Board of Directors meeting shall be signed by the President and the Secretary of the Board of Directors.

Article 20 Board of Directors — Duties and Powers 20.1 Subject to the provisions of the New Mexico Nonprofit Corporations law and any limitations in the Articles of incorporation and these By-Laws relating to actions requiring the approval of the Trustees, the business and affairs of the "SOCIETY" shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

20.2 Without prejudice to the general powers set forth in Article 20.1, above, and subject to the same limitations, the Directors shall have the following powers:

1. To select an Executive Director;
2. To select members of the Committees;
3. To prepare the budget and financial statements for presentation to the Board of Trustees;
4. To approve the selection and removal of all officers, agents and employees proposed by the Executive Director and determine their compensation;
5. To change the principal executive office of the principal business office in the State of New Mexico from one location to another, cause the "SOCIETY" to be qualified to do business in any other state, and conduct business within or outside of the State of New Mexico.
6. To borrow money and incur indebtedness on behalf of the "SOCIETY" and cause to be executed and delivered for the "SOCIETY’S" purpose, in its corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidence of debt and securities;
7. To approve the acceptance of revenues described in Article 28 hereof;
8. To implement and carry out the resolutions of the Board of Trustees; and
9. Depending on the possibilities, financial capabilities, and planning for the span of activities to achieve the goals of the "SOCIETY" and its related organizations, the Board of Directors may maintain some limitations and stipulate certain conditions and fees for total or partial services rendered by the "SOCIETY". Regulation of such limitations, conditions and fees shall be determined by the Board of Directors.

Article 21 Board of Directors — Committee Affairs Whenever the affairs of a Committee are to be discussed with the Board of Directors, the members of that Committee may be invited to participate in such meeting without the right to vote in such proceedings.

Article 22 Board of Directors — compensation The services of the members of the Board of Directors and alternate directors are honorary and without pay or compensation.

Article 23 Executive Director — Election The Board of Directors, from within or outside itself, shall select a qualified person, with management experience and of high moral standards, to serve as Executive Director for a term of two years. The Executive Director shall be responsible for the day-to-day operation of the "SOCIETY", and may be re-elected at the expiration of any two year term.

Article 24 Executive Director — Power and Duties 24.1 The powers and duties of the Executive Director shall be as follows:

1. To implement and carry out the resolutions of the Board of Directors, and to attend to the day-to-day operations of the "SOCIETY".
2. To make recommendations to the Board of directors for employment of officers, agents and employees;
3. To propose to the Board of Directors job descriptions of the staff of the "SOCIETY", including appropriate compensation, remuneration and the promotion system; and
4. To engage the services of certain professionals whose services might be required by the Iranian community.

24.2 The Executive Director alone shall sign all non-financial and non-committal correspondence. Pertaining to correspondence with federal, state or local governmental agencies, the Executive Director shall obtain the agreement of the Board of Directors.

24.3 The Board of Directors may delegate part of its authority to the Executive Director.

Article 25 Executive Director — Compensation The remuneration and benefits of the Executive Director and the terms of his employment shall be determined by the Board of Directors.

Article 26 Committees 26.1 The members of the committees, the number of members in each committee and their functions shall be determined by the Board of Directors based upon the needs of the Iranian community.

26.2 The by-laws of each committee, including functions to be carried out and power and duties, shall be prepared by the Executive Director and submitted to the Board of Directors for approval.

26.3 A special bank account shall be set up for any committee whose functions create revenues and expenses. All revenues shall be deposited into and all expenses paid out of that bank account.

26.4 The signatories to the bank account of each committee shall be introduced by the Board of Directors.

26.5 Those committees having financial transactions shall submit their annual financial statements to the Board of Directors for consolidation with other accounts of the "SOCIETY".

26.6 Committees shall not make any financial commitments without the prior approval of the Board of Directors.

26.7 All correspondence of the committees, except the bank signatories subject to the provisions of Article 26.4, above, shall be signed jointly by the chairman of the committee and the Executive Director.

Article 27 Sponsors The "SOCIETY". Shall have three types of sponsors:

1. Honorary — includes donors, philanthropists and others determined by the Board of Trustees to have made a substantial contribution toward the realization of the objectives of the "SOCIETY".
2. Active — includes those who render certain services or make financial contributions to the "SOCIETY" as confirmed by the Board of Directors; and
3. Institutional — includes organizations, institutions and foundations selected by the Board of Directors.

Article 28 Revenue Sources of income for the "SOCIETY" shall include:

1. Cash and non-cash donations and contributions by individuals, institutions, foundations, associations, and agencies of the States and the federal government;
2. Contributions of sponsors;
3. Revenues earned through parties, exhibitions, fairs, festivities, entertainment, seminars, conferences and short-term educational courses for business managers;
4. Sale of publications of the "SOCIETY"; and
5. Revenues earned from activities related to education, Cultural or recreation.

Article 29 Financial Matters 29.1 The Executive Director and the Chief Financial Officer jointly shall prepare the annual budget of the "SOCIETY" and its committees and submit it to the Board of Directors, which will review the budget and present it to the Board of Trustees for approval.

29.2 Signatories authorized to sign checks and other important documents on behalf of the "SOCIETY" and the committees shall be appointed by the Board of Directors.

29.3 The Executive Director shall be authorized to approve payment of routine charges within the approved budget.

29.4 Annual financial statements of the "SOCIETY" shall be reviewed by an independent accountant selected by the Board of Trustees. The accountant’s report shall be submitted to the annual meeting of the Board of Trustees for approval.

29.5 The fiscal year of the "SOCIETY" shall end on December 31 of each year.

Article 30 Amendments These By-Laws may be amended or repealed upon the approval of the Board of Trustees.

President: Aziz Asgharzadeh

Secretary: Mohsen Raissy