Iran Roundtable

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Iran Roundtable، Organizational Declaration & By Laws

 Vision: 

To see Iran Roundtable become the leading voice of Iranian-Americans on Capitol Hill and across the country.

Mission: 

Iran Roundtable is a dynamic coalition of Iranian-American of all ethnic groups and nationalities, Azeri Turks, Persians, Arabs, Kurds, Baluchis, Turkmens and others who want to their motherland, Iran to be free from tyranny and use all the tools at its disposal to advocate for rule of law, freedom and democracy for Iran and advancing the interests of the Iranian-American community in the US.

Purpose:

Iran Roundtable is organized exclusively for advocacy and educational purposes, more specifically to advance the economic, physical, cultural and social life of Iranians, Iranian-Americans by establishing, maintaining and supporting a community-wide coalition or coalition of organizations.  

Preamble

Iran has been the cradle of many advanced civilizations of the modern history covering thousands of years. Various religions and nationalities including Persians, Turks, Kurds, Baluchis, Arabs, Turkmens have coexisted on this plateau on tolerance and respect for each other for centuries. 

However, today, Iran and its people suffer from the lack of democracy, freedom, social justice, lack of peace and systematic disregards for human rights due to chronic internal crisis brought about by successive dictatorships. On one hand, the excessive concentration of power at the centre and disregard for the rights of citizens has not only alienated the people in the peripheries, it has also helped with the emergence and re-emergence of dictatorships. On the other hand, the history of Iran, at least in teh last century, shows that the people of Iran are not alien to the concepts of freedom and democracy. 
The tragic event of September 11, 2001 has drastically shifted the policy of the world community among them the United States of America towards the Middle East and its governments. The long-term interest of the American foreign policy relies on the democratization of the region to ensure the long-term peace and stability. The people of the Middle East, including the people of Iran have welcomed this new thinking in the United States. 
The Middle Eastern countries that have been under dictatorship, including Iran, under the Islamic Republic, are feeling the impact of the wind of change currently transforming the region. It is therefore, in the best interests of the international community and the US to support these changes reflecting the aspirations of the peoples of the region. 
Iran Roundtable advocates an American foreign policy that promotes democracy, respect for human rights, guarantees and protection of women’s right sand gender equality, civil and political liberties and the rule of law in accordance with the internationally recognized standards of UN charter and all its relevant conventions. 
Iran Roundtable conducts research, provides factual information and analysis about various socioeconomic, political, cultural, women and national groups, security and other issues affecting Iran, the region and the world; strives to build civil society in Iran; to strengthen relations among various national groups in Iran; to promote friendship, understanding, and cooperation among the peoples of Iran and the people of the United States and conduct any other activities compatible with goals set forth herein. 
Iran Roundtable is non-political and a non-partisan organization of Iranian-Americans that views the Islamic Republic as a clerical dictatorship and an obstacle to peace, stability and security in the region and the world. 
Iran Roundtable calls for democratic change and establishment of a democratic government based on the rule of law that guarantees individual and collective rights and freedoms enshrined in the UN treaties, international law, and the UN Declaration of Human Rights. 

“Iran Roundtable considers Iran’s diversity as an asset; therefore, accommodating, preserving and guaranteeing the rights and demands of all the aforementioned nationalities in a decentralized, pluralistic, secular and integral Iran, as prescribed by the UN Declaration on the Rights of Persons Belonging to National or Ethnic, Religious and Linguistic Minorities and other relevant declarations is paramount to Iran’s future as a free, democratic and a unified country.”

Iran Roundtable calls for the toleration and respect of diverse religious groups and beliefs that Iran and its people are historically blessed to enjoy; thus, Iran Roundtable considers the protection and guarantee of the fundamental right of ‘freedom of religion’ in accordance with UN Universal Declaration of Human Rights imperative to Iran’s stature as a civilized and tolerant country.

BY LAWS

ARTICLES

A By-law relating generally to the organization and conduct of the affairs of the Iran Roundtable
The Iran Roundtable derives its duties, responsibilities, and powers from this By-laws. 

I.    Organization

1.    The name of the organization shall be Iran Roundtable.
2.    The central office could be in any city, state of the United States of America, as determined by the Board.
3.    This entity is organized exclusively for purposes of community organizing, education and government relations, more specifically to: 

a)    Further engage the US policy-makers in the democratization of Iran to assist the people of Iran in establishing their democratic government.
b)    Further advance the interests of the Iranian-American community in the US.
c)    Produce educational materials on good governance, federalism, human rights and democracy in various languages.
d)    Publish journal and publications advocating democracy, good governance and tolerance in the multi-ethnic and multi-culture Iran.
e)    Promote the Freedom of Expression and the Free Flow of Information so people can have access to independent, diverse sources of news and information.

II. Board of Directors

1.    The Board of Directors shall consist of seven (7 Min) to fifteen (15 Max) members reflective of diversity of Iranian society.

2.    Board Members are eligible for leadership position through their executive role(s) within the organization, high-level financial contribution, representation of a major constituency of beneficiaries, representation of an organization partner, or other significant relationship as determined appropriate by the Board. 

3.    At least a quarter of the Board Members must be women. 

4.    The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its president after due notice to all the directors of such meeting. 

5.    The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

6.    No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer. 

7.    Officers may be nominated by any member of the board, and requires unanimous vote in order to join the board.

8.    Term life of board membership is determined by date of voting in, date of voting out, or date of resignation.

9.    Resignation from the Board must be in writing and received by the Secretary.

10.    Directors with unexcused absences from three (3) or more board meetings are not required to be dismissed, but may be voted out by remaining members in a unanimous vote.  

11.    A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization. A Board member may be removed for other reasons by a unanimous vote of the remaining directors.

III. Officers

1.    The officers of the board shall consist of a President, Vice President, Secretary, and Treasurer as nominated by the Board.

2.    Officers may be nominated by any member of the board, and requires unanimous vote in order to join the board. 

3.    Officer Responsibility.
    (a) The President shall preside at all Board meetings, appoint committee members, and perform other duties as associated with the office. 
    (b) The Vice-President shall assume the duties of the President in case of the President’s absence. 
    (c)The Secretary shall be responsible for the minutes of the Board, keep all approved minutes in a minute book, and send out copies of minutes to all. 
    (d) The Treasurer shall keep record of the organization’s budget and prepare financial reports as needed.

 

IV.    Board of Trustees 

1.    The Board of Trustees is a panel of prominent Iranian and/or Iranian-Americans including sponsors and expert stakeholders. 

2.    The Board of Trustees meets twice annually to review the activities and outcomes of the organization, providing decisive action and recommendations to the Board of Directors and Task Force 

3.    The Board of Trustees may establish an extended Iranian Chamber of Commerce involving business leaders among Iranian seculars and nationalities in the United States and abroad, in support of democratic transition, and addressing economic issues around Iran, the regime’s international partnerships such as in Middle East, Africa and Latin America, and anti-corruption

4.    No term limits

 V. Board of Advisors

1.    The Board of Advisors is a panel of Iranian and non-Iranian experts and prominent individuals from academia, institutions, include former government officials, and business leaders that oversee organizational activities and decision-making. 

2.    The Board of Advisors works with the organization to establish and implement guiding principles, meets approximately twice per year, and provides ad hoc consult over the term.

3.    No term limits 

VI. Task Force

1.    The Taskforce are working groups mandated by the Board, each consisting of one chair and one vice-chair elected by the Board of Directors and other members consisting of people from the broader community representing respective team members and coordinators per program.  

2.    Taskforce leaders may be compensated professionals or volunteers, as dependent upon budgetary allowances, as determined by the board

3.    Taskforce chairs and members are subject to review, oversight, including termination by the Board of Directors in accordance with quality of output, under applicable and relevant Federal and State human resources rules and regulations.

 

VII. Membership

1.    Iran Roundtable is open to individual members of Iranian descent who reside in any country

2.    Membership is obtained through payment of annual dues and registration fee. 

3.    Membership privileges are dependent on the level of dues paid by said member, including allowances for participation in the Board of Directors, Board of Trustees, Task Force, or other. 

4.    The Board of Directors and Board of Trustees jointly determine the membership privileges per membership level, and the monetary amount per membership level, as may be adjusted on annual or bi-annual bases, or other frequency in accordance with the growth of the organization. 

5.    Terms of membership are fixed, and nondiscriminatory. 

6.    Membership dues may be waived in the case of financial hardship, international sanctions on country of residence (i.e., Iran), or professional contribution to the organization (i.e., paid speaker, staff member, or consultant). Waiver of dues determined on individual bases through review by the Board of Directors, as seconded by the Board of Trustees. 

VIII. Meetings

1.    Regular meetings shall be held at least on bi-monthly basis for the Board of Directors.

2.    The Board of Trustees meets twice per year. 

3.    The Board of Advisors meets twice per year, with ad hoc meetings as needed by the Task Force or members thereof. 

4.    Regular meetings are held in-person or by conference call. A minimum of one (1) meeting per year is to be in-person with all Board or Committee Members. 

5.    Special meetings may be held at any time when called for by the President or a majority of Board members.

6.    Notice of all meetings shall be provided in a minimum of fourteen (14) days advance announcement

7.    Agendas shall be provided at least one (1) day in advance.

8.    No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

9.    Minutes of meetings shall be distributed within 48 hours of the Board meeting to the Board of Directors through electronic mail.

10.    Each Board member should attend a minimum of two-thirds (2/3) of the meetings per year 

IX. Order of Business

1.    Roll Call.
2.    Reading of the Minutes of the preceding meeting.
3.    Reports of Committees.
4.    Reports of Officers.
5.    Old and Unfinished Business.
6.    New Business.
7.    Adjournments.

X. Voting

1.    Quorum.
    (a) A majority of all board members constitutes a quorum. 
    (b) In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
    
2.    Passage of a motion requires a unanimous vote (i.e., all members present). 

3.    Each director shall have one vote and such voting may be done by proxy.

4.    At all meetings, except for the election of officers and directors, all votes shall be by voice. For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.

5.    At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors. 

XI. Conflict of Interest

1.    Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.

XII. Fiscal Policies

1.    The fiscal year of the board shall be January 1 to December 31. 

2.    Iran Roundtable maintains one (1) or more independent bank accounts with an official banking institution recognized by the government of the United States and/or additional nation if said bank is outside the United States 

3.    Iran Roundtable may utilize affiliate bank accounts for the sole purpose of partnered financing through independent agreement with said partnered organization 

4.    In accordance with the definition of a Treasurer of the Board, the Treasurer shall keep record of the organization’s budget and prepare financial reports as needed.

XIII. Amendments

1.    These by-laws may be amended by a unanimous vote of Board members present at any meeting, provided a quorum is present and provide a copy of the proposed amendment(s) are provided to each Board member at least one (1) day prior to said meeting.

 

These By laws were approved at a meeting of the Board of Directors of Iran Roundtable on
April 10, 2013 and further amended on November 7, 2013.