ARTICLE 1 ORGANIZATION

1.0 GENERAL PROVISIONS

1.01 Name. The name of the organization is the Society of Iranian Architects & Planners, which may also be known as SIAP.

1.02 Objects. The objects of SIAP shall be to organize and unite in fellowship the Iranian graduates in the field of architecture, planning, interior design, and landscape architecture; to promote the cultural, scientific, and professional aspects of their fields; to encourage the members to develop and advance their skills and abilities in the profession; to provide means of communication for coordination of mutual professional and cultural relationship with similar Iranian organization around the globe; to promote professional services within the Iranian community; to establish professional relationship with similar organizations.

1.1 AFFILIATIONS

If and while affiliation will promote the purposes and objects of the SIAP, and upon approval of the Board of Directors, any organization may be affiliated with the SIAP unless the other organization was formed, used or maintained for financial gain, price-fixing or political purposes.

1.2 DEFINITIONS

a. Society: The above named Society.

b. Board: The governing Board of the SIAP, including Officers and other Directors.

c. Basic Committees: In conformance with SIAP Component Standards of Service: Program/Organization, Membership, Public Relation/Web Site, Publication, Events, Education, and Financial Committee.

d. Member: In these bylaws the term member applies to all categories of SIAP membership.

e. Principal Member: In these Bylaws, the term principal member applies to an Iranian individual who is the member of SIAP per Article 2.1.1 of these bylaws.

f. Director: Officers and other Directors who are members of SIAP Board.

g. Associate Member: In these Bylaws, the term Associate Member applies to an individual with limited voting rights.

h. Associate Member of the Board: Board members with limited voting rights.

i. Inspectors: Three SIAP inspectors, who shall be elected by SIAP members per Article 5.7 & Article 7.

1.3 STRUCTURE

1.3.1 The SIAP is a nonpolitical, non religious, nonprofit mutual benefit membership corporation, duly incorporated on July 7, 1998, under and by virtue of provisions of the Corporation Code of the State of California which consists of the following bodies:

a. The Members: Per Article 2 of these bylaws.

b. The Basic Committee: to be formed by SIAP members per Article 6 of these bylaws.

c. The Board of Directors: to be elected from nominees of each Basic Committee per Article 4 and 5 of these bylaws.

d. The Executive Committee: to be formed by selected Board Members per Article 5.3 of these bylaws.

e. The Inspectors: to be elected by SIAP members per Article 7 of these bylaws.

1.4 RESPONSIBILITIES

a. The SIAP shall coordinate and represent its membership on all matters concerning SIAP as a whole.

b. No action of any of the structural bodies of SIAP shall directly or indirectly nullify or contravene any action or policy of the SIAP.

1.5 GOVERNMENT

Subject to these bylaws, the SIAP shall be governed and its affairs shall be conducted by the board.

1.6 ENDORSEMENTS

1.6.1 Endorsements of Enterprises. The SIAP shall not sponsor or endorse any enterprise, whether public or private, operated for profit.

1.6.2 Endorsement of Material. No officer, director, committee member or employee of the SIAP in his or her official capacity shall approve, endorse, sponsor or do anything that may be deemed or construed to be an approval, endorsement or sponsorship of any material of construction or any method or manner of handling, using, distributing or dealing in any material or product. The Board, however, by a two-thirds majority of the entire Board, may approve of ways of presenting to the architectural profession data relating to such material or products, and relating to architecture or its practice or to the objects and purposes of the SIAP published by others than the SIAP provided that the said data, books or other literature have been submitted by the Board. By the same vote, the Board may permit the seal or other insignia of the SIAP to be imprinted

on the title page of each of the said books or other literature for a royalty consideration or otherwise provided that the SIAP is protected from all liability that may arise therefrom.

ARTICLE 2 MEMBERSHIP

2.0 GENERAL PROVISIONS

2.01   CATEGORIES OF SIAP INDIVIDUAL MEMBERSHIP

a. Principal Members

b. Associate Member

c. Honorary Member

d. Affiliate Member

                   2.02   ELIGIBILITY FOR INDIVIDUAL MEMBERSHIP

a. Eligibility for individual Membership of each category shall be limited to those who are of good character and reputation, who agree to comply with these Bylaws and who agree to accept the rights and privileges granted to and the duties undertaken by their category of membership as described herein.

b. Qualifications, admission requirements, privileges as other members in the same category; except that SIAP may lower dues and/or assessments for such members.

                 2.03   CHANGES AFFECTING MEMBERSHIP

Changes in membership eligibility or qualifications set forth in these Bylaws shall not be retroactively applied.

                 2.04   PROPERTY INTERESTS

No member shall have any right, title or interest in SIAP property at any time.

2.1 PRINCIPAL MEMBERS

2.1.1 Qualifications. Principal Members of the SIAP are individuals who hold minimum Bachelor Degree or equivalent in Architecture, Planning, Interior Design, or Landscape Architecture. Such members shall demonstrate honorable standing in the profession and in their community.

2.1.2 Admission. Principal Members of the SIAP shall be recommended by two principal members in good standing and approved by membership committee.

2.1.3 Rights and Privileges of Principal Members

2.1.3.1 Title. Principal Members in good standing may bring or otherwise use in connection with their practice and work:

a. the initials SIAP as a suffix to their names, and

b. the title "Member of the Society of Iranian Architects & Planners."

2.1.3.2 Pin and Emblem. Principal Members may use gold SIAP lapel pin and SIAP emblem within the limitations established by SIAP.

2.1.4 Privileges of Principal Members.

a. May speak and vote on all issues submitted to or otherwise voted upon by the membership.

b. May be appointed as members of committees at all levels of the SIAP.

c. May serve as SIAP representative.

d. May serve on any SIAP committee and chair any committee.

e. May serve as an Officer or director of SIAP.

2.2 ASSOCIATE MEMBERS

2.2.1 Qualifications. Associate members of SIAP are as follows:

a. Students of School of Architecture and/or Planning, Interior Design and Landscape Architecture.

b. Those who are employed under the supervision of an architect in a professional or technical capacity directly related to the practice of architecture or;

c. Those who are faculty members in university programs in architecture who do not hold architecture/planning degree and who are actively involved in research, administration or the teaching of architecture.

d. Admission. Associate Members of the SIAP shall be recommended by two principal members in good standing and approved by membership committee.

2.2.2 Rights and Privileges of Associate Members.

2.2.2.1 Title. Associates in good standing may indicate that they are Associates of the SIAP and may use the title Associate SIAP.

2.2.2.2 Privileges. Associates shall have the same rights and privileges as principal members except as noted below:

a. Association may serve as voting members on SIAP, provided that they hold no more than two seats in addition to the seats assigned to principal members of the board and must be active member(s) of SIAP Basic Committee(s). However, Associate Members are not eligible to vote for principal member directors.

b. Associates may speak on all issues except formal and informal charges of unprofessional conduct of principal members.

c. Associates may serve as members of SIAP committees, except those involved with formal or informal charges of unprofessional conduct by members.

d. Associates may not act as a representative of SIAP.

2.2.2.3 Membership on the Board. When their number in SIAP reaches one-third of total members, Associates may elect a representative from their ranks to serve as a member of the Board. This representative shall be permitted to speak and vote on all issues except for charges of unprofessional conduct by members, and shall not be eligible to be an officer.

2.3 AFFILIATE MEMBERS

2.3.1 Eligibility for Affiliate Membership. Individuals or those who are not otherwise eligible for membership in SIAP and who meet one or more of the following requirements shall be eligible for Affiliate membership in SIAP.

a. Affiliate Professional: Those individuals with established professional reputations, or persons who are employed outside of architectural practice but are involved in positions allied to the field of architecture. Affiliate Professional members may include engineers, sculptors, muralist, artists, professionals in government, education and research, graphic designers, lighting designers, writers and photographers.

b. Affiliate Industry. Those individuals who are employed by or representing firms in the construction industry engaged in research, design, development, testing manufacture, distribution, or training for building and construction products or systems.

c. Affiliate Media. Those individuals employed full-time as writers or reporters by the media, including newspapers and trade or professional journals that are distributed to the general public.

2.3.2 Rights and Privileges. An Affiliate member of SIAP:

a. May not print or permit to be printed or in any way use the name, title, initials, seal, symbol or insignia of SIAP.

b. May not make motions or vote at any meeting of SIAP.

c. May serve on any committee with exception as set forth in 2.2.2.2 b & c, but may not chair any committee.

d. May not be an Officer or Director or as a representative of SIAP.

2.4 HONORARY MEMBERS

2.4.1 Qualifications. Any person of esteemed character who is otherwise ineligible for membership but who has rendered distinguished service to the profession of architecture, or to the arts and sciences allied therewith, may be admitted by the Board as an Honorary Member or SIAP. Not more than two Honorary Members shall be admitted by the Board within one calendar year. Consideration of nominees for Honorary Membership shall be confidential and shall conform with procedures set forth in the Rules of the Board.

2.4.2 Rights and Privileges. An Honorary Member of SIAP.

a. May use the title "Honorary of the Society of Iranian Architects and Planners, which title shall not be changed or abbreviated in any way nor used with the symbol, seal, or insignia of the SIAP.

b. May attend any meeting of SIAP and, upon invitation of the presiding officer, may speak and take part in the discussions of all matters except those which concern membership, unprofessional conduct or finances but may not make motions or vote.

c. May not be an Officer or Director, may not serve on its committees except as an advisor, and may not act as representative or agent of SIAP.

2.4.3 Obligations. An Honorary Member of SIAP shall not be subject to any admission fee or dues, nor have any monetary liability to SIAP.

2.5 INDIVIDUAL MEMBERSHIPS

2.5.1 Good Standing. The rights and privileges of those holding an individual SIAP membership of any category shall be conditioned upon said member being in good standing in SIAP.

a. An individual Member of SIAP shall be in good standing provided said Members is not in default of any financial obligation to SIAP. For good and sufficient reasons the Board may waive financial obligation to SIAP, in whole or in part for the current calendar year.

2.5.2 Termination of Membership.

Individual membership in SIAP shall be terminated at the death of the member, by resignation, or by failure to maintain membership in good standing per decision of the special or annual meeting of the members.

2.5.3 Reinstatement of Membership.

A resigned or terminated member of SIAP may be reinstated subject to the approval of the Board.

2.6 GROUP MEMBERSHIP

2.6.1 Classes of Group Membership

                                               a. Section of SIAP

                                               b. Student Associations of SIAP

                                               c. Affiliated Organizations of SIAP

2.6.2 Sections of the SIAP

a. Formation. A section of SIAP may be established by SIAP members residing in a city or group of cities in the State of California and be approved by the Board.

a.1 It shall contain not less than ten (10) SIAP members.

b. Bylaws. Sections of SIAP shall be governed by the SIAP bylaws but may adopt their own supplemental Bylaws as approved by the Board.

c. Policy Statements of the Section: policy concerning community interest presented to a public or quasi-public official or agency shall be in concert with SIAP policies. If no such policy exists, prior approval of the SIAP Board must be obtained.

d. Membership. Members of all categories of a Section of SIAP shall retain membership in SIAP with all interests, rights, privileges, and obligations thereto unaltered.

e. Committees: SIAP sections may form their own committees as related to their local needs and activities within SIAP bylaws.

2.6.3 Student Association

a. Formation: A Student Association may be established by SIAP members residing in a city or group of cities in the State of California and be approved by the Board.

a.1 It shall contain not less than ten (10) Student Associates.

b. Bylaws: Student Association of SIAP shall be governed by the SIAP and Rules of the Board but may adopt their own supplemental Bylaws as approved by the Board.

c. Policy Statements of Student Association of SIAP shall be in concert with SIAP policies. If no such policy exists, prior approval of the SIAP Board must be obtained.

d. Membership. Members of Student Association of SIAP shall retain membership in SIAP with all interests, rights, privileges, and obligations thereto unaltered.

e. Committees: SIAP students associates may form their own committees as related to their local needs and activities within SIAP bylaws.

2.6.4 Affiliated Organizations

a. Affiliations. The Board, for the promotion of SIAP purposes, may affiliate any professional, civic, or construction organization which is not used or maintained for financial gain, price fixing, or political purposes. Affiliated organizations may not obligate the SIAP or its membership in any way whatsoever.

b. Authorization of such affiliation shall be approved by the Board by two-thirds vote for the entire membership of the Board.

c. Establishment of such affiliation shall be evidenced by a written agreement, duly executed by the Board and the Affiliated Organization shall be as set forth in the SIAP Rules of the Board.

d. Conditions. The general conditions of SIAP for affiliation of any organization shall be set forth in the SIAP Rules of the Board.

e. Interests, Rights and Privileges. Affiliated Organizations shall have no financial interests, rights or privileges in SIAP, nor SIAP in them other than those specially agreed to by the Board at the time of the affiliation.

ARTICLE 3 DUES

3.0 DUES

3.01 Annual Dues

a. Any member terminated for non payment of dues and applying for reinstatement in the same year must pay back all indebtedness to SIAP in the year of termination before being readmitted.

b. Any member terminated for non-payment of dues and applying for reinstatement in any year following termination must pay a reinstatement fee, established by the SIAP Finance Committee, in addition to full payment of current SIAP dues.

c. The Board shall establish the annual Base Dues for all classes of individual membership for the following calendar year.

3.02 Base Dues

a. Members Base Dues shall be proposed by the Board and approved by the members in annual meeting.

                                                  b. Associate Members base dues shall be established by the Board annually.

                                                  c. Affiliate Members base dues shall be established by the Board annually.

3.1 PAYMENT OF DUES

3.1.1 Base Dues shall be paid annually, and shall be due and payable upon receipt of invoice.

3.1.2 Base Dues for the remainder of the first calendar year of Membership shall be prorated by the Board and shall become due and payable when application for membership is approved.

3.2 WAIVER OF DUES

The Board for what it deems adequate cause, may waive a financial obligation to the SIAP of any member in whole or in part for the current year.

3.3 DEFAULT

3.3.1 Condition of Default

a. Any member who has not paid annual Base Dues for any calendar year within sixty (60) days after billing shall be in default.

3.3.2 Notice of Default

a. At each established due date, all members shall be notified of their default, if any, and of the amount.

b. A member in default is not in good standing. By direction of the Board, the Secretary may publish in a publication of the SIAP a list of those members in default or otherwise not in good standing but shall not state amounts owing.

3.3.3 Termination for Default

a. SIAP Notification. When Members or Associate Members are in default as of the 31st of August in any calendar year, the SIAP Secretary may recommend to the Board that their membership be terminated provided they have been sent written notice at least thirty (30) days prior to such warning of impending termination.

ARTICLE 4 MEMBERSHIP MEETING

4.0 ANNUAL MEETING

There shall be an annual meeting of the SIAP in the month of January at which the new officers and directors shall be installed and the annual report shall be given.

4.1 ELECTION MEETING

SIAP election meeting shall be held in November at which the new vice-president/president elect and other directors for the ensuing year shall be elected in accordance with the provisions set forth herein.

4.2 BOARD MEETINGS

4.2.1 Members of the Board may participate in a meeting through use of conference telephone or similar communication equipment, so long as all members participating in such meeting can hear one another.

4.2.2 Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

4.3 SPECIAL MEETING OF THE BOARD

4.3.1 Special meeting of the Board for any purpose(s) may be called at any time by the President, any Vice President, Secretary, or by any two directors.

4.3.2 Special meetings of the Board shall be held upon four days written notice or forty-eight (48) hours given personally or by telephone, telegraph, fax or other similar means of communication. Any such notice shall be addressed or delivered to each director at such director's address as it is shown upon the records of the corporation by the director for purposes of notice or if such address is not shown on such records or is not readily ascertainable, at the place in which the meeting of the directors are regularly held.

Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.

4.3.3 A majority of the members of the Board eligible to