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BYLAWS OF

JEWEL OF PERSIA, Inc. (JOP)


ARTICLE-I DEFINITIONS


Unless the context clearly indicates a different meaning thereof, the terms used herein, shall have the meaning specified in the Article.


SECTION-1 ARTICLES

The term “Articles” shall mean the articles of incorporation of the Jewel of Persia, Inc. (JOP), a Persian Cultural Center, which are or shall be filed in the office of the Secretary of the State of California.


SECTION-2 JEWEL OF PERSIA, Inc. (JOP)

The term “JOP” shall mean and refer to the Jewel of Persia, Inc., and its successors and/or assignees, incorporated as a “Nonprofit” corporation under the laws of the State of California.


SECTION-3 BOARD

The term “Board” shall mean the Board of Directors of JOP.


SECTION-4 BYLAWS

The term “Bylaws” shall mean the Bylaws of JOP, which are or shall be adopted by the Board.


SECTION-5 CORPORATE OFFICERS

  1. The term “President” shall mean the President of JOP

  2. The term “Treasurer” shall mean the Treasurer of JOP

  3. The term “Secretary” shall mean the Secretary of JOP

  4. The term “Vice President” shall mean the Vice President of JOP

  5. The term “Officers” shall mean the Officers of JOP



ARTICLE-II OFFICES


SECTION-1 PRINCIPAL OFFICE

The principal office of the corporation for the transaction of its business is currently located at County of Orange, California.


SECTION-2 CHANGE OF ADDRESS

The county of the corporation’s principal office can be changed only by amendment of these Bylaws and not otherwise. The Board may; however, change the principal office location within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment to these Bylaws.

_________________________________ Dated: ______________, 20__

_________________________________ Dated: ______________, 20__


ARTICLE-II OFFICES


SECTION-3 OTHER OFFICES

The corporation may also have offices at such other places within or outside the State of California, where it is qualified to do business, as its business requires and as the Board of Directors may, from time to time, designate.



ARTICLE-III PURPOSE


This corporation is a “Nonprofit” “Public Benefit” corporation under the nonprofit public benefit corporation laws. The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under such laws. The primary objectives of this corporation shall be:


SECTION-1 JEWEL OF PERSIA, A PERSIAN CULTURAL CENTER

To establish a Persian Cultural Center, “Jewel of Persia”, JOP shall acquire a parcel of land (10 to 15 acres) in Orange County and then design, construct, and operate the Center. The purpose of this Center will be to promote Persian history, literature, arts & crafts, and music within the meaning of Section 23701(e) of the revenue and taxation code of the State of California and Section 501(c)(3) of the Internal Revenue Code.


SECTION-2 EDUCATION

JOP shall provide an educational forum for the Persian-Americans, Americans, and other ethnicities to gather and foster the introduction and discussion of Persian culture, literature, arts, and music. If possible, JOP may establish a scholarship program to provide financial assistance for arts and science students.


SECTION-3 LIMITATIONS

  1. Property: The property, assets, profits, and net income are dedicated irrevocably to the purpose set forth in Article-III above. No part of the profits or net earnings of this corporation shall ever inure to the benefit of any of its Directors, Trustees, Corporate Officers, Members (if any), employees, or to the benefit of any private individual.

  2. Dissolution: Upon the winding up and dissolution of this corporation, after paying or adequately providing for the payment of the debts, obligations, and liabilities of the corporation, the remaining assets of this corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organizes and operated exclusively by The JOP, Inc., and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Laws).


ARTICLE-IV BOARD OF DIRECTORS


SECTION-1 NUMBER OF DIRECTORS

The corporation shall have Seven (7) Honorary Board of Directors (BOD). All BOD members shall volunteer their times and their efforts and shall not receive financial compensations for their services during their terms. The President of JOP shall be one of the Board members. The number of Directors may be changed by amendment of these Bylaws, as provided in these Bylaws.


ARTICLE-IV BOARD OF DIRECTORS


SECTION-2 ADVISORY BOARD

JOP at any time may establish one or more temporary or permanent “Advisory Boards”. A 2/3 majority-vote of the Board shall be required for the creation and dissolution of the Advisory Boards as well as the appointment or removal of any Advisory Board members. Members of the Advisory Boards shall not have any voting rights. Upon unanimous approval of the Board, members of the Advisory Board may be financially compensated for their services.


SECTION-3 POWERS

Subject to the provisions of the California Non-Profit Public Benefit Corporation Laws and any limitations in the Articles of Incorporation and Bylaws relating to the action required or permitted to be taken to this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.


SECTION-4 DUTIES OF BOARD OF DIRECTORS

It shall be the duty of the Board of Directors to:


  1. Perform any and all duties imposed on them collectively or individually by Law, by the Articles of Incorporation of JOP Corporation, or by these Bylaws.

  2. Provide direction and long-term planning for the JOP Corporation.

  3. Corporate Officers of JOP shall be selected from the Board members and by the majority of the Board.

  4. President: The President shall preside at all Board meetings. He/she shall preserve order, put all proper motions before the Board meeting if duly seconded, and decide all questions of order. If the President is unable to attend, the Treasurer, Secretary, or one of the Vice Presidents shall preside over the Board meeting, respectively. The President shall co-sign all JOP checks along with the Treasurer.

  5. Treasurer: The Treasurer shall co-sign all the JOP checks along with the President. The Treasurer shall be responsible for the preparation and presentation of JOP’s quarterly financial reports to the Board.

  6. Secretary: The Secretary shall be responsible for recording the minutes of all Board meetings. The Secretary shall be also responsible for communicating all of the Board’s actions on a bi-weekly basis to the JOP’s Board members.

  7. Other board Members: The duties of the Vice presidents and all other Board members shall be defined and approved by the majority vote of the Board and a copy of that approval shall become part of the corporate binder.

  8. All Board Members: All Board members shall be knowledgeable of all activities of JOP and ensure compliance of their activities with the charter of JOP. All Board members shall be present at JOP’s Board meetings and shall perform all other duties as may be reasonably assigned to them by the Board.

  9. If and when necessary, revise and update JOP’s Bylaws and Operating Procedures.






ARTICLE-IV BOARD OF DIRECTORS


SECTION-5 DUTIES OF ADVISORY BOARD MEMBERS

Advisory Board members shall have the following duties:


  1. Attend and participate in the Board meetings.

  2. Each member shall individually take full responsibility for the planning and implementation of one or more JOP’s yearly activities such as fundraising events, advertising, community networking, Center’s operation, and etc.


SECTION-6 TERM OF OFFICE

  1. Each Director shall hold office for Three (3) years beginning the first day of Persian New Year, March 21st as specified in these Bylaws, and hold office until his/her successor is selected and qualified by the Board of Directors. The first term is up on March 20, 2005.

  2. Each Advisory Board member shall hold office for Two (2) years from the date of his/her appointment by the Board. The first term of Advisory Board end at Mach 20, 2004.


SECTION-7 SELECTIONS AND APPOINTMENTS

  1. The candidates for the Board of Directors must have been outstanding members of respective Persian community with excellent reputation and without any strong political, racial, or religious believes that may have a negative affect on the JOP’s activities. The candidates must also make a commitment to volunteer a minimum of four (4) hours of their time per week to perform their duties as specified herein. Candidates for the JOP’s Board shall not have any financial interests in operation of the JOP. All candidates must register their candidacy on or before February 21st of the election year. The outgoing Board of Directors will select the new Board members by 2/3-majority vote.

  2. Advisory Board members shall be appointed by the 2/3-majority vote of the Board.


SECTION-8 MEETINGS OF THE BOARD OF DIRECTORS

Meeting of Board of Directors shall be held at least once every month. These meetings shall be held at such a place, which has been designated, from time to time, by resolution of the Board. Any meeting, regular or special, should be publicized to all Board members via telephone, fax, e-mail, mail, or similar communication media at least one week in advance. All Board meetings shall be open to public, unless otherwise specified by the unanimous approval of the Board.


SECTION-9 QUORUM FOR MEETINGS OF THE BOARD OF DIRECTORS

A quorum shall consist of at least 2/3 of the Board members, one of whom must be President, Treasurer, or a Board member representing the President. All decisions passed must have the support of the majority of the Board members present at the meeting. At any meeting at which a quorum is not established, the only motion, which the chair shall recognize shall be a motion to adjourn that meeting and no other business shall be considered. The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business not withstanding the loss of a quorum at the meeting due to withdrawal of one or more Director from the meeting, provided that any action thereafter taken must be approved by the aforementioned stipulations or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of JOP Corporation.



ARTICLE-IV BOARD OF DIRECTORS



SECTION-10 MAJORITY ACTION AS BOARD ACTION

Every act performed or decision made by a majority of the Board at a meeting duly held at which a quorum is present is the act of the Board of Directors.


SECTION-11 VACANCIES

Vacancies on the Board of Directors shall exist:


  1. On the death, resignation, or removal of any Director.

  2. Whenever the number of authorized Directors is increased.

  3. Any Director may resign effective upon giving written notice to the President or the Secretary of JOP, unless the notice specifies a later time for the effectiveness of such resignation. The effective resignation should be recorded in the corporation book or minutes of the Board meeting. Vacancies of the Directors, including for the President, shall be filled by the unanimous approval of the Board members.


SECTION-12 NON-LIABILITY OF DIRECTORS

The Directors shall not be personally liable for the debts, liabilities, or other obligations of JOP.


SECTION-13 INDEMNIFICATION BY CORPORATION OF DIRECTORS

To the extent that person, who is, or previously has been a Director, or Officer of this corporation has been successful on the merit of any civil, criminal, administrative, or legislative proceeding brought to procure a judgment against such person by reason of the fact that he or she is or was an Officer of the corporation or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against liabilities and expenses actually and reasonably incurred by the person in connection with such proceeding.


If such person either settles any claim or sustain a judgment against him or her, then indemnification against expenses, judgment fines, settlements, and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of California Non-Profit Public Benefit Corporation Laws.


SECTION-14 REMOVAL FROM OFFICE

The motion for removal of any Director can be initiated by any voting member of the JOP Board upon securing a removal petition with the signatures of at least 2/3 of the voting members, and submission of the petition to the President or the Secretary of JOP. A reconfirmation process must take place within sixty (60) days from the date of submission of the petition.



ARTICLE-V FISCAL YEAR


The fiscal year of the corporation shall begin on the 1st of April and end on the March 31st of the prevailing year.



ARTICLE-VI AMENDMENTS


SECTION-1 AMENDMENT OF BYLAWS

These Bylaws may be amended at any time by the consent of a 2/3 majority of the voting JOP Board members. Notice of proposed revisions shall be sent out to all Board members, thirty (30) days in advance.



ARTICLE-VII


SECTION-1 INDEMNIFICATION

  1. Right of Indemnity: To the full extent permitted by law, this corporation shall indemnify its Directors, Officers, Employees, and other persons described in Section 7237(a) of the California Corporation Code, including person formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any “Proceeding”, as that term is used in such Section and including an action by or in the right of the corporation, by reason of the fact that such person is or was a person described by such Section. “Expenses”, as used in these Bylaws, shall have the same meaning as in Section 7237(a) of the California Corporation Code.

  2. Approval of Indemnity: Upon written request to the Board by any person, as defined in Article-VII, Section-1 above, seeking indemnification under Section 7237(b) of the California Corporation Code, the Board shall promptly determine in accordance with Section 7237(e) of the Code whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought is such as to prevent the formation of a quorum of Directors who are not parties to such proceeding, the Board or the attorney or other person rendering services in connection with the defense shall apply to the court in which such proceeding is or was pending to determine whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met.

  3. Advancement of Expenses: To the full extend permitted by law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by these Bylaws shall be advanced by JOP prior to the final deposition of the proceeding upon receipt by the corporation of an undertaking by or on behalf of such person that the advance will be repaid unless it is ultimately determined that such person is entitled to be indemnified by the corporation therefore.


SECTION-2 INSURANCE

The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Directors, Officers, Employees, and other agents of the corporation, against any liability asserted against or incurred by a Director, Officer, or Employee in such capacity or arising out of the Director’s Officer’s, or Employee’s, status as such.






ARTICLE-VIII



SECTION-1 MAINTENANCE OF CORPORATE RECORDS

The JOP Corporation shall keep:

  1. Adequate and correct books and records.

  2. Minutes in written form of the proceedings of the Board and committees of the Board.

  3. All bookkeeping ledgers, accounting documents, contracts, banking documents, and etc.


SECTION-2 INSPECTION BY BOARD OF DIRECTORS

Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of any kind and the physical properties of the corporation and the records of each of its subsidiaries. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.


SECTION-3 ANNUAL REPORT

Except as provided under Section 8321 of the California Corporation Code, not later than 120 days after the close of the fiscal year of the corporation, the Board shall cause an “Annual Report” to be sent to all members of the Board. Such report shall contain the following information in reasonable detail:

  1. The assets and liabilities, including the trust funds, of JOP as of the end of the fiscal year.

  2. The principal changes in assets and liabilities, including the trust funds of JOP during the fiscal year.

  3. The revenue or receipts of JOP, both unrestricted and restricted to particular purposes, for the fiscal year.

  4. The expenses or disbursements of JOP, for both general and restricted purposes, during the fiscal year.

  5. Any information required by Section 4, below.


SECTION-4 TRANSACTIONS AND INDEMNIFICATIONS

The corporation shall prepare annually and furnish to each Director a statement of any transaction or indemnification of the following kind within 120 days after the close of the fiscal year of the corporation:

  1. Any transaction to which the corporation or its subsidiaries were a party, and which any Advisory Board member had a direct or indirect material financial interest.

  2. Any transaction in the amount of $50,000, or any number of transactions involving the same person with the aggregate amount of $50,000.

  3. Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any Director or Officer of the corporation pursuant of Article-VII, Section-1 hereof.

The statement shall include a brief description of the transaction and the name of Director or Officer of the JOP Corporation.



ARTICLE-IX CERTIFICATION



The undersigned-organizing individuals of the “Jewel of Persia, Inc.”, do hereby certify that the above and foregoing Bylaws were duly adopted by the Board members of said organization as the Bylaws of said organization on the 1st day of August 2002, and that the same do now continue the Bylaws of said JOP Corporation.











September 30, 2002

Page 7 of 8

Rev. 2


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