Article I — Name, Office, and Purpose

Section 1.1 — Name

The name of this organization is Owrang Institute of Arts and Culture (hereinafter “the Institute” or “Owrang”).

Section 1.2 — Principal Office

The principal office of the Institute is located in Sacramento County, California. The Board of Directors may change the location of the principal office and may establish other offices as the activities of the Institute require.

Section 1.3 — Purpose

The Institute is organized exclusively for charitable, educational, and artistic purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code). The specific purposes of the Institute are to:

• Preserve, promote, and celebrate Persian arts and culture through theater, music, dance, and the performing arts;
• Produce original theatrical productions, concerts, and cultural events in California and beyond;
• Provide arts education through classes, workshops, and mentorship programs;
• Publish books, magazines, and other cultural materials in Persian and English, including works by independent Iranian and diaspora writers;
• Produce and distribute a podcast and other digital media;
• Foster community and intercultural understanding through the performing and visual arts;
• Support emerging artists through auditions, volunteer opportunities, and collaborative productions.

Section 1.4 — Limitation of Purposes

Notwithstanding any other provision of these Bylaws, the Institute shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 1.5 — Political and Legislative Activities

No substantial part of the activities of the Institute shall consist of carrying on propaganda, or otherwise attempting to influence legislation. The Institute shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. The Institute’s cultural, educational, and literary work — including the publication of artistic and literary works that reflect the voices of independent and diaspora writers — is undertaken in furtherance of its exempt purposes and not as political campaign activity.

Article II — Nonprofit and Tax-Exempt Status

Section 2.1 — Nonprofit Status

The Institute is a nonprofit public benefit corporation organized under the California Nonprofit Public Benefit Corporation Law for public and charitable purposes. It is not organized for the private gain of any person.

Section 2.2 — Tax-Exempt Status

The Institute is organized and shall be operated exclusively for purposes that qualify it for exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code.

Section 2.3 — Prohibition Against Private Inurement

No part of the net earnings of the Institute shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the Institute shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the purposes set forth in Article I.

Section 2.4 — No Members

The Institute shall have no statutory voting members within the meaning of Section 5056 of the California Corporations Code. Any reference in these Bylaws or in the Institute’s materials to “members” (for example, members of the public who participate in or support the Institute’s programs) refers to program participants and supporters and does not confer any statutory membership rights. All corporate powers shall be exercised by or under the direction of the Board of Directors.

Article III — Board of Directors

Section 3.1 — General Powers

The activities and affairs of the Institute shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors, subject to the limitations of the Articles of Incorporation, these Bylaws, and applicable law.

Section 3.2 — Composition

The Board of Directors presently consists of three (3) founding directors:

• Rokhand Gharavi — President & Chief Executive Officer
• Sadegh Hatefi — Art Director
• Adam Hatefi — Director

The Board may increase the number of directors. Certain directors are related to one another by family. The Institute acknowledges these relationships and addresses any resulting conflicts of interest through the conflict-of-interest and related-party provisions of Article VI.

Section 3.3 — Authority of the President

Subject to the oversight of the Board and to these Bylaws, the President shall have general executive authority over the day-to-day operations, programming, and administrative affairs of the Institute. Financial decisions outside the ordinary course of operations remain subject to Board approval as set forth in these Bylaws.

Section 3.4 — Term

The founding directors shall serve without fixed term limits. Each director shall serve until resignation, removal, death, or incapacity.

Section 3.5 — Changes to Board Composition; Vacancies

Any change to the composition of the Board — including the addition or removal of a director — shall require the unanimous consent of all then-serving directors. A vacancy may be filled by unanimous consent of the remaining directors.

Section 3.6 — Resignation

A director may resign at any time by giving written notice to the Board. Such resignation shall take effect on the date of receipt or at any later time specified in the notice.

Section 3.7 — Volunteer Service; No Compensation as Director

All directors serve on a volunteer basis. No director shall receive any compensation for service as a director. Directors may be reimbursed for reasonable expenses actually incurred in carrying out the business of the Institute, provided such expenses are documented and approved in accordance with these Bylaws.

Section 3.8 — Standard of Care

Each director shall perform the duties of a director in good faith, in a manner the director believes to be in the best interests of the Institute, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

Article IV — Meetings of the Board

Section 4.1 — Regular Meetings

The Board of Directors shall hold a minimum of four (4) regular meetings per year. Meetings may be held in person, by telephone, or by video conference.

Section 4.2 — Special Meetings

Special meetings of the Board may be called by the President or by any director.

Section 4.3 — Notice

Reasonable notice of the time and place of each meeting shall be given to each director by any usual means of communication. A director may waive notice before, at, or after a meeting, and attendance at a meeting constitutes waiver of notice unless the director objects at the beginning of the meeting to the transaction of business.

Section 4.4 — Quorum

A majority of the directors then in office shall constitute a quorum for the transaction of business. Except as otherwise required by these Bylaws (including matters requiring unanimous consent), the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 4.5 — Action Without a Meeting

Any action required or permitted to be taken by the Board may be taken without a meeting if all directors consent in writing (including by electronic transmission) to that action. Such written consents shall be filed with the minutes of the proceedings of the Board.

Section 4.6 — Minutes

The Institute shall keep written minutes of all meetings of the Board and of all actions taken by written consent.

Article V — Officers

Section 5.1 — Officers

The officers of the Institute shall be a President, a Secretary, and a Treasurer (Chief Financial Officer), and such other officers as the Board may designate. The Board shall appoint the Secretary and the Treasurer from among the directors or other qualified persons. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the President.

Section 5.2 — Duties of the President

The President shall serve as the chief executive officer of the Institute, shall preside over all meetings of the Board, shall represent the Institute in its external relations, and shall, subject to Board oversight, sign contracts and other instruments on behalf of the Institute.

Section 5.3 — Duties of the Secretary

The Secretary shall keep or cause to be kept the minutes of Board meetings, shall maintain the corporate records, and shall give notices as required by these Bylaws.

Section 5.4 — Duties of the Treasurer

The Treasurer (Chief Financial Officer) shall have charge and custody of the funds of the Institute, shall keep accurate books and records of account, and shall present financial reports to the Board. All funds of the Institute shall be deposited in accounts in the name of the Institute, and all disbursements shall be made through traceable, documented channels.

Article VI — Compensation and Conflicts of Interest

Section 6.1 — Compensation

As of the adoption of these Bylaws, all directors and officers serve as volunteers and receive no compensation. The Institute does not currently pay, and has never paid, any compensation to any director or officer. Should the Board in the future determine that compensation for services actually rendered is appropriate, any such compensation shall be reasonable, shall be approved in advance by the disinterested directors, shall be supported by comparable-compensation data, and shall be documented in the minutes, in accordance with Section 6.2 and applicable law. No compensation arrangement shall result in private inurement prohibited by Section 2.3.

Section 6.2 — Conflict of Interest Policy

(a) Purpose. This policy is intended to protect the Institute’s interest when it contemplates entering into a transaction or arrangement that might benefit the private interest of a director or officer, or might result in an excess-benefit transaction. This policy supplements, and does not replace, applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable corporations.

(b) Definitions. An “interested person” is any director or officer who has a direct or indirect financial interest, as defined below. A “financial interest” exists when a person has, directly or indirectly through business, investment, or family, an ownership or investment interest in, a compensation arrangement with, or a potential interest of that kind in, any entity or individual with which the Institute has or is negotiating a transaction or arrangement. “Family” includes a person’s spouse, domestic partner, parents, children, siblings, and the spouses or domestic partners of those persons.

(c) Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and all material facts to the directors considering the proposed transaction or arrangement.

(d) Procedure. After disclosure, the interested person shall leave the meeting while the financial interest is discussed and voted upon. The remaining (disinterested) directors shall determine whether a conflict of interest exists and, if so, whether the transaction or arrangement is in the Institute’s best interest, is fair and reasonable, and whether a more advantageous arrangement is reasonably attainable. The interested person shall not vote on the matter.

(e) Records. The minutes of any meeting at which a conflict of interest is considered shall record the names of the persons who disclosed or were found to have a financial interest, the nature of the interest, any action taken to determine whether a conflict existed, the Board’s decision, and the names of the persons present for discussion and votes relating to the transaction.

(f) Annual Statements. Each director and officer shall annually sign a statement affirming that the person has received, read, and agreed to comply with this conflict-of-interest policy.

Section 6.3 — Related-Party Transactions

Because certain directors are related by family, the Institute shall exercise particular care with any transaction between the Institute and a director, an officer, or a family member or business affiliate of either (a “related party”). Any such transaction must (i) further the exempt purposes of the Institute, (ii) be on terms no less favorable to the Institute than fair market value, (iii) be approved in advance by the disinterested directors based on appropriate comparability data (such as quotes from unrelated providers or other market information), and (iv) be documented in the minutes. The Institute shall not lend money to or guarantee the obligations of any director or officer, consistent with Section 5236 of the California Corporations Code.

Article VII — Finances and Records

Section 7.1 — Fiscal Year

The fiscal year of the Institute shall begin on January 1 and end on December 31 of each year.

Section 7.2 — Donations and Tax Receipts

All donations to the Institute are tax-deductible to the extent permitted by law. The Institute shall provide written acknowledgment of all charitable contributions in compliance with Internal Revenue Service requirements.

Section 7.3 — Books and Records

The Institute shall keep adequate and correct books and records of account; minutes of the proceedings of the Board; and a copy of the Articles of Incorporation, these Bylaws, and the Institute’s exemption determination and filings. These records shall be open to inspection by any director at any reasonable time.

Section 7.4 — Financial Controls

All funds shall be received and disbursed through accounts maintained in the name of the Institute, using documented and traceable channels. The Treasurer shall present financial reports to the Board at least annually, and the Board shall review the Institute’s finances at least annually.

Article VIII — Indemnification

To the fullest extent permitted by the California Nonprofit Public Benefit Corporation Law, the Institute shall indemnify its directors and officers against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that the person is or was an agent of the Institute, provided the person acted in good faith and in a manner reasonably believed to be in the best interests of the Institute. The Institute may purchase and maintain insurance on behalf of its directors and officers to the extent permitted by law.

Article IX — Amendments

These Bylaws may be amended, repealed, or restated only by the unanimous written vote of all directors then in office, provided that no amendment shall be inconsistent with the Articles of Incorporation or with the requirements of Section 501(c)(3) of the Internal Revenue Code.

Article X — Dissolution

Upon the dissolution of the Institute, after paying or adequately providing for its debts and obligations, the remaining assets shall be distributed to one or more organizations organized and operated exclusively for charitable, educational, or artistic purposes that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or shall be distributed to a federal, state, or local government for a public purpose. No assets shall be distributed to any director, officer, or private individual.

Article XI — Miscellaneous

Section 11.1 — Governing Law

These Bylaws shall be governed by and construed in accordance with the laws of the State of California and the applicable provisions of the Internal Revenue Code.

Section 11.2 — Precedence

In the event of any conflict between these Bylaws and the Articles of Incorporation, the Articles of Incorporation shall control. In the event of any conflict between these Bylaws and applicable law, applicable law shall control.

Section 11.3 — Severability

If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Certificate of Adoption

These Bylaws were adopted by the Board of Directors of Owrang Institute of Arts and Culture in Sacramento, California.