By-Law

A by-law relating generally to the transaction of the business and affairs of "PERSIAN AWARDS®"
(Hereinafter referred to as the “Organization”)

TABLE OF CONTENTS
Article 1: Interpretation
Article 2: Business of the Organization
Article 3: Membership
Article 4: Meetings of Members
Article 5: Board of Directors
Article 6: Officers of the Organization
Article 7: Committees
Article 8: Awards, Juries, and Adjudication
Article 9: Regional Chapters and Associations
Article 10: Protection of Directors, Officers, and Others
Article 11: Financial Affairs
Article 12: General Provisions
Article 13: Amendments and Dissolution
Article 14: Core Values and Code of Conduct
Article 15: Intellectual Property and Media Policy
Article 16: Engagement of Youth and Next Generation
 

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ARTICLE 1: INTERPRETATION
1.1 Definitions: In this by-law and all other by-laws of the Organization, unless the context otherwise specifies or requires:
"Act" means the governing legislation under which the Organization is incorporated and legally registered.
"Awards" means the formal honours and prizes bestowed by the Organization.
"Board" means the Board of Directors of the Organization.
"By-law" means this by-law and all other by-laws of the Organization from time to time in force and effect.
"Organization" means Persian Awards®.
"Director" means a member of the Board.
"Jury" means an independent panel of experts appointed to adjudicate an Award category.
"Member" means a person admitted to a class of membership in the Organization.
"Officer" means an officer of the Organization appointed by the Board.

ARTICLE 2: BUSINESS OF THE ORGANIZATION
2.1 Head Office: The head office of the Organization shall be located in the City of Toronto, in the Province of Ontario. The Organization may establish other offices and agencies elsewhere as the Board deems expedient.
2.2 Corporate Seal: The corporate seal of the Organization shall be in such form as shall be prescribed by the Board and shall be entrusted to the Secretary for safekeeping.
2.3 Mission: The mission of the Organization is to operate a dynamic global network to unite, celebrate, and empower the global Persian community and enthusiasts of Persian culture by recognizing and promoting excellence in the arts, sciences, humanities, and public service.
2.4 Vision: To be the world's most prestigious international awards body for the Persian community, fostering cultural pride, professional growth, and global understanding.

ARTICLE 3: MEMBERSHIP
3.1 Classes of Membership: There shall be two classes of membership in the Organization:
(a) General Members: Membership shall be open to any individual who supports the mission of the Organization and completes the application process as determined by the Board. General Members shall not be entitled to vote at meetings of Members.
(b) Academy Members: Membership shall be by invitation of the Board only. Academy Members shall be distinguished individuals who have made significant contributions to arts, sciences, or culture relevant to the Organization's mission. Only Academy Members in good standing shall be entitled to vote at meetings of Members and be eligible for election to the Board.
3.2 Membership Dues: The Board may prescribe annual dues for any class of membership.
3.3 Termination of Membership: A membership is terminated when the member dies, resigns, is expelled.

ARTICLE 4: MEETINGS OF MEMBERS
4.1 Annual General Meeting (AGM): An AGM shall be held each year to elect Directors, appoint an auditor, and transact other business as may properly be brought before the meeting.
4.2 Special Meetings: The Board may at any time call a special meeting of Members.
4.3 Notice: Notice of the time and place of a meeting of Members shall be given not less than twenty-one (21) days before the meeting.
4.4 Quorum: A quorum for any meeting of Members shall be twenty-five percent (25%) of the voting Academy Members.
4.5 Voting: At any meeting of Members, every voting Academy Member in good standing shall be entitled to one vote. Voting by proxy shall not be permitted.

ARTICLE 5: BOARD OF DIRECTORS
5.1 Powers: The Board shall manage or supervise the management of the activities and affairs of the Organization.
5.2 Composition: The Board shall consist of not fewer than seven (7) and not more than fifteen (15) Directors.
5.3 Eligibility and Election: Only voting Academy Members are eligible for election as Directors. Directors shall be elected by the voting Academy Members at the AGM.
5.4 Term of Office: Each Director shall be elected for a term of three (3) years. Terms shall be staggered such that approximately one-third of the Directors are elected each year to ensure continuity. No Director may serve more than two (2) consecutive terms.
5.5 Meetings of the Board: The Board shall meet as often as necessary to transact its business. A quorum shall be a majority of the number of Directors in office.

ARTICLE 6: OFFICERS OF THE Organization
6.1 Appointment: The Board shall appoint from among the Directors a Chairperson, a Vice-Chairperson, a Secretary, and a Treasurer.
6.2 Duties: The Officers shall have such duties and powers as are typical for their positions and as the Board may from time to time prescribe.

ARTICLE 7: COMMITTEES
7.1 Establishment: The Board may appoint committees whose members will hold their offices at the will of the Board. The Board shall determine the duties of such committees.
7.2 Standing Committees: The Board shall establish the following standing committees:
(a) Executive Committee: To act for the Board between meetings, within prescribed limits.
(b) Governance and Nominating Committee: To oversee board governance, recruitment, and nominations.
(c) Finance and Audit Committee: To oversee the financial health and audit of the Organization.
(d) Awards and Adjudication Committee: To oversee the entire awards process, including establishing criteria, categories, and the appointment of Juries, ensuring the integrity and prestige of the Awards.

ARTICLE 8: AWARDS, JURIES, AND ADJUDICATION
8.1 Integrity of the Awards: The process for selecting recipients of the Awards shall be independent, impartial, and based on merit.
8.2 Appointment of Juries: The Awards and Adjudication Committee shall appoint an independent Jury for each Award category.
8.3 Composition of Juries: Juries shall be composed of distinguished experts in the relevant field who are recognized for their knowledge and integrity. Jury members need not be Members of the Organization.
8.4 Conflict of Interest and Confidentiality: All Jury members shall abide by a strict conflict of interest and confidentiality policy established by the Board.
8.5 Finality of Decisions: The deliberations of the Juries shall be confidential, and their decisions on the selection of Award recipients shall be final and not subject to appeal.

ARTICLE 9: REGIONAL CHAPTERS AND ASSOCIATIONS
9.1 Philosophy: In furtherance of the Organization’s “Global View, Local Focus” philosophy, the Board may authorize the establishment of Regional Chapters or Associations.
9.2 Establishment: The Board may establish Chapters in any city, region, or country to carry out the mission of the Organization at a local level.
9.3 Governance: Each Chapter shall operate under a charter approved by the Board and shall be governed by a local advisory committee, subject to the oversight and authority of the Organization’s Board of Directors.

ARTICLE 10: PROTECTION OF DIRECTORS, OFFICERS, AND OTHERS
10.1 Indemnification: The Organization shall indemnify and hold harmless every Director, Officer, committee member, Jury member, and volunteer from and against all costs, charges, and expenses which they may incur in respect of any action or proceeding brought against them for anything done or permitted by them in the execution of their duties, except such costs as are occasioned by their own willful neglect or default.

ARTICLE 11: FINANCIAL AFFAIRS
11.1 Financial Year: The financial year of the Organization shall end on December 31st of each year, unless otherwise determined by the Board.
11.2 Audit: The Members shall, at each AGM, appoint an auditor to audit the accounts of the Organization.

ARTICLE 12: GENERAL PROVISIONS
12.1 Execution of Documents: Contracts, documents, or any instruments in writing requiring the signature of the Organization shall be signed by any two Officers, and all contracts, documents, and instruments in writing so signed shall be binding upon the Organization without any further authorization or formality.

ARTICLE 13: AMENDMENTS AND DISSOLUTION
13.1 Amendment of By-laws: The by-laws of the Organization may only be amended, repealed, or enacted by a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast by the voting Academy Members at a meeting duly called for that purpose.
13.2 Dissolution: In the event of the dissolution or winding up of the Organization, its assets and property shall be distributed in accordance with the provisions of the Act and the Organization's articles of in Organization.

ARTICLE 14: CORE VALUES AND CODE OF CONDUCT
4.1 Core Values
The Organization shall be guided by the following core values in all of its activities:
(a) Excellence and Merit
(b) Transparency and Integrity
(c) Diversity and Inclusion
(d) Cultural Respect and Global Citizenship
(e) Innovation and Lifelong Learning
(f) Non-partisanship and Independence

14.2 Code of Conduct
All Members, Directors, Officers, Jury Members, and Volunteers of the Organization are expected to:
(a) Maintain respectful, inclusive, and ethical behavior;
(b) Avoid conflicts of interest and declare any relevant affiliations;
(c) Uphold the Organization’s mission and public trust;
(d) Refrain from any form of harassment, discrimination, or misconduct.
Violations of the Code of Conduct may result in disciplinary actions, including removal from roles or revocation of membership. 

ARTICLE 15: INTELLECTUAL PROPERTY AND MEDIA POLICY
15.1 Ownership of Submitted Content All artistic, written, audiovisual, or other creative content submitted to the Organization for award consideration remains the intellectual property of its creator(s), unless otherwise specified by mutual agreement.
15.2 Use by the Organization By submitting content, entrants grant the Organization a limited, non-exclusive, royalty-free license to use the material for promotional, archival, and educational purposes, with proper credit given.
15.3 Media Relations and Communications Only designated Officers or media representatives may officially speak on behalf of the Organization. Media appearances, press releases, or public statements must align with the Organization’s values and require prior approval.

ARTICLE 16: ENGAGEMENT OF YOUTH AND NEXT GENERATION
16.1 Youth Participation The Organization encourages the active involvement of youth (ages 16–30) in its programs, events, and regional chapters to ensure intergenerational continuity and innovation.
16.2 Youth Advisory Council A Youth Advisory Council may be established to provide perspectives on future-oriented programming, digital innovation, and outreach to emerging talents in the global Persian community.
16.3 Mentorship Programs The Organization may launch mentorship initiatives connecting experienced Academy Members and professionals with young talents to foster leadership development and knowledge transfer.