Governance

Article I – Name and Purpose

Section 1.1 Name

The name of this corporation is Faravahar Heme-Onc Alliance (FHOA).

Section 1.2 Purpose

The corporation is organized exclusively for charitable, educational, and scientific purposes under Section 501(c)(3) of the Internal Revenue Code. Its objectives include:

• Uniting Persian hematology-oncology professionals worldwide.
• Promoting scientific advancement in hematology and oncology.
• Providing free educational programs for fellows, residents, and medical students.
• Hosting conferences, seminars, and online forums to share expertise and knowledge.
• Supporting charitable initiatives, including scholarships for students in need.
• Encouraging cultural unity and heritage among Persian professionals while welcoming collaboration with the broader medical community.

Article II – Offices

Section 2.1 Principal Office

The principal office of the corporation shall be located in Bexar County, Texas.

Section 2.2 Additional Offices

The corporation may establish other offices as the Board of Directors determines necessary.

Article III – Membership

Section 3.1 Eligibility

Membership is open to physicians, researchers, trainees, and others dedicated to the advancement of hematology-oncology.

Section 3.2 Categories

The Board may create classes of membership (such as Regular, Student, or Honorary).

Section 3.3 Dues

Membership dues, if any, shall be established by the Board. Members may be suspended for failure to pay dues.

Article IV – Board of Directors

Section 4.1 Authority

The Board of Directors is the governing body of FHOA. It is responsible for establishing policy, safeguarding the mission, and overseeing the organization’s financial and legal health.

Section 4.2 Composition and Terms

• The Board shall consist of no fewer than three (3) members.
• Directors shall serve three-year terms.
• Terms shall be staggered so that one-third of the Board is elected or reappointed each year.
• Directors may be re-elected to successive terms.

Section 4.3 Responsibilities of the Board

The Board of Directors shall:

1. Define and uphold the mission and long-term vision of the organization.
2. Approve strategic plans, programs, and partnerships.
3. Review and adopt annual budgets and financial reports.
4. Ensure compliance with applicable laws and IRS requirements.
5. Select, support, and evaluate the officers of the corporation.
6. Establish committees and oversee their work.
7. Promote fundraising and advocacy for the mission.
8. Represent FHOA in the community and act as ambassadors of its values.

Section 4.4 Meetings

The Board shall meet at least two times per year. Special meetings may be called by the President or a majority of the Board.

Section 4.5 Quorum

A majority of current directors shall constitute a quorum for decision-making.

Section 4.6 Recognition of the Founder

• The corporation recognizes Dr. Behyar Zoghi as the Founder of FHOA.
• The Founder shall hold a permanent lifetime seat on the Board of Directors, with full voting rights.
• The Founder shall serve as the First President of the corporation.
• The Founder’s name shall remain permanently recorded in these bylaws, official records, and all historical documents of the corporation, even after his passing.

Article V – Officers

Section 5.1 Officers

The officers of the corporation shall include:

• President
• Vice President
• Secretary
• Treasurer

Section 5.2 Terms of Office

• Officers shall serve two-year terms.
• Officers may be re-elected for additional terms.
• Officers are elected by the Board of Directors.

Section 5.3 Duties of Officers

• President: Provides leadership, presides over meetings, represents the organization, and ensures implementation of Board policies.
• Vice President: Assists the President, assumes leadership in the President’s absence, and may oversee special projects.
• Secretary: Maintains accurate corporate records, including minutes of meetings, notices, and legal filings.
• Treasurer: Manages finances, oversees accounting, prepares budgets and reports, and ensures compliance with financial standards.

Article VI – Committees

The Board may create committees to carry out specific functions of the corporation, including but not limited to education, membership, finance, and events. Each committee shall report to the Board.

Article VII – Financial Administration

Section 7.1 Fiscal Year

The fiscal year shall end on December 31.

Section 7.2 Funds

All funds of the corporation shall be deposited into accounts held in the name of FHOA.

Section 7.3 Expenditures

All checks, drafts, and contracts must be signed by officers authorized by the Board.

Section 7.4 Asset Use

All assets are dedicated to advancing the mission of FHOA. No part of the net earnings may benefit any private individual, except as reasonable compensation for services rendered.

Article VIII – Indemnification

The corporation shall indemnify its directors, officers, employees, and agents to the fullest extent allowed by Texas law.

Article IX – Amendments

Amendments to these bylaws require a two-thirds (2/3) vote of the Board of Directors at a properly noticed meeting.

The Founder’s recognition and role as First President and permanent Board Member (Article IV, Section 4.6) may not be amended or removed.

Article X – Dissolution

Upon dissolution, the corporation’s assets shall be distributed to one or more organizations that qualify under Section 501(c)(3) of the Internal Revenue Code, with purposes aligned with education, science, and charity.

The historical record of Dr. Behyar Zoghi, Founder of FHOA, shall be preserved in all dissolution filings and corporate archives.