PREAMBLE
WE, the subscribing Zoroastrian Associations of North America, recognize that:
WHEREAS many Zoroastrians (Zarathushtis) have recently settled and been born on the
North American continent;
WHEREAS various regional Associations have been formed in Canada and the United
States of America to serve the religious and charitable needs of North American
Zoroastrians; and
WHEREAS it is desirable to adopt a UNITED approach on issues facing Zoroastrians;
GUIDED by the blessings of AHURA MAZDA and the teachings of our Prophet
Zarathushtra;
A FEDERATION is hereby formed, consisting of Zoroastrian Associations in North
America, to further the cause of Zoroastrianism in North America.
The activities of this Federation shall be conducted in a spirit of mutual respect,
co-operation and unity amongst all Members, and with due regard for the principles of
GOODNESS, TRUTH, REASON, BENEVOLENCE, IMPLICIT TRUST and
CHARITY towards all Mankind.
ARTICLE I: NAME AND LOCATION
Section 1: Name
The name of the organization shall be The Federation of Zoroastrian Associations of
North America, hereinafter referred to as the Federation. The official abbreviation of the
name of the Federation shall be FEZANA.
Section 2: Location
The Federation shall be registered in the State of Illinois with offices in Canada and the
United States of America.
ARTICLE II: PURPOSES
Section 1: Purposes
The Federation is incorporated under the not-for-profit corporation law of the State of
Illinois, exclusively for religious and charitable purposes, with no capital stock
whatsoever. Without limiting the generality of the foregoing, these purposes include the
following:
A. To function as a coordinating organization for Zoroastrian Associations in North
America;
B. To promote the study, understanding and practice of the Zoroastrian faith and the
welfare of Zoroastrian communities;
C. To promote, perpetuate and teach the Zoroastrian religion as set forth in the teachings
of the Prophet Zarathushtra and the Zoroastrian faith;
D. To gather and disseminate information to Zoroastrian Association. and others relating
to the Zoroastrian faith and communities;
E. To foster and encourage Zoroastrian fellowship in the North American continent, and
to represent the religious interests of its Membership in national and international forums;
F. To engage in charitable activities as required by the Zoroastrian faith, and consistent
with the laws of The State of Illinois and the laws of Canada and the U.S.A. pertaining to
religious and charitable organizations; and
G. To engage in and support any other activities that nurture and support the Zoroastrian
faith and Zoroastrian communities.
The Federation shall not engage, other than as an insubstantial part of its activities, in
activities which are not in furtherance of one or more of these purposes.
Section 2: Autonomy
Nothing in this Article shall be construed to impair the religious and administrative
autonomy of individual Associations or individual Zoroastrians.
ARTICLE III: MEMBERSHIP
Section 1: Members
Membership to the Federation shall be open to any North American Zoroastrian
Organization/Association/Society (henceforth referred to as Association), that fulfills the
following requirements:
A. Agrees to abide by the Purposes of the Federation;
B. Has been formally registered as a not-for-profit religious organization /charitable
organization in Canada or the U.S.A.;
C. Has been formed exclusively for the purpose of representing and serving the religious
and charitable needs of a group of Zoroastrians resident in a geographic area in Canada
or the U.S.A.;
D. Has submitted an application for Membership to the Federation, which has been
accepted by more than 2/3 of all qualifying votes.
E. Has a minimum of 10 individual members if the Association is the only Association
within a given metropolitan area, or has 50 individual members if there are two or more
Zoroastrian Associations in a given metropolitan area who are otherwise eligible for, and
interested in, Membership in the Federation;
A Member or Member Association of the Federation is an Association that has met the
requirements of this section.
A Member in good standing is a Member whose dues are fully paid-up within 60 days
after the beginning of the fiscal year, or who has been excused from such compliance
because of hardship under Article IV Section 1 hereof.
An individual member of a Member Association, for purposes of the Federation, is one
who is: 18 years of age or over; a voting member of the Association; in good standing
with the Association in accordance with the requirements of the Association; and a
resident of Canada or the U.S.A. If an individual belongs to more than one Member
Association, he shall for purposes of all Federation business be counted only once, as an
individual member of that Member Association with which he has declared his primary
affiliation. Failure to declare primary affiliation will disqualify an individual from being
considered as an individual member of any Member Association for the current year.
Section 2: Corresponding Members
Any individual, Association or unincorporated group of persons, not eligible for
membership under section 1 of this Article may, upon proper application and acceptance
by the Federation, become a Corresponding Member of the Federation. The terms
"Member" and "Membership" as used in this Constitution shall not be deemed to include
Corresponding Members.
Section 3: Rights, Privileges and Duties of Members
The rights, privileges and duties of Members shall be as under:
A. A Member in good standing has the right:
• To vote;
• To have its designee hold and stand for office; and
• To have its designee inspect the books of the Federation.
B. A Member has the privilege to receive any and all literature distributed by the
Federation and in turn, a Member has the duty to distribute such literature to its individual
members.
C. A Member has the duty to uphold the Purposes of the Federation for the good of the
Zoroastrian community at large.
D. A Member has the duty, at the time of submission of annual dues, to provide the
Federation annually with a certified list of names and addresses of its individual members.
The names submitted shall be as of record on March 21 or as of record at the end of the
previous dues collection period of the Association. The number of individual members
declared therein will determine the annual dues as well as the number of qualifying votes
assignable to the Member for the duration of that fiscal year.
Section 4: Rights, Privileges and Duties of Corresponding Members
All Corresponding Members shall have the right to receive all literature distributed by the
Federation, and shall abide by such regulations as the Federation may adopt regarding
Corresponding Members. Corresponding Members shall not have the right to vote or
otherwise participate as Members in the management of Federation affairs.
Section 5: Rights of Zoroastrian Groups
Any groups of North American Zoroastrians who are not Members of the Federation
shall have the right to Petition the Federation on matters of concern to them. Their
interests shall be attended to by a Committee of the Federation.
Section 6: Cessation of Membership
A. A Member may be removed from Membership at any time for activities prejudicial to
the Purposes and good name of the Federation. The Member whose removal is so
sought shall have an opportunity to hear the reasons for its proposed removal, and shall
have the right to be heard by the Members in its own defense, either in person or in
writing, as the Members may designate. The Member shall be given full opportunity to
correct itself and conform to the Purposes of the Federation, prior to any voting on the
proposed removal. The removal shall be effective if more than 3/4 of the qualifying votes
so approve.
The membership status of a Corresponding Member may be revoked at any time by the
Federation.
B. Any Member or Corresponding Member may voluntarily resign from membership in
the Federation by submitting its resignation in writing to the President or Secretary of the
Federation.
C. An Association shall cease to be a member, ipso facto, if it does not meet the
qualifications set forth in Section 1 of this Article.
Section 7: Disputes
All disputes regarding eligibility for Membership or membership status shall be decided
by a majority vote of more than 3/4 of all qualifying votes, which decision shall be final
and binding on all concerned. Any Member whose eligibility or membership status is at
issue shall abstain from voting.
Section 8: Founding Members
The Associations listed in Attachment A hereof shall be the Founding Members of the
Federation.
ARTICLE IV: FINANCES
Section 1: Annual Dues
The annual dues payable by each Member for the first fiscal year of operation or a
portion thereof and for each succeeding year thereafter, unless changed by a majority of
all qualifying votes shall consist of a fixed amount plus a per capita amount.
The fixed amount shall be a minimum of $25.00 (US) for those Associations with less
than 100 individual members, and a minimum of $50.00 (US) for those Associations with
100 or more individual members.
The per capital amount shall be $1.00 (US) per each individual member, with a
maximum of $500.00 (US). The annual dues shall be payable within 60 days of the start
of the fiscal year of the Federation. Corresponding Members shall pay annual dues of a
minimum of $25.00 (US).
The Federation shall be financed principally by contributions. In addition to the payment
of annual dues, a Member has the moral duty to contribute to the Funds of the
Federation to the best of its ability and so encourage its own individual members to do
so.
Members for whom the payment of annual dues would be a financial hardship, and who
otherwise qualify for Membership, may be allowed a reduction of dues and/or otherwise
be given special consideration by the Federation.
No Member or Corresponding Member shall be entitled to a refund of all or any part of
its dues in the event that it resigns or is removed from Membership prior to the end of
any fiscal year.
The Federation may, from time to time change the Annual Dues of Members or
Corresponding Members by a majority of all qualifying votes, without the necessity of
amending this Constitution.
Section 2: Special Projects
Special projects proposed by one or more individuals or trusts, if approved by the
Federation, may be financed by such proposers and progress reported to the
Federation. The Federation reserves the right to monitor such projects through the
President or his delegate.
Section 3: Budget
Federation funds will ordinarily be disbursed in accordance with an annual budget, based
upon appropriation requests received from the committees and the officers, no less than
60 days prior to the end of the fiscal year, and duly approved by a majority of all
qualifying votes.
Section 4: Fiscal Year
The fiscal year of the Federation shall begin on January 1st and end on December 31st
of each year.
Section 5: Financial Statements
The Federation shall prepare annual financial statements including at least a balance sheet
and statements of Income and Expenses, to be approved by a qualified accountant of the
Audit committee designated by the Membership. Copies of such approved financial
statements shall be provided to each Member annually.
Section 6: Assets
All assets of the Federation shall be used only for its normal operating costs and to
further the Purposes of the Federation as set forth in this Constitution and for no other
purposes. Assets not immediately required for the aforesaid purposes may be invested
and/or accumulated until needed for activities which further the aforesaid Purposes.
All assets of the Federation shall be held in the name of the Federation only, and in such
banks, trust companies, money market funds, or other depositories or investments as the
Membership may select. The Federation may establish corporations, funds and trusts to
finance and carry out certain specified objectives consistent with its corporate Purposes.
The Federation may accept gifts, grants, legacies, devises and trusts, and may agree to
act as trustee for one or more trusts, whose proposes are consistent with those of the
Federation. All such gifts, grants, legacies, devises and trusts, if accepted by the
Federation, shall be deemed accepted subject to the terms and conditions imposed by
the donor or settler, so long as the same are consistent with the Purposes of the
Federation as set forth in this constitution.
Section 7: Salaries and Expenses
No Member, officer, or representative of a Member or Officer, shall be entitled to any
salary or compensation for services rendered to the Federation in the foregoing
capacities, nor shall they be reimbursed for the expenses of attending any meetings,
unless the Members determine that the allowance of such expenses of attendance in any
given instance will advance the best interests of the Federation.
Any person or organization shall be entitled to receive such compensation as may be
approved from time to time by the Federation, for services rendered to the Federation in
any other capacity. Any person shall be entitled to reimbursement for duly approved
administrative costs and expenses advanced by him.
Section 8: Assessments
Other than the annual dues, there shall be no mandatory assessments against Members.
ARTICLE V: GOVERNMENT
Section 1: Administration
The powers of the Federation, and its activities and duties in the administration of its
business and affairs, shall be governed by its Purposes, by the Laws under which it is
incorporated and by the provisions of this constitution.
The business and affairs of the Federation shall be managed by its Membership. The
Membership shall exercise all the powers normally exercised by the Board of Directors
of a not-for-profit corporation in the State of Illinois. The Membership may adopt such
supplementary procedural rules, or "operating Procedures", as may be deemed
appropriate to govern the conduct of the Federation's affairs, but such rules shall not be
inconsistent with the provisions of this constitution.
Section 2: Limitations of Authority
A. No loans shall be contracted on behalf of the Federation, no funds of the Federation
shall be loaned to another, no assets of the Federation shall be pledged as collateral, and
no mortgages or other evidences of indebtedness shall be issued in the Federation's
name, by the Officers or any other persons, unless each such transaction is specially
authorized by the Membership and set forth in a written resolution. No
such transaction shall be binding on the Federation unless it is specifically approved or
ratified by the Membership.
B. No officer or any person has the authority to enter into any contract, transaction or
arrangement whatsoever, for or in behalf of the Federation, including without limiting the
generality of the foregoing, to purchase, lease, or acquire any right, title or interest in or
to any property, real or personal, tangible or intangible, and/or to sell, exchange, alienate
or otherwise dispose of any right title or interest in or to any such property, the total
value of which exceeds Five Hundred ($500.00) Dollars (US) per transaction, or one
Thousand ($1,000.00) Dollars (US) per year, without the prior approval of the
Membership.
C. All duly approved contracts, loans, deeds, mortgages, or other instruments which
create, continue, sever, or terminate legal obligations on the part of the Federation,
excepting only checks, shall be signed by the President or in his absence by the Vice
President, and the Treasurer or in his absence by the Secretary or Assistant Secretary,
except where applicable laws require otherwise. The Membership shall designate an
appropriate procedure for signing checks and bank drafts, and otherwise disbursing
Federation funds.
Section 3: Officers
The Federation shall have five Officers; a President, a Vice-President, a Treasurer, a
Secretary and an Assistant Secretary.
Section 4: Election of Officers
For the purposes of election of these five Officers, each Member may nominate no more
than one nominee for each office with supporting biographical data at least 60 days prior
to the expiration of the term of the Officers in office. The Officers will then be elected
from amongst the nominees by a simple majority of the qualifying votes, each Member
voting for each of the five offices, as long as more than 3/4 of all qualifying votes are cast
in the election. In case of a tie, the President shall cast the deciding vote, except when the
election of the incumbent President is involved, in which event, the Vice-President shall
cast the deciding vote.
Section 5: Term of Office
In the first year of the Federation's operation, all five Officers shall be elected at the
same tine. The Vice-President and the Secretary shall serve for an initial term of three
years, whereas the President, the Treasurer and the Assistant Secretary shall serve for an
initial term of two years. Thereafter, each Officer shall serve for a term of two years or
until his successor is duly elected. No officer of FEZANA will hold the same office for
more than two consecutive terms.
Section 6: Duties of Officers
The duties of the Officers shall be to implement policies and resolutions within the
adopted budget of the Federation. Officers shall have the right to place items on the
agenda for action by the Membership, but shall not have the right to vote.
A. The President shall be the Chief Executive Officer, and shall exercise general
supervision over the interests, welfare and business of the Federation. He shall oversee
the activities of all subordinate Officers. He shall preside at meetings of the Federation.
He shall appoint ad-hoc committees not otherwise provided for in this
Constitution. He shall be an ex-officio member of all standing committees of the
Federation. He shall perform such other functions as the Membership may designate
from time to time.
B. The Vice-President shall assist the President and perform all other functions
designated to him by the President and the Membership, and in the absence of the
President, will act as the President. He shall serve as the chairperson of the Coordination
and Planning Committee.
C. The Treasurer shall be the Chief Financial Officer of the Federation and shall be an
ox-officio member of the Funds and Finance Committee together with the President. He
shall have custody of all funds and shall hold and maintain all financial records of the
Federation. He shall implement the Membership's investment policies and report to the
Members. He shall prepare and submit financial reports as required by law and this
Constitution, and such other financial reports as requested by the President or the
Membership. He shall have all accounts available for inspection by any Member upon
reasonable request. He shall perform such other functions as the Membership may
designate from time to time.
D. The Secretary shall hold and maintain all books and records of the Federation other
than financial records of the Federation. He shall keep a permanent record of all
correspondence, all Federation and committee minutes, policy statements, reports and
other pertinent data. He shall perform such other functions as the President and the
Membership may designate from time to time. He shall be responsible for producing and
publishing reports as required in this Constitution, and for preparing and circulating the
agenda and minutes of all Federation meetings.
E. The Assistant Secretary shall assist the Secretary and perform all other functions,
designated to him by the Secretary and the Membership, and in the absence of the
Secretary, will act as the Secretary.
Section 7: Cessation of Officer's Term of Office
A. An Officer may be removed from office if his removal is approved by more than 3/4
of the qualifying votes.
B. An Officer may resign from his office at any time upon voluntary submission of his
resignation in writing to the President or Secretary.
C. The resigning Officer shall hand over all Federation records, funds and assets held by
him to the President or his delegate within one month of the effective date of cessation of
his office.
Section 8: Vacancy
A vacancy in the office of the President, Treasurer or Secretary shall be held temporarily
by the Vice-President, Secretary or the Assistant Secretary respectively in addition to his
own office, until such time as the Membership elects an Officer to fill the vacancy at a
regular meeting. Any vacancy in an office the filling of which has not been provided for
shall be filled by the Membership at a regular meeting. An Officer elected by the
Membership to fill a vacancy will serve for the balance of the original term.
Section 9: Liability
The Federation shall not be liable for any unauthorized act of a Member or any other
person. No single Member or Officer shall be individually liable from his own funds for
authorized obligations of the Federation, except to the extent that the Member or Officer
is indebted to the Federation.
Section 10: Control over Members
The Federation shall have no authority or control whatsoever over the property or
government of its Members.
Section 11: Initial Directors
For the purposes of incorporating and organizing the Federation, and until such time as
officers are elected, the persons designated in Attachment A hereof shall represent the
Federation in the capacities specified therein, and they are hereby empowered to do all
things necessary to effectuate the incorporation and organization of the Federation.
ARTICLE VI: COMMITTEES
Section 1: Role of Committees
Committees shall be established to expedite the business of the Federation, to fulfill the
purposes of the Federation and to transact specific activities for the Federation. The
committees will be working bodies and their role will be to execute and implement the
Purposes of the Federation. The area of responsibilities shall be as defined by the
Membership.
Section 2: Standing Committees
The standing committees shall include (but not be limited to) the following:
A. Coordination and Planning Committee. This committee shall be chaired by the
Vice-President.
B. Zoroastrian Unity and Welfare Committee
C. Information Receiving and Disseminating Committee
D. Funds and Finance Committee
E. Census and Survey Committee
F. Youth Committee
G. Education, Conference and Scholarship Committee
H. North American Zoroastrian Congress Committee
I. Committee to serve small groups of North American Zoroastrians.
Section 3: Conference of Mobeds
The Federation shall consult with its Members to maintain a liaison with the Mobeds of
North America, and if acceptable to the Federation and the Mobeds, arrange a
continuing conference of Mobeds, and disseminate to the Membership the deliberations
of any such conferences when reported to the Federation.
Section 4: Ad-Hoc Committees
The President shall have the power to appoint ad-hoc committees when situations
demand, to address specific issues.
Section 5: Committees Appointments
Prior to the expiration of the term of the appointees to committees, the Secretary shall
call for volunteers to serve on specific committees. Member Associations or individuals
interested in chairing or serving on committees may submit their names. The President of
the Federation shall thereupon make appointments to the committees, subject to
approval by the Membership.
The term of office for each appointee to the committee shall be three years, unless
otherwise specified by the Membership. Appointees may be reappointed by the
President, with the approval of the Membership. The President may fill vacancies and/or
reassign appointments to the standing committees at any time, with the approval of the
Members.
Section 6: Committee Budgets and Reports
Each committee shall prepare a budget and present it to the Treasurer 90 days prior to
the end of the fiscal year, for consideration in the annual budget to be prepared by the
Treasurer no later than 60 days prior to the end of the fiscal year. The budget so
prepared by the Treasurer shall be effective upon approval by the Membership.
Additional funds may be raised by the Committees for their specific purposes.
Each committee shall submit a status report to the Secretary once each year. The
Secretary shall distribute all committee status reports to all Members within 15 days of
their receipt.
ARTICLE VII: MEETINGS
Section 1: Annual General Meeting
The Annual General Meeting (AGM) of the Federation shall be held within 6 months of
the end of the previous fiscal year. More than one half of the Members or 2/3 of the
qualifying votes should be represented in person, or by mail ballot at the meeting. The
location of the meeting shall be agreed upon by the Members attending the previous
meeting. The meeting shall be attended by delegate(s) who should be individual members
of the Association they are representing. A 90 day notice shall be provided by the
Secretary which shall indicate the location, date and time of the proposed meeting, with a
request to submit items to be included on the agenda no later than 60 days prior to the
meeting date.
The agenda for the Annual General Meeting, and any ballot sheets if necessary, shall be
sent to all Members by the Secretary no later than 45 days prior to the meeting. The
agenda shall include, but not be limited to, the following:
A. Election of the Officers of the Federation, if due;
B. Approval of the appointees, if any, to the standing committees;
C. Review and approval of the financial statements of the preceding year, and adoption
of a budget for the next year;
D. Review and take appropriate action on all committee reports and other operational
reports.
Members unable to attend in person should indicate their vote on agenda items to the
Secretary in writing on the ballot sheet provided, prior to the meeting.
Section 2: Other Meetings
Regular meetings and Special meetings, other than the Annual General Meeting, may be
held, upon compliance with the same notice and attendance requirements as for the
Annual General Meeting, with the proviso that the notice period for regular meetings can
be waived or reduced if more than 3/4 of the Members consent in writing.
Section 3: Consent in Writing
Any action that can be taken at any regular meeting of the Membership, may be taken
without a meeting, if a consent in writing, jointly or separately, setting forth the action so
taken, or so to be taken, shall be approved by a majority of the qualifying votes.
ARTICLE VIII: CONSTITUTIONAL AMENDMENTS
This constitution may be amended at anytime in a manner which is consistent with the
laws of Canada, the U.S.A. and the State of Illinois pertaining to religious, charitable and
tax exempt organizations, by a written resolution adopted by more than 3/4 of all the
qualifying votes, after at least 45 days' written notice duly given, and a reasonable
opportunity for comment by Members and Officers. Notice of each proposed
amendment shall be sent to each Officer and Member, and shall set forth verbatim the
existing language if any, the proposed amendment, the sponsors and seconders, if any,
and if action is to be taken without a meeting, specific dates for comments and the return
of ballots.
ARTICLE IX: VOTING
Section 1: Voting Procedures
Except as otherwise provided in this constitution, the Federation shall act by a simple
majority of all qualifying votes of ALL Members in good standing regardless of whether
the vote is taken at a meeting or by mail or by teleconference. Voting by teleconference
will be communicated by the Secretary to the Membership for verification within seven
days of the teleconference.
Members have the option to split their qualifying votes in percentages.
All voting shall be recorded. Votes may be cast in person, by mail, by teleconference or
by a combination of the above. At meetings, voting shall be by roll call, with due
provision made for mail and absentee ballots. Voting by mail shall specify verbatim the
motion, the Sponsor, if any, the seconder of the motion, if any, a preamble if provided by
the sponsor, and a specific date for response.
In the event a response is not received from a Member within 30 days of mailing the
ballot or by the due date, whichever is longer, the response shall be judged to be an
abstention. All mail voting shall be coordinated by the Secretary or a committee
designated by the President. The results of the voting shall be communicated to the
Members by the Secretary.
Section 2: Voting Schedule
Each Member shall be entitled to a specified number of votes based on its individual
members as declared at the time of payment of annual dues, as set forth in the following
table:
Any Federation assets not so disposed of shall be disposed of by the Circuit Court of the
country in which the registered office of the Federation is situated, exclusively for such
purposes or to such organizations as said Court shall determine, which are organized and
operated exclusively for such purposes.
Except as provided in Article XI above no part of the net earnings of the Federation,
shall inure to the benefit of, or be distributable to its Members, officers or other private
persons.
1. The carrying on of propaganda (or otherwise attempting) to influence legislation,
except as otherwise provided in title 26 section 501(c)(3) of the United States Code; or
2. Participation or intervention in (including the publishing or distributing of statements)
any political campaign on behalf of any candidate for public office.
No Member shall be charged for copies except an amount equivalent to what it actually
costs the Federation to make and/or mail the said copies to the Member requesting the
same. No Officer shall be charged for copies of any Federation records reasonably
necessary for the accomplishment of his work.
All references in this Constitution to the singular and/or the masculine, shall be deemed to
include the plural and/or the feminine or neutral genders where appropriate.
