Bylaws

In the name of freedom, human dignity, and knowledge

This Bylaws document is drafted and adopted to define the legal character, governing bodies, scope of authority, governance system, administrative procedures, organizational relationships, scope of responsibilities, membership criteria, oversight mechanisms, protection of material and intangible rights, preservation of organizational independence, and continuity of the activities of the Global Network of Iranian Students (GNIS). It is enacted on the authority of the Founding Board and under the oversight of the Gen Z Organization, and from the date of its adoption is binding and enforceable upon all members, officers, executives, representatives, advisors, volunteers, and any other persons who cooperate with the Network in any capacity.

No natural or legal person may create a right for themselves or exercise any authority contrary to the provisions of this Bylaws, unless such authority is expressly provided for in this Bylaws or in the regulations adopted under it.

Chapter One — General Provisions

Article 1. Name, Nature, and Legal Character of the Organization

1. The “Global Network of Iranian Students,” referred to in this Bylaws by the abbreviation GNIS, is a civic, non-profit, non-governmental, non-religious body, independent of political parties and movements, student-centered, and possessing an independent organizational character, operating within the framework of this Bylaws.
2. In terms of organizational structure, GNIS operates as one of the bodies affiliated with the Gen Z Organization, but within the limits set out in this Bylaws it enjoys executive, administrative, and decision-making independence.
3. GNIS’s affiliation with the Gen Z Organization shall in no way be construed as authorizing the overseeing body to intervene in the Network’s day-to-day executive affairs, and the scope of the overseeing body’s authority may be exercised only within the framework of this Bylaws.
4. GNIS is non-commercial in nature, and its establishment or operation shall not be construed as creating a right of personal benefit, profit distribution, or economic gain for its members.
5. All activities of the Network shall be conducted on the basis of the principles of transparency, accountability, responsibility, voluntary participation, academic independence, respect for human rights, and respect for freedom of thought and expression.

Article 2. Principal Seat and Scope of Activity

1. The principal seat of GNIS shall be at the legal domicile of the Gen Z Organization, or at any other location determined by resolution of the Board of Directors and approval of the overseeing body.
2. The Network’s scope of activity is international and is not limited to any specific geographic territory.
3. The Network may designate representatives, coordinators, committees, or working groups at universities, academic centers, or other locations worldwide, without this being construed as the creation of an independent legal entity, a branch, or a registered representative office.

Article 3. Duration of Activity

1. The Network’s period of activity, from the date this Bylaws is adopted, is unlimited.
2. Dissolution of the Network shall be valid only in accordance with the conditions set out in this Bylaws, and no authority or person outside this prescribed framework shall have the power to dissolve, suspend, or halt its activities.

Article 4. Definitions

The following terms, wherever used throughout this Bylaws, shall have the meanings set out below:

• The Network: The Global Network of Iranian Students (GNIS).
• Overseeing Body: The Gen Z Organization.
• Founding Board: The persons who approved the initial formation of the Network and established its first management structure.
• Board of Directors: The highest executive administrative authority of the Network, responsible for implementing the resolutions of the General Assembly within the limits of authority prescribed in this Bylaws.
• General Assembly: The highest authority representing the will of the Network’s members.
• Member: Any natural person recognized as meeting the membership conditions under this Bylaws.
• Material and Intangible Assets: All intellectual property rights, marks, logos, trade names, internet domains, the website, user accounts, databases, scholarly works, documents, software, social media accounts, official correspondence, and any physical or digital asset belonging to the Network.

Chapter Two — Goals and Mission

Article 5. Goals and Mission

The Global Network of Iranian Students (GNIS) is an academic, civic, and non-profit body established with the aim of creating a worldwide network of Iranian students, researchers, professors, and scholars. Its mission is as follows:

1. To develop and strengthen a network of cooperation among Iranian students and scholars around the world.
2. To promote, support, and defend the principles of democracy, human rights, fundamental freedoms, the rule of law, and the values of civil society.
3. To raise public and academic awareness of the human rights situation, civil liberties, and political and social developments in Iran.
4. To support a peaceful transition in Iran toward a system based on democracy, the rule of law, and respect for the fundamental rights of citizens.
5. To create a platform for scholarly, educational, research, and civic cooperation among Iranian students and academics both inside and outside the country.
6. To train, empower, and build the capacity of the next generation of Iranian leaders, researchers, and civic actors.
7. To cooperate with universities, academic institutions, non-governmental organizations, and international bodies within the framework of the Network’s goals.

Chapter Three — Founding Principles

Article 6. Founding Principles

The Network’s activities are founded on the following principles:

1. Organizational and executive independence.
2. The non-profit nature of its activities.
3. Independence from political parties, groups, and movements.
4. Adherence to the Universal Declaration of Human Rights and other credible international human rights instruments.
5. Commitment to the principles of democracy, transparency, collective participation, and accountability.
6. Respect for freedom of thought, freedom of expression, freedom of research, and academic independence.
7. Opposition to any discrimination on the basis of ethnicity, gender, language, religion, belief, political orientation, disability, or any similar status.
8. Observance of the principle of scholarly impartiality, professional integrity, and organizational ethics.
9. Decision-making based on law, merit, and the Network’s overriding interests.

Chapter Four — Membership

Article 7. Membership

1. Membership in the Network is open to all students, university professors, researchers, higher-education graduates, and other natural persons who meet the eligibility conditions and accept the rights, provisions, and goals of this Bylaws.
2. Admission to membership is subject to approval by the competent authority prescribed in the Membership Regulations.
3. Members are obligated to comply with the provisions of this Bylaws, the regulations, the resolutions of the Network’s governing bodies, and their confidentiality obligations.
4. Membership in the Network shall not create any right of ownership, financial benefit, or vested right with respect to the Network’s material or intangible assets.
5. The conditions for suspension, revocation, or termination of membership shall be determined in accordance with the Membership Regulations.

Chapter Five — Rights and Duties of Members

Article 8. Rights of Members

Subject to the provisions of this Bylaws, members of the Network shall enjoy the following rights:

1. To participate in the Network’s official activities, programs, and meetings.
2. To voice opinions, make proposals, and vote in the General Assembly, according to their type of membership.
3. To stand for election and to vote, within the limits prescribed in this Bylaws.
4. To access the Network’s non-confidential information, reports, and resolutions.
5. To benefit from the Network’s services, educational and research programs, and networking activities.
6. To submit proposals, criticism, and complaints to the Network’s competent authorities.

Article 9. Duties of Members

Members of the Network are obligated to:

1. Comply with the provisions of this Bylaws, the regulations, and the resolutions of the Network’s governing bodies.
2. Cooperate effectively toward achieving the Network’s goals and mission.
3. Safeguard the Network’s dignity, reputation, independence, and legitimate interests.
4. Preserve the Network’s confidential information and documents in accordance with their confidentiality obligations.
5. Refrain from any action contrary to the Network’s goals, interests, or best interests.

Chapter Six — The General Assembly

Article 10. Status

1. The General Assembly is the Network’s highest decision-making body and is composed of all members entitled to vote.
2. Resolutions of the General Assembly, within the limits of authority prescribed in this Bylaws, are binding on all of the Network’s governing bodies, officers, and members.

Article 11. Annual Congress

1. The Ordinary General Assembly, styled the “Annual Congress of the Global Network of Iranian Students,” is held once a year in the month of September.
2. The date, agenda, method of notice, quorum, and voting procedure shall be determined in accordance with the internal regulations.
3. All members meeting the membership conditions shall have the right to attend, to voice opinions, and to exercise their right to vote at the Annual Congress.

Article 12. Powers of the Annual Congress

The Annual Congress has the following powers:

1. To elect the members of the Board of Directors.
2. To hear and approve the Board of Directors’ performance report.
3. To review and approve the annual financial report and budget.
4. To approve the Network’s strategic policies and programs.
5. To amend the Bylaws within the limits set out in this Bylaws.
6. To decide on other matters that this Bylaws places within the authority of the General Assembly.

Article 13. Transitional Provisions Pending the First Congress

Until the first Annual Congress is held, all powers of the General Assembly under this Bylaws shall be exercised by the circle of founders, and the first Board of Directors shall likewise be appointed by the circle of founders. Upon the holding of the first Annual Congress, all electoral and decision-making powers prescribed in this Bylaws shall pass to the General Assembly.

Chapter Seven — The Board of Directors

Article 14. Status

The Board of Directors is the highest executive administrative authority responsible for managing the Network’s affairs, and is responsible for implementing the resolutions of the General Assembly, achieving the organization’s goals, and safeguarding the Network’s overriding interests.

Article 15. Composition

1. The Board of Directors shall consist of no fewer than five (5) regular members, with no upper limit.
2. Where the Network’s interests and the expansion of its activities so require, the number of Board members may be increased upon the proposal of the Board of Directors and the overseeing body.
3. Members of the Board of Directors shall be elected from among the Network’s eligible members by vote of the Annual Congress.

Article 16. First Term

Until the first Annual Congress is held, the members of the first Board of Directors shall be appointed by the circle of founders, and shall exercise all of the Board’s lawful powers within the limits of this Bylaws.

Article 17. Duties and Powers

Within the limits of this Bylaws, the Board of Directors has the following powers:

1. To administer and manage all of the Network’s executive, administrative, and organizational affairs.
2. To implement the resolutions of the Annual Congress.
3. To prepare executive programs, budgets, and operational policies.
4. To establish committees, councils, and specialized working groups.
5. To appoint, remove, and oversee executive officers and unit managers.
6. To approve partnerships, memoranda of understanding, and domestic and international agreements within the limits of its prescribed authority.
7. To submit an annual performance report and financial report to the Congress.

Article 18. Fiduciary Responsibility

In carrying out their duties, members of the Board of Directors are deemed trustees of the Network and are obligated, in observance of the principles of good faith, independent judgment, transparency, accountability, and regard for the Network’s overriding interests, to refrain from any action contrary to the organization’s goals, this Bylaws, or its legitimate interests.

Chapter Eight — The Founding Board

Article 19. Status

1. The Founding Board is the authority responsible for the initial establishment of the Global Network of Iranian Students, and until the first Annual Congress is held, it shall be responsible for creating, organizing, and establishing the Network’s legal governing bodies.
2. The Founding Board holds authority only during the transitional period prescribed in this Bylaws; upon the convening of the first Annual Congress, its duties shall come to an end, and it shall thereafter have authority only in matters this Bylaws expressly specifies.

Article 20. Powers

Prior to the holding of the first Annual Congress, the Founding Board has the following powers:

1. To approve the Network’s initial structure.
2. To designate and appoint the first members of the Board of Directors.
3. To approve the initial regulations required for the Network to begin operating.
4. To take the actions necessary for the Network’s registration, launch, and commencement of official activity.
5. To decide on other transitional matters necessary for establishing the organization’s structure.

Article 21. End of Mandate

Upon the holding of the first Annual Congress and the elected Board of Directors taking office, all of the Founding Board’s executive and electoral powers shall end and shall pass to the Network’s elected governing bodies, except in matters where this Bylaws expressly provides the Founding Board with a power or responsibility.

Chapter Nine — The Overseeing Body

Article 22. Status

1. The Gen Z Organization is the overseeing body of the Global Network of Iranian Students and, within the framework of this Bylaws, oversees the proper implementation of the Network’s goals and founding principles, the preservation of its organizational identity, and the safeguarding of its assets and interests.
2. The overseeing body shall not intervene in the Network’s executive, managerial, or day-to-day decisions, except in matters where this Bylaws expressly provides it with a power or responsibility.

Article 23. Duties and Powers

The overseeing body has the following duties and powers:

1. To oversee the proper implementation of the provisions of this Bylaws.
2. To safeguard the Network’s identity, mission, and founding goals.
3. To oversee the Network’s material and intangible assets and intellectual property rights.
4. To give its opinion on amendments to the Bylaws and other matters provided for in this Bylaws.
5. To exercise the powers prescribed in the chapter “Scope of Authority and Veto Power of the Overseeing Body.”

Article 24. Scope of Oversight

1. The oversight exercised by the overseeing body is strategic and legal in nature and shall not be construed as constituting management or executive administration of the Network.
2. None of the overseeing body’s powers may be exercised in a manner that restricts the Network’s executive independence or the democratic processes of the Network’s elected bodies beyond the limits prescribed in this Bylaws.

Chapter Ten — Scope of Authority and Veto Power of the Overseeing Body

Article 25. Scope of Authority

Within the limits of the provisions of this Bylaws, the overseeing body has the following powers:

1. To oversee the conformity of the Network’s governing bodies’ performance with the goals, mission, and founding principles set out in this Bylaws.
2. To oversee the preservation of the Network’s identity, independence, reputation, and overriding interests.
3. To request the review, amendment, or suspension of decisions that are contrary to this Bylaws.
4. To oversee the preservation and safeguarding of the Network’s material, intangible, and digital assets.

Article 26. Right of Veto

The overseeing body has a right of veto in the following matters:

1. Amendment of the Network’s goals, mission, or founding principles.
2. Amendment of the provisions relating to the status and powers of the overseeing body.
3. Dissolution of the Network.
4. Transfer of ownership of the Network’s material, intangible, or digital assets.
5. Any decision that would cause the Network to depart from the goals and mission prescribed in this Bylaws.

In the matters listed above, decisions taken without the written approval of the overseeing body shall be legally invalid and unenforceable.

Article 27. Removal or Dissolution of the Board of Directors

1. The overseeing body may propose the removal or dissolution of the Board of Directors only in the event of a fundamental breach of the provisions of this Bylaws, a departure from the Network’s goals, or a violation of the organization’s founding interests.
2. Exercise of this power is possible only if a majority of the Board of Directors’ members also agree to it.
3. The overseeing body shall have no right to intervene in day-to-day management, the appointment of executive managers, or the Board of Directors’ ordinary decisions, except in matters this Bylaws expressly specifies.

Chapter Eleven — Ownership of Material and Intangible Rights

Article 28. Ownership of Assets

All material and intangible assets created within the framework of the Network’s activities — including property, documents, works, and scholarly, educational, media, and digital output — belong to the Network, and no member or organizational officer shall hold personal ownership of them.

Article 29. Ownership of Intellectual Property Rights

The rights arising from all works, marks, insignia, trade names, logos, designs, software, databases, publications, media content, and other intellectual property rights belong to the Network, and their use shall be permitted only within the framework of resolutions of the Board of Directors.

Article 30. Ultimate Ownership of Organizational Assets

The ultimate ownership of all of the Network’s material, intangible, and digital assets — including the organizational name, trademark (logo), internet domains, the website, electronic systems, social media accounts, user accounts, databases, documents, archives, and other organizational assets — shall vest in the Gen Z Organization as the overseeing body. The Board of Directors and the Network’s other governing bodies shall have only the right to administer and make use of these assets within the limits of this Bylaws, and shall have no right to transfer, assign, sell, pledge, dispose of, or create personal ownership over them, except with the written consent of the overseeing body.

Article 31. Continuity of Ownership

The departure, resignation, removal, or termination of membership of any person from the Network shall not create for that person any right with respect to the Network’s material or intangible assets or its intellectual property. All organizational access, documents, information, and property must be returned to the Network immediately.

Chapter Twelve — Media, Domains, and Social Networks

Article 32. Official Media

The Network’s official media — including the website, internet domains, social media accounts, electronic systems, email, publications, multimedia output, and other official communication platforms — shall be administered solely by the Network’s competent authorities.

Article 33. Media Management

1. Executive management of the official media rests with persons designated by the Board of Directors.
2. Media managers are obligated to comply with the provisions of this Bylaws, the internal regulations, and the Network’s media policies.

Article 34. Ownership and Access

1. Ownership of all domains, user accounts, digital infrastructure, and official media is governed by the provisions of the chapter “Ownership of Material and Intangible Rights” of this Bylaws.
2. The creation, deletion, transfer, or assignment of any official organizational media, internet domain, or media user account without the approval of the Board of Directors and the confirmation of the overseeing body is prohibited.

Chapter Thirteen — Financial Affairs

Article 35. Financial Resources

The Network’s financial resources may be provided from membership dues, voluntary contributions, grants, financial sponsorships, charitable donations, lawful income arising from the Network’s activities, contributions from domestic and international foundations and institutions, and other legitimate and lawful sources.

Article 36. Financial Management

1. All of the Network’s income and expenses must be recorded and maintained in the organization’s official accounts.
2. Any financial receipt, payment, or commitment must be made in accordance with the approved budget and the Network’s financial rules.
3. The Board of Directors is responsible for the proper safekeeping, administration, and expenditure of the Network’s financial resources.

Article 37. Financial Transparency

The Board of Directors is obligated to present a report on financial performance and the status of the Network’s financial assets to the Annual Congress at least once a year.

Chapter Fourteen — Conflict of Interest

Article 38. Principle of Conflict of Interest

Members of the Board of Directors, managers, officers, staff, and other persons holding responsibility within the Network are obligated, in carrying out their duties, to have regard solely to the Network’s interests and to avoid any situation or action that would create a conflict between personal interests and the Network’s interests.

Article 39. Disclosure of Conflict of Interest

Any person who has a direct or indirect interest in a matter is obligated to disclose it before any review, discussion, or vote by the Board of Directors, and to refrain from participating in the related decision-making.

Article 40. Prohibition of Personal Gain

No officer or member shall have the right to make personal use of the Network’s property, financial resources, opportunities, information, reputation, name, or facilities beyond the limits of their lawful authority. Any violation of this provision shall give rise to disciplinary liability and, as the case may be, legal or civil liability.

Chapter Fifteen — Amendment of the Bylaws

Article 42. Right to Propose Amendment

A proposal to amend, add to, delete from, or revise the provisions of this Bylaws may be submitted by the Board of Directors or the overseeing body.

Article 43. Approval of Amendments

An amendment to this Bylaws shall be valid only if all of the following conditions are met:

1. Approval by at least three-quarters (75%) of the members of the Board of Directors.
2. Approval at the Annual Congress or an Extraordinary Congress by a majority vote of the members entitled to vote who are present at the meeting.
3. Written confirmation by the overseeing body.

If any of the above conditions is not met, the proposed amendment shall be invalid and unenforceable.

Article 44. Limits on Amendment

No amendment may change the Network’s non-profit nature, remove its founding principles, weaken its organizational independence, violate members’ rights, or strip the overseeing body of the powers prescribed in this Bylaws.

Chapter Sixteen — Dissolution

Article 45. Conditions for Dissolution

Dissolution of the Network is possible only if all of the following conditions are met:

1. Approval by at least three-quarters of the members of the Board of Directors.
2. Approval by an Extraordinary Congress by a vote of at least two-thirds of the members entitled to vote who are present at the meeting.
3. Written confirmation by the overseeing body.

If any of the above conditions is absent, the decision to dissolve shall be invalid.

Article 46. Liquidation of Assets

Following dissolution, a liquidation board shall be formed in accordance with the laws of the place of registration. After payment of all debts, obligations, and lawful expenses, all remaining assets — whether material, intangible, intellectual property, or digital assets — shall be transferred to the Gen Z Organization as the overseeing body, and may not be divided among members, managers, or founders.

Chapter Seventeen — Transitional Provisions

Article 47. Initial Implementation of the Bylaws

This Bylaws shall enter into force on the date of its adoption and, until further amendments, shall serve as the basis for the administration of the Network.

Article 48. Transitional Period

Prior to the holding of the first Annual Congress:

1. The Founding Board shall be responsible for establishing the Network’s organizational structure.
2. The first Board of Directors shall be designated and appointed by the Founding Board.
3. All powers of the General Assembly whose exercise requires the convening of the Annual Congress shall, on a temporary basis, be exercised by the Founding Board.
4. Upon the holding of the first Annual Congress, all electoral and decision-making powers under this article shall pass to the General Assembly, and the Founding Board’s transitional mandate shall end, except in matters where this Bylaws expressly provides it with a duty or power.

Article 49. Silence of the Bylaws

In matters this Bylaws does not provide for, the decision shall rest with the Board of Directors, provided that the decision taken does not conflict with the goals, founding principles, and other provisions of this Bylaws. In the event of a dispute over interpretation or a conflict with the founding principles, the opinion of the overseeing body shall govern.

Article 50. Official Version

This Bylaws is drawn up in seventeen chapters and fifty articles, and upon adoption constitutes the official and authoritative version of the Global Network of Iranian Students. Any amendment, addition, or deletion of its provisions shall be possible only in accordance with the provisions of the chapter “Amendment of the Bylaws.”