BYLAWS

ASSOCIATION OF IRANIAN AMERICAN PROFESSIONALS

BY LAWS OF

ASSOCIATION OF IRANIAN AMERICAN PROFESSIONALS OF HOUSTON

A Non-Profit Entity


I. NAME, PURPOSE AND POWERS 


Name. The name of this entity is Association of Iranian American Professionals of Houston (the “AIAP”).


Purposes. The purposes of the AIAP are charitable, scientific, literary, and educational. Consistent with and limited by such purposes, the AIAP seeks to support and cultivate networking in furtherance of business and professional opportunities, provide speakers and events consistent with its purposes, and participate in community events and volunteering. The assets and property of the AIAP are hereby pledged for use in performing its exempt functions.


Powers. The AIAP is a non-profit entity and shall have all of the rights, powers, privileges, duties, authorizations and responsibilities as available at law. No part of the funds or income of the AIAP shall ever inure to the benefit of any member who has a personal or private interest in the activities of the AIAP, nor shall any of the funds or income be used to influence legislation by propaganda or otherwise, or to participate or intervene, directly or indirectly, in any political campaign on behalf of or in opposition to any candidate for public office. 


II. BOARD OF DIRECTORS


General Powers. The direction and management of the affairs of the AIAP and the control and disposition of its assets shall be vested in its board of directors (the “Board of Directors”), and, subject to the restrictions imposed by law, by the Certificate of Formation of the AIAP or by these Bylaws, the Board of Directors may exercise all the powers of the AIAP. The Board of Directors shall adopt such rules and regulations as may be necessary to implement these Bylaws. 


Number and Qualifications, Tenure and Vacancies.


Number and Qualifications. The number of directors shall be determined from time to time by resolution of the Board of Directors, but in no case shall the number of directors be less than five (5); provided, however, that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. At the time of the adoption of these Bylaws, the number of directors constituting the Board of Directors is seven (7).

Tenure and Election. At the annual meeting of the Board of Directors commencing with the October 2017 annual meeting, the Board of Directors by majority vote shall elect the successor directors for three (3) directors, the term of each of whom shall begin on the next following January 1st. Unless specified otherwise or a director 2 Gardere01 - 8662305v.3 resigns, dies, becomes incapacitated or is removed in accordance with the provisions of these Bylaws, each director shall hold office for a term of three (3) years and until such time as the elected director’s successor shall have been duly elected and qualified as provided in these Bylaws, or until such director’s earlier death, resignation, retirement, removal or disqualification from office. Each director may serve two terms in each office, prior to moving to a new office; provided, however, there is no limit on the total number of terms that any director may serve on the Board of Directors. 


Vacancies. Any vacancy occurring in a director’s position prior to the expiration of such director’s term shall be filled by the affirmative vote of at least a majority of the directors present at a meeting at which a quorum is present; provided that, a vacancy need not be filled unless that vacancy would leave only four directors then serving. A director elected to fill an unexpired term shall be elected for the unexpired term of his or her predecessor in office. Any vacancy resulting from the expiration of a director’s term shall be filled by the affirmative vote of at least a majority of the directors present at a meeting at which a quorum is present including any director whose term is expiring. In filling all vacancies, the Board of Directors shall select those persons to the Board of Directors (i) who are willing to devote the time and energies necessary for serving as a member of the Board of Directors, (ii) whose interests are similar to the interests of the AIAP, and (iii) who will share with the other members of the Board of Directors the common goal of providing high-quality services to the AIAP. 


Removal. At any meeting of the Board of Directors called expressly for that purpose, any director or advisory director may be removed, with or without cause, by the affirmative vote of at least a majority of the full Board of Directors.


Advisory and Ex-Officio Directors.


Advisory Directors. The Board of Directors may from time to time appoint individuals to serve on the Board of Directors in advisory capacities. Such advisory directors shall be entitled to attend and participate in all meetings and deliberations of the Board of Directors, but they shall not be entitled to any vote. It is contemplated that advisory directors shall be former Presidents of the AIAP or members of the BOD of the AIAP for at least four years, or other qualifications that the BOD determines appropriate.


Annual Meeting. The annual meeting of the Board of Directors shall be held in October at a time, place and date designated by the Board of Directors. At each annual meeting at which a quorum is present, the Board of Directors shall transact such business as may lawfully come before the meeting. Notice of such meeting shall be given in writing to all members of the Board of Directors prior to the meeting as determined from time to time by the Board of Directors.


Regular Meetings. The directors may hold regular meetings in such place or places as designated from time to time by resolution of the Board of Directors and communicated to all directors. Regular meetings may be held by telephone conference as determined by the Board of Directors. Notice of such meetings shall be given in writing to all members of the Board of Directors prior to the meeting as determined from time to time by the Board of Directors.


Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairperson of the Board or by a majority of the directors then in office. Any such special meeting shall be held at such time, place and date as shall be designated by the officer or directors calling such meeting. Notice of such meeting shall be given in writing to all members of the Board of Directors at least twenty-four (24) hours prior to the meeting by facsimile transmission, electronic mail, or telephone. Special meetings may be held by telephone conference as determined by the Board of Directors. 

Notice. The Secretary shall give notice of any annual or regular meeting to each director, including therein the time, place, and date of such meeting. The Secretary shall give notice or the person or persons calling any special meeting of the Board of Directors shall cause notice to be given to each director of such special meeting, including therein the time, place and date of such meeting. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need to be specified in the notice or written waiver of notice of such meeting unless otherwise required by these Bylaws. Unless limited by law, any and all business may be transacted at any such meeting of the Board of Directors. A waiver of notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless the director attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.


Quorum. A number of directors equal to a majority of the duly elected and qualified directors shall constitute a quorum for the transaction of business unless a greater number is required by law, or by these Bylaws, but if at any meeting of the Board of Directors there be less than a quorum present, a majority of those present or any director solely present may adjourn the meeting at any time after thirty (30) minutes from the scheduled starting time, without further notice other than an announcement at that meeting, until a quorum is present. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or committee in accordance with Section 7 of Article IX. Participation by such means shall constitute presence in person at a meeting. 


Manner of Acting. The act of a majority of the directors present in person at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law, or these Bylaws. A director is not authorized to act by way of a proxy.


Order of Business. At meetings of the Board of Directors, business shall be transacted in such order as the Chairperson of the Board may determine from time to time unless the Board of Directors determines otherwise. The Secretary shall prepare minutes of such meetings unless the Chairperson of the Board or the Board of Directors appoints another person to act as secretary of the meeting. The regular minutes of the proceedings must be placed in the minute book of the AIAP, which may be held electronically. If the Chairperson of the Board is absent from the meeting of the Board of Directors or is unable to act at a meeting of the Board of Directors, a chair for that meeting shall be chosen by the Board of Directors from among the directors present.


Presumption of Assent. A director who is present at any meeting of the Board of Directors at which action on any AIAP matter is taken will be presumed to have assented to the action unless his or her dissent is entered in the minutes of the meeting or unless that director files his or her 4 Gardere01 - 8662305v.3 written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or forwards any dissent by certified or registered mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent does not apply to a director who voted in favor of such action. 


No Compensation. Directors as such shall not receive any salary or compensation for their service as directors; provided, however, that nothing contained herein shall be construed to preclude any director from serving the AIAP in any other capacity or receiving compensation therefor, or to preclude reimbursement of reasonable expenses incurred by a director in connection with service as a director. 


Action Without Meeting. Unless otherwise restricted by the Certificate of Formation of the AIAP or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors or committee members, as the case may be, entitled to vote thereon. The resolution and written consents thereto by the members of the Board of Directors of any such committee shall be filed with the minutes of the proceedings of the Board of Directors or of any such committee. Such consents may be made electronically, by electronic signature or grant of permission via email. 


 Supermajority Vote. In addition to those actions described elsewhere in these Bylaws that require more than the majority approval of the directors at a meeting at which a quorum is present, the following actions shall require the approval of at least two-thirds (2/3rds) of the full Board of Directors: 


the approval of a plan of merger or consolidation of the AIAP;

the approval of the voluntary dissolution of the AIAP or revocation thereof; and

the amendment of the AIAP’s Certificate of Formation or Bylaws. 


Responsibilities. It is the responsibility of each member of the Board of Directors to act in the best interests of the AIAP for the benefit of the communities served by the AIAP. Each member of the Board of Directors owes allegiance to the common good of the communities served by the AIAP and shall not act as a separate representative of a particular community where he or she works or resides. 


III. DIRECTORS OF THE AIAP


Number and Titles. The directors of the AIAP shall be a President, a Vice-President, a Secretary, and a Treasurer. Each director shall hold office for the term for which he or she is elected and until his or her successor shall have been duly elected and qualified unless such officer is removed, resigns or is unable to serve. The Board of Directors also may appoint one or more Vice Presidents, or one or more Assistant Secretaries and Assistant Treasurers and such other officers, assistant officers and agents as the Board of Directors shall from time to time deem necessary, who shall exercise such powers and perform such activities as shall be set forth in these Bylaws or as 5 Gardere01 - 8662305v.3 determined from time to time by the Board of Directors. The Board of Directors may also determine to appoint an Executive Director. 


Election and Term of Office. The officers of the AIAP whose terms are expiring shall be elected by the Board of Directors at each annual meeting of the Board of Directors at which a quorum is present. New offices may be created and filled at any meeting of the Board of Directors. Any two or more offices may be held by the same person. Subject to the restrictions previously set out, any officer, however, may serve at the pleasure of the Board of Directors without the necessity of periodic re-election or re-appointment.


Removal. Any officer may be removed with or without cause by the Board of Directors at any time whenever in its sole and exclusive judgment the best interests of the AIAP will be served thereby. The removal of an officer who is also employed by the AIAP shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of an officer shall not of itself create contract rights.


Vacancies. A vacancy in the office of any officer may be filled by the Board of Directors. An officer elected to fill an unexpired term shall be elected for the unexpired term of such officer’s predecessor in office.


Chairperson of the Board. The Chairperson of the Board shall preside at all meetings of the Board of Directors and shall have such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him or her by the Board of Directors. 

President. The President shall be the chief executive officer of the AIAP and shall have such other powers, duties and responsibilities as from time to time may be assigned to him or her by the Board of Directors. The President shall preside at all meetings of the Board of Directors and shall have such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him or her by the Board of Directors. Subject to the control of the Board of Directors and subject to the provisions of applicable law restricting the powers of a president, the President shall establish and maintain an effective organization and structure with clearly defined roles, responsibilities, and reporting relationships, which ensure follow-up and accountability. The President shall establish and maintain a consistent process for open and continuing communication with the Board of Directors to ensure effective governance of the AIAP, and shall have responsibility for coordination, facilitation and for the provision of assistance to other directors, as determined by the Board of Directors from time to time. In order to serve as President, the individual must have been on the Board of Directors in some other position for at least one term of two (2) years. 


Vice President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President, if any, shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President, if any, shall have such other powers and duties as from time to time may be assigned to him or her by the Board of Directors. It is contemplated that the Vice President shall establish fundraising initiatives and carry through those initiatives, including the coordination of fundraising events and initiatives, maintaining contact with community and company contacts for fundraising, and accounting for the success of fundraising events and initiatives. 


Secretary. The Secretary (a) shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose as well as all documents of the AIAP, (b) shall attend to the giving and serving of all notices, (c) shall in general perform duties incident to the office of Secretary, subject to the control of the Board of Directors, (d) shall update and publish member/guest mailing list, and (e) shall discharge such other duties as shall be prescribed from time to time by the Board of Directors or the President. In the case of the absence or disability of the Secretary, the Board of Directors may appoint one or more Assistant Secretaries to perform the duties of the Secretary during such absence or disability.



Treasurer. The Treasurer of the AIAP shall have custody of all the funds and securities of the AIAP. When necessary or proper, he or she may endorse, on behalf of the AIAP, for collection, checks, notes and other obligations and shall deposit the same to the credit of the AIAP in such bank or banks or depositories as shall be designated in the manner prescribed by the Board of Directors, and he or she may sign all receipts and vouchers for payment made to the AIAP, either alone or jointly with such other officer as is designated by the Board of Directors. The Treasurer shall keep proper books of account and other books showing at all times the amount of the funds and other property belonging to the AIAP, all of which books shall be open at all times to the inspection of the Board of Directors. The Treasurer shall, under the direction of the Board of Directors, disburse all moneys. The Treasurer shall also submit a report of the accounts and financial condition of the AIAP at each annual meeting of the Board of Directors if so requested by the Board of Directors. In general, the Treasurer shall perform all acts incident to the position of Treasurer, subject to the control of the Board of Directors, and shall perform such other duties as may be prescribed from time to time by the Board of Directors or the President. The Treasurer shall, if required by the Board of Directors, give such bond for the faithful discharge of his or her duties in such form as the Board of Directors may require. In the case of the absence or disability of the Treasurer, the Board of Directors may appoint one or more Assistant Treasurers to perform the duties of the Treasurer during such absence or disability. 



Marketing and Communication Director. The Board of Directors may determine to appoint a director to the position of Marketing and Communication Director. The Marketing and Communication Director shall (a) coordinate meetings of the membership of the AIAP, (b) establish and maintain contact with other organizations with shared interests to aid the AIAP, (c) be responsible, with input of the Board of Directors, for coordination of speakers to AIAP events, as determined from time to time by the Board of Directors, (d) handle media relations, and (e) arrange and coordinate social activities of the AIAP.


Compliance Director. The Board of Directors may determine whether to appoint a director to the position of Compliance Director. The Compliance Director will serve to upkeep the bylaws, and ensure their implementation, along with assistance of the Board of Directors, and shall coordinate and chair the election process.



IV. COMMITTEES


Committees Having Board Authority. The Board of Directors by resolution may designate one or more committees, which, to the extent provided in such resolution or in these Bylaws, shall have and may exercise the authority of the Board of Directors, except that no such committee shall have the authority of the Board of Directors in reference to:


filling vacancies (whether resulting from an increase in the number of positions or from the vacation of an existing position) on the Board of Directors or any committee created by the Board of Directors; electing, appointing or removing any member of the Board of Directors, any member of any committee created by the Board of Directors or any elected or appointed officer of the AIAP; amending the Certificate of Formation of the AIAP; amending or altering these Bylaws; approving a plan of merger or consolidation of the AIAP; approving a voluntary dissolution of the AIAP or revocation thereof; or altering or repealing any resolution of the Board of Directors.


The designation of each such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Any action taken by a committee which exercises authority of the Board of Directors shall be reported to the Board of Directors within thirty (30) days. Each such committee shall consist of two or more persons, at least a majority of who must be directors.


Committees Not Having Board Authority. Other committees not having and exercising the authority of the Board of Directors in the management of the AIAP may be designated by a resolution adopted by a majority of the directors at a meeting at which a quorum is present. Such committees shall have only the powers specifically delegated to them by the Board of Directors. Membership on such committees may, but need not be, limited to directors. In the case of a standing committee, each such committee shall consist of two or more persons, at least a majority of who must be directors. 


Meetings and Notices. Meetings of a committee may be called by the Chairperson of the Board, the chair of the committee or a majority of the members of the committee. Each committee shall meet as often as is necessary to perform its duties. The person or persons calling such meeting shall cause notice to be given at any time and in any manner reasonably designed to inform the members of the time, date and place of the meeting. Each committee shall keep minutes of its proceedings. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with the rules or regulations adopted by the Board of Directors.


Appointments; Terms; Vacancies. Subject to the express provisions of this Article IV regarding membership requirements of a committee, the members and the chairs of all committees, shall be appointed by the Chairperson of the Board, subject to ratification by the Board of Directors. The members of each committee shall serve until the conclusion of the next annual meeting of the Board of Directors following their appointments and until their respective successors are chosen and qualified, or until their respective earlier deaths, resignations, retirements, disqualifications or 8 Gardere01 - 8662305v.3 removals from office. A vacancy on a committee shall be filled for the unexpired term of the former occupant in the same manner in which an original appointment to such committee is made.


Resignations and Removals. Any member of a committee may resign at any time by giving notice to the chair of the committee or the Secretary. Unless otherwise specified in the notice, such resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective. The Board of Directors may remove at any time with or without cause any member of any committee whenever in the sole and exclusive judgment of the Board of Directors the best interest of the AIAP will be served thereby. The appointment of a person to a committee shall not of itself create contract rights. 


Executive Committee. The Board of Directors may determine to appoint an Executive Committee which, if appointed, shall be a standing committee. Subject to the provisions of Section 1 of this Article, applicable law and any express resolution of the Board of Directors, when the Board of Directors is not in session, the Executive Committee, if any, shall have and may exercise the authority of the Board of Directors permitted by these Bylaws in the management of the affairs of the AIAP. The Chairperson of the Board shall serve as the chair of the Executive Committee, if any. 




V. CONTRACTS, CHECKS, DEPOSITS, GIFTS, AND CONFLICTS OF INTEREST  



Contracts. The Board of Directors may authorize any officer(s) or agent(s) of the AIAP, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the AIAP, and such authority may be general or confined to specific instances. 


Checks, Drafts, or Orders for Payment. All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of the AIAP shall be signed by such officer(s), employees or agent(s) of the AIAP and in such manner as shall from time to time be determined by resolution of the Board of Directors. The authority of any such authorized officer or officers, employees or agents to sign checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the AIAP may be limited to amounts up to a specific dollar amount determined from time to time by the Board of Directors with amounts in excess of that amount requiring two authorized signatures or prior approval by the Board of Directors. 


Deposits. All funds of the AIAP shall be deposited from time to time to the credit of the AIAP in such banks, trust companies or other depositories as the Board of Directors may from time to time direct or as shall be selected in accordance with procedures established by the Board of Directors.


Gifts. The AIAP may only accept a contribution, gift, bequest or devise to the AIAP and any officer of the AIAP may only accept or authorize the acceptance on behalf of the AIAP of any contribution, gift, bequest, or devise to the AIAP, whether for the AIAP’s general purposes or for any special purpose, in accordance with a resolution of the Board of Directors.



VI. BOOKS AND RECORDS


The AIAP shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors and shall keep at the registered or principal office a record of the names and addresses of the members entitled to vote. All books and records of the AIAP may be inspected by any director for any proper purpose at any reasonable time. 



VII. NOTICES



Form of Notice. Whenever any notice whatsoever is required to be given under the provisions of these Bylaws to any director, officer or committee member and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given in writing by mail (unless the address of the person entitled to such notice is located outside the United States of America), facsimile transmission, electronic mail or overnight delivery. Any notice required or permitted to be given by mail shall be deemed to have been given at the time notice is deposited, postage pre-paid, in the United States mail, addressed to the person entitled thereto at his or her post office address, as it appears on the books of the AIAP. Any notice required or permitted to be given by facsimile transmission or electronic mail shall be deemed to have been given at the time the notice is successfully transmitted to the person entitled thereto. Any notice required or permitted to be given by overnight delivery shall be deemed to have been given at the time notice is delivered to the overnight delivery courier service, fees prepaid, addressed to the person entitled thereto at his or her address, as it appears on the books of the AIAP.


Waiver. Any waiver of notice, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. 

 

VIII. MISCELLANEOUS PROVISIONS



Loans to Officers and Directors Prohibited. No loans shall be made by the AIAP to its officers or to its directors.


Fiscal Year. The fiscal year of the AIAP shall be such as the Board of Directors shall by resolution establish.


Compensation and Reimbursement of Expenses. The Board of Directors may determine to compensate any officer or individual, as an employee or as an independent contractor, in the form of or salary or otherwise, for his or her services to or on behalf of the AIAP. The Board of Directors may also determine to reimburse any officer or individual for reasonable expenses incurred or expected to be incurred by such officer or individual in connection with his or her services to the AIAP, in accordance with any such policy, if any, as may be adopted by the Board of Directors.


Dividends Prohibited. No dividend shall be paid to, and no part of the income of the AIAP shall be distributed to, the directors or officers of the AIAP.


Seal. The Board of Directors may in its discretion elect to have a corporate seal. If such an election is made, the seal of the AIAP shall be such as from time to time may be approved by the Board of Directors.


Resignations. Any director or officer may resign at any time. Such resignations shall be made in writing and shall take effect at the time specified therein, or if no time is specified at the time of its receipt by the Chairperson of the Board. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. 


Meetings By Telephone or Other Remote Electronic Communications Technology. Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, members of the Board of Directors, or members of any committee designated by the Board of Directors, may, unless otherwise restricted by statute, by the Certificate of Formation of the AIAP or by these Bylaws, participate in and hold a meeting of such Board of Directors or committee, as the case may be, by using conference telephone or similar electronic communications equipment by means of which all persons participating in the meeting can hear each other, or by using any other suitable electronic communications system, including video conference technology or the Internet (but only if, in the case of such other suitable communications system, each member entitled to participate in the meeting consents to the meeting being held by means of that system, and the system provides access to the meeting in a manner or using a method by which each member participating in the meeting can communicate concurrently with each other participant). Participation in such a meeting pursuant to this section shall constitute presence for quorum purposes and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.


Discontinuance of AIAP. Upon the discontinuance of the AIAP by dissolution or otherwise, the assets are to be transferred in accordance with the provisions of the Certificate of Formation of the AIAP.


Offices. The AIAP may have, in addition to its registered office, offices at such places within and without the State of Texas, as the Board of Directors may determine from time to time or as the activities of the AIAP may require.


Gender and Number Agreement. Whenever the masculine, feminine or neuter gender is used inappropriately in these Bylaws, these Bylaws shall be read as if the appropriate gender was used, and, unless the context otherwise requires, the singular shall include the plural, and vice versa.


Invalid Provisions. If any part of these Bylaws shall be invalid or inoperative for any reason, the remaining parts, as far as is possible and reasonable, shall remain, valid and operative.


Headings. The headings used in these Bylaws are for convenience only and do not constitute matter to be construed in the interpretation of these Bylaws.



IX. AMENDMENT OR REPEAL OF BYLAWS



These Bylaws may be amended or repealed, and new bylaws may be adopted, by the affirmative vote of at least two-thirds (2/3rds) of the full Board of Directors at any annual, regular or special meeting of the Board of Directors so long as notice of such proposed amendment, repeal or adoption is contained in the notice of the meeting. 


* * * * *


The undersigned, being the duly elected and qualified Secretary of the AIAP, hereby certifies that the foregoing Bylaws of the AIAP were duly adopted by the Board of Directors of the AIAP by unanimous written consent on November 10th, 2016.



Kash Arfa, Kommy Azarpour