AL-MAWRID UNITED STATES INC.
Section 1. NAME:
The name of the organization shall be Al-Mawrid United States (hereinafter AMUS or Charity).
Section 2. REGISTERED OFFICE:
The registered office of the Charity shall be situated, or such other place as, from time to time, may be determined by the Board of Trustees (hereinafter referred to as the “Board”).
Section 3. PURPOSE:
Al-Mawrid United States is organized exclusively for charitable, religious and educational purposes. The organization shall qualify for tax-exempt status pursuant to Section 501(c)(3) of the IRC.
As such, the Charity adopts the following provisions:
a) No part of the net earnings of the Charity shall inure to the benefit of, or be distributable to its Members, Trustees, Officers, or other private persons except that the Charity shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in the furtherance of the purposes set forth in the purpose of the clause hereof.
b) No substantial part of the activities of the Charity shall be the carrying on of propaganda, or otherwise attempting to influence of legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
c) Notwithstanding any other provision of this document the Charity shall not carry on any other purposes not permitted to be carried on (1) by any organization exempt from federal income tax under section 501(c)(3) of the IRC, or corresponding section of any future federal tax code, or (2) by an organization, contributions to which are deductible under section 170(c)(2) of the IRC, or corresponding section of any future federal tax code.
Section 4. OBJECTIVES:
The objectives of the Charity shall be as follows:
a) To explore, interpret, discuss, teach and practice Islam on the basis of reasoning, rationality and objective analysis of Islam’s primary sources of Qur’an and Sunnah, as described in the Core Principles document (Attachment A).To foster an environment of harmony and mutual respect between followers of different religions and various denominations of the Islamic faith through interfaith and intrafaith discourse.
Section 5. MEMBERSHIP:
The Charity shall maintain a register of Members who shall constitute the General Body.
a) Eligibility Criteria for Membership
- To become a Member of the Charity, a person must be at least eighteen (18) years of age
- Must be able to read, understand and be in agreement with the Core Principles document (see Attachment A).
- Must be able and willing to contribute towards the cause and mission of the organization
- Must submit annual dues within 1 month of the due date
b) Induction of Members
- An individual may become a General Member of the Charity by completing the Membership form provided by the Charity and receiving an approval of the application by a majority vote of the Board
c) Member Annual Dues
- The amount required for annual dues shall be $100 each year unless changed by a majority vote of the Members at an annual meeting of the General Body. Continued Membership is contingent upon being up-to-date on Membership dues.
d) Rights of Members
- Each Member shall be eligible to appoint one voting representative to cast the Member’s vote in the elections
e) Suspension, Removal of Members
i. Members may be suspended for violating the Eligibility Criteria of Membership by a two-thirds (2/3) vote of the Board.
ii. The General Body may override the suspension and vote to reinstate the Member by a majority vote at a special meeting of the General Body.
iii. When administering a suspension, the Board must inform the Member of the
reason for suspension and provide a 14-day period for the Member to cure the
violation. The suspension becomes effective at the end of the 14-day period.
iv. The Board may nominate a Member for removal for any reason by a two-thirds
(2/3) vote of the Board. The General Body, excluding the Member set to be
removed, must vote on the removal by a two-thirds (2/3) vote at a special meeting
of the General Body.
v. A Member who has been nominated for removal by the Board must be informed in writing at least twenty-one (21) days before the vote of the General Body.
vi. If the General Body votes to remove the Member, then the termination of
Membership is final.
vii. A Member may be removed for the following reasons:
1. Death of the Member,
2. Resignation by the Member,
3. Violation of eligibility criteria in Section 5a
4. Member missing two consecutive General Body meetings without excuse.
5. Removal by the Board for some other reason by 2/3rd majority of the Board.
viii. Any Member may resign from the General Body by submitting a written resignation to the Board. A Member who has so resigned must re-apply for Membership in the future.
f) Meeting of the General Body
i. The General Body shall meet annually on the First Saturday of every December or some other date and place as the Board may decide (“Annual Meeting”).
ii. The first meeting of the General Body shall take place within six (6) months of the adoption of these Bylaws.
iii. An agenda of the business to be undertaken at the Annual Meeting shall be
distributed by the Secretary of the Board at least thirty (30) days in advance of the
iv. The Chair of the Board shall preside over every General Body meeting.
v. The General Body can also meet for special meetings at the request of at least ten (10) Members of the General Body. The Members calling for the meeting shall
submit a request along with the purpose of the meeting to the Secretary of the
Board, who will then provide notice to the remainder of the General Body at least
seven (7) days in advance of the special meeting.
vi. The Board may also call for a special meeting of the General Body at any time.
i. The quorum required for the General Body to transact business shall be one-third (1/3) of the Members.
ii. All actions shall be by a majority vote of the Members present except as indicated in these Bylaws.
iii. The Chair of the Board shall hold the tie-breaking vote.
iv. Members may vote by proxy if such authorization is in writing with the notarized signature of the Member giving the proxy. A written proxy must be specifically
written for each meeting of the General Body. If the Member giving proxy attends
the meeting despite the proxy, the proxy is automatically revoked.
h) Actions Without A Meeting
i. The General Body may take an action by passing a written resolution which is signed or affirmed by a majority of the Members via email.
ii. Such a resolution shall be deemed effectual as if it had been voted on in person at a General Body meeting.
Section 6. BOARD OF TRUSTEES
a) Subject to these Bylaws, the governance, control, and oversight of the affairs of the Charity shall vest in the Board of Trustees. It is the responsibility of the Board to ensure the organization stays compliant with all local, state, and federal laws. The Board may take any action authorized by law and by these Bylaws in furtherance of these responsibilities of the Board.
b) Election of Trustees
i. The open positions will be divided in such a way that at least half of the new Board members will have a two year term to enforce course correction.
ii. In such an election 2-year term will be awarded to the candidates with more votes.
iii. In case of a tie, the preexisting board, shall vote to break the tie with a majority vote.
iv. In case of a multiway tie, the preexisting board members may go through multiple rounds of voting to break the tie.
v. After three rounds of failed tie-breaking vote, term duration will be decided by drawing name slips of newly elected members.
vii. In case of departure or termination of a Board member, within 60 days from the event, the Board will conduct a provisional election to induct a new member for the remaining term.
c) Number, Term and Termination of Trustees
i. The minimum number of Trustees shall be seven (7) at all times.
ii. The maximum number of Trustees shall be fifteen (15) at all times.
iii. The Board may decide to increase or decrease the number of Trustees to the Board from time to time by 2/3rd majority vote.
iv. Once the number of Trustees on the Board has changed, the subsequent elections will maintain that number until the Board decides to change it.
v. Any increase or decrease in number of Trustees will only be effective at the subsequent election of Trustees.
vi. Each Trustee shall serve for a term of two (2) years with no limitation on the number of terms, with the exception of the staggered vacancy scenario described in b(v)
vii. A Trustee shall be terminated immediately if one of the following occurs:
1. The individual is barred from acting as Trustee by state or federal law,
2. The individual ceases to be a Member of the AMUS General Body,
3. The individual dies or becomes incapacitated,
4. The individual resigns as Trustee under his/her own accord, or
5. The individual is found to be in violation of the Charity’s written Code of Conduct on file.
6. The individual is absent from all meetings of the Board in a span of six (6) months without authorization from the Board. This termination will require Board approval.
viii. A Trustee may also be removed from office with cause by a two-thirds (2/3) vote of the remaining Trustees and a confirmation by the General Body by a majority vote.
d) Meeting of the Board
- The Board shall meet at least once every month at a time and place determined by the Board.
- The Secretary shall provide notice to all Trustees along with the agenda prior to the meeting.
- Any Trustee may call for a special meeting of the Board by requesting the Secretary to provide all other Trustees with no less than two (2) days’ notice and a reason for the special meeting.
- The Chair shall preside over the meetings of the Board. If the Chair is not present at all or is not present for the first ten (10) minutes of the appointed time for the meeting, then the Vice Chair shall preside over the meeting.
i. The quorum required to transact business shall be a majority of the Board.
ii. If the quorum is not met, then the meeting shall be adjourned for another time as determined by the Board.
iii. The Board may take any action with a majority vote of the Trustees present except as otherwise indicated in these Bylaws.
iv. Trustees may not vote by proxy at Board meetings.
f) Actions Without A Meeting
- The Board may take actions through a written resolution which is signed or affirmed by a majority of the Board via email.
Section 7. OFFICERS
a) Election of Officers
i. Officers shall be elected by the Board among themselves at the first Board meeting after each election.
ii. There shall be four Officers: Chair, Vice-Chair, Secretary and Treasurer.
1. Chair. The Chair of the Board shall, if present, preside all meetings of the Board and the General Body, act as a liaison between the Board and the Executive Director (ED) to help ensure the Board’s resolutions are carried out. More specifically, the Chair shall be responsible for:
a. Leading the Board and General Body to carry out its governance functions
b. Ensuring the Board has approved policies, to help ensure sound and compliant governance and management of the Board and the Organization stays compliant with all local, state and federal laws
c. Assessing the performance of the Board in light of these Bylaws.
d. Support the ED in cultivating and soliciting major foundation grants and individual gifts
e. Coordinating an annual performance review of the ED
f. Serving as an ambassador of the organization, along with ED, advocating its mission to internal and external stakeholders
g. Setting priorities and approving agendas for meetings of the Board and the General Body
h. Presiding over meetings of the Board and General Body
2. The Vice Chair will be responsible for chairing the meetings in the absence of the Chair and discharge any such duties of the Chair as he may be assigned by the Chair for a specific period of time not exceeding a term of 3 months
3. Secretary. The Secretary shall be responsible for providing notice and agendas for various meetings described herein to appropriate individuals, for maintaining all the Charity’s records, and for taking meeting minutes and drafting Board resolutions. Secretary may also disburse funds upon the written request/approval of the Treasurer.
4. Treasurer. The Treasurer shall be responsible for managing financial accounting for the Charity and for all other financial matters including bookkeeping, accounting and tax filings with state and federal government.
b) Term and Termination of Officers
i. Each Officer shall serve a term of maximum two (2) years.
ii. An Officer may be relieved of his/her role as a certain Officer by a majority vote of the remaining Trustees. Such Officer shall still remain on the Board of Trustees.
iii. An Officer shall also be terminated from his/her position if he/she is terminated as a Trustee or as a Member pursuant to these Bylaws.
iv. An Officer must be a Board Member to stay in office
Section 8. CORPORATE STAFF
i. The Board of Trustees may hire an Executive Director who shall serve at the will of the Board.
ii. The Executive Director will be the executive head of the organization with responsibility and supervision for operations and management in accordance with the mission and vision set forth by the Board.
iii. The Executive Director shall direct the day-to-day business of the organization, maintain the properties of the organization, hire, discharge, and determine the salaries and other compensation of all staff Members under the Executive Director’s supervision, and perform such additional duties as may be directed by the Board of Trustees
iv. No Officer or Member of the Board of Trustees may individually instruct the Executive Director or any other employee. Such instruction must come instead from the Board to the Executive Director only (not employees).
v. The Executive Director shall make such reports at the Board meetings as shall be required by the Chair or the Board.
vi. The Executive Director shall be an Ex-Officio (non-voting) member of the Board of Trustees. vii. The Executive Director shall be an ad-hoc Member of all Committees.
viii. The Executive Director may not be related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity to any Member of the Board of
ix. The Executive Director may be hired at any meeting of the Board of Trustees by a majority vote and shall serve until removed by the Board of Trustees upon an affirmative majority vote of Trustees present at any meeting of the Board of Trustees. Such removal may be with or without cause. Nothing herein shall confer any compensation or other rights on any Executive Director, who shall remain an employee terminable at will, as provided in this Section.
x. The Board shall reserve the right to undo any decision of the Executive Director by a 2/3rd majority vote
Section 9. FINANCE
a. The Charity shall use any and all sources of funding that are legal including, but not limited to, private donations, foundation grants, proceeds from real estate or other investments, proceeds from charitable trusts and endowments.
i. The Charity shall not use any sources of funding that contravene the principles and objectives of the Charity as determined by the Board.
b. The Charity shall maintain bank accounts with the Secretary and at least one other Trustee as signatories. To ensure segregation of duties, the Treasurer shall not be allowed to be a signatory.
c. The Board shall prepare and present the annual budget of the Charity to the General Body at the Annual Meeting of the General Body.
d. The Charity shall subject itself to an internal audit of its books whenever it is deemed necessary by the Board or requested by a majority of the General Body
Section 10. DISSOLUTION
a. The Board may elect to dissolve the Charity on a two-thirds (2/3) vote with a confirmation from the General Body on a two-thirds (2/3) vote.
b. In the event of dissolution, all of the remaining assets and property of the corporation shall after necessary expenses thereof be distributed to another organization exempt under IRC Section 501(c)(3), or corresponding provisions of any subsequent Federal tax laws, or to the Federal government, or state or local government for public purposes.
Section 11. AMENDMENTS
a. These Bylaws may be amended pursuant to the conditions of Section 11, however, no amendments may be made which would have the effect of making the Charity cease to be in compliance with IRC Section 501(c)(3).
b. Amendments to these Bylaws may be proposed in any of the following ways:
i. By the Board on a majority vote, or
ii. By a petition signed by one-third (1/3) of the General Body
c. Proposed Amendments to the Bylaws are adopted by the Charity upon two-thirds (2/3) vote of the Board and a ratification by the majority of the General Body.
d. Any Proposed Amendments must be Approved by the Board prior to seeking a vote of the General Body.
Section 12. MISCELLANEOUS PROVISIONS
a. All assets, including real and other tangible property shall be titled in the name of the Charity and not any Members, Trustees or Officers personally.
b. Any notice required to be given under these Bylaws must be in writing and can be given using regular mail, email, or hand delivery. A notice shall be deemed to be given three (3) days after it was sent via regular mail or one (1) day after it was sent via email. Any notice given in person is deemed to be given immediately.
c. Committees, Advisory Boards
i. The Board reserves the right to create any Committees and Advisory Boards, including the rules governing such bodies to carry out any tasks in furtherance of these Bylaws.
ii. The Board shall always remain primarily responsible for the actions of any such Committee or Board.
d. Alternate Dispute Resolutions
i. If any dispute should arise out of these Bylaws, the disputing parties must mediate the dispute internally before taking any other actions.
ii. The Board shall create a temporary Mediation Board consisting of one disinterested Trustee and two disinterested General Body Member (“Mediation Board”). The disputing parties shall present their arguments to the Mediation Board which will assist in reaching a resolution to the matter.
iii. If no resolution is reached within sixty (60) days, then the disputing parties may submit the dispute for arbitration to an established arbitration panel.
Section 13 GRANT PROGRAMS:
AMUS may make grants to individuals or organizations in pursuit of its exempt purposes and in compliance with the provisions of the Internal Revenue Code of 1986 (the “Code”).
The general terms of the grant program are as follows:
1. The making of grants and contributions and otherwise rendering financial assistance for the purposes expressed in the Bylaws of the organization shall be within the exclusive power of the Board of Trustees.
2. In furtherance of the organization’s purposes, the Board of Trustees shall have the power to make grants to any person subject to the review and approval in accordance with these Bylaws. All grants shall be exclusively for one or more of the exempt purposes of the Organization.
3. The Board of Trustees may establish and amend from time to time operating procedures for considering and approving grants, which may include grant applications, pre-grant inquiries, standards for due diligence, contracts for receiving grants, audit guidelines and other operational protocols for reviewing, making, monitoring, and compliance with the law
concerning grants. Such requirements and policies will be written and maintained in the official records of the Organization.
4. The Board of Trustees may delegate the review of applications for grants and the approval of grants to a Committee. The Board of Trustees in its discretion may establish thresholds for grants, in terms of dollar amount, duration of the performance, or other criteria, and delegate the review and approval of grants below certain thresholds to review and approval of a
5. The Board of Trustees shall review all grants, compliance and grant procedures annually or more often as it determines, in its discretion, appropriate.
6. All requests for grant funds from any person shall require that such requests specify the use to which the funds will be put, which must be in furtherance of the Organization’s exempt purposes, and if the Board of Trustees approves the request, it shall authorize payment of such funds to the approved grantee.
7. All grantees must account for the use of grant funds and demonstrate that the funds were expended for the purposes that were approved by the Board of Trustees. The Board shall require accountings and reports at the close of any project and, subject to reasonable
thresholds, may require interim accountings and reports.
8. The Board of Trustees (or, if applicable, a properly authorized Committee of the Board of Trustees, subject to the direction of the Board of Trustees) may, in its absolute discretion, refuse to make any grants or contributions or otherwise render financial assistance to or for any or all the purposes for which funds are requested.
9. The Board of Trustees and its Officers and Committees shall diligently investigate any actual or potential grantee and the use of any grant funds and shall use all reasonable efforts to assure compliance of any grant, in terms of the purpose of the grant and the carrying out of any project by any grantee, with the Internal Revenue Code of 1986 and applicable law.
10. The Board of Trustees shall demand and diligently pursue in its business judgment un-expended grant funds from any completed or terminated project.
Section 14 INDEMNIFICATION
To the full extent authorized under the laws of the State of Florida, the corporation shall indemnify any Trustee, Officer, employee, or agent, or former Member, Trustee, Officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a Trustee or Officer of another corporation (each of the foregoing Members, Trustees, Officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such Member, Trustee, Officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Trustees, or otherwise.
Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Trustees, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
The corporation may purchase and maintain insurance on behalf of any person who is or was a Member, Trustee, Officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.