وَكَذَٰلِكَ جَعَلْنَاكُمْ أُمَّةً وَسَطًا لِّتَكُونُوا شُهَدَاءَ عَلَى النَّاسِ وَيَكُونَ الرَّسُولُ عَلَيْكُمْ شَهِيدً
And thus we have made you a just community that you will be witnesses over the people and the Messenger will be a witness over you. (Qur'an 2:143)
BYLAWS OF ITHNA-ASHERI MUSLIM ASSOCIATION OF THE NORTHWEST (“IMAN”)
CORPORATE PURPOSE; DEFINITION; FUNCTIONS, AIMS AND OBJECTIVES
1.1 The corporation is organized exclusively for the purposes listed in Article 1.2 below. The Articles of Incorporation of the corporation are those Articles of Incorporation filed with the Secretary of State for the State of Washington on Aug 5th, 1997 (the “Articles of Incorporation”). This document is the bylaws of the corporation, adopted by the initial directors of the corporation on March 30th, 1998. These Bylaws contain all of the rules and regulations of the corporation.
1.2 The functions, aims and objectives of the corporation shall be in accordance with the tenets, doctrines and Sharia of the Shia Ithna-Asheri Muslim Sect of Islam:
a) To pursue the religious, educational and cultural activities of the sharia of the Shia Ithna-Asheri Muslim Sect of Islam.
b) To serve as one of the centers for Shia Ithna-Asheri Muslims in Washington State.
c) To assist in performing any religious and social ceremonies such as marriage and funeral arrangements. The association shall endeavor to provide a place for this purpose.
d) To perform charitable works for needy families in the USA, Canada and elsewhere irrespective of their beliefs.
e) To create, cultivate and maintain good will among the community.
f) To create, receive, raise and invest funds and to buy, sell, build, own and let properties in furtherance of the aims and objectives.
2.1 Definition of Classes. The membership of this corporation shall be open to Shia Ithna-Asheri Muslims who are 18 years of age or over; who shall agree to uphold the purpose of this corporation and abide by its bylaws. Membership in the corporation shall be automatic upon completion of a membership application and satisfactory proof of membership in the Shia Ithna-Asheri Religion. There are three classes of membership in the corporation:
a) Regular members: A regular member is a Shia Ithna-Asheri Muslim who is duly enrolled as such and has been an associate member for at least six months in good standing. This membership is subject to approval by the Board.
b) Associate members: An associate member is a Shia Ithna-Asheri Muslim who has joined the corporation but has not yet been admitted as a regular member. Such membership shall be sponsored and proposed by two regular members of the Association.
c) Honorary members: An honorary member is a person who is interested in the nature, purpose and objectives of the corporation. This person may have significantly contributed to the community and the corporation or has a potential of doing so. Such membership shall be sponsored and endorsed by two regular members, and is subject to approval by the PresidentBoard.
2.2 Rules Pertaining to Members.
a) A regular member shall be subject to any restrictions prescribed by these Bylaws or rules made in pursuance of these Bylaws and shall be entitled to all the privileges of membership in the corporation.
b) Without restricting the generality of the foregoing, regular members in good standing may, if elected, serve as officers of the corporation and shall have the right to vote at the annual meeting for nomination of the officers of the corporation.
c) All regular members shall endeavor to attend the annual meeting of the corporation.
d) Any regular member who has subscription dues outstanding for a period of 3 months or more shall forfeit the following rights until their dues are received:
i) Voting Rights to nominate officers of the corporation.
ii) Rights of being assisted by the corporation during respective circumstances
e) Associate and honorary members shall not serve as officers of the corporation or vote at the annual meeting of the corporation and shall likewise be subject to restrictions provided by these Bylaws.
f) The total number of non-voting (associate and honorary) members shall not at any time equal or exceed the number of voting (regular) members.
g) Any candidate who has been denied membership shall be notified by the Secretary and will not be considered for membership for a period of three months from the date of notification.
BOARD OF DIRECTORS
3.1 General Powers. The Board of Directors shall manage the affairs of the corporation.
3.2 Number. The Board of Directors shall consist of five persons unless the Board of Directors, by amendment to these Bylaws, provides for a different number of directors; provided, however that no decrease in number shall have the effect of removing any incumbent director and that the number of Directors shall not be less than three nor greater than five.
3.3 Composition of Board. The initial directors (the “Founding Directors”) of the corporation are: Mohamed Jawad Khaki, Jameel Hyder, Mujib Ahmed, Iqbal Rizvi and Bashir Dewji.
3.4 Term. The Founding Directors shall serve together for an initial period of ten years. After this ten year period the Founding Directors shall each resign from the Board in yearly intervals, with the effect that within fifteen years from the incorporation of the corporation the Board shall consist of five different persons. The Founding Directors shall resign from the Board in the alphabetical order of their last names. Each director who serves after the Founding Directors have resigned shall serve for a period of five years. A director who has served in such capacity in the past may be reappointed for subsequent terms.
3.5 Qualifications of Directors. In order to be appointed as a director, a nominee must demonstrate a strong commitment to fulfilling the goals of the corporation.
3.6 Resignation. Any director may resign at any time by delivering written notice thereof to the secretary of the corporation. The Founding Directors shall comply with the mandatory resignation procedures outlined in Article 3.4 above.
3.7 Removal of Directors. One (1) or more directors may be removed from office, with or without cause, by a two-thirds (2/3) vote of the Board.
3.8 Vacancies. Vacancies occurring in the Board and any directorship resulting from an increase in the authorized number of directors or the resignation of one (1) or more directors shall be filled by majority vote of the remaining directors. The position filled will be valid for the remainder of the five year term of the original board member. If the position being filled is that of a Founding Director, the position will be valid for the remainder of the Founding Director’s term (as determined by the alphabetical order of that Founding Director’s last name: see Article 3.4) regardless of the alphabetical order of the replacing director’s last name.
3.9 Duties of Directors. A director shall perform the duties of a director, including the duties as a member of any committee of the Board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the corporation and with such care, including reasonable inquiry as an ordinarily prudent person in a like position would use under similar circumstances.
In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:
a. One (1) or more officers or employees of the corporation whom the director believes to be reliable and competent in the matter presented.
b. Counsel, public accountants or other persons as to matters which the director believes to be within such person’s professional or expert competence.
c. A committee of the Board and the corporation’s members upon which the director does not serve, duly designated in accordance with a provision in the Articles of Incorporation or Bylaws as to matters within its designated authority, which committee the director believes to merit confidence; as long as, in any such case, the director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
MEETINGS OF BOARD OF DIRECTORS
4.1 Annual Meeting. The annual meeting for the election of officers, and for the transaction by such other business as may properly come before it shall be held between October 1st and December 15th on the date selected by the Board with notice of such meeting given to the regular members at least two weeks prior to the meeting. The agenda of the Annual Meeting shall at a minimum include the following:
Income and Expenditure Report.
Budget for the following year.
Election of Officers.
4.2 Regular and Special Meetings. Regular meetings of the Board shall be held at intervals to be determined by the Founding Directors at any place or time and shall be attended only by the directors of the corporation, unless for a specified reason regular members are invited to attend. Special meetings may be held at any place or time, whenever called by the president, secretary or any two (2) or more directors.
4.3 Notice of Meetings. Notice of all special meetings of the Board or any committee thereof, shall be given by the secretary or by the person or persons calling the meeting at least fourteen days prior to the meeting by personal communication over the telephone, by personally delivering or mailing written notice of the meeting, or by telegraphing notice of the meeting. If mailed, notice shall be mailed by United States mail, postage prepaid, to the last known address of each Board member. Notice of any special meeting shall specify the time and place of the special meeting and the business to be transacted. Final disposition shall not be taken by the Board on any other matters at a special meeting. At any other meeting of the Board, any business may be transacted, and the Board may exercise all of its powers.
4.4 Use of Communications Equipment. The Board and any committee designated by it may conduct any meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
4.5 Quorum. A majority of the directors in office shall constitute a quorum for the transaction of business. The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the Board. No business may be transacted without a quorum; provided, however, that a lesser number in attendance at such a meeting may adjourn any meeting from time to time without further notice.
4.6 Presumption of Assent. A director of the corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting or unless he or she files written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof or sends such dissent or abstention by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.
ACTIONS BY WRITTEN CONSENT
Any corporate action required or permitted by the Articles of Incorporation, the Bylaws or the laws of the State of Washington to be taken at a meeting of directors or committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or committee members, as the case may be, entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote and may be described as such.
WAIVER OF NOTICE
Whenever any notice is required to be given to any directors or committee members by the Articles of Incorporation, the Bylaws or by the laws of the State of Washington, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. In addition, attendance of a director or committee member of the corporation at any meeting shall constitute a waiver of notice of such meeting except where the director or committee member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
7.1 Maximum Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of that fact that he or she is or was a director or officer of the corporation or, being or having been such a director or officer, he or she is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, trustee, officer, employee or agent or in any other capacity while serving as a director, trustee, officer, employee or agent, shall be indemnified and held harmless by the corporation to the full extent permitted by applicable law as then in effect, against all expense liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes, or penalties and amounts to be paid in settlement) actually or reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in section 7.2 hereof with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this section 7.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section 7.1 or otherwise.
7.2 Right of Claimant to Bring Suit. If a claim under section 7.1 of this Article is not paid in full by the corporation within sixty (60) days after a written claim has been received by the corporation, except in the case of a claim for expenses incurred in defending a proceeding in advance of its final disposition, in which case the applicable period shall be twenty (20) days, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. The claimant shall be presumed to be entitled to indemnification under this Article upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the required undertaking has been tendered to the corporation), and thereafter the corporation shall have the burden of proof to overcome the presumption that the claimant is not so entitled. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its shareholders) to make a determination prior to the commencement of such action that indemnification of, or reimbursement or advancement of expenses to, the claimant is proper in the circumstances, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its shareholders) that the claimant is not entitled to indemnification, or to the reimbursement or advancement of expenses, shall be a defense to the claimant’s action for indemnification, reimbursement or advancement or create a presumption that the claimant is not so entitled.
7.3 Not Exclusive. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this article shall not be exclusive of any other right which any person may have or here after acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of disinterested directors, or otherwise.
7.4 Insurance. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Washington Business Corporation Act. The corporation may enter into contracts with any director or officer of the corporation in furtherance of the provisions of this Article 7 and may create a trust fund, grant a security interest, or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article 7.
7.5 Advances. The corporation may, by action of its Board from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of the corporation with the same scope and effect as the provisions of this article with respect to the indemnification and advancement of expenses of directors and officers of the corporation or pursuant to rights granted pursuant to, or provided by, the Washington Business Corporation Act or otherwise.
8.1 Officers Enumerated. The officers of the corporation shall be a president, vice president, secretary, joint secretary and treasurer and such other officers and assistant officers as may be deemed necessary by the Board. Any two (2) or more offices may be held by the same person except the offices of President and Secretary. In addition to the powers and duties specified below, the officers shall have such powers and perform such duties as the Board may prescribe.
8.2 President. The president shall be the chairman and chief executive officer and, subject to the Board’s control, shall exercise the usual executive powers pertaining to the office of president; provided, however, that the president may only sign . The president may sign deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the corporation when, except when the signing and execution thereof hasve been expressly delegated by the Board. or by these Bylaws to some other officer or agent of the corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the president shall perform all duties incident to the office of president and such other duties as are assigned to him or her by the Board from time to time. The president shall be an ex-official member of all committees except the nominations committee.
8.3 Vice President. In the absence of the president, the vice president shall assume the duties of the president. The vice president shall also assume such other duties as may be assigned to him by committee members or the president.
8.4 Secretary and Joint Secretary. It shall be the duty of the secretary to keep records of the proceedings of the Board and members and, when requested by the president Board, to sign and execute with the president all deeds, bonds, contracts and other obligations or instruments in the name of the corporation. The secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law and shall perform such other duties as may be assigned to him or her from time to time by the president or the Board. The joint secretary shall be responsible for coordinating the programs of the corporation. Such responsibilities may include making reservations for halls, ensuring that all members are assigned responsibilities for meals, clean up and maintaining discipline.
8.5 Treasurer. The treasurer shall have the care and custody of and be responsible for all funds and investments of the corporation and shall cause to be kept regular books of account. The treasurer shall provide an accounting on a quarterly basis to the corporation’s finance committee. The treasurer shall cause to be deposited all funds and other valuable effects in the name of the corporation in such depositories as may be designated by the Board, and, in general, shall perform all of the duties incident to the office of treasurer.
8.6 General Membership Annual meeting for election of officers
Election, Notice and ; Rules for meeting; Quorum.
The annual meeting for the election of officers, and for the transaction by such other business as may properly come before it, shall be held between October 1st and December 15th on the date selected by the Board
Each officer shall be annually elected for nomination by the Board General Membership at the Board’s General Membership’s annual meeting.
Each officer shall serve until his or her successor is duly elected and qualified.
The notice for the meeting shall be at least four weeks in advance of the meeting date.
All candidates contesting for the nomination for office shall contest for only one post in a particular election.
All candidates for the election shall contest as individuals.
Only regular members of the Association shall be eligible to nominate candidates for the offices enumerated above.
Each regular member shall be entitled to only one nomination vote. The “Family Members” shall be entitled to only two nomination votes per family membership.
Such nominations shall be conducted in a manner to be prescribed by the Board and the Board may, at its sole discretion, approve or reject the nominations.
Proxy voting shall not be allowed. The voters shall have to be present at the voting booth in person, to cast their votes.
The Secretary of the corporation shall provide a list of all regular members at the time of election. The Secretary may ask for proof of identification at its own discretion from any voter before the vote is cast.
A Quorum for the proceeding of an annual meeting after due notice has been sent to the regular members shall be thirty-three (33%) percent of the regular members but not less than ten. If no Quorum is achieved, then 51% of the member attendees at the second meeting will make up the Quorum.
8.7 The officers elected by the Founding Directors shall serve until their successors, if any, are elected at the first annual meeting of the Board.
8.8 Vacancies. Vacancies in any office arising from any cause may be filled by the Board at any regular, annual or special meeting.
8.9 Removal. Any officer may be removed by the Board whenever in its judgment the best interests of the corporation will be served thereby. Any officer whose removal has been proposed shall be given an opportunity to be heard by the Board. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed; provided, however, that election of an officer shall not of itself create contract rights.
8.10 Resignation. An officer may resign at any time by delivering written notice to the Board.
8.11 Transfer and Change in Office. The outgoing officers shall transfer within seven working days of the ending of their term of office, the charge of the corporation to the new officers. Such transfer shall include all corporate records, bank documents, accounts ledgers, deposit and receipt books, saving and checking accounts, all government documents, leases, seals of the corporation, property documents and other pertinent correspondences.
All keys to the premises, safe deposit boxes and lockers shall be accounted for and transferred to the new officers.
Inventory of all movable properties such as books, furniture, fixtures, television and video recorders and other electronic equipment, which is the property of the corporation, shall be accounted for.
If deficiencies are found, the outgoing officers will be held collectively responsible for it financially.
The Board by resolution adopted by a majority of the directors in office may designate and appoint from the officers of the corporation and from the members one (1) or more other committees, each of which shall consist of two (2) or more directors and shall have and exercise such authority of the Board in the management of the corporation as may be specified in the resolution designating it and appointing persons to it; provided, however that no such committee shall have the authority of the Board in reference to any of the acts referred to in RCW 24.03.115. Each such committee shall provide quarterly written reports of its activities to the Board.
ADMINISTRATIVE AND FINANCIAL PROVISIONS
10.1 Fiscal Year. The fiscal year of the corporation shall be July October 1st through June September 30th.
10.2 Contracts. The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
10.3 Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
10.4 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as is from time to time determined by resolution of the Board.
10.5 Loans Prohibited. No loans shall be made by the corporation to any officer or to any director.
10.6 Books and Records. The corporation shall keep at its registered office, its principal office in Washington or at its secretary’s office if in Washington, the following:
a) Current Articles of Incorporation and Bylaws.
b) Correct and adequate records of accounts and finances.
c) A record of officers’ and directors’ names and addresses.
d) Minutes of the proceedings of the Board, and any minutes which may be maintained by committees of the Board. Records may be written or electronic if capable of being converted to writing.
10.7 Copies of Resolutions. Any person dealing with the corporation may rely upon a copy of any of the records of the proceedings, resolutions or votes of the Board when certified by the president or secretary.
10.8 Amendment of Bylaws. These Bylaws may be altered, amended or repealed by an affirmative vote of two-thirds (2/3) of the directors in attendance at any annual or special meeting of the Board. Any amendment proposed by the regular members of the corporation shall be submitted in writing to all directors by at least 25% of the regular members of the corporation at least ten (10) days before a scheduled Board meeting. If the proposed amendment is to be considered at an annual meeting where all regular members are invited to be present, the Secretary of the corporation shall mail notice of the proposed amendment to all regular members of the corporation at least two weeks in advance of the annual meeting.
10.9 Amendment of Articles of Incorporation. The Articles of Incorporation may be altered, amended or repealed by an affirmative vote of a two-thirds (2/3) of the directors in office at any annual, regular or special meeting of the Board; provided, however, that ten (10) days’ notice must be given to each director prior to the taking of any vote to amend, alter or repeal the Articles of Incorporation.