AMERICAN ISLAMIC CULTURAL CENTER

BYLAWS

Incorporated on December 2016

Updates Approved 12/03/18

In The Name of Allah, The Most Gracious, The Most Merciful

 

ARTICLE I

NAME

The name of the corporation shall be American Islamic Cultural Center, hereafter referred to as the Center.

 

ARTICLE II

PREAMBLE / MISSION STATEMENT

We the Muslims of the Central Pennsylvania do hereby establish this organization for the preservation and dissemination of the faith. We seek Allah’s pleasure by fostering an environment where Islam is realized through family and community according to the teachings of the Quran and Sunnah (sayings and actions of the prophet Muhammad – peace be upon him). The organization is to be governed in a cooperative fashion under the principle of “Shura,” or collective agreement by the governing council.

MEANS TO THE MISSION

For the accomplishment of the mission, our objectives include, but are not limited to the following:

  • To nurture a center where Islam is practiced free of social, ethnic, gender, or cultural bias.
  • The Center shall strive to conduct its affairs in a manner that represents Sunni Muslims of all races, gender, national origin, linguistic or ethnic backgrounds, and Islamic schools of Jurisprudence, without giving preference to any group.
  • To conduct religious services and prayers.
  • To teach Islam in the American context within which we live.
  • To live the example of the prophet Muhammad (peace be upon him) as good neighbors through civic engagement in our central PA community.
  • To be a general resource for the broader community and locale.
  • To service the community’s needs: financial, legal, counseling, etc.
  • To focus on the youth and future leaders of the community.
  • To develop leadership at all levels.
  • To nourish spiritual development.
  • To revitalize cooperative endeavors with other Muslim organizations.

 

ARTICLE III

DEFINITIONS

Section 1 – Quran

The Quran is the holy book of the Muslims, revealed to the prophet Muhammad (peace be upon him).

Section 2 – Muslim

For the purpose of these Bylaws, a Muslim is a person who believes in Allah (the one true God); in Prophet Muhammad (peace be upon him), upon whom the Quran was revealed, as the last and final prophet and messenger of Allah; in the Quran; in the angels; in the Hereafter; and in the destiny (Qadar). Also, a Muslim believes in the Quran and the Sunnah as the basis for the binding guidance in life.

Section 3 – Sunnah

Sunnah is the authentic tradition of the Prophet Muhammad (peace be upon him), which is related to us through hadith (sayings of the Prophet), reports of his actions, or an approval of action by the Prophet (peace be upon him).

Section 4 – Conformity to Islam

All acts of the Center shall be in conformity with Islamic Jurisprudence and in line with Ahl al-Sunnah wa al-Jama’at (in the example of the Prophet (peace be upon him) and his successors), as appropriately applied to the context/locale in which we live. The basic sources of this are the Quran and the Sunnah. In the case of difference of opinion, not clearly stated in Quran and Sunnah, the Center shall obtain the opinion of a council of Islamic scholars (as prescribed below).

Section 5 – Shura

Shura refers to the concept of making decisions in consultation with members of the community – in this instance represented by the Executive Committee. The Association shall practice Shura in all its matters in the broadest forum possible.

 

ARTICLE IV

MEMBERSHIP

Section 1 – Categories of Members

The Association shall have two categories of members, which are designated as follows:

  1. Regular Members: All Muslims who reside in Central Pennsylvania either on a permanent or temporary basis and are in full agreement with the purpose of the Center shall be eligible to become regular members.
  2. Voting Members: Every regular member of the Association who is eighteen (18) years of age or older, completes a registration form, and pays the membership dues for six months shall become a Voting Member of the Center. The voting members should meet the criteria of the objective of the Center. The voting members should be from the locality of Central PA, in good standing for six months. For families who pay the family dues, each spouse is allocated a vote. An electronic database of these members will be kept by the Secretary of the Executive Committee, available to all Voting Members upon request. In cases of conflict, the Board of Trustees will have final authority over voting membership.

Section 2 – Voting Rights

Only voting members shall have the voting rights. Each voting member shall be entitled to only one vote. A member whose dues are in arrears loses the right to vote as long as he/she is in such arrears. New members shall not have voting rights until 180 days have elapsed since their joining and payment of dues.

Section 3 – Dues

Any changes to the membership dues must be approved by the Executive Committee.

 

ARTICLE V

GENERAL ASSEMBLY

The General Assembly shall consist of all voting members. Non-voting members can attend and participate in the meetings but do not have the right to vote.

Section 1 – General Powers and Responsibilities

Subject to the provisions of these Bylaws, the affairs of the Center shall be managed by its Executive Committee, which is elected by the General Assembly. The elected Executive Committee shall be responsible to the General Assembly but act in accordance with these bylaws. The elected Executive Committee shall have no power to buy, sell, exchange, mortgage, lease, pledge, transfer or dispose of, in any manner, any property of the Center without a specific vote of the General Assembly authorizing such action and with the consent of the Trustees.

Responsibilities of the General Assembly members shall include:

  • To safeguard the ideological integrity of the Center.
  • To provide policy guidelines for the programs and activities.
  • To participate in the running of the day-to-day operations of the Center.
  • To guide overall objectives of the Center.
  • The General Assembly shall have the power to remove any Executive Committee office holder for gross misconduct or deliberate violation of the Bylaws, or whenever the best interest of the Center warrants it. To ensure a majority weigh in on removal, a three-fourths (3/4th) majority vote of the General Assembly, where quorum (3/4th of members) is present, shall be required to adopt a “No Confidence Motion” to remove any officer.

Section 2 – Annual Meeting

An annual meeting of the General Assembly shall be held for the purpose of acting on the Executive Committee’s Annual Report, Financial Report, and prospectus of goals, challenges, and events for the upcoming year.

Section 3 – Election Meeting

The Executive Committee shall serve a term of two years. A regular meeting of the General Assembly members shall be held during election years for the purpose of electing the Executive Committee. This meeting should occur within two months of the completion of an Executive Committee’s term and may be concurrent with the Annual Meeting. The General Assembly shall elect the Executive Committee by voting for each individual member, but the actual position assignments (President, Vice-President, Secretary, Treasurer, and such other officers in accordance with the provisions of the Bylaws) shall be determined by the Executive Committee members at their first meeting. Those running for the Executive Committee should be nominated by two General Assembly voting members and be willing to serve. Nominations for election to the Executive Committee will be sent to voting members electronically no later than one month prior to the meeting. A voting member, if unable to be present, may elect another voting member as his/her proxy (see below). Once feasible from a technical stand point, those nominated shall be listed on the website and will be asked to submit a statement of goals. The elections shall be conducted in a fair and open manner without coercion. Any act of coercion will be met with an appropriate reprimand, including exclusion from voting rights for up to 4 years; in such a case, the Board of Trustees will act as the arbiter.

The election results shall be announced during the General Assembly meeting. To facilitate the transition, the existing committee shall continue to serve in its capacity until the incoming committee is functional, up to a period of 2 months. Until that time that the Center is fully functioning, the Board of Trustees will serve as the standing Executive Committee, after which the election process will take over. This time point will be determined by the Board of Trustees.

Section 4 – Special Meetings

Outside the annual meeting, the Assembly may be called for by a 2/3rd vote of the Executive Committee. Special meetings may also be called by a written petition signed by 51% of the General voting members. The Board of Trustees, with a 2/3rd vote, may also call for a special meeting.

Section 5 – Notice of Meeting

Electronic (email & posting on the web page) notice stating the place and time of any meeting of the General Assembly shall be posted not less than ten (10) days, nor more than thirty (30) days before the date. A minimum of ten (10) days’ notice shall be required for Annual Meetings. The purpose and agenda of the meeting shall be stated in the notice.

Section 6 – Quorum

With the exception of Special Meetings for removal of an Executive Committee officer, the General Assembly holding 51% of the voting members shall constitute a quorum. To ensure a quorum, members will be asked to RSVP no later than 7-days prior to the meeting. If it seems a quorum cannot be attained, the meeting shall be canceled until such date that a quorum can be met. If after three attempts a quorum is not achievable and there is significant outstanding business, in consultation with the Board of Trustees, the Executive Committee shall be empowered to carry out such business. If it is an election year and a quorum is not achievable, it will be left to the Board of Trustees to find a democratic and fair solution.

Section 7 – Proxies

At any meeting, a voting member may vote either in person or by proxy executed in writing by the member. No person shall vote on behalf of more than one person in addition to his/her vote. Only voting members can administer a proxy. Such proxies shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of execution unless otherwise provided by the proxy.

ARTICLE VI

EXECUTIVE COMMITTEE

Section 1 – General Powers and Responsibilities

Subject to the Provisions of these Bylaws, the affairs of the Center shall be managed by the Executive Committee, which shall be called the “Committee” hereafter, and will be responsible to the General Assembly.

The Committee shall take actual care of the properties, but shall have no power to buy, sell, exchange, mortgage, lease, pledge, transfer, or dispose of, in any manner, any real-estate property of the Center without specific vote of the General Assembly authorizing such action AND with permission of the Board of Trustees. The Committee shall obtain approval of the Board of Trustees for any investment or single expenditure in excess of $5,000.00. An expense account will be maintained for day-to-day operations and shall contain no more than $5,000.00; once this threshold is exceeded by more than or equal to $500.00, all excess is to be transferred to a separate account under the authority of the Board of Trustees. All checks above $500.00 from this expense account must be signed by both a Committee member and one designated Board Member.

Responsibilities of the Committee shall include but are not limited to:

  1. Safeguarding the ideological integrity of the Center.
  2. Providing policy guidelines and executing the programs and activities.
  3. Approving an annual budget.
  4. Assembling a prospective that at least covers the Committee’s term and in harmony with prior committees’ plans.   
  5. Ensuring permanency and continuity in operation and programs.
  6. Providing financial stability for the Center.
  7. Performing the overall objectives of the Center.
  8. In consultation with the Board, assigning the Imam.
  9. Assigning a spokesperson. The appointed spokesperson shall be the only person authorized to speak on behalf of Center. The term of the spokesperson shall be for a period of two years, does not need to be a person on the Committee itself, and must run concurrently with the term of the committee appointing the spokesperson.
  10. Assigning members for specific tasks and sub-committees. These persons should be from among the Voting Members, or where there is a financial hardship or under special circumstances a regular member may be assigned/requested to serve.

Section 2 – Structure of The Executive Committee

The Committee consists of nine elected members and the Imam. Each member of the Committee shall hold office until his/her successor has been elected. The Committee shall consist of the following Officers: 1) President (Ameer) of the Committee 2) Vice President 3) General Secretary 4) Treasurer 5) Religious Affairs Secretary 6) Information Technology Secretary 7) Education Affairs Secretary 8) Grounds & Building Secretary 9) Standing Member 10) Imam. To ensure representation, except in rare circumstances approved for by the Board of Trustees, at least two of these members shall be female.

Section 3 – Committee Member Qualifications

Qualifications of the Committee Members shall include: sound Islamic beliefs and practices, abstains from major Islamic violations; be a voting member of the Center for at least one year and in good standing within the Muslim community.

Section 4 – Regular Meetings

The Committee shall hold regular meetings at least once every two months, to approve programs, plans, budget and other business that may come before the committee.

Section 5 – Resignations

The Committee has the right to accept the resignation of any of its members. 1) Any officer who fails to attend three consecutive Committee meetings without a legitimate reason accepted by the Committee will be considered as resigned from his/her position. 2) Any officer who has relocated outside of central Pennsylvania to another locale should be advised to resign.

Section 6 – Vacancies

If there happens to be a vacancy on the Committee for any reason, it may be filled by two-thirds (2/3rd) vote of the Committee members. In case of more than four vacancies on the Committee during its two-year term, the Committee should be considered dissolved, and the General Assembly should be called in an emergency meeting to elect a new committee. Pending a new committee, the Board of Trustees shall assume day-to-day operations. If the President of the Executive Committee resigns, once back at full capacity, the Committee will decide amongst themselves how to reassign officer positions, in the interim the Vice President shall assume the responsibilities of the President.

Section 7 – Quorum and Manner of Acting

The quorum shall consist of a simple majority of the members of the Committee, which should include the President or his/her designee (the Vice President). Without the President or designee, any meeting of the Committee shall not be considered official. Minor decisions, as defined by the Committee and within the purview of defined duties, shall and should not require a meeting. All decisions of the Committee shall be carried by a simple majority vote, except for the cases otherwise stated in these Bylaws where a 2/3rd majority is needed (see above).

Section 8 – Responsibilities of the Officers

While each office has specific tasks as noted, each Committee member is expected to share equally in work and assist the other officers in their responsibilities.

  1. President: The President of the Committee shall be the principal officer, the spokesperson, and representative of the Center. The President of the Committee shall:
    1. Preside over the meetings of the Executive Committee and the General Assembly.
    2. Direct and coordinate all the activities of the Center.
    3. With the consensus of the Committee, appoint special and standing committees for various functions.
    4. Present the annual report to the General Assembly.
  2. The Vice President: 
    1. Assume the functions of the President during his/her absence, in the event of resignation or inability of the President of the Committee or when requested by the President.
    2. Assume any duties assigned by the Committee.
  3. The General Secretary:
    1. Handle and keep records of all official correspondence of the Center.
    2. Take minutes of all meetings of the Committee and the General Assembly.
    3. Coordinate and distribute information regarding membership and activities of the Center.
    4. Maintain up-to-date membership roster.
    5. Post a summary of the meetings once they have been approved. Meeting summaries shall not contain any sensitive information.
    6. Preserve all the minutes of the meetings using acceptable security, traceability, and archive practices.
    7. Preserve all official government authorizations/approvals, property deeds, tax exemptions, etc. documents.
  4. The Treasurer:
    1. Receive all dues, contributions, donations on behalf of the Center.
    2. Maintain up-to-date financial records for the Center and have it audited annually by a qualified accountant.
    3. Present regular financial reports to the Committee and the General Assembly. 
    4. Be responsible for the banking activities, day-to-day expenses of the Center, and be the cosigner with a Board of Trustee Member on its bank accounts. 
    5. Notify the Committee if the Center accounts fall below 6 months’ worth of operational expenses. 
    6. Transfer funds in excess of the $5000.00 limit, as defined above. 
    7. With the approval of the Committee, have the authority to institute minor contracts such as internet service, trash services, cleaning services, etc. Major contracts pertaining to construction, property insurance, deeds, expenditures in excess of $5000.00, and the opening of banking accounts shall be the sole purview of the Board of Trustees and is otherwise considered invalid.
  5. Religious Affairs Secretary:
    1. The Religious Affairs Secretary’s primary responsibilities will be to: 
      1. Organize inter-masjid cooperation with the Center.
      2. Along with the Education Affair Secretary, prepare a year-long religious education perspective for the general community.
      3. Coordinate Dawah activity within and outside the Muslim community.
      4. Be in charge, with the help of the treasurer, in collecting and distributing Zakat and other charity funds
  6. Education Affairs Secretary:
    1. The Education Affairs Secretary shall:
      1. Work with the Religious Affairs Secretary to coordinate religious education for the wider community.
      2. Coordinate weekend school activities for the youth.
      3. Arrange education activities for older teens and young adults.
  7. Information Technology (I.T.) Secretary:
    1. Maintain the Center’s website.
    2. Be responsible for maintenance of an email list.
    3. Maintenance of the Center’s various social media accounts.
    4. All postings and emails should be cleared, either specifically or in vested authority, by the Committee prior to posting.
  8. Grounds & Building Secretary:
    1. Maintain the Center grounds and buildings.
    2. Present plans and budgets needed for any expansion and remodeling of the property.
    3. Incorporate systems and procedures to ensure the security of the Center facility.
  9. Standing Member:
    1. To assist in all of the above and be prepared to take on another officer’s position in his/her absence or when requested.
  10. Imam:
    1. The Imam shall not occupy any other official position on the Executive Committee.

Section 9 – Functioning Committees

The Committee has the power of forming special committees for certain tasks, such as fund raising and planning.

Section 10 – Meeting by Telephone

Members of the Executive Committee or any committee designated thereby may participate in a meeting of such board or committees by means of a conference call. Participation by such means shall constitute attendance.

Section 11 – Management of the Center

Day to day management and decisions shall be vested in the Executive Committee, except otherwise provided by law or the articles of incorporation. The Board of Trustees, as defined below, shall not interfere in this. All land and properties shall be under the authority/ownership of the Board of Trustees with no individual benefit or profit. The Executive Committee will have no power to buy, sell, transfer, take bonds or loans on, or make major structural changes to the properties.

Section 12 – Action without a meeting

Any action required or permitted to be taken by the Executive Committee or a committee thereof may be taken without a meeting if specifically laid out within the purview of the committee’s powers and not specifically prohibited herein.

Section 13 – Minutes of the Meeting

  1. Retention of Minutes Meetings: The center shall maintain records of all the minutes of the meeting from the Executive Committee, General Assembly, Special General Assemblies, subcommittee meetings, and Town Hall meetings. The General Secretary shall maintain electronic copies of all minutes. To protect against compromise or loss, there should be backup of these electronic copies. After each election, the outgoing Secretary should pass along the prior minutes to be kept in archive. No outgoing administration should keep copies thereof and delete any they may have.
  2. Statutes of Limitations: Voting members of the Center may request access to the Minutes of the Meeting by making a formal written request to the General Secretary. The request shall be limited to a period not exceeding the last 24 months. The requestor shall 1) State the reason for the request 2) Shall sign a Non-Disclosure Agreement form and 3) Shall not make copies or distribute these minutes. The Secretary shall evaluate all such requests and consult with the Executive Committee, but in general no reasonable request is to be denied.

ARTICLE VII

BOARD OF TRUSTEES

As a safeguard against irreconcilable conflict or irreparable harm to the stated goals of the Center, there shall be a Board of Trustees. The original 9 members are laid out herein. If there is a vacancy on the Board, a committee from within the Board will be formed to search for and vet a replacement.  Once a candidate is settled upon, the vacancy will be filled via a majority vote of all Board members.

If the Board of Trustees finds the actions of a Board Member has violated Bylaws in act or conduct, then that Board member may be removed via a majority vote of all the remaining Board Members.

Unless clearly against the Bylaws, the Board shall not interfere with the Executive Committee’s duties or exert pressure on the Committee’s decision-making ability.  That said, the Board serves as the final authority over the Center affairs, and where deemed harmful to the Center, bears the right to veto any Committee or Assembly decisions.

ARTICLE VIII

RELIGIOUS ADVISORY COMMITTEE

The Board of Trustees will assemble a committee composed of respected, learned US-based scholars to serve as neutral arbiters of religious questions where there may be a difference of opinion. If there is a resident, qualified Imam – he will serve as a member and Ameer of this committee.

                                                                    

ARTICLE IX

IMAM

Section 1 – Definition and Responsibilities of the Imam

The Imam is the person who will be in charge of leading the five daily prayers in the Masjid and responsible for organizing the Juma (Friday) Prayer. Start of the Holy Months shall be according to the Fiqh Council of North America. He may designate someone else to lead the prayers. He shall consult with the Executive Committee for the scheduling and assigning of the Juma and Eid prayers’ Khateeb (the one who delivers the speech). He will maintain a leading role in defining the Educational activities as laid out above and deference by those officers should be given to the Imam.

The qualifications of the Imam shall be those which are determined by the Sunnah which include: 1) Righteousness and piety 2) Knowledge of the Islamic teachings 3) Memorization and good recitation ability of the Quran 4) Avoidance of all the major sins 5) Sound beliefs and practice of Islam

Section 2 – Imam Assignment

The Executive Committee may recommend a person for the position of the Imam to the Board for approval. His employment will be defined by the contract offered.

 

ARTICLE X

DISSOLUTION

Dissolution can only occur with the 3/4ths vote of the Board of Trustees. In the event of the liquidation or dissolution, after fulfillment of any debt obligations, all assets are to be transferred to a tax-exempt Muslim organization, under the tax laws of the United States. Such organization shall be determined by a majority of the members attending a General Assembly meeting called after dissolution proceedings have started.

 

ARTICLE XI

AMENDMENTS

These Bylaws may be amended by a 2/3rd vote of the Board of Trustees, in consultation with the General Assembly and Executive Committee. Proposed changes shall be posted in some electronic form and a comment period will be allowed for.

                                                  

ARTICLE XII

RULES OF ORDER

All meetings shall be conducted in observance of the Islamic etiquettes, and all debates shall be carried out in such a manner.

 

ARTICLE XIII

MISCELLANEOUS

Section 1 – Deposits

All funds of the Association shall be deposited to the credit of the Center in one or more banks, trust companies, or other depositories the Board of Trustees may from time to time designate, upon such terms and conditions as shall be fixed by the Board of Trustees. The Board of Trustees may, as it deems necessary, authorize the opening and keeping with such depository as it may designate, of general and special bank accounts and may make such special rules and regulations with respect thereto, consistent with the provisions of the Bylaws. Zakat and sadaqat funds should be maintained in a separate account.

Section 2 – Gifts

The Executive Committee may accept on behalf of the Center any contribution, gift, bequest, or devise consistent with the general purposes or specific purposes of the Center.