BYLAWs OF WEST CLEVELAND MUSLIM ASSOCIATION  WCMA

 

ARTICLE I

PRINCIPAL OFFICE AND REGISTERED AGENT

Section 1.01 WCMA and Principal Offices.

The name of the corporation shall be West Cleveland Muslim Association (hereinafter referred to as “WCMA”), a non-profit religious corporation incorporated under the laws of the State of Ohio, and its temporary principal offices shall be located at the WCMA 1255 Columbia Road, Westlake, Ohio 44145 in the State of Ohio.

Section 1.02 Other Offices.

WCMA may have such other office or offices, at such suitable place or places within the State of Ohio as may be designated from time to time by the Board members of WCMA.

Section 1.03 Registered Agent.

WCMA shall have and continuously maintain a registered office in the State of Ohio (which may be identical with the principal offices) and the Board members of WCMA shall appoint and continuously maintain in service a registered agent in the State of Ohio, who shall be an individual resident of the State of Ohio or a corporation registered in Ohio, whether for profit or non-profit.

 

ARTICLE II

PURPOSES

WCMA was formed to represent the needs of a large, diverse, and growing Muslim

population in the Northern Ohio area. Though comprised of a number of cultures, ethnicities, and nationalities, the community shares a common belief rooted in the Islamic faith which recognizes the oneness of God (Allah), a belief in the Prophets (peace be upon them) sent to help guide humanity, including the Prophet Muhammad (peace be upon him) who is the last prophet, as well as the teachings described in the faith’s holy book and recorded observations, the Qur’an and Sunnah, respectively. WCMA Masjid primarily identifies itself with Sunni fiqh; and welcomes Muslims of all fiqh to participate in its activities. As an American organization founded in the spirit of representation, WCMA seeks to serve the needs of its constituents while supporting and positively contributing to the experience and character of the United States. Specifically, the organization will seek to achieve the following goals:

1. To promote positive and meaningful relationships among Muslim communities and other communities of faith and society atlarge;
2. To undertake and engage in any and all other religious, charitable, educational and culturalactivities;
3. To promote community life in an Islamic manner that will endeavor to integrate the best of American tradition, and the variety of ethnic traditions that our immigrant

communities have brought;

1. d) To nurture a comfortable and spiritually uplifting environment where Muslims from all ethnic and socio-economic backgrounds can experience Islam; and
2. e) To arrange and hold all Islamic

The foregoing enumeration of the purposes of WCMA is made in furtherance, and not in limitation, of the powers conferred upon WCMA by law and is not intended, by the mention of any particular purpose, in any manner to limit or restrict any of the powers of WCMA, other than as provided below. WCMA is formed upon the articles, conditions and provisions relative to nonprofit corporations, which are contained in the general laws of the State of Ohio. WCMA is intended to be a “mosque” under the guidelines of the Internal Revenue Service (“IRS”) and shall be operated exclusively for religious, educational and charitable purposes within the meaning of Sections 170(c)(2)(B), 501(c)(3), 2055(A)(2), 2106 or 2522(a)(2) of the Internal Revenue Code. No part of the net earnings or assets of WCMA shall inure to the benefit of, or be distributable to the Board Members, Officers, other private individuals, or organizations organized and operating for profit (except that WCMA shall be authorized and empowered to pay reasonable compensation for or make payments and distributions in furtherance of the purposes as hereinabove stated).

No substantial part of the activities of WCMA shall be the undertaking of propaganda or otherwise attempting to influence legislation, and WCMA shall be empowered to make the election authorized under Section 501(h) of the Internal Revenue Code. WCMA shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Notwithstanding any other provisions herein, WCMA shall not carry on any activities that the following types of organizations are not permitted to carry on: (a) organizations exempt from federal income tax under Section 501(a) of the Internal Revenue Code as an organization described in Section 501(c) of such Code, and/or (b) organizations, contributions to which are deductible under Sections 170(c)(2), 2055(A)(2), 2106 or 2522(a)(2) of the Internal Revenue Code.

 

ARTICLE III

GENERAL STRUCTURE AND MEMBERSHIP

Section 3.01 General Structure.

WCMA shall be governed by Board members (referred to herein as “The Board” or “Board”), which shall have general authority to supervise, manage and control WCMA in order to further the purposes of WCMA as set forth in Article II. WCMA shall be managed on a day- to-day basis through the WCMA Board.

Section 3.02 Membership.

WCMA shall be a religious organization with a formal membership that has voting rights.

Section 3.03 Membership Qualifications.

To be a Member of the Organization (a “Member”), an individual must:

1. be a practicingMuslim;
2. be eighteen (18) years of age orolder;
3. agree with the purpose of WCMA as outlined in Article II of theseBylaws;
4. have been accepted as a member in accordance with the approved rules of the organization;
5. reside within sixty (60) miles of the WCMAcenter;
6. be current in payment of dues
7. be otherwise in good standing with the organization, such good standing to be determined in the sole discretion of the WCMA Board or the Elections Commission (if the person is running for a Board position)
8. “Reside” for the purposes of this Section shall mean that the person has a physical home address where he/she has lived at least 181 days at that address, within the last 360-day calendar year.

Section 3.04 Membership Dues.

Membership dues shall be 100 USD monthly (1,200 USD annually) for the couple. This amount may be increased on an annual basis, and any such increase must be memorialized via Resolution passed by the Board. Individual     membership shall be 100 USD monthly (1200 USD yearly). If a youth 20-24 years of age wants to be an active member, he/she will pay 50 USD monthly (600 USD yearly). Non-voting member fees are 25 USD monthly (300 USD yearly).

Section 3.05 Rights and Privileges.

A Member is in good standing if he or she meets the criteria set forth in the Membership Qualifications Section of these Bylaws, as determined by the WCMA Board or the Elections Commission (if the person is running for a Board position). All Members shall receive certain benefits to be determined annually by the WCMA Board Members in good standing may attend and participate in General Assembly meetings.

Section 3.06 General Assembly Meetings.

General Assembly meetings are formal meetings that are open to all paying Members, and that shall be held at least twice a year. All Members shall be provided at least thirty (30) days advance notice of a General Assembly meeting, and such notice shall contain an agenda of items to be considered during the General Assembly meeting.
An emergency General Assembly meeting may be called by the Board with less than thirty (30) day notice to the Members.

Section 3.07 Voting Members.

Any family who, within one calendar year prior to the year in which a Membership Elected Board members election occurs, has paid their membership fee a cumulative amount of one thousand two hundred dollars (1,200 USD) to WCMA shall be given voting privileges (1 vote). If a husband and wife want to vote, both should have paid a membership fee of two individuals which is 2400 USD a year (1200 USD each, for husband and wife). However, if a couple/family pay 2.400 USD or more/year, this payment will not give any voting privileges to any children (18 years old and above) of that family.

If a Youth member (20-24 years of age) wants to vote, he/she needs to be an active member and within one calendar year prior to the year in which a Membership Elected Board members election occurs, has paid their membership fee a cumulative amount 600 USD yearly or more to WCMA shall be given voting privileges (1 vote). Individual members who paid their membership dues of 1200 USD a year shall be given 1 vote.

For purposes of voting privileges, any member or family that pays 1,200 USD or more for an individual or 2,400 USD or more, for a couple/family, as part of donation at a WCMA Fundraiser, will be considered to satisfy the requirements for obtaining voting privileges.

Section 3.08 Voting Petitions.

Members who are unable to donate the requisite amount to become Voting Members may petition the WCMA Board/Elections Commission to obtain a vote for a Membership Elected Board member election. The petition, to be reviewed and decided upon by the WCMA Board/Elections Commission, shall be based solely upon outstanding contribution made to the WCMA. The Elections Commission, after consulting with the WCMA Board and/or relevant committees shall grant and provide voting rights to no more than ten (10) petitioning Members for that election cycle, and the petitions granted shall not exceed more than five percent (5%) of the total number of Voting Members eligible to vote in any given election. Furthermore, these Members will not be permitted to compete in the election for a Board position.

Section 3.09 Voting Matters Pertaining to that of the General Assembly

Voting Members shall be eligible to vote on matters, as listed below in Section 3.09. Each Voting Member shall be entitled to one (1) vote. The following matters shall be submitted to the Voting Members to vote upon, and for any decision of the Voting Members to be valid, action by the Voting Members shall be ratified based upon a majority vote:

1. Membership Elected Board memberelections;
2. WCMA expenditures greater than one hundred thousand dollars ($100,000) other than loanrepayment;
3. Sale or conveyance of WCMA assets greater than one hundred thousand dollars ($100,000);
4. Taking any loan in an amount greater than one hundred thousand dollars ($100,000);and
5. Any other matter wherein the Board votes to seek direction from the General Assembly.
6. In case a majority vote cannot be reached by the members attending the General Assembly meeting, the Board may unanimously agree that the decision will be removed from the Voting Members and be decided upon by the Board in order to ensure that the necessary and regular business of WCMA continues without

Section 3.10 Election of Board Members.

• The Board Members should be elected as follows: All eligible candidates shall be placed on the ballot to be distributed in a manner determined by the Election Commission every two (2) years. Each eligible WCMA voting Member of the General Assembly shall be permitted to cast the same number of votes as the number of Board Seats up for election, either four (4) or five (5). The four (4) or five (5) (election cycle dependent) candidates receiving the highest number of votes shall fill the Board Seats, subject to Section 4.04. If the Board Composition is not in compliance with Section 4.04 following the vote tally, the elected candidate(s) with the lowest number of votes from the disqualified category shall be replaced by the unelected candidate(s) with the highest number of votes from the category in which a seat is reserved under Section 4.04.
• Election will be held on May 1^st of the year, for the then election cycle.
• If the election has to be postponed for any valid reason, the Board must communicate this reason to the members either via holding an emergency general assembly meeting or via email.
• In case of postponement of elections, the then current Board will continue to function in its full capacity, until the election is held and the new Board takes charge.

ARTICLE IV

BOARD MEMBERS

Section 4.01 Power of Board Members.

The duties and powers of the Board members of WCMA (hereinafter referred to as “Board”)

shall be the following:

1. To manage, supervise and control the business, property and affairs of WCMA in order to further the purposes set forth in Article II, and to set forth the vision and long-term planning of WCMA/WCMAcenter;
2. To elect from among the attendees and supporters of WCMA, members of the board and officers to carry out the purposes of WCMA as set forth in Article II and other determinations of the Boardmembers;
3. To approve or disapprove any financial transactions relating to WCMA’s real estate and other assets. No sale, assignment, transfer, or any other action involving the disposition of WCMA’s real estate can be authorized without a vote from the Boardmembers;
4. To hire and fire or otherwise replace employees, including the Imam of WCMA and independent contractors of WCMA, and to appoint agents ofWCMA;
5. To determine the policies of WCMA and execute its purposes, to appoint and renumerate agents and employees (including the power to delegate some of this authority toothers);
6. To review, amend or approve the annual budget proposed by the WCMA Board andcommittees;
7. To approve financial transactions and disbursement of WCMA funds subject to Voting Member approval for transactions greater than one hundred thousand dollars ($100,000) (including borrowing, lending and investing for and on behalf of WCMA);
8. To adopt rules and regulations for the conduct of its business, and to delegate the responsibility and authority as shall be deemed advisable, insofar as such delegation of authority is not inconsistent with the Articles of Incorporation of WCMA or these Bylaws (in their present form or as they may be amended) or to any applicablelaw;
9. To provide guidance for the execution and development of long-range plans for WCMA
10. To adopt rules and regulations for the WCMA center in accordance with Islamic principles.
11. To investigate any disciplinary issues or violations of WCMA Code of Conduct and take punitive action(s), as deemed fit as a result of the investigation.

Section 4.02 Number of Board Members.

     The number of WCMA board members shall be nine (9).

Section 4.03 Board Members Qualifications.

To be eligible for election as a Board member, a person must:

1. be a practicingMuslim
2. be 25 years of years ofage or above, for all adult members
3. be at least 20-24 years of age if applying as youth member
4. reside within thirty (30) miles of the WCMAcenter;
5. be a citizen or legal permanent resident of the United States ofAmerica;
6. have demonstrated commitment to the WCMA center through volunteerism or through monetary contribution
7. be a Member of WCMA for at least two (2)consecutive years.
8. Should have four years of a college degree or a nationally recognized equivalent or experience instead of a college degree, as deemed fit by the WCMA board. An associate degree can be considered fit by the WCMA Board, and a non-college degree can be considered and deemed fit by the WCMA Board and the election committee.
9. If a youth member is applying as a general candidate, and they are enrolled in an associate degree or college degree program, then they can be considered eligible to participate as a contestant in that election cycle.
10. Preferably, have prior experience of serving in a leadership position or on a Board.
11. “Reside” for the purpose address where he/she has lived at least 181 days at that address, within the last 360-day calendar year.

 

Section 4.04 Board Composition.

The Board composition is based on the percentage of the active members. No single community from a specific area or country will be more than 33%of the board.

The composition of the Board must meet the following criteria:

• Six (6) adult male members, at the minimum
• Two (2) adult female members, at the maximum
• Going forward from Election Cycle 2026, a youth member can apply for a Board position as a general candidate, provided they meet the criteria is section 4.04.
• If a youth member wins in the general election, then he or she will be considered a full member, with full voting rights as a Board Member.
• A maximum of 3 youth members can apply in any given election cycle.
• If a youth member does not win in the general election, then the 9^th seat will be awarded to the next adult male contestant with the greatest number of votes, in that election cycle.
• If a youth member who wins in the general election is female, then the criteria for two (2) female seats will be considered as met and the 9^th seat will be awarded to the next adult male contestant with the greatest number of votes, in that election cycle.
• If a youth member does not win in the general election, then the youth member with the most votes out of of the three contesting youth members, can be selected by the then Elected Board, as an honorary Board member
• If a youth member comes on the Board as an honorary Board member, he or she will have to sign and abide by the Non-Disclosure Agreement, will be able to attend all Board meetings, but will not have any voting rights as it pertains to any matters of the WCMA Board.
• At least 2/3^rd of the Board, should satisfy the criteria laid forth in Section 4.04 (g).

If unable to meet such composition, the composition may only be altered minimally by a unanimous (100%) vote of the then current Board, said vote including those Board members leaving the Board in that particular election cycle. However, the Board shall at all times endeavor to adhere to the composition set forth herein, and shall not deviate from this composition unless circumstances render deviation absolutely necessary.

It is further recommended, although not mandatory, that the Board and its Members include the following professionals on the Board:

1. an individual who has attained certification as a publicaccountant;
2. an individual who is a professional engineer and is certified in Ohio to work as a professionalengineer;
3. an individual who is a licensed attorney in the State ofOhio

Section 4.05 Categories and Election/Appointment of Board members.

The Board shall consist of nine (9) elected members.

1. All adult Board members should be at least 25 years of age and
2. If a youth member comes on the Board (whether as an elected or honorary member), they should be at least 20-24 years of age. (See Section 4.04)
3. Women can be in the officerposition; except as President, as the President may have to assume the role of the interim Imam of WCMA (See Section 4.09, sub-section-h)
4. Staggering board change. In order to promote overlap of experienced Board members with new Board members, the principle of staggering must always be adhered to. See Section 4.07 D
5. WCMA Board members cannot hold elected office or board positions with any other Islamic organization in the Cleveland area, while holding office as WCMA board member.
6. Any Member of WCMA who is actively or within immediate past 1-year, been conducting business with WCMA, will not be permitted to compete in the election for a Board position, for that Election Cycle, to avoid conflict of interest.
7. Family members or spouses cannot be on the Board, simultaneously, to avoid conflict of interest.
8. Family members or spouses cannot be on the Board and Election Commission, simultaneously, to avoid conflict of interest.

Section 4.06 Term of Board members.

All the Board officers shall serve a four (4) year term. A board member may not serve on the Board again for at least two (2) years after the expiration of his or her term, and a board member may not serve on the Board in his or her lifetime for more than eight (8) years in

total (what should be the equivalent of two (2) full terms).

Section 4.07 Vacancies.

Any vacancy on the Board shall be filled according to the following procedure:

1. The highest vote-receiving runner-up not elected in the most recent prior election (the “Runner-Up”) shall be granted the vacant Board Seat if the following conditions are met:
   • The Runner-Up agrees to accept the vacant Board seat within fourteen (14) days of being offered the Board Seat in writing.
   • The Runner-Up has received the requisite number of votes to fill the vacancy, determined as follows:
   • The total number of votes received by the elected Board Member receiving the least number of votes in the most recent prior election shall be determined.
   • If the Runner-Up received at least seven (7) votes for every ten (10) votes determined in the prior Subsection 4.07 (A)(2)(i), the Runner-Up shall be entitled to fill the vacant position.
2. If the Runner-Up does not qualify under Subsection A of this Section 4.07, the vacancy shall be filled by the candidate receiving the highest number of votes in an election by voting Members of the General Assembly according to standard election procedures, which shall take place within sixty (60) days following the written notice of the vacancy provided by a resigning Board Member or the official removal of a removed Board Member.
3. In order to promote staggering, any in-coming Board member who is filling a vacancy must complete 4-year term. If the 4-year term of the in-coming Board member is to be completed in an off-election cycle year, then a special by-election should be held for that seat, at the completion of the 4-year term.
4. If a vacancy is being filled at the 2-year mark of the term of the departing Board member, then the in-coming Board member will complete the remainder 2 years, and will have to step-down for 2 years before being eligible to run in the Election.
5. If the vacancy is being filled at less than 2-year mark of the term of the departing Board member, then the in-coming Board member will complete that term, and can be eligible to run in the immediate next election.
6. In order to satisfy the Board Composition as outlined in Section 4.04, the new vacancy has to be filled from the same community from which the vacancy was created.

Section 4.08 Elections Commission.

An Elections Commission shall be established by the Board. The Elections Commission shall be charged with determining Voting Member eligibility based upon the requirements set forth herein. The Elections Commission shall further determine if restrictions for candidacy must be placed on Elected Board Member elections due to the mandatory nature of the diversity that must be achieved under the Board composition requirements set forth in Section 4.04. The Elections Commission shall also be responsible for administering Elected Board Member elections, counting votes, and ensuring that procedures are established to ensure that the elections process is fair and equitable.

The Elections Commission shall consist of six (6) individuals, 3 from each group Arab and Non-Arab. The Elections commission will nominate among them a chairperson for this commission. Furthermore, no member of the Board shall serve on the Elections Commission.

Section 4.09 Designation and Duties of Officers of the Board & Members-at-Large.

4. As mentioned above in 4.05, the Board will elect among them a President, a Vice- President, a Secretary, and a Treasurer. These Officers of the Board will also be designated as the Executive Council. In the event that an Officer cannot serve his/her full term, the Board shall elect a successor from the remainder of the Board members. The duties of each officer are describedherein:
5. President. The President shall manage and have general supervision, administration and direction over the Board. The President shall preside over Board meetings and shall have such further duties as may be assigned to him/her by the
6. Vice-President. The Vice-President shall act as the President in the in the absence of the President. The Vice-President shall have such further duties as may be assigned to him/her by the
7. The Secretary shall keep the minutes of all proceedings of the Board and make a proper record of same, which shall be attested to by him/her. The Secretary shall also arrange for meetings of the Board, and shall have such further duties as may be assigned to him/her by theBoard.
8. The Treasurer shall have custody of those funds of WCMA which may come into his/her hands, and shall do with the same as may be ordered by the Board. When necessary or proper, he/she may endorse on behalf of WCMA, for collection, checks, notes and other obligations. He/she shall deposit the funds of WCMA to its credit in such hands and depositories as the Board may, from time to time, designate. The Treasurer shall also have such further duties as may be assigned to him/her by theBoard.
9. Members-at-Large. The five additional members will be designated as Members-at-Large. Their duties and responsibilities will not be fixed and can vary according to the needs of WCMA and/or directives by the President and/or Vice-President.. Furthermore, these members can be asked to act as committee liaison or assigned various tasks, by the President or Vice-President and shall be expected to carry out and complete these tasks to a reasonable extent and within a reasonable timeframe as deemed appropriate by the President or Vice-President.
10. As outlined in Section 4.17 (c), regardless of how the President and Vice-President vote on a matter, the signing-off authority on any matter ultimately lies with the President or the Vice-President (in the absence of the President).
11. The President or Vice-President may have to assume the role of interim Imam of WCMA, in case of un-planned/un-scheduled or prolonged absence of the Imam.

 

Section 4.10 Removal of Board Members.

Any Board member may be removed immediately from the office by seventy-five (75%) votes of the Board, with cause for: (i) Violation of these Bylaws; (ii) Violation of the Board’s Code of Conduct; (iii) Disclosure of any Board business, financial and voting matters, or communications and/or documents for the same, to any individual outside of the Board. This also pertains to disclosures to spouses or family members of the Board members (iv) Failing to attend five (5) meetings of the Board/calendar year without prior written (email or text) notification of at least 48-72 hours, for legitimate reasons (planned or emergency leave, physically unable due to health conditions or work) (See Section 4.16); (v) Involvement in an immoral/sexual conduct or reasonable suspicion of the same; (vi)  financial mis-conduct or suspicion for the same, whether this relates to WCMA finances or otherwise; (vii) any act that results in involvement of the individual with law enforcement/justice system, including but not limited to investigation, warrants, arrest, charges; (viii) Violating his/her duty of care or duty of loyalty, as laid forth in Section 4.09 and as those terms are defined under Ohio law. (ix) Considered to be disruptive to the smooth functioning of the Board, after two (2) written warnings by the President. The Board member being considered for removal shall not have a vote in his/her removal.

Such removal may occur only if the Board member involved is first provided with adequate notice of the reasons for his/her removal in the form of a statement of such charges provided by the Board. The Board member subject to removal shall have the right to respond to these reasons for removal in a emergency Board meeting prior to any vote on removal. Each member of the Board shall review any such response independently prior to voting on the removal of the Board member. The Board Member whose removal is being considered or processed by the Board, shall not be allowed to attend any meetings of The Board or participate in any Board matters, during the investigation period.

Section 4.11 Resignations.

Any Board member may resign at any time by giving written notice to the President of the Board, or in his/her absence, to the Vice President of the Board, in accordance with the Board’s Code of Conduct. Such resignation shall take effect at the time specified therein, or, if no time is specified, immediately upon receipt of the resigning Board member’s notice. If the resigning Board member wants to return, within thirty (30) days, the Board may vote him back by a vote of seventy-five percent (75%) approval by the Board.

Section 4.12 Regular Meetings.

A Regular Meeting of the Board shall be held in-person at least every month, at such time, day and place as shall be designated by the General Secretary of the Board. A board member who attends less than five (5) board meetings in a calendar year is subject to removal from the board. The board member will be warned beforehand of delinquent attendance if it reaches less than 70 % of the meetings.

Section 4.13 Special Meetings.

Special Meetings of the Board may be called at the direction of the President or by one third (1/3) of the Board members then in office, to be held at such time, day and place as shall be designated in the notice of the meeting.

Section 4.14 Notice.

Notice of the time, day and place of Regular Meetings of the Board shall be delivered at least two (2) weeks prior thereto by notice sent by telephone, fax, messaging application or email to each Board member. Notice for Special Meetings shall be given at least two (2) days prior thereto by telephone, fax, messaging application or email. If notice is given by email, messaging application or fax, such notice shall be deemed to be delivered when such notice is delivered to the recipient.

With respect to any Special Meeting or any Regular Meeting in which a removal action of a Board member is on the agenda, the purpose or purposes for which such a meeting is called shall be stated clearly in the notice.

Board members may waive notice of any meeting. The attendance of a Board member at any meeting shall constitute a waiver of notice of such meeting, except where a Board 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.

Section 4.15 Quorum for Holding Board Meeting

7 out of 9 (7/9), of the Board members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a quorum of Board members is present at a meeting, a majority of the Board members present may adjourn the meeting, and a second meeting should be scheduled within 1 week, and quorum for the second meeting can be reduced to 6 out of 9 (6/9), but only for that month. The officers and the executive members to always meet together as one board meeting headed by the President or Vice-President, in the absence of the President.

Section 4.16 Manner of Acting as Pertaining to Voting within Board

(i) Each Board member shall have one vote, except for a youth member who has been selected as an honorary member; as he/she will not have any voting rights in any matters of the Board (See section 4.04)

(ii)The President shall have the right to Veto.

(iii)The Vice- President will have one vote, except in situation(s) of a tie-breaker. In that case, Vice-President will have 2 votes in -order to break the tie.

(iv)As it pertains to voting on general matters, the act of 6 out of 9 (6/9).

of all members of the Board shall be the act of the Board.

(v)As it pertains to voting to change the By-laws, the act of 7 out of 9 (7/9) of all members of the Board shall be the act of the Board.

(vi)As it pertains to Vetoing the President, the act of 6 out of 8 (6/8) of all members of the Board shall be the act of the Board.

Board members must be physically present in order to count towards the quorum requirement. A Board member may participate in a meeting telephonically or electronically and shall count towards quorum only in the event that the Board member is either: i) out of state temporarily and cannot otherwise physically attend; or ii) if exigent circumstances exist that prohibit the Board member from physically partaking in the meeting. No decisions may be taken by the Board via electronic mail unless all of the officers of the Board agree that the matter is an emergency requiring action via electronic mail. Voting by proxy shall not be permitted, except in only one circumstance, that 6/9 of the required vote is not achieved, in which case voting by proxy is acceptable. Voting on a social media platform should not be allowed, unless is deemed appropriate by President or Vice President.

The Board may adopt rules and regulations for the conduct of its business in accordance with these Bylaws.

Section 4.17 Manner of Acting as Pertaining to Conduct of Meetings and Execution of Matters

1. A Board meeting can only be presided by either the President or Vice-President (in case of absence of the President).
2. In the case of absence of both President and Vice-President, the Board meeting should be postponed to a date and time when President and/or Vice-President become available.
3. Regardless of how the President and Vice-President vote on a matter, the signing-off authority on any matter ultimately lies with the President or the Vice-President (in the absence of the President).

Section 4.18 Compensation.

Board members shall not receive compensation for their services as members of the Board, but the Board may authorize payment by WCMA for proven out of pocket expenses, with proof of the same, incurred by Board members for their services as Board members of WCMA.

 

ARTICLE V

DEPARTMENTS / COMMITTEES

Section 5.01 Departments and Committees.

The Board shall oversee certain Departments to handle day-to-day operations at the WCMA. Committees shall serve under Departments to assist Departments in these operations, and shall be established pursuant to the Board Standard Operating Procedures. Departments and Committees shall perform functions and activities only with the knowledge of the Board and its executive members. Departments shall have a leadership of no less than three (3) individuals per Department. WCMA Board has overall authority over the formation or dissolution, functioning, finances, and activities of all the committees.

Section 5.02 Duties and Responsibilities of the Departments.

The duties and responsibilities of each Department is as described in the Boards Standard Operating Procedures; however, the Board shall approve a charter describing the purposes of each Department. Each Department leader shall propose amendments or revisions to the Department charter from time to time, if necessary, for approval by the Board.

Committees shall have executionary authority, only to the extent necessary to carry out their activities. The committees’ heads can be asked by the WCMA Board, from time to time, to present their respective committee activities, progress, and finances.

Committee leaders cannot take punitive actions against any community member under any circumstances, as this falls under the Board’s responsibility.

Section 5.03   Board Members Participation in Departments/Committees.

Executive members of the WCMA Board must participate in at least two (2) Department/Committees.

Section 5.04 Advisory Council

The Advisory Council’s overall purpose is to collaborate with the WCMA Board to ensure smooth function of WCMA, both in its mission and operations.

1. a) Formation & Composition:

• The Advisory Council will be formed by process of nomination and internal voting (if required), by the WCMA Board Officers/Executive Council plus 1 WCMA Board Member-at-large
• The Advisory Council will consist of six (6) members, with no more than three (3) members from a single community.
• The Advisory Council should have at least:
• One (1) member from the Founders of WCMA
• One (1) member who is Past President WCMA
• One (1) member from By-Laws Committee
• The term of the Advisory Council will be six (6) years
• The Advisory Council will select amongst themselves,

a chairperson, on a rotatory basis, every 2 years

• The Advisory Council members:

– must be well-respected members of the society and in good standing

– must be members of WCMA masjid

– can be former WCMA office-bearers or board members

– cannot hold a simultaneous position on the WCMA Board

1. b) Functions:

(i)Will function in an advisory capacity to the WCMA Board in regards to:

– long-term and strategic planning for WCMA

– any matter(s) of internal voting, as requested by the WCMA Board

– any matter(s) in which the WCMA Board seeks advice or direction

–  arbitration, in case of disagreement between WCMA Board members

(ii)  The Advisory Council should meet with the WCMA Board twice in a calendar year

(iii) The Advisory Council can ask to meet with the WCMA Board or vice versa the WCMA Board can ask the Advisory Council to meet with them at any time, other than the scheduled meetings, at a date suitable to both parties, to discuss matter(s) of importance

(iv) Will not have any executive power or authority over the WCMA Board or its functions except conditions in Section 5.04 (v)

(v)The Advisory Council can function as interim Board, until the issue/dispute is resolved and/or for a maximum of 3 months, after the Advisory Council has met with the Board for two (2) meetings within 30 days and it is determined that the WCMA Board is/has:

-Become dysfunctional, to the extent that day-to-day operations of WCMA are not being properly carried out

– Failing to address or resolve major internal disputes

– Failing to implement WCMA’s Islamic mission of unity, tolerance, inclusion, moderation and the teachings according to The Quran, the Sunnah of the Prophet Muhammad (PBUH) and his companions

-Potentially placing WCMA in violation with the I.R.S. or Federal Rules/Regulations

 

ARTICLE VI

AGENTS AND EMPLOYEES

 

Section 6.01 Agents and Employees.

Only the WCMA Board may hire and fire employees and independent contractors of WCMA, or appoint agents of WCMA. The employees or agents are required to abide by any policies or guidelines adopted by the Board, and shall follow the instructions of the Board for day-to-day operations. In no circumstances shall any paid employee or agent assume or exercise the power and authority vested in the Board. The Board may remove any agent or employee at any time with or without any cause, pursuant to the terms of any contract entered into between WCMA and the employee or agent.

Section 6.02 Compensation of Agents and Employees.

WCMA may pay compensation in reasonable amounts to the employees and agents for services rendered, in amounts to be fixed by the Board.

 

ARTICLE VII

ARBITRATION FOR DISPUTES

In the event that a dispute occurs within the organizational structure of WCMA  as  to

decision-making within the institution, and that dispute occurs within a Committee, that dispute shall be referred for resolution to the WCMA Board or the Department that oversees the Committee. In the event that the dispute occurs within a Department, the dispute shall be referred for resolution to the Board.

In the event of a dispute relating to religious matters among any of the Board members, members of the departments/committees, employees, or agents of WCMA, such dispute shall be referred to the Fiqh Council of North America for resolution.

In the event that a dispute occurs not related to religious matters that cannot be resolved by reference to these Bylaws, such persons involved in the dispute shall appoint a mutually

agreeable arbitrator to arbitrate the matter among the parties. In the event the parties are not able to agree on an arbitrator, each party shall designate one (1) independent third party and these third-party individuals shall agree upon an arbitrator. Such arbitrator’s determination shall be final and binding upon the parties and may be enforced by any court having jurisdiction thereof. The cost of the arbitrator shall be paid equally by the parties involved in the arbitration, or by WCMA, as may be determined by the Board members.

 

ARTICLE VIII

MISCELLANEOUS

 

Section 8.01 Fiscal Year.

The fiscal year of WCMA shall be January 1^st to December 31^st of each calendar year.

Section 8.02    Checks, Notes and Contracts.

The Board members shall authorize, from time to time, appropriate Board members, committee members, or WCMA Members to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments in accordance with WCMA’s Financial Policies and Procedures.

Section 8.03 Books and Records.

All the books and records of WCMA shall be kept at its principal offices in the State of Ohio or at any other place in the State of Ohio as may be designated by the Board, including: (1) correct and complete books and records of financial accounts, (2) minutes of the proceedings of the meetings of the Board, and (3) an updated record of the names and addresses of the Membership of WCMA.

Section 8.04 Audit.

The Board, on an annual basis, shall commission the performance of a financial audit to audit the financial books and records of WCMA and its institutions.

Section 8.05 Indemnification and Insurance.

Unless otherwise prohibited by law, WCMA may indemnify any Board member, officer, Committee member or other agent or any former Board member, officer, committee member

or other agent may, by resolution of the Board against any and all expenses and liabilities actually and necessarily incurred by him/her, or imposed upon him/ her in connection with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which he or she may be or is made a party by reason of being or having been such Board member, officer, Committee member or other agent of WCMA; subject to the limitation, however, that there shall be no indemnification in relation to matters as to which he/she shall be adjudged in such claim, action, suit, or proceeding to be guilty of a criminal offense or liable to WCMA for damages arising out of his or her own gross negligence, misconduct, breach of duty of care or duty of loyalty, in the performance of a duty to WCMA.

Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such Board member, officer, committee member or other agent. The Board shall determine whether to advance expenses to, or where appropriate may itself, at its expense, undertake the defense of any Board member, officer, committee member or other agent; provided, however, that such Board member, officer, committee member or other agent shall undertake to repay or to reimburse such expense if it should be ultimately determined that he or she is not entitled to indemnification for the reasons stated in the first paragraph of this Section.

The provisions of this Section shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof.

The indemnification provided by this Section shall not be deemed exclusive of any other rights to which such Board member, officer, committee member or other agent may be entitled under any statute, agreement, vote of the Board or otherwise, and shall not restrict the power of WCMA to make any indemnification permitted by law.

The Board members may authorize the purchase of insurance on behalf of any Board member, officer, committee member or other agent against any liability asserted against or incurred by him/her which arises out of such person’s status as a Board member, officer, committee member or other agent or out of acts taken in such capacity, whether or not WCMA would have the power to indemnify the person against that liability under law.

 

Section 8.06 Background Checks and Affidavits to be Executed

All members of the Board and all members of the committee shall agree to undergo a criminal background check and shall agree to execute an Affidavit attesting that he/she has not partaken in any criminal activity, including any terrorist activity.

Section 8.07 Loans.

No loans shall be made by WCMA to its Board members, officers, committee members, employees or agents.

Section 8.08 Use of Terms.

As used herein, words in any gender shall be deemed to include the other genders and the singular shall be deemed to include the plural, and vice versa.

Section 8.09 Severability.

If any provision of these Bylaws shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of these Bylaws shall not be impaired thereby, nor shall the validity, legality or enforceability of any such defective provision be in any way affected or impaired.

Section 8.10 Dissolution.

In the event WCMA becomes insolvent or dissolves, the assets of WCMA shall be transferred to the North American Islamic Trust or NAIT.

 

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Extension A