Table of Contents Article 1. Name, offices, and registered agent
CODE OF REGULATIONS OFMASJID NUR (an Ohio Nonprofit Organization)
ARTICLE 1. NAME, OFFICES, AND REGISTERED AGENT
Name of Organization. The name of this Organization shall be MASJID NUR (hereafter, the “Organization”).
Regulations. These Regulations constitute the code of rules adopted by the Organization for the regulation and management of its affairs
Offices. The principal office of the Organization for the transaction of business shall be located in Cuyahoga County, State of Ohio. The Board of Directors may change the principal office from one location to another within the names county. The Organization may have additional offices within or without the State of Ohio, as shall be determined from time to time by the Board of Directors.
Registered Agent. The Organization shall appoint and maintain in the State of Ohio a statutory agent for the service of process, whose name and business address shall be set forth on the Articles of Incorporation and promptly file with the Ohio Secretary of State a Statutory Agent Update in the event of change of such appointment.
ARTICLE 2. MEMBERS
Membership. In accordance with Ohio Revised Code §1702.14, the Organization shall have no members other than its Directors. The Organization’s sole voting members within the meaning of the Ohio Nonprofit Organization Law (the “Voting Members”), shall be the Muslims in good standing with the Organization listed on Exhibit A, as amended from time to time. The Voting Members may, in their discretion, admit individuals to one or more classes of nonvoting members; the class(es) shall have such rights and obligations as the Voting Members find appropriate. The members, regardless of class, shall not be assessed any dues or assessments.
Authority of Voting Members. Notwithstanding anything in these Regulations to the contrary, the Voting Members shall have the sole right and authority to amend the Organization’s Articles of Incorporation, these Regulations (including, but not limited to, admit new Voting Members), and to appoint or remove members of the Board.
Meetings of Voting Members. Meetings of Voting Members shall be held at the place stated in the notice of meeting or by the use of Authorized Communications Equipment (as defined in Section 9.1) if so stated in the notice of meeting. The annual meeting of the Voting Members will be held at on the first Sunday of the month of Muharram. Special meetings of the Voting Members may be called by 33% of Voting Members or by the Chairman of the Board of Directors.
Notice of Meetings of Voting Members. Notices will be in writing (and will state the place, if any, and the time of the meeting, and the means, if any, by which the Voting Members can be present and vote at the meeting through the use of Authorized Communications Equipment, and, if it is a special meeting, the purpose for which it is called. Notice will be given personally, by electronic mail, or by Certified U.S. mail or courier service, postage or fees prepaid, not less than ten (10) or more than sixty (60) days before the meeting to each member entitled to notice at the direction of the persons calling the meeting. If notice is sent by certified U.S. mail or courier service, the notice will be deemed to have been given when deposited in the mail or with the courier service.
Voting. Each Voting Member will be entitled to one vote on each matter submitted to a vote of Voting Members. A Voting Member may vote in person or by the use of Authorized Communications Equipment. No voting by proxy shall be permitted for Voting Members.
Quorum. A majority of the total number of Voting Members represented in person or by the use of Authorized Communications Equipment shall constitute a quorum, provided however, 66% of the Voting Members must be present (in person or by the use of Authorized Communications Equipment) to constitute a quorum for any meeting where the Voting Members vote on changes to the Articles of Incorporation or these Regulations.
No Assignments. Membership in this Organization is nontransferable and non-assignable.
ARTICLE 3. BOARD OF DIRECTORS
General Powers. The affairs of the Organization shall be managed by the Board of Directors (the “Board”). It shall be the Board’s duty to carry out the objectives and purposes of the Organization, and to this end the Board may exercise all powers of the Organization. The Board shall be subject to the restrictions and obligations set forth in the Ohio Nonprofit Organization Law and other applicable laws, the Organization’s Articles of Incorporation , these Regulations, ALLAH’S SHARI’AH.
Number and Tenure. The Board shall be composed of no fewer than three (3) and not more than seven (7) Directors, provided, however, pursuant to Chapter 1702.27 of the Ohio Revised Code,if there are less than three (3) members of the Organization, the number of Directors may be less than three (3) but not less than the number of members. The Directors who compose the initial Board are listed within Exhibit B to these Regulations. The number of Directors may be changed from time to time by amendment to these Regulations, but no decrease in the number of Directors shall shorten the term of any incumbent Director. A Director shall hold office for a term of ONE (1), TWO (2), or THREE (3) years or until a successor is elected, whichever occurs later, or otherwise until he or she dies, resigns or is removed by the Voting Members in accordance with these Regulations. A Director may be elected to Three successive terms..
Annual and Regular Meetings. The Board shall meet quarterly to conduct the regular business of the Organization. In addition, the Board shall hold at least one annual meeting before the end of the fiscal year. Annual and regular meetings of the Board shall be held at such time and place, within the State of Ohio, designated by resolution of the Board, whether for a single meeting or outlining all annual and regular Board meetings for the year, without notice required other than these Regulations and such resolution.
Special Board Meetings. Special Board meetings may be called by or at the request of the President, the Secretary, the Chairman of the Board, or any two (2) Directors. The person or persons authorized to call special meetings may fix any place in Ohio as the place for holding any special Board meeting called by them.
Notice of Special Meetings. Written notice, by regular mail or electronic mail, stating the place, day, and hour of each special Board meeting shall be delivered to each Director at his/her address at least five (5) days before the meeting. Any Director may waive notice of any meeting before, at, or after such meeting.
Quorum. A majority of the total number of Directors shall constitute a quorum for the transaction of business at any Board meeting. If less than a majority of Directors is present at a Board meeting, a majority of the Directors present may adjourn such meeting from time to time without further notice.
Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by applicable law or by these Regulations. Each Director shall have one (1) vote on all matters submitted to a vote of the Board. No Director voting by proxy shall be permitted.
Resignation; Removal. Any Director may resign at any time by delivering written notice to the President or the Secretary, or to the Board. A Director may be removed from office upon the vote of a majority of the Voting Members.
Vacancies. Any vacancy occurring on the Board may be filled by the vote of a majority of the Voting Members. Unless he/she dies, resigns or is removed, a Director so elected shall hold office until his/her successor is elected.
Presumption of Assent. A Director of the Organization present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent is entered in the minutes of the meeting, or unless he/she files his/her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or unless he/she forwards such dissent by registered mail to the Secretary of the Organization immediately after the adjournment of the meeting. A Director who voted in favor of such action may not dissent.
Meeting by Telephone/Video Conference. Members of the Board may participate in a meeting by means of Authorized Communications Equipment. Such participation shall constitute presence in person at the meeting.
Action by Board Without a Meeting. Any action, which could be taken at a meeting of the Board, may be taken without a meeting if a written consent setting forth the action so taken is signed by all of the Directors. Any such unanimous written consent may be executed and delivered to the Organization by electronic means, including email, and shall be inserted in the minute book as if it were the minutes of a Board meeting.
Compensation. Directors shall not receive any salaries for their services on the Board, but by Board resolution, Directors may be paid their expenses, if any, of attendance at each Board or committee meeting.
ARTICLE 4. OFFICERS
Number. The officers of the Organization shall be an Executive Director, President, Vice President, Treasurer, Secretary and Vice Secretary, each of whom shall be elected by the majority vote of the Board, and such other officers as may be elected by the Board. The Board may delegate to any officer or agent the power to appoint any such subordinate officers, or agents, and to prescribe their respective terms of office, authority and duties.
Election and Term of Office. Elected officers shall hold office for such period and have such authority and perform such duties as may be provided by resolutions of the Board. Unless set forth otherwise in a resolution appointing an officer, the officers of the Organization shall hold their office for a term of Three (3) years or until a successor is elected, whichever occurs later, or otherwise until he/she dies, resigns, or is removed by the Board. An officer may be elected to Three successive terms. However, an officer may be subjected to an annual vote of confidence by the Board.
Qualification. Officers must be a Muslim and may, but need not be, Directors of the Organization, except the Executive Director.
Resignation; Removal. Any officer may resign at any time by delivering written notice to the President, the Secretary, or to the Board. Any officer elected or appointed by the Board may be removed by the majority vote of the Board whenever in its judgment the best interests of the Organization would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any such removal may be appealed to the Voting Body, and be overruled by a 66% majority.
Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause may be filled by the Board for the unexpired portion of the term.
Executive Director. The Executive Director shall be the Chief Executive Officer of the organization and, subject to the Board’s approval, shall supervise and control business andaffairs of the corporation. The Executive Director shall execute the policy’s programs and initiatives set forth by the Board and control the day-to-day operations of the organization.
President. The President shall serve as chairman of the board of directors and preside over all board meeting. The President. shall preside over the agenda, submitted by the board members, of each board meeting, insure any committees of the board are filled, execute such contracts, deeds, and other instruments which, from time to time, that must be authorized by the Board.
Vice President. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President, if one has been elected, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by applicable law, by the Articles of Incorporation, or by these Regulations, or as may be prescribed by the Board.
Treasurer. The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Organization; (b) be responsible for overseeing the maintenance of accurate financial records and make a report at each regularly scheduled Board meeting; and (c) in general perform all of the duties incident to the office of Treasurer. (Assistant Teasurer)
Secretary. The Secretary shall: (a) keep all actions and decisions of the Board, including the minutes of the Board meetings; (b) see that all notices are duly given in accordance with the provisions of these Regulations or as required by law; (c) be the custodian of the corporate records; (d) keep registers of the name and address of each Director and (e) in general perform all duties incident to the office of Secretary. (Assistant Secretary)
Compensation. The officers shall not receive any salaries in their capacity as officers of the Organization, except as may be adopted by a resolution of the Board (or a compensation committee, in the event such committee is established by the Board). Officers may be reimbursed for their expenses.
ARTICLE 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS
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 Organization. Such authority may be general or confined to specific instances.
Loans. No loans shall be contracted on behalf of the Organization and no evidences 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.
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 Organization shall be signed by such officer or officers, or agent or agents, of the Organization and in such manner as is from time to time determined by the Board.
Deposits. All funds of the Organization not otherwise employed shall be deposited from time to time to the credit of the Organization in such banks or other depositories as the Board may select.
Gifts and Contributions. The Board may accept on behalf of the Organization any contribution, gift, bequest or device as may be consistent with the established purposes of the Organization and as may be permitted by any applicable local, state or federal law, so long as that which is so accepted is surrendered to the Organization.
ARTICLE 6. FISCAL YEAR, BOOKS, AND RECORDS
Fiscal Year. The fiscal year of the Organization shall be the calendar year ending on the last day of Zil Hajjah of each year, or such other period as may be established by the Board from time to time by a resolution.
Records. The Organization shall keep at its principal office correct and complete books and records of account, including accounts of assets, liabilities, receipts, disbursements, gains and losses; minutes of the proceedings of the Board; a copy of the Organizations Articles of Incorporation and Code of Regulations, as amended; the three most recent series-990 tax returns; all IRS determination letters; and such other records as may be necessary or advisable, or required by law.
Inspection Rights. All books and records of the Organization may be inspected by any Director for any proper purpose at any reasonable time, upon reasonable notice to the Secretary of the Organization.
ARTICLE 7. STANDING ADVISORY COMMITEES
Establishment by the Board. The Board may designate and appoint one or more committees to assist in preparing and implementing Organization policies and programs and advise and aid the Board, officers and employees of the Organization in any and all matters designated by the Board. Each such committee may, subject to the approval of the Board, prescribe rules and regulations for the call and conduct of meetings of that body and all other matters relating to its procedures and responsibilities. Each such committee shall keep regular minutes of its meetings and deliver such minutes to the Board.
Limitation of Powers. Committees of the Organization are not authorized directly or indirectly to commit the Organization in any way or in any manner, financially or otherwise, without prior approval by the Board, except as specified in the approved budget or in specific resolutions of the Board.
Compensation. The members of any committee shall not receive any salary for their services, but the committee members may be reimbursed for their expenses of attendance at any meeting of such committee.
ARTICLE 8. LIMITATION OF LIABILITY; INDEMNIFICATION
Limitation of Liability. To the fullest extent permitted by applicable law in the State of Ohio and the Internal Revenue Code, the personal liability of the Directors, Officers, and committee members, employees and other agents of the Organization is hereby eliminated.
Indemnification. To the full extent permitted by law in the State of Ohio, the Organization shall indemnify any person who was or is a party to any civil, criminal, administrative or investigative action, suit or proceeding by reason of the fact that he/she is or was a Director or Officer of the Organization, or is or was serving at the request of the Organization as a director or officer of another Organization, whether for profit or not-for-profit, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and necessarily incurred by him/her in connection with such action, suit or proceeding; and the Board may, at any time, approve indemnification of any other person which the Organization has the power to indemnify under the applicable Ohio law. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract. The Organization may, by action of its Board, provide indemnification to other employees and agents of the Organization with the same scope and effect as described in this Article 8.2.
Insurance. The Board may authorize the purchase of insurance on behalf of any Director, Officer, employee, or other agent against any liability asserted against or incurred by him or her that arises out of such person’s status as a Director, Officer, employee, or agent or out of acts taken in such capacity, whether or not the Organization would have the power to indemnify the person against that liability under applicable law.
Indemnification Exceptions. The foregoing shall not apply to matters as to which any such person shall be adjudged in such action, suite or proceeding to be liable for willful misconduct in the performance of a duty. The Organization may purchase and maintain indemnification insurance for any person to the extent permitted by applicable law.
ARTICLE 9. AUTHORIZED COMMUNICATION EQUIPMENT
Definition. “Authorized Communications Equipment” means any communications equipment that provides a transmission, including, but not limited to, by telephone, telecopy, or any electronic means, from which it can be determined that the transmission was authorized by, and accurately reflects the intention of, the member or director involved and, with respect to meetings, allows all persons participating in the meeting to contemporaneously communicate with each other.
Use. Authorized Communications Equipment may be used attending and participating in meetings; giving a copy of any document or transmitting any writing required or permitted by the Ohio Nonprofit Organization Law, the Articles of Incorporation of this Organization, or any provision of these Regulations, including, but not limited to voting.
ARTICLE 10. CONSTRUCTION; CORPORATE POLICY
Severability. All provisions of these Regulations and any sections thereof are intended to be severable. Should any of the provisions or portions of these Regulations be held unenforceable or invalid for any reason, the remaining provisions and portions of these Regulations shall be unaffected by such holding and continue in full force and effect.
Articles of Incorporation Control. In the event of any conflict between the provisions of these Regulations and the Organization’s Articles of Incorporation, the Articles of Incorporation shall control.
Declaration of Policy. Responsibility and authority for any declaration of Organization’s policy, and/or endorsement, and/or rejection of any matter on any subject of policy, is reserved to the judgment and discretion of the Board of Directors. The Board, except as otherwise provided herein, shall have control of the affairs of the Organization, including all matters relating to the acquisition, holding, management, control, investment, and disposition of the funds and other property of the Organization.
ARTICLE 11. AMENDMENTS
Amendments of Code of Regulations. The power to alter, amend, or repeal these Regulations, or to adopt new Regulations, to the extent allowed by law, is vested in the Voting Members. These Regulations may be altered, amended or repealed, only by the affirmative vote of the majority of the Voting Members, at a meeting where the requisite quorum of Voting Members is present.No amendment of these Regulations that is inconsistent with the Organization’s Articles of Incorporation shall be effective before amendment of the Articles of the Organization.
Amendments of Articles of Incorporation. The Organization’s Articles of Incorporation may be altered, amended or restated only by the affirmative vote of the Voting Members constituting at least 2/3 of the voting interest of the Organization. Upon such affirmative vote, the amended or restated Articles shall be adopted by the Board and become effective as of the date of such adoption.
The foregoing Regulations were adopted by the persons named as the Voting Members of the Organization on the ____ day of _________, 2018.
By: _______________________________________________ Executive Director of MASJID NUR