CONSTITUTION AND BYLAWS OF THE CENTRAL MOSQUE OF CHARLESTON,
We, the Muslims of Charleston, South Carolina, have agreed and have adopted the present constitution and bylaws and do hereby establish an organization to be known as hereinafter referred to as the Central Mosque of Charleston or Mosque.
The principal office of the Mosque shall be located in the county of Charleston, State of South Carolina. The Mosque shall also maintain an office at the premises of the The Mosque may have such other offices, either within or without the State of South Carolina, as the Shura council and Board of Trustees may designate or as the business of the Mosque may require from time to time. The registered office of the Mosque required by the South Carolina Nonprofit Corporation Act of 1994 to be maintained in the State of South Carolina may be, but need not to be, identical with the principal office of the Mosque, and the address of the registered office may be changed from time to time by the Mosque.
Mosque located at 1082 King Street, Charleston, SC 29403.
The Mosque shall be a nonprofit organization (i) established and operated in accordance with the provisions of 26 U.S.C. (the “Internal Revenue Code”) Sections 501(c)(3) and 509(a)(1), (2) or (3) and the regulations there under, and Sections 12-7-415 and 12-7-430(h), Code of Laws of South Carolina, 1976, as amended (the “South Carolina Code”); and (ii) incorporated under the South Carolina Nonprofit Corporation Act, Article 1, Chapter 31, Title 33 of the South Carolina Code. The Mosque shall be an independent and autonomous organization. Its period of duration shall be perpetual unless terminated in accordance with Article XVII. Islamic school of the Central Mosque of Charleston shall remain an integral part of the Mosque.
AIMS AND PURPOSES
SECTION 1: Creed
The creed of this organization will be: Lai Iaha ill ALLAH. Muhammadun Rasul-ul-ALLAH. This means: There is no deity other than Allah. Allah is the only one worthy of worship, obedience, and submission. Prophet Muhammad (PBUH) is his messenger and guide to the mankind. The purpose of the Mosque is to serve the best interests of Islam and of the Muslims of Charleston, South Carolina. Towards this end, the Mosque shall aspire:
1. To lead a life according to the principles of Islam as given by Allah (SWT) in the holy Quran and his messenger, Prophet Muhammad (PBUH).
2. To help Muslims carry out their activities in pursuance of Islam as a way of life. To apply the Islamic principles and practices to ourselves and our children to maintain Islamic heritage for the future generations.
3. Promote unity and joint action among Muslims.
4. Conduct social, cultural, and religious activities in the best traditions of Islam.
5. Arrange and hold congregational prayers and Islamic religious activities at appropriate times.
6. Promote friendly relations between Muslims and non-Muslims.
7. To educate and project the true teachings of the Islam to the non-Muslims and perform Islamic Da’wa, to the people of other faiths.
8. To encourage Islamic education among the members and families of the Mosque.
9 To promote cooperation with other Muslim and non-Muslim organizations.
10. To maintain an Islamic school for children to promote Islamic education and traditions
The Mosque shall be a non-profit, non-political organization, and the fundamental purpose of the Mosque shall be to instruct Muslims in the basic knowledge of Islam so that they may contribute individually towards meeting human needs in conformity with Islamic doctrines and beliefs. It shall be the purpose of the Mosque to develop a feeling of brotherhood and avoid any un-Islamic practices.
The Mosque is organized and shall be operated for religious purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code; provided, however, no part of the net earnings thereof shall inure to the benefit of any private shareholder or individual; provided further, no substantial part of the activities of the Mosque shall consist of carrying on propaganda, or otherwise attempting to influence legislation, except to the extent permitted by law; provided further, the Mosque shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of the Constitution and these Bylaws, the Mosque shall not carry on any activities not permitted to be carried on by (i) an organization described in Internal Revenue Code Sections 501(c)(3) or 509(a)(1), (2) or (3), or (ii) an organization to which contributions are deductible under the Internal Revenue Code Section 170(c)(2) or any other corresponding provision of any future United States internal revenue law. Notwithstanding any other provision of this Constitution and these Bylaws, the Mosque is organized and operated exclusively for charitable, educational or religious purposes within the meaning of Internal Revenue Code Section 501(c)(3).
The Mosque is organized and shall operate exclusively for the aforesaid purposes, and in connection therewith its scope of activities shall include accepting, buying, selling, owning, holding, operating, mortgaging, insuring, pledging, assigning, transferring or otherwise receiving or disposing of real and personal property; provided, however, that any activity authorized by this provision shall not be engaged in any manner which would jeopardize the federal income tax exemption of the Mosque under Section 501(c)(3) of the Internal Revenue Code.
SECTION 1: Membership
The membership of the Mosque shall consist of “Members.”
A Member shall be any Muslim who is at least 18 years of age and has paid the required dues, wishes to be a Member of the Mosque, and agrees to obey the constitution and the general practices of the Mosque. The membership dues shall be determined by the Shura Council time to time.
SECTION 2: Regular General Body Meetings
The Mosque shall have at-least four general body meetings each year. The exact time and place of the meeting shall be determined by the Shura Council. The Shura Council shall notify the Members of the exact time and place of the meetings as set forth in Section 5. The Shura Council shall inform the general body and Board of Trustees about the meeting at least fourteen days (14) prior to such meeting.
SECTION 3: Special General Body Meetings
Special meetings of the Members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by a simple majority of the Shura council and/or Board of Trustees. The Members shall receive notice of a special meeting at least fourteen (14) days prior to the special meeting.
SECTION-4: Place of General Body Meetings
The Shura Council or Board of Trustees (whoever is calling the meeting) may designate any place, within the County of Charleston (preferably at the Mosque), State of South Carolina, as the place of meeting for any regular general body meeting or for any special general body meeting. If no designation is made, the place of meeting shall be at the Central Mosque of Charleston located at 1082 King Street, Charleston, South Carolina.
SECTION-5: Notice of General Body Meeting (s)
Except as otherwise provided by law, notice of the date, time and place of each regular or special general body meeting shall be given no fewer than fourteen (14) days nor more than sixty (60) days before the date of the meeting. Notice may be communicated in person, by telephone, newsletter, telegraph, teletype or emails, announcements after Juma prayers, posting at Mosque’s website, and postings at bulletin boards within the Mosque, or any other lawful means of communication by the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each Member of record entitled to vote at such meeting.
In the case of regular general body meetings, the notice of meeting need not specifically state the business to be transacted. In the case of a special general body meeting, the notice of meeting shall state the purpose or purposes for which the meeting is being called. When a meeting is adjourned, it is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken place.
Except for voting on amendments to the constitution, one-third of the total Members in the Mosque shall constitute a quorum. It shall be the responsibility of the President (or in his absence, the Vice-President) to verify the quorum requirement before beginning the general body meeting. At any time during a meeting of the Members, a Member challenges the quorum requirement and it is determined that a quorum is not met, the meeting shall be adjourned. If the quorum requirement as specified in this section is not fulfilled in a particular meeting, another general body meeting shall be called for the same purpose within a month after the initial meeting. In the second meeting, the Members present at the meeting will then constitute a quorum for voting on matters which were on the agenda for the previous general body meeting in which the quorum was not complete. However, it will not apply to amend the constitution. No additional item (s) should be added in the agenda of second general body meeting. To amend the constitution at least two third (2/3) majority of the total members shall constitute a quorum in all the meetings.
SECTION 7: Chairing of General Body Meetings
The President of the Shura shall preside over the regular general body meetings and the Chairman of the Board of Trustees or President of the Shura Council (whoever called the special meeting) shall preside over the special general body meetings.
SECTION-8: Voting by Members.
Except as otherwise provided by law or the Mosque’s Articles of Incorporation, each Member of the Mosque shall be entitled to one (1) vote upon each matter submitted to a vote of Members. Action on a matter shall be approved if the votes cast favoring such action exceed the votes cast opposing such action unless a greater number of affirmative votes is required by law or the Articles of Incorporation, or the Constitution and Bylaws of the Mosque.
SECTION 9: Miscellaneous
Any Member may attend Shura meetings in a non-voting capacity. The Shura council may elect to hold closed door doors meetings whenever it is deemed necessary by the President or the presiding member of the Shura.
OFFICERS AND THE SHURA COUNCIL
The Shura shall be vested with authority to administer and implement duties, responsibilities and directives in conformity with their respective offices in furtherance of the purposes set forth in the Constitution and Bylaws and the Mosque’s Articles of Incorporation.
SECTION 2: Number
The elected officers shall be President, Vice-President, General Secretary, Treasurer, Social Secretary, Communication Secretary, Education Secretary, Member at Large, and Women’s representative. The elected officers for a total of nine Members shall constitute the Shura or Shura Council.
SECTION 3: Term
The term of each Member of the Shura shall be one (1) Hijri year. Shura member can hold one position at a time of Shura council for a maximum of two terms (e.g. total of 2 years). However, after a gap of one (1) year in services to the community as a Shura member, same person can go for an annual election for maximum of two terms.
SECTION 4: Election of Officers
Officers are elected by the Members. A Member who has not paid his/her annual membership dues at least forty five (45) days before the day of elections shall have no right to contest and/or vote in the election of the Shura. The list of Members eligible to vote shall be posted at least fifteen (15) days before the elections. The elections of the Shura shall be held before the ‘Eid ul-Fitr celebrations annuallyand charge should be given to the newly elected Shura within 45 days from the day of election.
SECTION 5A: Election Committee
The Shura elections shall be conducted by an Election Committee comprised of 3-5 members of the Mosque who are neither currently Officers/Members of the Shura nor willing to be nominated for the election of the Shura. These members shall be selected by the Board of Trustees (BOT) and the election committee shall be headed by one of the Board of Trustees. The election committee shall be formed90 days prior to the Election Day.
SECTION 5B: Roles of the Election Committee
(i) Election committee shall be responsible to update the member’s list and collect the membership dues from the members.
(ii) Each nomination must be signed by a member and seconded by another member. To be eligible for nomination to the Shura and to nominate or second any such nomination, all such persons shall be Members of the Mosque in good standing. Nomination form will be voided if it is not signed by two members as stated above.
(iii) Election committee shall be responsible for the announcement of election date at least 30 days prior the election.
(iv) Election committee will accept nominations for the election from the day of declaration of the election. The deadline for accepting nominations shall be 7 days prior to the Election Day. The deadline for the withdrawing nominations shall be 4 days prior to the Election Day.
(v) No Member shall be eligible for nomination or election to the Shura if (i) the Member is a current member of the Shura and has held that position for two consecutive terms at the time of the nomination.
(vi) The nominee for Women’s representative shall be a female Member of the Mosque in good standing.
(vii) Each nominee shall be nominated for one office among the nine positions in the Shura Council.
(viii) A Shura Member who has been out of office for one year after two consecutive terms shall be eligible for the nomination and election for a possible another two terms.
(ix) The newly elected Shura shall assume the charge of the Mosque within 45 days after the election.
(x) The election officers shall not campaign in favor of or against a candidate at any time before and during the elections. All the election officers shall have the right to vote as members.
Unless otherwise mentioned in a specific situation (s), a Shura member can be removed from the Shura council by a 2/3 (two third) majority vote of the Shura members. A Shura member who has committed any of the following acts will be subjected to the removal from the Shura council.
(i) Failed to attend three consecutive Shura meetings without being excused by the President prior to the meetings.
(ii) Accused of embezzling or misusing of Mosque’s funds or properties.
(iii) Acting in a manner that is deemed detrimental to the Muslim community in any tangible or intangible way.
The Member shall be asked to give his explanation for the absence and/or actions committed in writing. If he/she fails to do so or if his/her explanation is not satisfactory to the Shura, the Shura shall consider his/her dismissal from the post he/she is holding.
The Shura shall grant him/her an opportunity to make a presentation to the Shura to explain his/her absence and/or actions. If he/she refuses to appear before the Shura within a period of six weeks, the remaining members of the Shura shall take an action to remove that member from the Shura.
If the President is absent for three (3) consecutive meetings or have committed any of the acts mentioned above, the President shall give to the Shura his reasons. If the Shura does not find his explanation to be satisfactory, the Vice-President shall recommend his dismissal from his office. The Shura shall grant him an opportunity to make a presentation to the Shura to explain the absences and/or actions. If he refuses to appear before the Shura within a period of six weeks, Shura will recommend his removal to the board of trustees. Board of Trustees then shall decide whether to terminate him based on the recommendation of the Shura. A simple majority of the Board of Trustees will be needed for this action.
SECTION 7: Vacancies
A vacancy in an office because of death, resignation, removal, disqualification or otherwise, may be filled for the unexpired portion of the term by a person designated by a simple majority vote of the remaining members of the Shura.
If both the offices of President and Vice President should become vacant simultaneously, the election committee as determined in Section 5 hereof, shall meet and make nominations to replace the President and Vice President and special election will be called to elect both Officers for the remainder of the term as set forth in Section 3 hereof.
SECTION 8: Joint Meetings with the Board of Trustees
There shall be a quarterly joint meeting of all Shura members and the Board of Trustees.
SECTION 9: Regular Shura Meetings
The Shura shall meet at least once every month at such a time and place as is most
convenient and suitable to a majority of the Shura members. A majority of the Shura may always reschedule the meeting whenever it is needed.
SECTION 10: Special Shura Meetings
The President may call special Shura meetings in addition to the regular monthly meeting whenever he considers it necessary or appropriate. The President shall provide at least 5 business days notice of the Special meetings to the Shura members.
SECTION 11: Emergency Shura Meetings
An emergency meeting of the Shura may be called by a petition signed by ten (10) or ten percent (10%) of all Members of the Mosque, whichever is larger. Such a meeting shall be held within 2 weeks after the written petition is presented to the President. The president shall provide at least two business days notice of the emergency meetings to the Shura members. An emergency Shura meeting may also be called at the request of at least 1/3 of the Shura members. Such a meeting shall be held within one week after the written request is made to the President.
SECTION 12: Quorum
The presence of at least fifty-one percent (51%) of the members of the Shura members shall constitute a quorum for a Shura meeting.
SECTION 13: Voting
Each Member of the Shura has one vote. Fifty one (51%) percent of the vote of the Shura members attending a meeting at which there is a quorum is required to carry a vote. The president shall take an oral vote on issues that are not approved unanimously. However the President can ask the Shura Members to cast their vote in writing. In case of a conflict, the decision of the simple majority of the Shura Members will prevail.
SECTION 14: The President
The President shall be responsible for the followings:
(i) The general management of all the activities of the Mosque.
(ii) Directing and coordinating all the activities so as to achieve the purposes of the Mosque. He shall with at least two members of the Shura sign all the contracts and other legal documents on behalf of the Shura.
(iii) Calling and presiding over meetings of the Shura and the General Body.
(iv) Forming various Ad Hoc Committees with the approval of the Shura.
(v) Controlling funds and expenses of the Mosque as specifically defined in Article VI Section 5.
(vi) Presenting reports on the state of the Mosque at the annual meeting and in the Mosque’s periodic newsletter.
(vii) Being the spokesman, representative, and correspondent for the Mosque in external activities; and
(viii) Establishing an efficient link between the Mosque and other organizations with approval of the Shura.
SECTION 15: The Vice President
The Vice-President shall be responsible for the followings:
(i) Carrying out the management of the activities, including presiding over general body and Shura meetings in the temporary absence of the President.
(ii) Assisting the President in accomplishing the purposes of the Mosque and
(iii) He can assume the functions of the President temporarily whenever requested to do so by the president. If the President is permanently incapacitated as determined by the majority vote of the Shura and the Board of Trustees, the Vice-President shall assume the Presidency for the remaining period of the President’s term.
SECTION 16: The General Secretary
The General Secretary shall be responsible for the followings:
(i) Periodically reporting the important events and activities of the Mosque to the members.
(ii) Preparing and circulating the agenda before every meeting.
(iii) Preparing the agenda for the Shura and Members’ general body meetings and providing the agenda to the members of the Shura and the Members.
(iv) Maintaining the list of Members and the volunteers for various functions of the Mosque.
(v) Directing and supervising the activities of the various activity groups including the youth group.
(vi) Keeping the Mosque registered as a non profit corporation in the State of South Carolina.
(vii) Presiding over the Shura meetings when both the President and the Vice-President are absent.
(viii) Presenting at the beginning of every Shura and Members’ general body meeting the minutes of the previous meeting for approval by the Shura and the Members; and
(ix) Posting on the bulletin board of the Mosque a list of members eligible to vote in the elections. This list shall be posted at least 15 days before the elections.
SECTION 17: The Treasurer
The Treasurer shall be responsible for the followings:
(i) Maintaining the records of all the financial transactions of the Mosque and be responsible for the systematic up-keep of books and writing disbursements, receipts, banking reconciliations, and records of increase or decrease of funds in statements to be made to the Members.
(ii) Collecting and depositing all the funds received on behalf of the Mosque. Treasurer shall also provide a receipt of funds to each donor before the end of the fiscal year on the Central Mosque of Charleston letter head.
(iii) Countersigning all withdrawal checks on behalf of the Mosque in accordance with Article VI.
(iv) Preparing, on being elected, the annual budget of the Mosque for the next fiscal year in consultation with the elected Shura members. He shall then present the budget for the approval from Shura council.
(v) Presenting before the Shura and Board of Trustees a quarterly report on the status of the Mosque’s financial affairs, including anonymous donations and total donations received by the Mosque, and outlays of all funds and expenses. He shall be responsible for the posting of this report on a bulletin board quarterly.
(vi) Collecting cash from the donation box in presence of a member and keep record of each occasion. Treasurer shall not collect money from any box within the Mosque without the presence of another member. Each collection should be signed by treasurer and another member.
(vii) All the finances should be audited by two members of the Mosques every year.
SECTION 18: The Education Secretary
The Education Secretary shall be responsible for the following duties.
(i) Education secretary will serve as the director of the Islamic school. He/she may authorize, amend, or re-state operating guidelines, plans, practices, and/or procedures time to time in order to improve the performance of the school with prior approval from the Shura council. He/she shall guide the principal, assistance principal, school committees time to time for the better performance of the school.
(ii) Education secretary shall be organizing and overseeing lectures and da’wa program.
(iii) Education secretary shall be an in-charge of the Islamic library and shall be organizing and updating an Islamic library as per the needs.
(iv) Education secretary shall propose an annual budget for the Islamic school to the Shura council for the approval of school funds.
SECTION 18A: Selection of Principal for the Islamic School
(i) Education secretary shall propose 1-3 names of members of the Mosque to the Shura council for the selection of the principal of the Islamic school. Shura will approve one name for the post of the principal; however, if all the names are disapproved then education secretary will propose another set of the names for the same purpose until one member is approved by the Shura.
(ii) The term of principal of the Islamic school shall be two (2) years for a maximum of two terms. The principal who has been out of the office for one full term will be eligible for his/her appointment as a principal for another two terms.
(iii) If Shura council and members of the Mosque are not satisfied with the performance of the principal and the progress of the school, Shura will ask the principal to improve the performance and fulfill the deficiencies. If principal is not able to fulfill the deficiencies pointed out by the Shura and/or members within six weeks then Shura council will remove the principal from his/her office. A simple majority of Shura will be required for this action.
SECTION 18B: Roles of the Principal for Islamic School
The principal of the Islamic school will be responsible:
(i) To run the Islamic school in the best traditions of the Islam.
(ii) To report an annual budget to the education secretary for the presentation to the Shura council.
(iii) To report all activities, performances, progress, and/or any related issues directly to the education secretary.
(iv) To appoint or remove assistant principal during the operation of the school. Principal can appoint up to maximum of two (2) Assistant principals.
(v) To operate Islamic school bank account. Principal can withdraw money from this account with his/her signature; however, this account shall contain money which is approved and transferred from Mosque’s capital/deposit account by the Shura council under the approved budget. Any surplus in this account shall be transferred back to the Capital/deposit account of the Mosque at the end of each year. Neither principal nor education secretary can make any deposit to the Islamic school bank account. All the income from the school (dues, fees, registration fee, donations, activities, etc) shall be deposited in the capital/deposit account of the Central Mosque of Charleston through treasurer of the Mosque.
SECTION 19: The Communications Secretary
The Communication Secretary shall be responsible for:
(i) Editing and circulating a newsletter within the Muslim community about the activities of the Shura and the Mosque.
(ii) Establishing and maintaining a web site and posting information on website regularly.
(iii) Disseminating information about the Shura and the Muslim community through press and media releases to the local communities, and
(iv) Disseminating information about Muslim festivities and celebrations to the non Muslim organization such as Schools and media.
SECTION 20: The Women Coordinator
The Women Coordinator shall be responsible for:
(i) Organizing events and gatherings Muslim women to know each other and to discuss their issues.
(ii) Serving as a liaison between the Shura and the Muslim women in the community.
(iii) Promoting and reaffirming Islamic traditions and values among Muslim women; and
(iv) Helping with fund raising, and distributing Zakat (charity) among poor Muslim women.
SECTION 21: The Social Secretary
The Social Secretary shall be responsible for:
(i) Organizing events and gatherings of the Muslim community for the interaction and networking.
(ii) Welcoming new Members to the community and helping them whenever there is a need.
(iii) Working with the Members with special needs and finding ways and means for helping them.
(iv) Overseeing the Resident Manager’s responsibilities towards the upkeep and cleaning of the Mosque, and
(v) Managing social events such as dinners, lunches, picnics, and social gatherings of the members of the Mosque.
The member at large shall be responsible for the followings:
(i) To act as a bridge between the board of trustees and Shura as well as between members and Shura under difficult situations and/or whenever any conflict arises among these bodies.
(ii) To help Shura and/or Board of trustees to execute ongoing projects for the Mosque, if needed.
(iii) To promote the participation of members in the Mosque and Mosque’s activities.
SECTION 1: Dues
Membership dues shall be determined by the Shura. Mosque dues may be different for earning and non-earning members. The Shura could waive part or all dues in for any given member(s) in special circumstances. The membership of any Member whose dues are three months or more in arrears after the beginning of the fiscal year shall expire. Furthermore, in order to vote in the Shura elections, the Member shall have paid his/her dues at least 45 days before the Shura elections.
SECTION 2: Contributions
The Shura may accept any contribution in any form from any source consistent with the purposes of the Mosque and law. To the extent permitted by law, all funds collected for a specific cause shall be used for that cause unless a 2/3 majority vote of the Shura members authorizes its use for a different purpose within the goals and objectives of the Mosque; however, the funds collected for the specific purpose of expanding and maintaining the Mosque shall not be used for any other purpose.
SECTION 3: Accounts
The Mosque shall maintain the following separate accounts:
1. Capital/Deposit Account: All the income, donations, contributions must be deposited to the capital/deposit account. These income, donations, and contributions includes collections for the Mosque, Mosque maintenance and expansion, box collections, sales, zakat, school income (fees, registration fees, activity income etc), any or all other forms of income and donation belongs to the Mosque. Two signatures (e.g. president of the Shura and Chairman of the board of trustees) will be required for the withdrawal of funds from this account.
2. Operating Account: This account shall be maintained for the Mosque’s operating expenses and supplied with funds from the Capital/Deposit Account under approved budget. One signature will be sufficient for withdrawal of funds from this account as described in the section 4 of this article.
SECTION 4: Withdrawal of Funds
(i) All withdrawals or checks from the operating account shall be signed by the Treasurer or by the President in the absence of the Treasurer
(ii) All withdrawals from the Capital/Deposit account shall be signed by the Chairman of the Board of Trustees and President of the Shura. All withdrawals should shall be approved by the Shura.
SECTION 5: Authorization of Expenditures
The President shall not authorize the expenditure of more than $500 on a single expense without approval of the Shura; nor shall he authorize total expenses of $2000/month without prior approval of the Shura council.
SECTION 6: Auditors
The Shura shall nominate as auditors for the following fiscal year, two members of the Mosque who are neither members of the Shura nor the Board of Trustees for the year in which they serve as auditors, and who have basic knowledge and understanding of accounting and auditing procedures. The auditors shall audit the Mosque’s accounts continuously and submit a quarterly report to the Shura and Board of Trustees.
SECTION 7: Limitation on Expenditures
Notwithstanding any other provision of this Constitution or these Bylaws, no expenditure shall be made in any manner or for any purpose whatsoever (i) which may jeopardize the status of the Mosque as an organization under Section 501(c)(3) of the Internal Revenue Code, and Section 12-7-415 of the South Carolina Code and the regulations thereunder; or (ii) which may jeopardize the status of contributions or payments by any person insofar as concerns deductions which are allowed under the provisions of Sections 170, 2055, 2106 and 2522 of the Internal Revenue Code and the regulations thereunder.
BOARD OF TRUSTEES
SECTION 1: Members
The Board of Trustees shall consist of no less than five Members of the Mosque. After the initial Trustees are appointed by the Shura, all five of these Members shall be approved by the members (at general body meeting) as set forth in Section 4 of this Article. None of the five Trustees shall be a member of the Shura or an auditor during the tenure of his/her office.
SECTION 2: Chairperson
The Chairperson of the Board of Trustees shall be elected every 3 years by the Trustees.
SECTION 3: Term
The term of a Trust Member shall be 3 years, after which he/she can be re-nominated for no more than one consecutive term.
SECTION 4: Nominations and Approval
The Shura, 60 days prior to the expiration of a Trustee’s term, shall nominate members of the Mosque to hold the position of Trustee, designating them as candidates in order of preference. The name of the nominees shall be submitted to the Members of the Mosque at the annual meeting for confirmation. In the event that the Members do not approve the Shura’s first choices for the positions as Trustee as nominated by the Shura, the next candidate’s name, in order of preference of the Shura, shall be submitted for approval until a Trustee is approved by the Members. A simple majority of the members present in the meeting will be required for the approval of the board of trustees.
SECTION 5: Duties
The Board of Trustees shall be responsible for the following:
(i) Overseeing the general activities of the Mosque to ensure that its activities are within the framework of the Constitution and these bylaws.
(ii) Overseeing the Shura in general management, maintenance, and growth of the Mosque, and
(iii) Co-signing withdrawals of funds in accordance with Article VI.
SECTION 6: Vacancies
If a Trustee resigns, remove, or leaves the jurisdiction of the Mosque prior to the expiration of his/her term, the remaining Trustees shall nominate another qualified Member for the remaining tenure of his/her term. The consent of the Shura and the Members is not required to approve the filling of the vacancy for the remainder of the term.
SECTION 7: Removal
Unless otherwise mentioned in a specific situation (s), a board of trustee can be removed from the board by a vote of simple majority of the trustees. A board of trustee who has committed any of the following acts will be subjected to the removal from the board.
(i) Failed to attend three consecutive boards of trustees meetings without being excused by the chairman prior to the meetings.
(ii) Accused of embezzling or misusing of Mosque’s funds and/or properties.
(iii) Acting in a manner that is deemed detrimental to the Mosque and/or Muslim community in any tangible or intangible way.
The Member shall be asked to give his/her explanation for the absence and/or actions committed in writing. If he/she fails to do so or if his/her explanation is not satisfactory to the board, the board shall consider his/her dismissal from the board. The board shall grant him/her an opportunity to make a presentation to the board to explain his/her absence and/or actions. If he/she refuses to appear before the board within a period of six weeks, the remaining trustees shall take an action to remove that trustee (s). This decision of removing trustee (s) from the board shall be approved by the simple majority of the Shura council.
SECTION 8: Chairperson
The Chairperson of the Board of Trustees shall be responsible for the following:
(i) Calling and presiding over the Board of Trustees meetings.
(ii) Being the spokesperson and representative of board of trustees.
(iii) The chairperson of the Board of Trustees or the Trustee designated by the chairperson shall maintain a record of the minutes of every meeting of the Board. At the beginning of every minute, he/she shall present the minutes of the previous board meeting for approval by the board.
SECTION 9: Quorum.
A majority (fifty one percent (51%) of the number of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees.
SECTION 10: Manner of Acting
The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees
SECTION 1: Shura Council and Board of Trustees (BOT)
If the conflicts between the Shura council and board of trustees (BOT) are not resolve amicably, a general body meeting shall be called either by Shura, BOT, or both to discuss the conflicts as per the direction of Article IV sections 3-8. The quorum should be required for this meeting. The decision of the general body members shall prevail and both Shura and BOT shall abide the decision of the general body regarding that matter.
SECTION 1: Authority
The Mosque shall to the fullest extent permitted by the South Carolina Nonprofit Corporation Act of 1994, indemnify all persons whom it may indemnify pursuant thereto so long as such persons have conducted themselves in good faith and reasonably believed their conduct not to be opposed to the Mosque’s best interests.
SECTION 2: Insurance
The Mosque may purchase and maintain insurance on behalf of any person who is or was a Trustee, Shura Member, or, officer, employee or agent of the Mosque, or who, while a Trustee, Shura Member, officer, employee or agent of the Mosque is or was serving at the request of the Mosque as a Trustee, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust employee benefit plan or other enterprise against liability asserted against or incurred by him in that capacity or arising form his status as such, whether or not the Mosque would have the power to indemnify him against the same liability under Sections 33-31-851 and 33-31-852 of the South Carolina Nonprofit Corporation Act of 1994.
AD HOC COMMITTEES
SECTION 1: General
The Members of the Mosque during a Members meeting and/or the Shura meeting at any other time may appoint an Ad Hoc Committee in order to carry out an assignment. The tenure of these committees must be determined depending upon the nature of the assignment.
The assignment given to the Ad Hoc Committee shall be precisely defined in a memorandum from the President, approved by the Shura to the Ad Hoc Committee, a copy of which shall be posted on the bulletin board in the CMC. The limit on the expenditure, if any, that may be incurred in carrying out the assignment, shall be specified in the memorandum.
SECTION 2: Chairpersons
The Chairperson of the Ad Hoc Committee shall be elected by that committee and shall call, presides over, and adjourn the committee meetings and plan and conduct the committee’s work. No person shall be the Chairperson of more than two Ad Hoc Committees at the same time.
SECTION 3: Tenure
The committee shall be allowed to continue its work until it completes the assignment for which it was formed. Only the Chairperson of the committee shall dismiss the committee after the assignment has been accomplished and he/she has submitted to the President a report to that effect. Notwithstanding the above, the Shura may in its sole discretion disband a committee that has failed to achieve its goals or whose purpose is rendered unnecessary or inadvisable.
SECTION 4: Recommendations of Committee
The recommendations of the committee shall be honored and carried out, unless a simple majority of the members present in a Members’ meeting, called to discuss them, votes for any changes(s) or the recommendations violate the Constitution and Bylaws.
SECTION 5: Closed Committees
None of the committees shall be open. They shall have a fixed number of members.
SECTION 6: Limitation of Authority
None of the committees shall have the authority to call a Members’ meetings. All the committees shall be under the full control and authority of the Shura.
SECTION 1: Nominations
The Associate Committees shall be nominated by the elected Shura.
SECTION 2: Tenure
The tenure of the Associate Committees shall be 2 years.
SECTION 3: The Fiqh Committee
The Fiqh Committee shall be an Associate Committee consisting of five members. The committee shall advise the Shura on matters related to Islamic shar’iah with full consideration of the view of scholars from various Islamic schools of thought throughout the world, and suggest to the Shura a calendar of Islamic events and activities.
The Fiqh Committee shall be responsible for the followings:
(i) Review and select the books in the library in the Mosque; and
(ii) Attempt to answer religious questions in the light of the Holy Qur’an and Sunnah whenever they are called upon to do so. They shall contact religious scholars to get required answers if necessary.
SECTION 4: Funeral Assistance Committee
The Funeral Assistance Committee shall be an Associate Committee that shall consist of the President, the Chairperson of the Board of Trustees, and the Chairperson of the Fiqh Committee.
The Funeral Assistance Committee shall be responsible for the followings:
(i) Keep up-to-date information on local cemetery lots and funeral homes and their services.
(ii) Gather information regarding legal requirements of the State of South Carolina as well as the Islamic requirements for burial and assist the relatives of the deceased in fulfilling those requirements.
(iii) Contact relatives of the deceased Muslim, if he/she has no relatives in the area.
(iv) Contact the embassy of the country of which the deceased was a citizen, if he/she was not a citizen of this country.
(v) Keep informed of the expenses as well as modes of transportation of the bodies to foreign countries or any other place within this country.
(vi) Keep informed of the cemeteries in the country which have been donated for use by Muslims; and
(vii) Explore the possibilities of buying land in or around Charleston, SC, so as to establish a cemetery for the Muslims of the Mosque
SECTION 6: Youth Activity Committee
The Youth activity committee shall consist of at least three members and be responsible for the following:
(i) Organizing cultural, athletic, and artistic activities based on islamic teachings and doctrines for the youth of the Muslim community.
(ii) Provide mentorship and provide advice to young members of the muslim community; and
(iii) Foster cooperation and coordination with the larger community and other organizations of Charleston among young people from different backgrounds
The regulation of the business and conduct of the affairs of the Mosque shall conform to federal and state income tax laws and any other applicable federal and state law, and such regulation shall be determined by this Constitution and these Bylaws, as they may be amended from time to time. In the interpretation of this Constitution and these Bylaws, wherever reference is made to the United States Code (U.S.C.), the Internal Revenue Code, the South Carolina Code or any other statute, or to any section thereof, such reference shall be construed to mean such Code, statute, or section thereof, and the regulations thereunder, as the case may be, as heretofore or hereafter amended or supplemented or as superseded by laws covering equivalent subject matter.
In case of ambiguity regarding the interpretation of any section(s) of the Constitution and Bylaws, or possible conflict between two or more sections, the joint interpretation of a majority (51%) of the Shura and the Board of Trustees shall be final.
The Mosque may have a corporate seal as determined by the Shura, including an inscription thereon of the name of the Mosque, the year of its incorporation, and the name of South Carolina pursuant to the laws of which the Mosque was organized.
AMENDMENTS TO THE CONSTITUTION AND BYLAWS
SECTION 1: Proposed Amendments
The Board of Trustees, the Shura or any ten (10) Members or ten percent (10%) of the Members, whichever is larger, may propose amendment(s) to the Constitution and Bylaws. The proposal shall be signed by and submitted to the General Secretary who shall mail the proposal to the members and call a Members meeting within two months after the receipt of the proposed amendment(s).
An affirmative vote by 3/4 of the Members present shall be necessary to approve the adoption of any amendment(s).
The quorum requirement for voting on amendments shall be 2/3 (two third) of the Members.
If 2/3 (two third) of the members are not present in a Member meeting called for the purpose of voting on the proposed amendment(s), the meeting shall be adjourned and a second meeting of the Members shall be called for the same purpose within four weeks after the original meeting. At the second and/or all subsequent meetings, a 2/3 (two third) members will be required to constitute the quorum and any amendments proposed and voted upon at that meeting must be adopted by a 3/4 majority of the Members present.
Charge(s) of misdemeanor, misappropriation of funds, fraud, corruption, violation of the constitution, cover-up of such offenses, etc., can be brought against a Member or a group of Members by a petition signed by at least ten (10) or ten percent (10%) of total Members, whichever is larger. The petition shall be submitted to the President and a copy of the same shall be sent to the Chairperson of the Board of Trustees.
The Board of Trustees and the Shura shall meet jointly within two weeks of receipt of the petition in order to set up a panel to consider the charge(s). If the charge (s) is (are) against an Shura Member, the Board of Trustees shall be responsible for calling the meeting for setting up the panel. If the charges are not against one or more Shura members, the Shura shall be responsible for calling the meeting to set up the panel.
The panel shall consist of a Trustee, or Shura member, and four other Members who are not Shura members or Trustees. The Member or the group of Members against whom the charge(s) has (have) been brought shall have the option of choosing by random drawing four names from a basket containing the names of all the Members of the Mosque in good standing for at least six months and the Shura Member who will serve on the panel shall be chosen in a similar way. The person(s) against whom charge(s) has (have) been brought does not qualify to be on the panel.
The Trustee or Shura member, as applicable, on the panel shall be the Chairperson of the panel.
If the Member(s) accused refuses/refuse to exercise the right to draw the names of panel members. the President or his replacement shall draw the names in the presence of the Shura.
The Chairperson of the panel shall fix the time for the first session of the panel within two weeks after the formation of the panel and shall notify, in writing, the panelists at least one week before the scheduled session.
The panel shall hear the charge(s) as well as witnesses from both sides, examine all evidence, and pass a verdict of “Guilty” or “Not Guilty” and determine punitive and/or corrective measures up to and including termination of Membership. If the panel finds clear evidence of criminal violation according to State and/or Federal laws, it may recommend to the Members to consider the possibility of legal suit against the person(s) accused, if a solution is not found within the framework and by-laws of the Mosque. The Shura shall abide by the recommendations of the panel or resort to the general membership.
The panel shall submit a detailed report on its findings and actions to inform the Members through the Mosque’s newsletter.
A member of the Shura or the Board of Trustees or any Associate or Ad Hoc Committee member or an auditor who is indicted or arrested or against whom a criminal trial is pending in a State or Federal Court shall be immediately and automatically suspended from his/her office until he/she is acquitted. If he/she is convicted after all appeals, if any, he/she shall be expelled from his/her office.
A Muslim who desires to talk to the Jama’at after a Fard or Jumaa Prayer shall seek the consent of the Imam and announce it one week before he/she intends to do so. If there is more than one Muslim desiring to address the Jama’at, the Imam shall schedule their talks. A Muslim desiring to address the Jama’at who has not sought consent for the purpose a week earlier shall be allowed to do so if none is scheduled to talk for the day, or may be permitted by the Imam to address the Jama’at on a lower priority basis if some other talk(s) is (are) already scheduled.
Central Mosque of Charleston Property Management
The Shura shall appoint a Resident Manager to attend to or reside in the Mosque.
The Resident Manager shall be a Muslim and may reside at the Mosque.
The tenure of the appointment shall be one year, which may be renewed indefinitely each year by mutual agreement between the Resident Manager and the Shura.
Before the Resident Manager moves into the Mosque or his term is renewed, the Shura and the Resident Manager shall sign an agreement, approved by the simple majority of the Shura, the contract shall include the following items in addition to other items that they consider necessary:
(i) The initial and the final dates of the tenure of the appointment.
(ii) The percentage of utilities (water, electricity, gas, telephone, garbage) to be paid by the resident manager.
(iii) A clear definition of the responsibilities of the Resident Manager, which shall include but not be limited to, the mowing and up-keep of the lawn, keeping the Center and the yard clean according to the Islamic as well as city and county laws, exercising security measures; exercising care to prevent any misuse of telephones, turning of lights and appliances not in use, reporting the misuse, neglect or abuse of the premises to the Shura.
(iv) Keeping a record of the library books.
(v) The Resident Manager shall not be required to pay rent; and
(vi) A monthly stipend may be considered if the Resident Manager has no other source of income
The Mosque may be dissolved and its business and affairs terminated upon a vote of 80% majority of its Members present at a meeting of which written notice mailed to each Member shall be given at leastNinety (90) days previously thereto. Such notice shall state the purpose of the proposed meeting. A 2/3 members will constitute the quorum for such meeting (s). After dissolution is approved, Articles of Dissolution shall be filed with the Secretary of State.
Upon dissolution of the Mosque and after all its debts and expenses have been paid, all its assets which may be legally so distributed shall be distributed in conformity with this Constitution and these Bylaws and for the purposes set forth herein and in the Mosque’s Articles of Incorporation. All remaining assets of the Mosque shall be turned over to the North American Islamic Trust (NAIT) or such other Islamic Center whichare exempt as organizations described in Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code or corresponding sections of any prior or future law, or to federal, state or local governments exclusively for public purposes.
The fiscal year of the Mosque shall end on December 31 unless otherwise determined by the Shura council and Board of trustees.
Any male or female noun or pronoun that may appear in these Bylaws shall be understood to refer to persons of either sex.
Except as otherwise provided by law, whenever any notice is required to be given to any Member or Trustee of the Mosque under the provisions of the South Carolina Code, or under the provisions of the Articles of Incorporation or Bylaws of the Mosque, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, and delivered to the Mosque for inclusion or filing with the minutes or corporate records, shall be equivalent to the giving of such notice.
Each Member shall attempt to avoid discussion of controversial issues that may hurt the feelings of a Member or group of s as well as exercise tolerance and respect the right of other s to their opinions.