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| ARTICLE 1: |
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NAME OF THE ORGANIZATION:
There is hereby established an organization called the Organization for Islamic Learning (the "Organization"). |
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| ARTICLE 2: |
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MISSION STATEMENT:
An organization to promote learning based on Islamic Revelation : the Qur'an and the Sunna of the Prophet Muhammad (S.A.W.) and the Ahlul Bait (A.S.) to cultivate Islamic values.
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| ARTICLE 3: |
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AIMS AND OBJECTIVES
1. The Organization shall have the following aims and objects:
1.1 To encourage the practice of Islam according to Shia Ithna-asheri faith in our day to day life:
- in a way that is stimulating and thought provoking;
- in a manner that encourages learning through participation;
- in a format that is conducive to our environment;
1.2 To foster acts of piety and charity;
1.3 To provide educational seminars, workshops and lectures on the subject of Islam;
1.4 To provide youth camps and relegious retreats in order that participants can learn more about Islam;
1.5 To accept donations, gifts, legacies and bequests for use in promoting the objectives and carrying on the activities of the Organization;
1.6 To create, receive, raise and invest funds and to buy, sell, build, own and let properties in furtherance of the aims and objectives;
1.7 To collaborate and cooperate with other registered charities, as appropriate;
1.8 To inform the public at large about the message of Islam;
1.9 To carry out all other activities in furtherance of the above-noted aims and objectives.
2 This Organization is cognizant of the inherent wealth it has in its membership including its youth and female membership and is committed to using this resource in all its activities by giving them full opportunity and encouragement to participate in its activities.
3 The Organization is a charitable nonprofit organization and its activities shall be carried on without purpose of gain for its members. All profits or other accretions of the Organization shall be used in promoting its aims and objectives.
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| ARTICLE 4: |
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DEFINITIONS
SECTION 1:
In this constitution the following expressions shall have the following meanings:
(a) "Annual General Meeting" means the meeting provided for in Article 10, Section 1.
(b) "Constitution" means this constitution subject to any amendment made in accordance with the provisions herein contained.
(c) "Election Day" means the day in the month appointed by the Management Board every year for the purpose of electing the Directors of the Organization.
(d) "Management Board" means the board comprising of the Directors referred to in Article 11.
(e) "Fiscal Year" means the financial year of the Organization as set out in Article 15.
(f) "General Meeting" means any meeting of the Members of the Organization.
(g) "Member" means an individual who qualifies for Membership in accordance with Article 5 and who has paid his subscription and other dues, if any, in accordance with Article 6.
(h) "Officers" mean the President, Vice-President, Secretary and Treasurer.
(i) "Special General Meeting" means a General Meeting convened pursuant to Article 10, Section 3. |
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| ARTICLE 5: |
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MEMBERSHIP
SECTION 1:
Any person of the full age of eighteen years and over who is in agreement with the aims and objectives of the Organization, shall be eligible to become a member.
SECTION 2:
Application for membership shall be written, on Organization's forms, personally signed, and submitted by the applicant to the Secretary.
SECTION 3:
All membership applications shall contain a statement that the applicant agrees to abide by the Constitution of the Organization and its Bylaws as may be adopted from time to time. |
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| ARTICLE 6: |
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SUBSCRIPTIONS AND DUES
SECTION 1:
Such annual subscriptions and other dues as may be prescribed by the Members from time to time by a resolution passed at a General Meeting shall be payable to the Organization. Such annual subscription shall be due on the first day of the first month of the Organization's Fiscal Year.
SECTION 2:
Any Member who falls in arrears for four months shall ipso facto cease to be a member in good standing and lose all privileges of membership.
SECTION 3:
A member who is not in good standing shall revert to the status of a member in good standing fourteen days after receipt by the Treasurer of all arrears due from such member for the current fiscal year.
SECTION 4:
Members who have resigned and wish to renew their membership shall be required to pay up all arrears of dues, if any, that they were liable to pay on the day of their written resignation.
SECTION 5:
The Management Board may in its discretion, waive payment of all or any portion of the arrears of dues from any Member reinstated in good standing with waiver of arrears of dues.
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| ARTICLE 7: |
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POWERS AND DUTIES OF THE MANAGEMENT BOARD
SECTION 1:
The Management Board shall have the following powers and duties:
(a) to organize and conduct all activities of the Organization;
(b) to administer the affairs of the Organization in all things and make and cause to be made, for the Organization, and in its name, any kind of contract which the Organization may lawfully enter into and, save as herein provided, generally exercise all such powers and do all such other acts and things as the Organization is lawfully entitled to do;
(c) to fill vacancies in the Management Board however caused, so long as a quorum of Directors remains in office, from among members in good standing of the Organization;
(d) to assign such duties and responsibilities to each of the Directors who is not an Officer as it may deem appropriate;
(e) to convene General Meetings;
(f) to appoint an Internal Auditor and such project directors as may be deemed appropriate from time to time.
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| ARTICLE 8: |
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MANAGEMENT BOARD MEETINGS:
SECTION 1:
The Management Board shall meet at least once every month.
SECTION 2:
Meetings of the Management Board may be formally called on the direction of the President, or by the Secretary on direction in writing of at least three Directors.
SECTION 3:
The Management Board may hold its meetings at such time and place as it may from time to time determine.
SECTION 4:
Notice of such meetings shall be delivered, telephoned, faxed, telegraphed or electronically mailed to each Director not less than seven day(s) before the meeting is to take place.
SECTION 5:
No notice of any meeting shall be necessary if all the Directors are present, or if those absent have signified in writing their consent to the meeting held in their absence.
SECTION 6:
The Management Board may appoint a day or days in any month or months at any place or places for regular meetings at an hour to be named and of such regular meeting no notice need be sent.
SECTION 7:
A meeting of the Management Board may also be held, without notice, immediately following any General Meeting.
SECTION 8:
The quorum for the meeting of the Management Board shall be two-thirds of the number of Directors.
SECTION 9:
If all Directors are notified and consent, a meeting of the Management Board may be held be means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate to each other simultaneously, and a Director participating in such a meeting by such means is deemed for the purposes of this Constitution to be present at that meeting.
SECTION 10:
A resolution in writing, signed by all the Directors, is as valid as if it had been passed at a meeting of the Management Board.
SECTION 11:
Questions arising at any meeting of the Management Board shall be decided by a majority of the votes; in cases of an equality of votes, the Chair,in addition to his original vote, shall have a second or casting vote.
SECTION 12:
All votes at any Management Board meetings shall be taken by a ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. |
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| ARTICLE 9: |
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OFFICERS
SECTION 1:
No Officer shall hold more than one office.
SECTION 2:
The procedure for appointing the Officer shall be as prescribed in Article 11.
SECTION 3:
The President:
(a) shall be responsible for the general management and supervision of the affairs and operations of the Organization;
(b) shall chair all General Meetings;
(c) shall, when present, preside at all Management Board meetings;
(d) may appoint, in consultation with the other Directors, such additional project directors with such members thereof and such terms of reference as he may deem appropriate; and
(e) may at his sole discretion expend such amount as is specifically budgeted as Presidential Vote in any given Fiscal Year and be personally accountable to the Members.
SECTION 4:
The Vice - President:
(a) shall exercise the duties and powers of the President during the President's absence, inability or resignation. During the absence, inability or resignation of both, the President and the Vice-President, the duties and powers of the President shall be exercised by such other Officer as the Management Board may appoint;
(b) shall act as a recruiting officer and recommend the names of such Members who in his opinion are best suited to fill the vacancies created in the Management Board either through resignations or expiry of term or otherwise.
SECTION 5:
The Secretary shall:
(a) give notice of the Management Board meetings and General Meetings;
(b) attend all Management Board Meetings, General Meetings and record all facts and minutes of all proceedings in the books kept for that purpose;
(c) ensure that the Constitution, Bylaws and resolutions and amendments thereto passed at General Meetings are kept up to date and are available to Members;
(d) be the custodian of all books, papers, records, correspondence, contracts and other documents belonging to the Organization, which he shall deliver up only when authorized by a resolution of the Management Board to do so and to such person or persons as may be named in the resolution;
(e) be responsible for maintaining an up-to-date inventory of all properties of the Organization, containing a full description of all the articles owned by the Organization and their location, and shall include this inventory in any annual report to the Members;
(f) provide the Chair with an up-to-date list of members in good standing; and
(g) arrange the location of and give publicity to all meetings, lectures, seminars and workshops of the Organization.
SECTION 6:
The Treasurer shall:
(a) keep full and accurate books of account in which shall be recorded all receipts and disbursements of the Organization;
(b) under the direction of the Management Board control the deposit of monies and safekeeping of securities and the disbursements of the funds of the Organization;
(c) render to the Management Board at meetings thereof or whenever required of him, an account of all transactions as treasurer and of the financial position of the Organization;
(d) cause to be prepared financial statements for the purpose of audit and shall present such audited statement at Annual General Meetings;
(e) present a budget for the ensuing fiscal year at Annual General Meetings.
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| ARTICLE 10: |
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GENERAL MEETINGS
SECTION 1:
The Organization shall hold its Annual General Meeting within three months of the end of its Fiscal Year for the purpose of:
(a) receiving the Management Board's report;
(b) receiving the audited financial statements of the Organization for the preceding Fiscal Year;
(c) approving the budget for the ensuing year;
(d) transacting any other business specified in the agenda for the meeting; and
(e) confirming appointment of auditors.
SECTION 2:
A Member wishing to move any resolution at a General Meeting shall give notice thereof in writing to the Secretary no less than fourteen days before the date of the meeting. In the absence of such notice, the Chair may, in his sole discretion, permit a Member to move a resolution.
SECTION 3:
A Special General Meeting of the Organization may be called at any time by the Management Board and shall be called upon requisition in writing signed by at least one-quarter of the number of Members. Every requisition shall state the purpose for which the meeting is required and the meeting shall be convened within thirty days of the receipt of the requisition, failing which the Members who submitted such a requisition may themselves call such a meeting upon giving the prescribed notice to the Members stating the agenda for the meeting.
SECTION 4:
Twenty-one days notice of the General Meetings shall be given to the Members.
SECTION 5:
Ten per cent of the number of Members shall constitute a quorum at General Meetings. In the event of a lack of quorum within one-half hour of the scheduled time of commencement of such meetings, those Members present shall adjourn the meeting to such time and place, not being the same day, as they may determine. In the event of a lack of quorum at the adjourned meeting, those present shall adjourn the meeting at such time and place, not being the same day, as they may determine. Those Members present at such third meeting shall constitute a quorum. |
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