In the name of Allah the Compassionate the Merciful CONSTITUTION OF AZ-ZAHRA CENTER, INC.

Transcription

1 PREAMBLE In the name of Allah the Compassionate the Merciful CONSTITUTION OF AZ-ZAHRA CENTER, INC. The undersigned members of Az-Zahra Center, Inc. ( Az-Zahra ), for themselves and associates, members and successors, being desirous of becoming a corporate body under the Corporation Laws of the State of Kansas, with a view to creating a non-profit corporation through which religious, charitable, educational, cultural, social and sports activities may be conducted in accordance with the provisions of the Constitution and Bylaws of Az-Zahra. ARTICLE I AIMS AND OBJECTIVES A. The name of the non-profit organization shall be Az-Zahra Center, Inc. and its headquarters shall be located in the State of Kansas. B. Az-Zahra shall be incorporated as a non-profit Corporation under the laws of the State of Kansas and a Board of Trustees ( the Board ) shall govern its functions and affairs. Trustees shall be elected for a period of 3 years and the affairs of the Board and Az-Zahra shall be governed under the Bylaws adopted and approved by simple majority of the Board. However, an Executive Committee shall manage the activities of Az-Zahra under this Constitution and as prescribed in the Bylaws. The Executive Committee shall be elected under this Constitution and as provided in the Bylaws. The Board shall have powers and authority to remove any and all members of the Executive Committee in accordance with the Bylaws. Any dispute that cannot be resolved by the Executive Committee shall be referred to the Board and their decision shall be final and binding. C. The current mailing address of Az-Zahra is West 287 th Street, Paola, KS D. The functions and objectives of Az-Zahra shall include the following: 1. To carry out religious, educational, charitable, cultural etc., activities. To assist in conducting religious and other ceremonies such as relating to marriage, birth of a child, making funeral arrangements, etc. To disseminate religious literature and newsletters. Also, endeavor to organize lectures, seminars and similar activities. To create, cultivate and maintain goodwill, amity and understanding

2 between Muslims and non Muslims. To promote goodwill and understanding with members of other faiths. 2. To accept dues, donations, gifts, legacies and bequests, etc. for use in promoting the objectives and carrying out the activities of Az-Zahra. 3. All activities conducted by Az-Zahra shall conform to moral code of conduct required under Islam and also as briefly outlined in Article II, III and V of this Constitution. 4. Az-Zahra is a religious non-profit organization and shall remain as such. 5. The activities of Az-Zahra shall conform to the laws of the United States of America. ARTICLE II STATEMENT OF BELIEFS No activities of Az-Zahra Center, Inc. shall be contrary to the teachings of Fiqh-e-Jafari 1, i.e., the Shia Ithna Ashari 2 school of thought. All activities of this organization shall be conducted according to the beliefs of Fiqh-e-Jafari as stated in this article below. THIS ARTICLE II IN ITS ENTIRETY OR ANY PART THEREOF SHALL NOT BE AMENDED, REPEALED, ABROGATED OR CHANGED IN ANY MANNER WHATSOEVER. A. Belief in the Fundamental Principles of Islam ( Osool-e-Deen i ). These are: 1. Tawheed Belief in the Oneness of Allah, In His essence and attributes (such as: All Knowing, All Powerful and All Wise), and His actions (like: Creation, giving sustenance). 2. Adl (Justice of Allah) Belief that the creation and genesis of all things such as mankind, heavens, earth, matter, vegetations, animals, this world and the Hereafter are based on pure Justice and in all the creation nothing suffers injustice and the whole existence is established on Justice. 3. Nabuwwat Belief in all the Prophets sent by Allah. The first of the Prophets is Adam (A.S. 3 ) and the last is Prophet Muhammad (S.A.W. 4 ). Furthermore, belief in the infallibility of all the Prophets. 4. Imamat Belief in the twelve Infallible Holy Imams 5 after Prophet i The definition of Osool-e-Deen has been kept very brief. Detail explanations of items relating to the principles of Islam are found in various publications of Marja. Reference should be made to these publications for any clarification. Page 2 of 13

3 Muhammad (S.A.W.) appointed by Allah (S.W.T.) as divine guides for mankind. The first of these twelve Imams is Ali Ibn Abi Talib (A.S.), the immediate successor of Holy Prophet Muhammad (S.A.) and last one is the twelfth Holy Imam, (Hadhrat Hujjat ibn Al Hassan Al-Mahdi (A.S.). who is in the major occultation, known as (Ghaibate-Kubra 6 ) and he is the Awaited Savior. During his absence, the followers are obligated to seek guidance from the most pious Islamic erudite (Marja 7 ) of their own time as instructed by the twelfth Imam himself. 5. Ma aad Belief in the Day of Judgment. B. Practical Principles: (Furoo-e-deen ii ). Consists of the following obligatory acts: 1. Salaat The five daily obligatory Prayers 2. Sawm Fasting from dawn to dusk in the month of Ramadhan 3. Hajj Once in a lifetime performance of pilgrimage to Mecca during the month of Zilhajj by those who can meet the expenses of journey. 4. Zakaat Obligation to pay Zakat (religious tax on goods, grains and animals.) 5. Khums Obligation to pay one-fifth of annual net savings 6. Jehad To struggle, (an internal and external effort to create harmony, balance, peace and justice in the world.) 7. Amr-Bil-Maroof To promote virtue 8. Nahi-Anil-Munkir To prevent reprehensible 9. Tawalla Adherence to the Holy Prophet Muhammad (S.A.W.) and his progeny consists of his immaculate daughter Fatima (A.S.), and twelve Infallible Imams (A.S.) 10. Tabarra To dissociate, and express displeasure from those who are hostile to Prophet Muhammad (S.A.W.) and his Holy Progeny (S.A.). ii The definition of Furoo-e-deen has been kept very brief. Detail explanations of items relating to practice of Islam are found in various publications of Marja. Reference should be made to these publications for any clarification. Page 3 of 13

4 ARTICLE III PROCLAMATION A. The members of Az-Zahra recognize that all meetings, business and activities of Az-Zahra shall be conducted in accordance with the faith enumerated in Article II. The members recognize that Prophet Muhammad (S.A.) left behind two valuable source of guidance for His followers; namely: 1. The Holy Quran, the words of Allah as revealed to Prophet Muhammad (S.A.), and 2. The Ahlul-Bayt 8, i.e., the twelve Holy Infallible Imams and Fatimah, the Holy infallible daughter of Holy Prophet Muhammad (S.A.). B. THIS ARTICLE III IN ITS ENTIRETY OR ANY PART THEREOF SHALL NOT BE AMENDED, REPEALED, ABROGATED OR CHANGED IN ANY MANNER WHATSOEVER. ARTICLE IV RESIDENT ISLAMIC SCHOLAR A. The Board shall be responsible to find a person who conforms to the beliefs enumerated in Article II, III and V of this Constitution to serve as an Islamic Scholar for Shia Ithna Ashari Community. The Board shall accomplish this objective as and when determined to be feasible by the Board. The Board shall be the sole authority to appoint and remove such Islamic Scholar. Judgment of the Board in this regard shall be final and binding. ARTICLE V GUIDANCE OF A MARJA A. As prescribed in the Bylaws, the Board shall adopt a resolution and name a living Marja from whom guidance shall be sought in matters relating to Az-Zahra Center and its activities. This Marja shall be the main Marja and point of contact. In case several persons are recognized as Marja, the Board shall name no more than three Marja, including the main Marja. Guidance may be sought from the other two Marja in cases where the main Marja is unable to provide guidance. The Resolution shall clearly state the name of the second Marja to be consulted in the event the main Marja is unable to provide guidance. In the event the second Marja is unable to provide guidance, the third Marja should be contacted. In the event none of the three appointed Marja is able to provide guidance, the Board shall seek guidance from any other recognized Marja as provided in the Bylaws. In the event of the death of any of the three Marja, the Board shall by a resolution fill the spot by adopting the name of other recognized Marja, if available at that time. At no time, Az-Zahra affairs shall be carried out unless an approved resolution adopting the name of a living main Marja is on record. B. The Board shall have the sole authority to communicate with the main or any other Marja on behalf of Az-Zahra. No other person or persons shall communicate with any Marja on behalf of Az-Zahra. Page 4 of 13

5 C. THIS ARTICLE V IN ITS ENTIRETY OR ANY PART THEREOF SHALL NOT BE AMENDED, REPEALED, ABROGATED OR CHANGED IN ANY MANNER WHATSOEVER ARTICLE VI MEMBERSHIP A. The membership of Az-Zahra is open to any person, 18 years or older, who agrees to obey and abide by the Constitution and Bylaws of Az-Zahra. Each member shall affirm to this effect in writing. Failure to do so may result in termination of membership. B. Any person as stated in A above must apply for membership on the prescribed membership form along with membership dues. The Executive Committee will affix the membership dues. C. No membership application shall be considered unless it contains recommendation of an existing member in good standing. The Executive Committee shall review the membership application for completeness and to ensure that all requirements of the Constitution and Bylaws relating to membership have been met. The decision of the Executive Committee to accept or reject the membership application shall be final. In the event the application is rejected, membership dues accompanying the application shall be refunded to the applicant. D. Dues may be paid annually, quarterly or monthly. The annual dues shall become payable on the fifteenth day of each calendar year. At the time of first application, the dues shall be pro-rated on a monthly basis, starting with the month in which the application is made. E. The Board may assess additional charges and fees subject to approval of the General Body of members in good standing, for specific purposes, such as a building or maintenance fund. F. The Board, as it deems fit, may prescribe or approve charges or fees for special purposes, events or activities such as dinners, lectures, classes, etc. ARTICLE VII RIGHTS OF MEMBERS A. Members in good standing 9 shall have the right to attend and participate in the activities of Az-Zahra, such as, the right to vote in the election of the Board and the Executive Committee, review the annual-reports, budget and future plans presented by the Executive Committee and to vote on any matter of business put to vote in the General Body as prescribed under the Bylaws. B. As shall be provided for in the Bylaws, voting rights in the General Body meetings shall be limited only to those members in good standing who have been a member for at least 6 months prior to the date of the meeting, as certified by the Page 5 of 13

6 Secretary of the Executive Committee. C. An individual member shall have one vote and a family 10 shall have a maximum of two votes. In the event only one spouse is present and has a written authorization from the other spouse to cast vote on his/her behalf, the spouse present may cast a vote on behalf of his/her spouse. D. Members in good standing, who have the right to vote as described in this section shall constitute the General Body of voting members for voting, elections quorums, etc. E. A member may resign by sending a written resignation to the President or Secretary of Az-Zahra. ARTICLE VIII BOARD OF TRUSTEES AND THE EXECUTIVE COMMITTEE A. Board of Trustees - Formation The General Body of Az-Zahra at its first meeting under this constitution shall elect not less than five and not more than seven of its members to constitute a Board of Trustees. These members shall be appointed for a term of three (3) years. The Board shall adopt Bylaws to govern the affairs of the Board and Az-Zahra. The Board shall be the final arbiter of all disputes in Az-Zahra except those pertaining to the Sharia. All decisions and actions taken by the Board shall be final and binding. B. Board of Trustees - Composition 1. Qualification of a Trustee a. Be an active member in good standing of Az-Zahra. b. Must be a resident of either Kansas or Missouri. c. Must have not been convicted of any criminal offense, except minor traffic violations. d. Must not engage in activities unbecoming of a decent law abiding citizen. e. Must agree to abide by the laws of the United States of America and the States of Kansas and Missouri. f. Must be U.S. citizen or Permanent Resident of the United States of America. g. Must declare on prescribed form that he/she conforms to Article II, III and V of this Constitution. This clause g SHALL NOT BE AMENDED, REPEALED, CHANGED OR ABROGATED IN ANY MANNER WHATSOEVER. Page 6 of 13

7 2. Election of the Board of Trustees a. The General Body upon adoption of this constitution shall immediately elect, by a vote of simple majority, not less than five and not more than seven of its members to serve as Trustees for a period of three (3) years as stated in clause A of Article VIII of this Constitution. Election of these members shall be based on the rules relating to election adopted by the General Body on the day of election. Thereafter, election to the Board shall be conducted according to the Bylaws. b. In the event of resignation, removal or death of a trustee, the position shall be filled as prescribed under the Bylaws. 3. Responsibilities of the Board of Trustees a. The Board at its earliest convenience shall adopt the Bylaws and a simple majority of the Board shall approve the Bylaws. The Full Board by a simple majority may amend, repeal or change any provision of the Bylaws. No General Body approval shall be required for adoption, amendments or changes to the Bylaws. b. To hold in trust the title to the assets of Az-Zahra. c. To determine, approve or reject short term and long-term strategies of Az- Zahra and to ensure that appropriate measures are taken to implement these strategies and goals. d. To intervene in case of any emergency (as determined by the Board) and suspend any or all activities and/or financial transactions of Az-Zahra. Provided such activities or financial transactions, in the opinion of the Board, are against the principles, objectives and policies of Az-Zahra. The Board may allow and permit those activities and transactions that in their judgment are needed for the day-to-day operations of Az-Zahra. As provided for in the Bylaws, the full Board may suspend the entire Executive Committee if in their judgment the Executive Committee is functioning in a manner contrary to the interests, goals and objectives of Az-Zahra. e. The Board shall be the sole authority to represent Az-Zahra or correspond with anyone outside Az-Zahra. No other person or persons shall represent Az-Zahra to any other person or persons. f. The Board shall be the custodian of the seal of Az-Zahra, all records and accounts of Az-Zahra and the membership roster. g. A Board member may resign or be removed from office as prescribed in the Bylaws. Page 7 of 13

8 4. Meetings of the Board of Trustees a. The Board shall meet as often as required under its Bylaws. b. Meeting of the Board shall be conducted in accordance with the rules provided in its Bylaws. C. The Executive Committee - Composition 1. Qualifications a. To be eligible for election for Executive Committee, a member must be a member in good standing of Az-Zahra. b. Must not have been convicted of any criminal offense except minor traffic violation. c. Must not engage in any activity unbecoming of a good law abiding citizen. d. Must declare on the prescribed form that he/she conforms to Article II, III and V of this Constitution. This clause d SHALL NOT BE AMENDED, REPEALED, CHANGED OR ABROGATED IN ANY MANNER WHATSOEVER. 2. Elections a. The executive committee will consist of five members. As prescribed in the Bylaws, the General Body shall elect four of these members and one member will be appointed by the Board. Members will serve on the Executive Committee for a period of one (1) year. b. The Executive Committee shall elect its Officers 11 such as President, Secretary, Joint Secretary and Treasurer. The Board shall nominate an appropriate person to serve as Vice President of the Executive Committee. c. In the event of resignations, removal or death of a member 12 of the Executive Committee, the Board shall appoint a member to serve the remainder of the term of such member who has resigned, been removed or deceased. d. Elections to the Executive Committee shall be held once every year. The Board shall determine the exact date, place and time of election. e. Election shall be held in accordance with the rules set forth in the Bylaws. 3. Meetings a. The first meeting of the Executive Committee each year shall be held within Page 8 of 13

9 30 days of its election. b. A quorum for the meeting of the Executive Committee shall consist of twothird (2/3 rd ) of the members of the Executive Committee. c. All decisions of the Executive Committee in its meetings shall be made under the rules prescribed in the Bylaws. 4. Responsibilities of the Executive Committee a. Plan and implement activities consistent with the aims and objectives of Az- Zahra as outlined in this Constitution. b. To plan events and programs for the community and including activities to impart education. c. To obtain proper budgetary approval from the Board before presenting the same to the General Body and to provide proper records relating to all financial transactions. d. Execute the decisions of the Board for holding and conducting meetings, elections, etc. e. The Executive Committee shall keep the Board informed of all its activities. f. The Executive Committee shall not proceed with any activity, which in the opinion of the Board, is not in the interest of Az-Zahra. Such decision of the Board shall be final and binding upon the Executive Committee. ARTICLE IX FINANCES A. The Board shall determine the bank or banks where accounts should be maintained for the purpose of deposits/withdrawals of funds of Az-Zahra. The Board shall also determine the number of accounts that should be maintained. B. The Board shall be the sole body that shall have control of all bank accounts and assets of Az-Zahra. The Board shall have the sole authority to apply for loan on behalf of Az-Zahra. Neither the Executive Committee nor any member shall have the right to bind Az-Zahra for any debt or financial obligation. ARTICLE X REMOVAL OF OFFICE BEARERS A. If any member of the Board or Executive Committee is absent from three consecutive regularly scheduled meetings held at least three weeks apart without notifying the President or Secretary the reasons for his/her absence as recorded in the minutes, such officer shall be considered to have vacated his/her office. Page 9 of 13

10 B. Any member of the Board or Executive Committee may be removed from office as prescribed in the Bylaws. ARTICLE XI GENERAL BODY MEETINGS A. The General Body meeting of Az-Zahra shall be held each year. In addition to the annual General Body meeting, one additional General Body meeting may be held in each calendar year. The time, date and place of all General Body meetings shall be fixed by a Resolution of the Board and a minimum of 15 days notice in writing shall be given to the members constituting the General Body. Such notices shall be mailed to the last known address of the members. During the annual General Body meeting the following item of business may be transacted. 1. Reading of the minutes of the last General Body meeting and obtaining the approval. 2. Annual report of the Executive Committee describing achievements, current status and future plans. 3. Report of the Treasurer. 4. Report of committees, if any. 5. Election to the vacant positions of the Executive Committee, if approved by the Board. 6. Discussion of any other matter referred to the meeting by the Board or brought up by any member of the General Body B. Special General Body Meeting 1. The Secretary may call special General Body Meeting of Az-Zahra only if directed by the Board. The Board may direct the Secretary to call a special General Body meeting, if two-third (2/3 rd ) of the members in good standing constituting the General Body, submit a written request to the Board for a special meeting of the General Body. Such written request must provide the specific reasons for such a meeting and demonstrate to the satisfaction of the Board that the issues cannot be resolved without a special meeting of the General Body. If the Board concludes that the issues require immediate attention and cannot be resolved without a special meeting of the General Body, the Board shall instruct the Secretary to call such a meeting. The Board shall determine the date, place and time for all such special General Body meetings. 2. Notice of such meeting shall be given to members in good standing as provided for the annual meeting and such notice shall specify the nature of business to be transacted. Page 10 of 13

11 C. Quorum 1. The quorum of a General Body meeting shall be at least half (1/2) of the total current members in good standing constituting the General body. However, quorum for General Body meetings shall not be complete unless four trustees of the Board are present. ARTICLE XII AMENDMENTS TO THE CONSTITUTION A. Any member in good standing may submit in writing to the Board to amend or repeal any provision of this Constitution, except the provisions of Article II, III, V, VIII (B)(1)(g) and VIII (C)(1)(d) that cannot be amended, repealed, abrogated or changed under this Constitution. If approved by two-third majority of the Board, proposal for such amendment shall be submitted to the General Body at any General Body meeting of Az-Zahra. An amendment shall not be effective unless two-thirds (2/3 rd ) majority of the members present at the General Body meeting approve such amendment. The Secretary, at the direction of the Board, shall mail notice of such proposed amendment to the members of Az-Zahra at least 15 days before the meeting is scheduled. B. The quorum of a General Body meeting considering amendment or repeal to any provisions of the Constitution shall be at least two-third (2/3 rd ) of the total current members in good standing constituting the General body, two-third (2/3 rd ) of all members of the Board and two-third (2/3 rd ) of all the members of the Executive Committee. ARTICLE XIII DISSOLUTION A. Az-Zahra shall be deemed to have dissolved in the event principles of Article II, III and V of this Constitution cannot be maintained or enforced in connection with Az-Zahra activities. B. Upon actual or deemed dissolution of Az-Zahra the Board shall, after paying or making provision for the payment of all liabilities of Az-Zahra, dispose of all the assets of Az-Zahra exclusively for the purposes that meet the aims and objectives of Az-Zahra as outlined in this Constitution. The assets shall be disposed of in such manner, or to such organization or organizations organized and operated for the purpose as those of Az-Zahra. Such organization must conform to the beliefs as outlined in Article II, III and V of this Constitution and be involved in promoting religious activities. If no such organization is found in a timely manner then the entire assets shall be handed over to any organization as directed by the Marja under Article V above. Page 11 of 13

12 GLOSSARY OF TERMS The following terms used in this Constitution and Bylaws shall bear the meaning as provided in the endnotes of this document. Each term has been referenced to the main body of the document as and when the term first appeared in the document. 1 Fiqh-e-Jafari is the jurisprudence of Islam followed by the believers of the twelve Holy infallible Imams and are also known as Shia Ithna Ashari 2 Shia Ithna Ashari refers to the branch of Shia School of Thought that believes in the divinely appointed twelve Holy infallible Imams after Prophet Muhammad (S.A.) 3 A.S. is an abbreviation for Alaihis Salaam. It means peace be upon him/her 4 S.A.W. is an abbreviation for Sallalaho alihey wa alahey wa sallam. This means peace be upon him and his progeny. This statement is reserved only to address Holy Prophet Muhammad (S.A.W.) 5 Imam refers to the twelve Holy and Infallible Imams who succeeded the Holy Prophet Muhammad (S.A.). They are as follows: 1. Ali Al-Murtaza son of Abu Talib, cousin of the Holy Prophet Muhammad (S.A.) and the husband of Fatimah (A.S.), the daughter of Holy Prophet Muhammad (S.A.) 2. Hasan Al-Mujtaba son of Ali (A.S.) and Fatimah (A.S.) 3. Husain Al-Shaheed son of Ali (A.S.) and Fatimah (A.S.) 4. Ali Zainul Abedin (A.S.) son of Husain (A.S.) 5. Muhammad Al-Baqar (A.S.) son of Ali Zainul Abedin (A.S.) 6. Jafar As-Sadiq (A.S.) son of Muhammad Al-Baqar (A.S.) 7. Musa Al-Kazim (A.S.) son of Jafar As-Sadiq (A.S.) 8. Ali Ar-Reza (A.S.) son of Musa Al-Kazim (A.S.) 9. Muhammad Al-Taqi (A.S.) son of Ali Ar-Reza (A.S.) 10. Ali Un-Naqi (A.S.) son of Muhammad Al-Taqi (A.S.) 11. Hasan Al-Askari (A.S.) son of Ali Un-Naqi (A.S.) 12. Muhammad Al-Mahdi (A.S.) son of Hasan Al-Askari (A.S.) Page 12 of 13

13 6 Ghaibath-e-Kubra refers to the fact that the twelfth Imam had two period of occultation. The first occultation was the minor occultation known as Ghaibath-e-Sughra. During this period he provided guidance through his appointed deputies. After the passing away of his fourth deputy, the Twelfth Imam, by order of Allah, went into major occultation, which continues to this day. This current period of major occultation is known as Ghaibath-e-Kubra. During this period of major occultation he has instructed his followers to seek guidance from scholars who are highly knowledgeable about Islamic jurisprudence. Such scholars are also referred to as a Marja. 7 Marja is a term that refers to a Shia Ithna Ashari Islamic scholar who by his research and piety has attained a very high degree of knowledge about jurisprudence of Islam. He generally publishes his edicts know as Tauzihil Masail (i.e., various issues affecting practical life and their solutions under Islamic jurisprudence). Such person is generally recognized among the Shia Ithna Ashari school of thought as a person of high learning and piety and is referred to as a Marja. Example of a past Marja is Mohsin-ul-Hakim Tabatabai (now deceased). 8 Ahle Bayt specifically refers to the Holy and infallible members of the household of the Holy Prophet Muhammad (S.A.) and consists of Fatimah, daughter of the Holy Prophet Muhammad (S.A.), Ali son of Abu Talib (A.S.), Hasan son of Ali (A.S.) and Husain son of Ali (A.S.). Generally, this term also includes the remaining nine Holy infallible Imams. 9 Members in good standing refer to those members who are up to date on their membership dues, not in violation of the Constitution or Bylaws of Az-Zahra, (e.g., who have not been convicted of crime in the U.S.) and have not been suspended by the Board as prescribed under the Bylaws. 10 The term family with reference to family membership includes husband, wife and their dependent children 11 Officers of the Executive Committee are those members of the Executive Committee who have been designated as President, Vice President, Secretary, Joint Secretary and Treasurer. 12 Member of the Executive Committee means a member of Az-Zahra in good standing who has been elected by the General Body to serve on the Executive Committee. Page 13 of 13