CONSTITUTIONAL BY-LAWS OF IMAM ALI (A.S.) CENTER

Transcription

1 CONSTITUTIONAL BY-LAWS OF IMAM ALI (A.S.) CENTER PREAMBLE Imam Ali (A.S.) Center (IAC) is a non-profit organization through which religious, charitable, educational, cultural, social and sports activities may be conducted in accordance with the provision of its Constitutional By-Laws. IAC declares itself to be independent and not a subsidiary of any other organization. IAC should not be held responsible, legally or otherwise, for any other institution or special interests group in any form or held in obligation to participate in any religious or social activity. This constitution is subdivided into XV Articles. ARTICLE I AIMS AND OBJECTIVES OF IAC A: The name of the non-profit corporation shall be IMAM ALI (A.S.) CENTER, INC. (IAC) and its headquarters shall be located in the State of Georgia. B: Current mailing address of IAC is. C: IAC shall be incorporated as a non-profit Corporation under the laws of the State of Georgia and a Board of Trustees (BOT) shall govern its functions and affairs by ensuring that the overall actions involving decisions and policies are just (adl). However, a Board of Directors (BOD) shall manage the daily activities by providing the professional administrative leadership in keeping viable and functioning operations at the center. BOD is expected to maintain daily operations consistent with publicly announced yearly plans. BOT shall have powers and authority to remove any and all members of the BOD in accordance with the By-Laws. Any dispute that cannot be resolved by the BOD shall be referred to the BOT and their decision shall be final and binding. D: The functions and objectives of IAC shall include the following:. a. To carry out religious, educational, literary, charitable, sports and cultural activities b. To assist in conducting religious and other ceremonies such as relating to marriage, birth of a child, making funeral arrangements, etc. c. To provide charitable assistance to the needy and disabled. Also, provide financial assistance to the needy students. d. To publish religious literature and newsletters. Also, endeavor to organize lectures, seminars and similar activities. e. To create, cultivate and maintain goodwill, amity and understanding between members and non-members. f. To promote goodwill and understanding with members of other faiths. g. To accept membership dues, donations, gifts, legacies and bequests, etc. for use in promoting the objectives and carrying out the activities of IAC. h. All activities conducted by the IAC shall conform to moral code of conduct required under Islam and also as briefly outlined in Article II, III, and V of this Constitution. i. IAC is a religious non-profit organization and shall remain as such. j. The activities of IAC shall conform to the laws of the United States of America. ARTICLE II STATEMENT OF BELIEFS No activities of IAC shall be contrary to the teachings of Fiqh-e-Jafaria, i.e., the Shia Ithna Ashari school of thought. All activities of this organization shall be conducted according to the beliefs of Fiqh-e-Jafaria as stated in this article below. THIS ARTICLE II IN ITS ENTIRETY OR ANY PART THEREOF SHALL NOT BE AMENDED, REPEALED, Constitutional By-Laws of Imam Ali (A.S.) Center, Inc. Page 1 of 12

2 ABROGATED OR CHANGED IN ANY MANNER WHATSOEVER. A. Belief in the Fundamental Principles of Islam ( Osool-e-Deen ). These are: 1. Tawheed Belief in the Oneness of Allah, who is unseen, just and living Supreme Being. 2. Adl Belief in the Justice of Allah. 3. Nabuwwat Belief in all the Prophets sent by Allah. The first of the Prophets is Adam (A.S.) and the last is Prophet Muhammad (S.A). Also, believe in the infallibility of all the Prophets. 4. Imamat Belief in the twelve infallible Holy Imams after Prophet Muhammad (S.A.) that were appointed by Allah as divine guides for mankind. The first of these twelve Imams is Ali son of Abu Talib (A.S.), the immediate successor of Holy Prophet Mohammed (S.A.) and last of whom is the twelfth and the present Imam Muhammad Al-Mehdi (A.S.). As instructed by the twelfth Imam himself, during his absence (major occultation, also known as Gaibath-e- Kubra), the followers are obligated to seek guidance from the most learned Islamic scholar and/or scholars of their time. Such scholar is generally referred to as Marja by followers of Fiqh-e-Jafaria. 5. Qiyamat Belief in the Day of Judgment. B. Practice of the faith (Furoo-e-deen). The practice of faith is a demonstration that a person has accepted the principles of the faith of Islam. These are: 1. Prayers The five daily obligatory Prayers. 2. Fasting Fasting from dawn to dusk in the month of Ramadhan. 3. Charity Obligation to pay Zakat (charity). 4. Khums Obligation to pay one-fifth of annual savings. 5. Haj Performance of pilgrimage to Kaba once in lifetime during the month of Zilhajj. 6. Jehad To struggle against temptations. 7. Amr-Bil-Maroof To encourage virtue and peace. 8. Nahi-Anil-Munkir To discourage vices and violence. 9. Tawalla To associate and be pleased with the ways of the Prophet Muhammad (S.A.) and the infallible twelve Imams and Fatimah, the daughter of Holy Prophet Muhammad (S.A.). 10. Tabarra To disassociate, keep aloof and express displeasure from the evil ways of those who oppose Prophet Muhammad (S.A.) and the infallible twelve Imams and Fatima, the daughter of Holy Prophet Muhammad (S.A.). ARTICLE III PROCLAMATION A. The members of the IAC recognize that all meetings, business and activities of the IAC 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 SWT as revealed to Prophet Muhammad (S.A.), and 2. The Ahlul-Bayt, i.e., the twelve Holy infallible Imams and Fatima, the Holy infallible daughter of Holy Prophet Muhammad (S.A.). Constitutional By-Laws of Imam Ali (A.S.) Center, Inc. Page 2 of 12

3 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 The BOT 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 BOT shall accomplish this objective as and when determined to be feasible by the BOT. The BOT shall be the sole authority to appoint and remove such Islamic Scholar. Judgment of the BOT in this regard shall be final and binding. Resident Islamic Scholar must profess and practice the beliefs outlined in Article II, III, and V of this constitution. THIS CRITERIA FOR ISLAMIC RESIDENT SCHOLAR SHALL NOT BE AMENDED, REPEALED, ABROGATED OR CHANGED IN ANY MANNER WHATSOEVER. The term of appointment for a Resident Islamic Scholar shall be two (2) years subject to review/approval every two (2) years by the BOT. ARTICLE V GUIDANCE OF A MARJA A. The Board of Trustees shall adopt a Resolution and name a living Marja from whom guidance shall be sought in matters relating to the IAC and its activities. This Marja shall be the main Marja and point of contact. In case several persons are recognized as Marja, the BOT shall name no more than four Marja, including the main Marja. Guidance may be sought from the other three 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, and so on. In the event none of the four appointed Marja is able to provide guidance, the BOT shall seek guidance from any other recognized Marja. In the event of the death of any of the three Marja, the BOT shall by a Resolution fill the spot by adopting the name of other recognized Marja, if available at that time. At no time, the IAC affairs shall be carried out unless an approved Resolution adopting the name of a living main Marja is on record. B. The BOT shall have the sole authority to communicate with the main or any other Marja on behalf of the IAC. No other person or persons shall communicate with any Marja on behalf of the IAC. 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 the IAC is open to any person who is 18 years of age or older, agrees to obey and uphold the principles and purposes of the IAC and abide by the Constitution and Bylaws of the IAC. Each member shall affirm to this effect in writing. Failure to do so shall 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. No membership application shall be considered unless it contains recommendation of an existing member in good standing. A Membership Committee appointed by the BOD 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 Membership 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. C. Family membership dues shall be U.S. $ per year. Individual or single membership dues shall be U.S. $50.00 per year. A dependent student 18 years of age or older belonging to a family who has a family membership shall pay annual dues of U.S. $10 per year, provided the family membership is in good standing. Membership dues shall be fixed by the BOT and revised from time to time, subject to approval of the General Body of members in good standing. D. Dues may be paid annually, quarterly or monthly; according to Islamic Calendar. The annual dues shall become payable on the first day of Muharam. 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. Constitutional By-Laws of Imam Ali (A.S.) Center, Inc. Page 3 of 12

4 ARTICLE VII RIGHTS OF MEMBERS A. Members in good standing (e.g., those who have paid their dues and have not been suspended, for any reason including non-payment of dues) shall have the right to attend and participate in the activities of the IAC, such as, the right to vote in the election(s), review the annual-reports, budget and future plans presented by the Board of Directors and to vote on any matter of business put to vote in the General Body as prescribed under these By-laws. B. As shall be provided for in the Bylaws, voting rights in the General Body meetings (including the annual and special meetings) shall be limited only to those members in good standing who have been a member for at least 100 days prior to the date of the meeting, as certified by the Secretary of IAC. Similarly, a member whose dues are not up-todate, a month prior to the meeting is ineligible to vote in that particular meeting. C. An individual (or single) member shall have one vote and family member shall have a maximum of two votes. For family member to exercise the right to cast two votes, both spouses must be present at the meeting. 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 IAC. F. Each member of IAC is responsible to provide his/her updated contact information (phone number, , and mailing address) in case of any change to his/her previously provided contact information. ARTICLE VIII IAC GENERAL BODY The General Body of IAC consists of all members of IAC; only the members in good standing are eligible to vote. A. The General Body shall meet once a year to hear the progress report from the Board of Directors and to make necessary decisions. The BOD will inform each member in writing about the time and place minimum 15 days prior to the meeting. B. The BOD can call an emergency meeting by informing each member in writing about the time and the place at least 10 days prior to the meeting. C. Meeting information may be delivered to members by , mail, text, or notice by flyer. ARTICLE IX GENERAL BODY MEETINGS A. Annual General Body Meeting Annual General Body Meeting of the IAC 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 of Trustees and a minimum of 15 days notice in writing shall be given by BOD 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 Board of Directors describing achievements, current status and future plans. 3. Report of the Treasurer. 4. Report of committees, if any. 5. Election to the vacant position(s) of the BOD / BOT. Constitutional By-Laws of Imam Ali (A.S.) Center, Inc. Page 4 of 12

5 6. Discussion of any other matter referred to the meeting by the Trustees 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 the IAC only if directed by the BOT. The BOT may direct the Secretary to call a special General Body meeting if two-third (2/3) of the members in good standing constituting the General Body submits a written request to the BOT 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 BOT that the issues cannot be resolved without a special meeting of the General Body. If the BOT concludes that the issues require immediate attention and cannot be resolved without a special meeting of the General Body, the BOT shall instruct the Secretary to call such a meeting. The BOT 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. C. Quorum The quorum for all General Body meetings of the IAC shall be at least 60% of the members of the General Body. However, quorum for General Body meetings shall not be complete unless at least three trustees of the BOT are present in such meeting. ARTICLE X IAC BOARD OF TRUSTEES A. BOT Formation There are five trustee members. The General Body elects the trustees for a term of ten (10) years. The Board of Trustees shall adopt Bylaws to govern the affairs of the Board of Trustees and IAC. The Board of Trustees shall be the final arbiter of all disputes in the IAC. All decisions and actions taken by the Board of Trustees shall be final and binding. B. BOT Qualification a. Must be an active member of IAC in good standing for at least five (5) consecutive years prior to the election. b. Must conform to the moral laws as prescribed by Islam and have not been convicted of any criminal offense, except minor traffic violations. c. Must not engage in activities unbecoming of a decent law abiding citizen. d. Must agree to abide by the laws of the United States of America and the State of Georgia. e. Must be U.S. citizen or permanent resident of the United States of America. f. Be respected for his/her piety (Taqwa) and knowledge of Islamic principles. g. Be willing to improve the Islamic community according to the teaching of Islam as described in Article II, III, and V of this Constitution. h. Be able and willing to sign all the financial documents of IAC. i. Take oath of office as prescribed in Article XV. j. Must declare on prescribed form that he/she conforms to Article II, III, and V of this Constitution. This clause j SHALL NOT BE AMENDED, REPEALED, CHANGED OR ABROGATED IN ANY MANNER WHATSOEVER. Constitutional By-Laws of Imam Ali (A.S.) Center, Inc. Page 5 of 12

6 C. BOT Responsibilities a. The BOT at its earliest convenience shall adopt the Bylaws and a simple majority of the BOT shall approve the Bylaws. The BOT by a simple majority may amend, repeal or change any provision of the Bylaws except article II, III, and V, and then it shall send for General Body s approval in its annual or a special meeting. b. Set goals and approve plans developed by the Board of Directors (BOD). c. Interpret the Bylaws of the IAC. d. Monitor and supervise all IAC programs. e. Supervising the IAC elections held by an Election Committee appointed by the BOD. f. Verify the qualifications of the Board of Directors candidates. g. Confirm or reject the removal of a director from the Board of Directors under the approval of the Board of Directors. h. Be an active participant in the BOT. i. BOT must approve the annual budget of the IAC passed by the Board of Directors. j. To hold in trust the title to the IAC s Real Estate and all other assets, including cash. k. To determine, approve or reject short term and long-term strategies of the IAC and to ensure that appropriate measures are taken to implement these strategies and goals. l. To intervene in case of any emergency (as determined by the BOT) and suspend any or all activities and/or financial transactions of the IAC. Provided that such activities or financial transactions, in the opinion of the BOT are against the principles, objectives and policies of IAC. The BOT may allow and permit those activities and transactions that in their judgment are needed for the day-to-day operations of the IAC. As provided for here in the Bylaws, the BOT may suspend the entire Board of Directors if in their judgment the Board of Directors is functioning in a manner contrary to the interests, goals and objectives of the IAC. m. The BOT shall be the sole authority to represent the IAC or correspond with anyone outside the IAC on behalf of the IAC. No other person or persons shall represent the IAC to any other person or persons. n. The BOT shall be the custodian of the seal of the IAC, all records and accounts of the IAC and the membership roster. o. Deciding about the amount of the membership fee. The BOT 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. p. The BOT, as it deems fit, may prescribe or approve charges or fees for special purposes, events or activities such as dinners, lectures, classes, quiz, festival, etc. D. BOT The Structure of the Board of Trustees The majority of votes by Trustees will decide following three positions for every two years: Chair Person of the Board of Trustees The responsibility of the Chair is as follows: a. Presides over the meetings of the BOT. b. Call the emergency meeting of the BOT. Constitutional By-Laws of Imam Ali (A.S.) Center, Inc. Page 6 of 12

7 Secretary of the Board of Trustees The responsibility of the Secretary of BOT is as follows: a. Announcing the meetings of BOT. b. Keep and made available the minutes of the meetings to the members upon request. c. Maintaining all the official documents of the IAC. d. Acts as point of contact in BOT. e. Acts as representative of IAC in the Secretary of the State of Georgia office. Secretary Finance of the Board of Trustees a. Acts as Chief Financial Officer of IAC by maintaining and reconciling all accounts of IAC. b. Prepare Quarterly and Annual Financial statements of IAC. c. After due discussion(s) among BOT, signs the annual budget presented by BOD. E. BOT Removal and Resignation of the Trustees A trustee can voluntarily resign. A trustee can be removed if 3 of the 5 trustee members suggest that he or she is not appropriate for the position and the General Body approves it by majority of the votes. The vacant position in the BOT shall be filled at the General Body annual meeting. If more than one trustee positions are vacant, a special General Body meeting shall be called within 60 days to fill these positions. ARTICLE XI IAC BOARD OF DIRECTORS (BOD) A. BOD Formation The Board of Directors of IAC shall be responsible for the execution of the overall policies, plans, directions and mandates of the IAC as and when mandated by the BOT from time to time. The BOD shall provide visionary leadership in running the daily affairs of IAC in best possible ways and promote the cause of the IAC. There are six (6) members of the BOD who are elected by the General Body for one (1) year. The appointed Resident Islamic Scholar shall be a voting member of the BOD in addition to the elected directors. B. BOD Qualification A candidate for the IAC Board of Directors must meet the following qualifications: a. Must be an active member of IAC in good standing for at least three (3) consecutive years prior to the election. b. Must conform to the moral laws as prescribed by Islam and have not been convicted of any criminal offense, except minor traffic violations. c. Only one immediate family member (husband, wife, and children) can be in the BOD. 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 State of Georgia. f. Must be a legal resident of the United States of America. g. Be respected for his/her piety (Taqwa) and knowledge of Islamic principles. h. Be willing to improve the Islamic community according to the teaching of Islam as described in Article II and III of this Constitution. i. Reside in Atlanta Metropolitan. j. Any director previously terminated shall not be a candidate for director s position again. k. Takes oath of office as prescribed in Article XV. Constitutional By-Laws of Imam Ali (A.S.) Center, Inc. Page 7 of 12

8 l. Must declare on prescribed form that he/she conforms to Article II, III, and V of this Constitution. This clause l SHALL NOT BE AMENDED, REPEALED, CHANGED OR ABROGATED IN ANY MANNER WHATSOEVER. C. BOD Responsibilities The responsibilities of the BOD are as follows: a. Establishing procedures and guidelines for the implementation of the plans and efficient day-to-day operation / programs of IAC. b. Under the guidance of the BOT, developing and / or coordinating the development of all plans and policies of IAC including annual budget, certain capital expenditures, etc., and presenting them to the BOT for the approval before presenting the same to the General Body and to provide proper records relating to all financial transactions. c. Preparing midyear and year-end reports for presentation to the Trustees and the General Body. d. Resolving any problem related to the operation of IAC (unresolved differences shall be referred to the BOT). e. Appointing an Election Committee, approved by the Trustees, in accordance with the provisions of the Bylaws of IAC. f. Forwarding recommendations to the BOT for the suspending / revoking the membership of a member who violates the IAC By-laws. g. Calling regular or emergency meetings of the General Body. h. All members of the BOD must participate in the voting either in person or absentees. i. The BOD shall keep the BOT informed of all its activities. j. The BOD shall not proceed with any activity, which in the opinion of the BOT, is not in the interest of the IAC. Such decision of the BOT shall be final and binding upon the BOD. D. BOD Elections a. The General Body shall elect members to serve on the Board of Directors for a period of one (1) year. b. The BOD shall elect its Officers such as President, Secretary, Joint Secretary and Treasurer. c. In the event of resignations, removal or death of a member of the BOD, the BOD shall appoint a member to serve the remainder of the term of such member who has resigned, been removed or deceased. e. Election of the BOD shall be held each year. The BOD shall announce this as part of the agenda of the annual general meeting. f. No person as a director to the Board of Directors shall serve for more than two (2) consecutive terms. However, he/she may be re-elected to serve as director after a gap of at least one (1) term for the office of the Board of Directors. E. BOD Meetings The first meeting of the BOD each year shall be held within 30 days of its election. A quorum for the meeting of the BOD shall consist of two-third (2/3 rd ) of the members of the BOD. All decisions of the BOD in its meetings shall be made under the rules prescribed in these By-laws. Regular Meetings: The BOD shall meet at least quarterly, at such place as may be designated by resolution of the BOD. The President Constitutional By-Laws of Imam Ali (A.S.) Center, Inc. Page 8 of 12

9 may call additional regular meetings. At least one week prior notice shall be given of any regular meeting of the BOD to its members. Special Meetings: Special meetings of the BOD may be called upon the request of the President or one-third of the Board members. The Secretary of the IAC shall give a three days prior notice of special meetings stating the place, date, time and purpose of the proposed special meeting to each director. Such notice may be given in writing in-person or first class mail, telephone, facsimile, or other documented electronic forms of communication. The business transacted at the special meeting shall be confined to the stated topic. Also a notice of such Special meeting shall be forwarded to the chairperson of BOT. BOD s actions without meeting: The BOD may take certain actions without a meeting if all of the directors of the IAC shall individually or collectively consent in writing to such action(s). Such written consent or consents shall be filed with the minutes of the proceedings. Such action by written consent shall have the same force and effect as the unanimous vote of all directors. F. BOD Removal and Resignation of the Director A member of the BOD can resign voluntarily. A member of the BOD can be recommended for removal to the BOT by a 2/3 rd majority of the BOD if he/she fails to fulfill or violates the Bylaws of the IAC. The decision of the Board of Trustees in this matter will be final. The vacant position shall be filled at the annual General Body meeting of the IAC. If more than two positions of the BOD are vacant, a special General Body meeting shall be called to fill the positions within 60 days. G. BOD The Structure of the Board of Directors Following positions shall be decided by the majority votes by BOD and shall called as Officers of IAC : President of IAC The responsibility of the President of IAC is as follows: a. Presides over the meetings of IAC and BOD. b. Set short-term and long-term goals of IAC. c. Call the emergency meeting of the BOD. Vice-President of IAC He/she conducts all the responsibilities of the President in his/her absence. Secretary of IAC The responsibility of the Secretary of IAC is as follows: a. Responsible for keeping records of BOD s actions, including recording all votes and the minutes of all proceedings in a book kept for that purpose. b. Sending out meeting announcements. c. Distribute copies of the minutes and the agenda. d. Acts as point of contact in BOD. Joint Secretary of IAC He/she conducts all the responsibilities of the President in his/her absence. Treasurer of IAC The responsibility of the Treasurer of IAC is as follows: a. Receive donations and issue proper receipt of IAC. Constitutional By-Laws of Imam Ali (A.S.) Center, Inc. Page 9 of 12

10 b. He/she shall maintain petty cash ($500.00) only and no other account(s) or any bank account shall be maintained by him / her. All amounts over and above the amount prescribed shall immediately be transferred to the bank account maintained by the BOT. Failure to transfer such excess funds immediately shall be deemed a failure of fiduciary responsibility and hence, the Treasurer shall be subject to immediate dismissal from the Office. c. All financial transactions and commitments in excess of the amount prescribed above must have the approval of the BOT. Dismissal of an Officer of IAC The BOD may remove/dismiss a director from official capacity (not directorship) by a simple majority vote of the BOD, in the best interest of the IAC in BOD s judgment. The BOD for the remainder of the term may fill any vacancy in any office in the BOD with the assistance of remaining directors. When necessary number of directors is not available then voting members shall elect new directors in an annual or special general body meeting upon Board s request. Subcommittees: Board of Directors may constitute separate sub committees (from General Body members) to help them manage affairs of IAC. For e.g. Education, Charity, Youth, Facilities, Building, Interfaith, Women, Tabaruk, Legal, etc. ARTICLE XII FINANCES A. The Board of Trustees shall determine the bank or banks where accounts should be maintained for the purpose of deposits/withdrawals of funds of the IAC. The BOT shall also determine the number of accounts that should be maintained. B. The Board of Trustees shall be the sole body that shall have control of all bank accounts and assets of the IAC. The Board of Trustee shall have the sole authority to apply for loan on behalf of the IAC. Neither the Board of Directors nor any member shall have the right to bind the IAC for any debt or financial obligation. C. IAC FINANCIAL RESOURCES: 1. Collection of membership fees from IAC members. 2. Collection of donations from individuals and other organizations. 3. Production of revenue from business activities in accordance with Georgia state laws for a non-profit organization. ARTICLE XIII AMENDMENTS TO THE CONSTITUTION A. Any member in good standing may submit in writing to the Secretary of the BOT to amend or repeal any provision of this Constitution, except the provisions of Article II, III, V, X(B)(i) and XI (B)(l) that cannot be amended, repealed, abrogated or changed under this Constitution. B. The Secretary of BOT shall call a BOT s meeting for the initial review. If the majority of the members of the BOT approve the necessity of such amendment, then the Secretary of BOT shall call, within 30 days of such approval, a joint session of the BOT and BOD s meeting to vote on such amendment. To approve the amendment at least 10 favorable votes out of 12 joint members are necessary. If approved, the amendment shall be presented in the following General Body meeting in which the final approval requires the favorable votes of at least two-third (2/3rd) of the total current members in good standing constituting the General body, two-third (2/3rd) of all members of the Board of Trustees and two-third (2/3rd) of all the members of the Board of Directors. ARTICLE XIV DISSOLUTION A. The IAC 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 IAC activities. Constitutional By-Laws of Imam Ali (A.S.) Center, Inc. Page 10 of 12

11 B. Upon actual or deemed dissolution of the IAC, the Board shall after paying or making provision for the payment of all liabilities of the IAC, dispose of all the assets of the IAC exclusively for the purposes that meet the aims and objectives of the IAC 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 the IAC. 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 of the majority of BOT. ARTICLE XV DECLARATION UPON OATH Upon being elected or appointed as a Trustee or Director, such Trustee or Director shall complete an affidavit in the following form: I,., son /daughter of., with social security number /../., While accepting membership [of the Board of Trustees / Directors] [as a Trustee / Director] of IAC, do swear by in the name of Allah SWT, that I: a. Shall fulfill all my duties and responsibilities to the best of my abilities. b. Shall do my utmost to achieve the objectives and successfully fulfill the activities of IAC. c. Shall abide by the IAC s By-Laws, regulations, and any other rules, and help implement the same. d. Shall attempt not to be absent from any Board meetings and IAC s programs without reasonable cause. e. Shall frankly present my sincere and correct opinion at meetings relating to IAC activities without any reservations. f. Shall guard IAC rules, regulations, policies, and activities; and if any error or deficiency is noticed, shall try to correct it or get it corrected. g. Shall endeavor to lead an Islamic way of life. h. Oh Allah SWT! Grant me the Divine Guidance, ability and capacity to faithfully satisfy this oath only to please you; and include me among those who laid their foundations on the satisfaction and pleasure of Allah SWT. Amen. GLOSSARY OF TERMS The following terms used in this Constitution and Bylaws shall bear the meaning as provided here: Constitutional By-Laws of Imam Ali (A.S.) Center, Inc. Page 11 of 12

12 1 Fiqh-e-Jafaria 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. 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.) 5 Imam refers to the twelve Holy and infallible Imams who succeeded the Holy Prophet Muhammad (S.A.). They are as follows: 1 st Ali Al-Murtaza son of Abu Talib, cousin of the Holy Prophet Muhammad (S.A.) and the husband of Fatimah, the daughter of Holy Prophet Muhammad (S.A.) 2 nd Hassan Al-Mujtaba son of Ali (i.e., the first Imam) and Fatimah (i.e., daughter of the Holy Prophet) 3 rd Hussain Al-Shaheed son of Ali (i.e., the first Imam) and Fatimah (i.e., daughter of the Holy Prophet) 4 th Ali Zainul Abedin son of Hussain Al-Shaheed son of Ali 5 th Muhammad Al-Baqar son of Ali Zainul Abedin 6 th Jafar As-Sadiq son of Muhammad Al-Baqar 7 th Musa Al-Kazim son of Jafar As-Sadiq 8 th Ali Ar-Raza son of Musa Al-Kazim 9 th Muhammad Al-Taqi son of Ali Ar-Raza 10 th Ali Un-Naqi son of Muhammad Al-Taqi 11 th Hassan Al-Askari son of Ali Un-Naqi 12 th Muhammad Al-Mahdi son of Hassan Al-Askari 6 Gaibath-e-Kubra refers to the fact that the twelfth Imam had two period of occultation. The first occultation was the minor occultation known as Gaibath-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 SWT, went into major occultation, which continues to this day. This current period of major occultation is known as Gaibath-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 the jurisprudence of Islam. He generally publishes his edicts known 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.), Hassan son of Ali (A.S.) and Hussain son of Ali (A.S.). Generally, this term also includes the remaining nine Holy infallible Imams. 9 The term family with reference to family membership includes husband, wife and their dependent children under the age of 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 the IAC, (e.g., who have not been convicted of crime in the U.S.) and who has not been suspended by the Board as prescribed under the Bylaws. 11 Officers of the IAC are those members of the BOD who have been designated as President, Vice President, Secretary, Joint Secretary and Treasurer. *==*==*==*==*==*==*==*==*==*==*==*==*==* Constitutional By-Laws of Imam Ali (A.S.) Center, Inc. Page 12 of 12