(Indonesian Muslim Community Inc.)
48-01 31st Avenue Long Island City, NY 11103
Phone (718) 721-8881— Fax (718) 721-8851
ELECTED BYLAWS OF
Indonesian Muslim Community Inc./
Masjid Al Hikmah New York
BISMILLAHI ARRAHMAN ARRAHIM
The Indonesian Muslim Community, Inc. (IMCI) is a non-profit religious organization established to foster religious practice of Indonesian Muslim community in New York Tri State area. The bylaws set forth in this document and the provison set forth in IMCI Certificate of Incorporation are meant as guides to help officers and members in the operation of this organization. The officers of the organization who were elected by the Regular Members are given mandate to act on behalf of the members in accordance to those rules set forth in Al Qur’an and the manner of the Sunnah. Any conflicts between this bylaws and any other governing documents of IMCI shall be construed in favor of this bylaws.
INDONESIAN MUSLIM COMMUNITY, INC.
ARTICLE I - OFFICES
The principal office of the Indonesian Muslim Community, Inc. (IMCI) shall be located in the City, County and State of New York. The IMCI may also have its offices at such other places within and without the State of New York as the Board of Directors may, from time to time, determine the business, which the IMCI may require.
ARTICLE II – PURPOSES
The exclusive purposes for which the IMCI has been formed are as follows:
1. To build and maintain a mosque.
2. To preserve Islamic religion in the United States by providing a place of prayer and worship for the Indonesian Community.
3. To promote and preserve Islamic culture and heritage through religious celebrations and education.
4. To promote Indonesian tradition and culture to Indonesian community.
ARTICLE III – MEMBERSHIP
The membership of IMCI shall consist of Associate Members and Regular Members. The Board of Directors shall consist of Regular Members only, who shall be eligible to vote for and hold any office(s) of IMCI.
1. ASSOCIATE MEMBERS
An Associate Members shall be:
1. A Muslim,
2. Living in Tri-state area (New York, New Jersey, Connecticut)
3. Agreeing to abide by the Articles of Incorporation and Bylaws of IMCI.
4. Ineligible to vote in the election and hold any office(s) of IMCI.
2. REGULAR MEMBERS
A Regular Member shall be :
1. A Muslim of at least eighteen (18) years of age.
2. An Indonesian descent.
3. Living in tri-state area (New York, New Jersey, Connecticut).
4. Completing an application, all applications are subject to the approval of the Board of Directors.
5. Paying dues as may time to time be set by the Board of Directors.
6. Agreeing to abide by the Articles of Incorporation and Bylaws of IMCI.
7. Eligible to vote in the election and hold any office(s) of IMCI.
3. TERMINATION OF MEMBERSHIP
The Board has the right to terminate membership of any member that does not follow the rules and regulation set forth in the bylaws. Membership in the community shall cease upon the death of a member, or if by notice in writing to the community, he/she resigns his/her membership.
4. MEMBERSHIP DUES AND RIGHT OF VOTING
The membership dues of IMCI may be decided and revised by the Board of Directors from time to time. Dues shall become payable per month. A payment for the appropriate amount must accompany the application.
Each Regular Member shall have one vote. All voting at meetings shall be done personally, no proxy shall be allowed and no voting by mail is allowed.
ARTICLE IV – ELECTION
1. GENERAL MEETING
The Board of Directors is elected by Regular Members through election process in the General Meeting. Election Committee appointed by the Board of Directors shall manage General Meeting.
The General Meeting shall be held once in two years for the purpose of the election of the Boards of Directors.
In term of arbitrate grievance or disputes, as needed, on such date as the Board shall determined, the president may call and manage a special meeting of the IMCI's Regular Members.
A written notice of General Meeting shall be posted at the IMCI's principal notice board and any other means.
Majority of the number of the Regular Members shall constitute a quorum in the General meeting.
3. PLACE OF GENERAL MEETING
The General Meeting shall be held at the office of the IMCI or Masjid Al Hikmah New York, at 48-01 31st Avenue, Long Island City, NY 11103.
4. ELECTION PROCESS
Two months prior to the Election Day, the Board of Directors shall designate the Election Committee. This Committee shall comprise members from the Regular Members. No member of the Election Committee may serve on the Board or Executive Committee simultaneously.
The Election Committee members shall elect the committee's chairman from among themselves by majority vote. The Election Committee is independent, and the Board, Executive Committee, and/or any other party shall not interfere with the Election Committee's duties and responsibilities.
The Election Committee shall post on the IMCI's bulletin board or any other means a list of IMCI’s Regular Members, 1 (one) week prior to the Election Day. The list posted by the Election Committee is the final list for purposes of the eligible voters and cannot be modified or amended, even by action of the Board, Executive Committee, or any other party.
The Election Committee shall produce a nomination form for Formation Team and consent form to be signed by each nominated person. The Election Committee must receive a nomination form by 5:00 p.m. three weeks prior to the election. All nomination forms shall be prepared by the Election Committee and sent to every Regular Member. The Election Committee shall finalize a list of nominees and post on the IMCI’s bulletin board or on any other means. The Regular Member shall only elect nominees in the list of the nominees.
Before finalizing the list of nominees, the Election Committee shall verify the submitted nominees' consent and declaration of assurance to dedicate time and effort needed to carry out the responsibilities, as a member of the Formation Team, which prospectively will become Board of Directors.
These Bylaws are general guidelines setting forth the process of the election. The Election Committee shall follow the election procedures set by the Board that specifically establishes the details of the procedures of the election, following the mandates found in these Bylaws. If the Board has not established written Election procedures, the Election Committee will be responsible for preparing the procedures for the Board's approval.
No member of the Board of Directors, the Executive Committee, or any other party, may directly or indirectly campaign personally or through a third party for or against any nominee. Any IMCI member or nominee permits no negative campaigning.
At the conclusion of the election, all documents of the Election Committee shall be turned over to the Executive Committee Secretary for record and safekeeping. All election results will be posted at the IMCI bulletin or any other means within five business days after the election. No nominee may request a recount.
ARTICLE V – DIRECTORS
1. MANAGEMENT OF THE CORPORATION
The affairs of the IMCI shall be managed by a Board of Directors (here-in-after referred to as the Directors). The Directors shall carry out their responsibilities pursuant to the provisions of the IMC's Certificate of Incorporation and these By-Laws.
The Board of Directors shall be composed of at least 3 (three) but no more than 9 (nine) members. Each director shall:
1. Be at least twenty five (25) years of age on the day of election,
2. Be a Regular Member,
3. Be an active member for the past twelve (12) months,
4. Never been convicted of a felonious offense or misdemeanor in any court,
5. Has legal status in the United States.
The number of directors may be increased or decreased by vote of a majority of all of the directors, which shall be reported to the congregation. No decrease in number of directors shall shorten the term of any incumbent director.
The members of the Board of Directors shall serve without compensation.
2. TERMS OF DIRECTORS
The Board of Directors shall be elected for a terms of two years, and shall eligible to be reelected for consecutive terms.
Each director shall hold office until the expiration of the term for which he was elected and until his successor has been elected and shall have qualified, or until his prior resignation or removal.
3. NEWLY CREATED DIRECTORSHIPS AND VACANCIES
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board for any reason may be filled only by a vote of a majority of the entire board. A director elected to fill a vacancy caused by resignation, death or removal, shall be elected to hold office for the unexpired term of his predecessor.
4. REMOVALS AND RESIGNATION
A Director may resign at any time by giving written notice to the Board, the president or secretary of the IMC. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of such officer, and the acceptance of the resignation shall not be necessary to make it effective.
A director may be removed by a majority vote of the Board of Directors, at any regularly schedule or special meeting of the Board of Directors, whenever in its judgment the best interest of the IMCI would be served thereby.
Board of Directors cannot be removed without an approval of a majority number of the Regular Member, and the approval should be held in the General Meeting.
5. QUORUM OF DIRECTORS
A majority of the entire Board shall constitute a quorum for the transaction of business of any specified item or business.
6. ACTION OF THE BOARD
Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each director present shall have one vote.
Decision of the Board on policy matters pertaining to the collection and management of moneys and other assets including immovable property as well as on investing and use of funds and other assets of the IMC shall, as much as possible, be made by consensus. In case of failure to reach a consensus, the decision shall be made by simple majority vote. If the Board is evenly divided, the President shall have a casting vote.
7. PLACE AND TIME OF BOARD MEETINGS
The Board may hold its meeting at the office of the IMC or at such other place, either within or without the State of New York, as it may from time to time determine.
8. REGULAR ANNUAL MEETING
A regular annual meeting of the Board shall be held each year on such date as the Board shall determine.
9. NOTICE OF MEETING OF THE BOARD, ADJOURNMENT
Regular meetings of the Board may be held without notice at such time and place, as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the directors and may be called by the president upon three days notice to each director either personally or by mail or by fax. Special meeting may be called by the president or by the secretary in a like manner on written request of two directors. Notice of the meeting need not to be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who are absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
10. POWERS DAN DUTIES
The Board of Directors shall have the following powers:
1. To elect and to terminate President, Vice President, Secretary and Treasurer.
2. To monitor the performance of the Executive Committee.
3. To formulate and set general policies and development programs to achieve the IMCI's goals.
4. To employ the Imam and other persons as needed to accomplish the IMCI's objectives with the help of President.
5. To manage, supervise and control the business, property and affairs of the IMCI.
6. To approve or disapprove any financial transactions relating to the IMCI's real estate and other assets.
7. To review, amend or approve the annual budget proposed by the IMCI Executive Committee.
8. To approve the financial transactions and disbursements of the IMCI funds (including borrowing, lending and investing for and in behalf of the IMCI).
9. To adopt rules and regulations for the conduct of its business, and to delegate the responsibility and authority as shall be deemed advisable, insofar as such delegation of authority is not inconsistent with or repugnant to the Articles of Incorporation or the constitution of the IMCI or to any applicable law.
10. To provide guidance for the execution and development of long-range plans for the MCI.
11. To Promote better relations between Muslims and non-Muslims.
11. COMPOSITION OF THE BOARD OF DIRECTORS
The Board of Directors shall be composed of the following officers:
The Board of Directors shall elect its chairman at its first meeting. The chairman shall:
a. Preside over all meetings of the Board of Directors.
b. Be Responsible for the enforcement of the IMCI' s Bylaws, rules and regulations.
c. Prepare the Board of Director's meeting agenda.
d. Oversee the Executive Committee and the integration of their activity with the work of the Board.
e. Evaluate the Board's effectiveness and implementation of improvements.
f. Preside over and undertake auditing of financial matters of IMCI.
2. Vice Chairman
Vice chairman shall:
a. Assume all the duties and authority of the Chairperson in his or her absence.
b. Assist the Chairperson with her/ his duties.
a. Be Responsible for sending the Board of Director's meeting's agenda to other members of the Board of Directors.
b. Be Responsible of maintaining meeting minutes.
c. Maintain communication between Members, Boards and Executive Committee.
11. EXECUTIVE AND OTHER COMMITTEES
The Board, by resolution adopted by a majority of the entire Board, may appoint an executive committee, consisting no more than one member of Board of Directors.
Such committee shall serve at the pleasure of the Board.
12. ACTION BY BOARD WITHOUT A MEETING
Whenever directors are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the directors entitled to vote thereon.
ARTICLE VI – OFFICERS AND EMPLOYEES
1. ELECTION AND TERMS
1. The Board shall elect or appoint an Executive Committee consists of a President, a Secretary and one or more Vice-Presidents, and may elect or appoint a Treasurer and such other officers as it may determine necessary.
2. Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.
3. The Board by a majority vote shall employ an Imam and other employees with specified contract and job descriptions designated by the president.
2. REMOVALS, RESIGNATION, SALARY, ETC
1. The Board with or without cause may remove any officer elected or appointed by the Board.
2. In the event of the death, resignation or removal of the officer, the Board in its discretion may elect to appoint a successor to fill the unexpired term.
3. The same person, except the offices of President and Secretary, may hold any two or more offices.
4. The President with Board approval shall determine the salaries of Imam and other employees.
The President shall be the chief executive officer of the IMC; he/she shall have the general management of the affairs of the IMC and shall see that all orders and resolutions of the Board are carried into effect.
The President of the IMCI shall have the following specific powers and duties:
1. Be Responsible to overseeing the operations of the IMCI's Executive Committee and employees, as directed by the Board.
2. Address urgent administrative matters and take action to remedy the situation. Provide a report of the activities to the Board at its next meeting.
3. Shall recommend the removal of any Executive Committee member to the Board. The President does not have the authority to remove any Executive Committee member. This authority solely resides with the Board.
4. Perform other duties and have such other powers as may be delegated by the Board.
5. Upon resolution of the Board, President shall sign all documents upon which the signature of the President is required.
6. Be Responsible for the preparation of the IMCI's annual budget, which shall be submitted to the Board for consideration and approval at a date set by the Board.
7. Oversee the IMCI's compliance with laws, rules, and regulations applicable to this corporation, including the signing and filing of reports for federal, state, and local governments.
8. Review the agenda (prepared by the Secretary) for the meetings of the Executive Committee.
9. Appoint such standing or special committees, or subcommittees, as may be required by this constitution or as may be necessary.
10. Maintain all appropriate insurance agreements.
11. Have exclusive check signing authority on all IMCI banking accounts. Any amount shall be co-signed by the Treasurer or one at large members of the Board of Directors in the case of vacancies.
12. The President shall require getting an approval from the Board of Directors in the case of any activity that requires monetary spending with amount of $ 5,000.00 (five thousand dollars) or more.
13. The president shall serve without compensation.
4. VICE PRESIDENT
During the absence or disability of the President, the Vice President, or if there are more than one, the Executive Vice President, shall have all the Powers and functions of the President. Each Vice President shall perform such other duties, as the Board shall prescribe. The Vice President shall serve without compensation.
The Treasurer of the IMCI shall have the following specific powers and duties:
1. Have the care and custody of all the funds and securities of the IMC, and deposit said funds in the name of the IMCI in such bank or trust company as the directors may select.
2. The treasurer shall, when duly authorized by the board, sign and execute all contract in the name of the Corporation, when countersigned by the President.
3. The treasurer shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the Board and shall be countersigned by the President.
4. The treasurer shall at all reasonable time exhibit his/her book and accounts to any director of the IMCI during ordinary business hours.
5. Render each year a report of the IMCI's financial operations and condition as of December 31 of the prior year.
6. Prepare monthly reports of the corporate financial operations for the President and The Board of Directors.
7. Report to the Board of directors, as requested, transactions performed as Treasurer.
8. Prepare reports of the corporate financial operations for the General Meetings.
9. Prepare the annual budget for review and approval of Board of Directors.
10. Process the membership applications, resignations, suspensions or revocation of memberships or offices for action by the Board of Directors.
11. Be responsible for developing and reviewing the fiscal policies of the IMCI for the approval of the Board.
12. Keep the complete and accurate accounts of receipts and disbursements of all amounts.
13. Perform any other functions that are needed for proper management of the IMCI and its assets.
14. The treasurer shall serve without compensation.
The Treasurer of the IMCI shall have the following specific powers and duties:
1. Keep the minutes of the Board and all meetings.
2. Have the custody of the seal of the IMC and shall affix and attest the same documents when duly authorized by the Board.
3. Attend to the giving and serving of all notices of the IMCI, and shall have charge of such books and papers as the Board may direct; he/she shall attend to such correspondence as may be assigned to him/her, and perform all the duties incidental to his/her office.
4. Give oversight to the procedures for storage, preservation, and retrieval of all corporate records, minutes, books, documents and communications, except the books of account, which are required to be kept in the Treasurer's custody.
5. Maintain all records and credentials for all employees.
6. Prepare agendas for the meetings of the Executive Committee and for the General Meeting.
7. Process the applications of new members, the resignations, and the suspensions or revocation of memberships, for the approval of the Board.
8. Maintain a current list of members of the IMCI.
9. Help in preparing the General Meeting, semiannual reports describing the achievements, present status, future plans, proposed budget and other matters of interests.
10. The secretary shall serve without compensation.
ARTICLE VII - ASSETS, FINANCES AND PERSONAL LIABILITY
All property shall be held in the name of the IMCI as applicable, and at all times shall be used to carry out the purposes for which this corporation has been established.
The IMCI's funds shall be kept in the depositories designated by the Board. Disbursements of funds in any amount shall be made by check or draft, which must be co-signed by the President and Treasurer or one at-large members of the board of directors in the case of vacancies. Their names shall be registered or recorded with the bank(s) in which the funds are kept, according to the rules and regulations of the bank(s). At no time shall a member of the Board of Directors have check signing authority for any IMCI banking account.
The Board shall have power to set up special funds, as it may deem desirable for the achievement of the IMCI's objectives and purposes.
3. PERSONAL LIABILITY
The Board and Executive Committee of the IMCI shall not be personally liable for any debt, liability or obligation of the IMCI. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against, the IMCI, may look only to the funds and property of the IMCI for the payment of such contract or claim, or for the payment of any debt, damages, or judgments.
ARTICLE VIII – DISSOLUTION
1. Decision to dissolve the IMCI may be taken only by a unanimous decision of the Regular Member in a General Meeting.
2. Upon dissolution of the IMCI, and subject to an order of a justice of the Supreme Court of The State of New York, the assets of the IMC remaining after payment of all obligation and liabilities in accordance with the provisions of the laws of the State of New York, shall be distributed in accordance with and in furtherance of the purposes of the corporation set forth in the relevant provisions of the IMCI's Certificate of Incorporation and in no event shall any such remaining assets be distributed either to any of directors, officers or employees of the IMCI or Members or to or for any purpose which is not an exempt purpose as defined in the United States Internal Revenue Code and may rules and regulations promulgated therein.
IX – SEAL
The seal of the corporation shall be as follows:
ARTICLE X – AMENDMENTS
Amendments to the Bylaws shall be adopted by action of a majority of the Directors, which shall be reported and approved by the Regular Member in the General Meeting.
New York, June 11th, 2013
Amiruddin Sumaila, Interim Board
Ade Hadiz, Interim Board