INDONESIAN MUSLIM COMMUNITY, IMC.
ARTICLE I - OFFICES
The principal office of the Indonesian Muslim Community, Inc. (The IMC) shall be located in the City, County and State of New York. The IMC 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 IMC may require.
ARTICLE II – PURPOSES
The exclusive purposes for which the IMC has been formed are as follows :
- To build and maintain a mosque.
- To preserve Islamic religion in the United States by providing a place of prayer and worship for the Indonesian Community.
- To promote and preserve Islamic culture and heritage through religious celebrations and education.
ARTICLE III – MEMBERSHIP
The IMC shall have no members. Such persons who are elected or appointed unanimously by the Indonesian Muslim Community Congregation shall serve as directors of this corporation for the terms specified by the congregation or, if unspecified, for two years.
ARTICLE IV – DIRECTORS
1. MANAGEMENT OF THE CORPORATION
The affairs of the IMC shall be managed by a Board of Directors (here-in-after referred to as the Board). The Directors shall carry out their responsibilities pursuant to the provisions of the IMC's Certificate of Incorporation and these By-Laws.
The IMC shall be managed by a Board of at least three (3) but no more than fifteen (15) directors. Each director shall’ be at least nineteen years of age. 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.
2. TERMS OF DIRECTORS
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. REMOVAL RESIGNATION
Any or all of the directors may be removed for cause by action of the Board. 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.
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 or 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 OPF 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 shall 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.
At all meetings of the Board the President, or in his absence, a chairman chosen by the Board, shall preside.
11. EXECUTIVE AND OTHER COMMITTEES
The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee, each consisting of three or more directors.
Each 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 V – OFFICERS
1. OFFICES, ELECTION, TERMS
- The Board shall elect or appoint 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.
- 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.
2. REMOVAL,RESIGNATION,SALARY, ETC
- Any officer elected or appointed by the Board may be removed by the Board with or without cause.
- 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.
- Any two or more offices may be held by the same person, except the offices of President and Secretary.
- The salaries of all officers, if required, shall be fixed by the Board.
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.
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 Treasurer shall have the care and custody of all the funds and securities of the IMC, and shall deposit said funds in the name of the IMC in such bank or trust company as the directors may select; he/she shall, ' when duly authorized by the board of Board, sign and execute all contract in the name of the Corporation, when countersigned by the President; he/she 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; he/she shall at all reasonable time exhibit his/her book and accounts to any director of the IMC upon application at the office of the IMC during ordinary business hours.
The Secretary shall keep the minutes of the Board. He/she shall have the custody of the seal of the IMC and shall affix and attest the same documents when duly authorized by the Board.
He/she shall attend to the giving and serving of all notices of the IMC, 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.
7. SURETIES AND BONDS
In case the Board shall so require, any officer or agent the IMC shall execute to the IMC a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of his duties to the IMC and including responsibility for negligence and for the accounting for all property, funds or securities of the IMC which may come into his hand.
ARTICLE VI – DISSOLUTION
- Decision to dissolve the IMC may be taken only by a unanimous decision of the congregation.
- Upon dissolution of the IMC, 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 IMC'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 IMC 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.
VII – SEAL
The seal of the corporation shall be as follows:
ARTICLE VIII – CONSTRUCTION
If there be any conflict between the provisions of the IMC's Certificate of Incorporation and these by-laws, the provisions of the IMC's Certificate of Incorporation shall govern.
ARTICLE IX – AMENDMENTS
Amendments to the By-Laws shall be adopted by action of a majority of the Directors, which shall be reported to the congregation.
NEW YORK. JUNE 11, 1994
Prang Sakirman, President
Syaufi Darus, Vice President
Bambang Miarsa, Secretary
Sulastri Palongengi, Treasurer