Bylaws of International Qur’anic Studies Association

BYLAWS

OF

INTERNATIONAL QUR’ANIC STUDIES ASSOCIATION

 

ARTICLE I

Name

            The name of the corporation shall be International Qur’anic Studies Association (hereinafter referred to as the “Association”).

 ARTICLE II

Corporate Purpose

            The purpose for which the Association is organized and operated is exclusively charitable and educational, as defined in Section 501(c)(3) of the Internal Revenue Code, as amended, and its regulations as they now exist, or as they may hereafter be amended. The purpose of the Association shall be as provided for in the Articles of Incorporation of the Association.

 ARTICLE III

Offices

Section 1.  Principal Office. The Association shall have a principal office and such other offices, either within or outside the State of Georgia, as the Board of Directors may determine or as the affairs of the Association may require from time to time.

Section 2.  Registered Office. The Association will have and continuously maintain a registered office in the District of Columbia, and a registered agent whose office is identical with the registered office. The registered office may be, but not need be, identical with the principal office, and the address of the registered office may be changed as the Association may require from time to time.

ARTICLE IV

Membership

Section 1.  Members. Membership in the Association shall be available to individuals interested in fostering academic scholarship on the Qur’an, individuals having an interest in the Association and supporting its purpose, or individuals otherwise qualifying for membership under criteria established by the Board of Directors from time to time.  Members shall have full voting privileges, including the election of members of the Board of Directors and the Officers of the Association.

Section 2.  Application For Membership. All applicants for membership shall complete and submit to the Association the application form specified and provided by the Association. Applicants shall be admitted to membership in the Association upon completion of administrative processing of the required membership application and the payment of required dues as designated by the Board of Directors.

Section 3.  Membership Qualification, Dues and Benefits. Membership qualifications, dues and benefits for each class of membership shall be those established from time to time by the Board of Directors. The Board of Directors may add, delete, or adjust membership qualifications and benefits as it deems necessary or desirable to further the purpose of the Association, it being understood that the Board of Directors shall not discriminate on the basis of religion, nationality, gender, sexual orientation, ethnicity, or any other criterion in violation of U.S. law. No addition, deletion, or adjustment of membership qualifications and benefits shall require any adjustment of dues for the membership period in which it occurs.

Section 4.  Suspension and Termination of Membership. Any member may voluntarily terminate membership by written notice to the Association. Membership lapses if a member fails to pay required dues by a specified date. The Association may suspend or terminate the membership of any member who engages in conduct determined by a majority vote of the Board of Directors, in its sole discretion, to be unethical or in any way detrimental to the purpose of the Association. All suspensions or terminations of membership shall be effective at the convenience of the Association in accordance with procedures established by a majority vote of the Board of Directors, and shall suspend or terminate, as the case may be, the right of the member to all membership benefits of the Association.

Section 5.  Meetings of Membership. There shall be an annual meeting of the members of the Association, for receiving annual reports and the transaction of other business.  Other meetings of the members of the Association shall be held as designated by the Board of Directors. Notice of such meetings shall be delivered, in a manner compliant with District of Columbia law, to each member of the Association not less than ten (10) or more than sixty (60) days before the date of the meeting. Special meetings of the members of the Association shall be called by the Chair at any time upon written request by a majority of the members of the Association. Notice of such meetings shall be delivered, in a manner compliant with District of Columbia law, to each member of the Association not less than ten (10) or more than sixty (60) days before the date of the meeting. The members present at any meeting of the members of the Association, provided that they number no fewer than twenty-five (25), shall constitute a quorum.  Voting on all matters by members of the Association, including the election of Directors and Officers, may be conducted by mail or any electronic means in compliance with District of Columbia law.

 ARTICLE V

Board of Directors

Section 1.  Management. The business and the affairs of the Association shall be directed, controlled, and managed by the Board of Directors, which is the governing body of the Association.

Section 2.  Duties of the Board of Directors. The Board of Directors shall manage the property and funds of the Association and shall have the duty and authority to perform all acts consistent with these Bylaws, the Articles of Incorporation of the Association, and any amendments thereto, and the laws of the District of Columbia.

Section 3.  Number and Term. The Board of Directors shall consist of the Chair, the President, the President-elect, the immediate past President (President emeritus), the Secretary, and four (4) Directors at-large. The Executive Director of the Association, who shall also be the Treasurer, shall serve ex officio on the Board of Directors as a non-voting Director. The terms of Directors at-large shall be staggered. Directors at-large shall serve a term of three (3) years, and are eligible for re-election for one (1) additional three (3) year term. The terms of the inaugural members of the Board of Directors shall be variable, in order to implement the staggered terms.

Section 4.  Election and Removal of Directors At-Large. At the appropriate annual meeting of members where the elections of Directors at-large shall occur, the members will be presented with a slate, drawn from an open nomination process and approved by the Board of Directors, containing a nominated individual for each open Director at-large position. The slate of nominated individual(s) for Director(s) at-large shall be approved as a whole by the majority vote of the members. If the slate is not approved by a majority vote of the members, the term of the current Director(s) at-large shall be extended until the earlier of the next annual meeting of members or a special meeting of members called for the purpose of voting on an alternative slate. A Director at-large may be removed from office, with or without cause, by a two-thirds (2/3) vote of the entire Board of Directors or the majority vote of the members of the Association.

Section 5.  Vacancies on the Board of Directors. All vacancies on the Board of Directors shall be filled for the unexpired term by a majority vote of the Board of Directors from candidates put forward by the Nominating Committee. Directors appointed to fill a vacancy shall serve for the unexpired term of the previous director.

Section 6.  Meetings. The Board of Directors shall hold an annual meeting. Notice of time and place of the annual meeting shall be delivered, in a manner compliant with District of Columbia law, to each member of the Board of Directors. The Board of Directors may hold additional regular or special meetings within or outside the District of Columbia. Notice of the time and place of the meeting shall be delivered, in a manner compliant with District of Columbia law, to each member of the Board of Directors.  Special meetings of the Board of Directors may be called by the Chair or may be called at the request of not less than one-third (1/3) of the members of the Board of Directors.  Notice of time and place of the special meeting shall be delivered, in a manner compliant with District of Columbia law, to each member of the Board of Directors.  Meetings of the Board of Directors may be held in person, by teleconference, or by any other manner in which the members of the Board of Directors are able to hear one another and actively participate in discussions and deliberations, and such participation shall constitute presence in person at the meeting.

Section 7.  Quorum. A majority of the total number of the members of the Board of Directors then serving shall constitute a quorum, but, in case there is no quorum present, those present may adjourn the meeting from time to time until a quorum is obtained. The vote of a majority of the members of the Board of Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as a larger vote may be required by the laws of the District of Columbia, the Articles of Incorporation, or these Bylaws.

Section 8.  Action by Unanimous Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent of such action is signed by all members of the Board of Directors and such written consent is filed with the minutes of the proceedings of the Board of Directors.

  ARTICLE VI

Officers

Section 1.  Composition. The Officers of the Association shall be the Chair, the President, the President-elect, the immediate past President (President emeritus), the Secretary, and the Treasurer. The Board of Directors may create other officer positions as it deems necessary and desirable.

Section 2.  Term and Election. At the appropriate annual meeting of the members where the elections of Officers shall occur, the members will be presented with a slate, drawn from an open nomination process and approved by the Board of Directors, containing a nominated individual for each open Officer position. The slate of nominated individual(s) for Officer(s) shall be approved as a whole by the majority vote of the members. If the slate is not approved by a majority vote of the members, the term of the current Officer(s) shall be extended until the earlier of the next annual meeting of members or a special meeting of members called for the purpose of voting on an alternative slate. The President, the President-elect, and the immediate past President (President emeritus) shall serve a term of one (1) year. At the expiration of the President’s one (1) year term, the President-elect shall become President and the President shall become the immediate past President (President emeritus). The President shall not serve more than one (1) term consecutively, except when a vacancy in the office of President is filled by the President-elect, in which case the President-elect shall serve both the partially unexpired term and the full normal term as President.  The Chair and the Secretary shall serve for a term of three (3) years. The Chair and the Secretary shall be eligible for election to one (1) consecutive additional term. The Treasurer shall be appointed by the Board of Directors.

Section 3.  Removal. All Officers of the Association elected by the members may be removed from office at any time by a two-thirds (2/3) vote of the entire Board of Directors or the majority vote of the members of the Association.

Section 4.  Vacancies. A vacancy in any office, except President, shall be filled by a vote of a majority of the Board of Directors from candidates put forward by the Nominating Committee. Officers elected to fill a vacancy shall serve for the unexpired term of the previous officer.

Section 5.  Duties of the Chair. The Chair shall be the chief elected officer of the Association, subject to the control of the Board of Directors. It shall be the duty of the Chair to preside at all meetings of the Board of Directors, to consult with the Board of Directors, to guide the Board of Directors in the enforcement of all policies and regulations relating to the Board of Directors, and to perform all other duties normally incumbent upon the office of Chair. The Chair has the primary responsibility for preparing the agenda for meetings of the Board of Directors, doing so in close collaboration with the Executive Director.

Section 6.  Duties of the President.The President shall preside at the annual meeting of members and deliver an annual presidential address to the members. Duties shall be assigned to the President by the Board of Directors that will further the mission and goals of the Association.

Section 7.  Duties of the President-elect. During the temporary absence of the President, the President-elect shall serve as President pro tempore. Duties shall be assigned to the President-elect by the Board of Directors that will further the mission and goals of the Association.

Section 8.  Duties of the immediate past President (President emeritus). During the temporary absence of the President and the President-elect, the immediate past President shall serve as President pro tempore. Duties shall be assigned to the immediate past President by the Board of Directors that will further the mission and goals of the Association.

Section 9.  Duties of the Secretary. The Secretary shall attend all meetings of the Board of Directors, and shall preserve the full and correct minutes of the proceedings of all such meetings. It shall be the duty of the Secretary to sign and execute all corporate documents and instruments whereupon the Secretary’s signature may be lawfully required. The Secretary shall also serve all notices required by law, these Bylaws, or by resolution of the Board of Directors. The Secretary shall also perform such other duties as may be delegated by the Board of Directors.

Section 10.  Duties of the Treasurer and Executive Director. The Executive Director shall serve as the Treasurer of the Association. The Executive Director shall be responsible for managing and carrying out the daily activities of the Association at the direction of the Board of Directors, and in coordination with the Chair. The Executive Director, in fulfilling the office of the Treasurer, shall keep or cause to be kept, in books belonging to the Association, complete and accurate accounts of all receipts and disbursements, resources, and liabilities, and other valuable effects of the Association. The Executive Director and Treasurer/Executive Director shall render to the Board of Directors at its meetings, or whenever otherwise requested, correct statements and reports showing the financial condition of the Association. The Treasurer/Executive Director may sign corporate documents and instruments as necessary. The Treasurer/Executive Director shall arrange for the performance of an audit and for the preparation of audited financial statements by a certified public accountant on behalf of the Association, whenever directed to do so by the Board of Directors.

Section 11.  Duties of Other Officers. Any other officers elected by the members shall hold office for such term and have such duties as the Board of Directors prescribes from time to time.

ARTICLE VII

Committees

Section 1.  Standing Committees. The Association shall have the following standing committees: Executive Committee, Nominating Committee, Publications and Research Committee, and Program Committee. The Executive Committee shall consist of the Officers of the Association and shall be chaired by the Chair. The Nominating Committee shall consist of two (2) members of the Board of Directors and three (3) members of the Association who are not members of the Board of Directors and are nominated by the Nominating Committee and approved by the Board of Directors. The Board of Directors shall appoint one member of the Nominating Committee to serve as the chair of the Nominating Committee. The remaining Standing Committees shall consist of at least three (3) members of the Association who shall be nominated by the Nominating Committee and approved by the Board of Directors.

Section 2.  Other Committees. The Board of Directors shall have the power, by resolution adopted by a majority of the Board of Directors, to designate one or more other committees.

Section 3.  Term of Appointment. Each appointed member of a committee shall serve a three (3) year term and, with the exception of members of the Nominating Committee, shall be eligible to be reappointed for one (1) additional three (3) year term. The terms of the inaugural members of committees shall be variable.

Section 4.  Chair. The chair of the other committees shall be appointed by the Board of Directors.

Section 5.  Removal. Any appointed member of a committee may be removed at any time by a majority vote of the Board of Directors.

Section 6.  Vacancies. Vacancies in the appointed membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 7.  Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee.

Section 8.  Conference Call. Committee meetings may be held in person, by teleconference, or by any other manner in which all committee members are able to hear one another and actively participate actively in discussions and deliberations, and such participation shall constitute presence in person at the meeting.

 ARTICLE VIII

Contracts, Checks, Deposits and Funds

Section 1.  Contracts. The Board of Directors may authorize any Officer or Officers, or agent or agents of the Association, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

Section 2.  Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such Officer or Officers, or agent or agents of the Association, in such manner as shall from time to time be determined by the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by a different person serving as an Officer of the Association.

Section 3.  Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4.  Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Association.

ARTICLE IX

Fiscal Year

The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year. All terms of elected or appointed positions shall normally begin at the start of the calendar year.

 ARTICLE X

Indemnity

The Association shall indemnify members of the Board of Directors and Officers against damages awarded against them, and expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they are made a party by reason of being or having been such a member of the Board of Directors or Officer, except in relation to matters as to which they shall be adjudged in such action, suit, or proceeding to be liable for misconduct in the performance of their duty.  Such rights of indemnification and reimbursement shall not be deemed exclusive or any other rights to which such member of the Board of Directors or Officer may be entitled under any Bylaw, agreement, or otherwise.

 ARTICLE XI

Amendment to the Bylaws

These Bylaws may be amended, altered, restated, or otherwise revised by the affirmative vote of two-thirds (2/3) of the entire Board of Directors, provided that the amendment or proposal shall first be mailed to each member of the Board of Directors at least ten (10) days prior to the meeting at which it is proposed.

 ARTICLE XII

Corporate Seal

The Board of Directors shall provide a suitable seal containing the name of the Association and the year in which it was first incorporated. The seal shall be in the custody of the Secretary.

 

 

Adopted this 29 day of May, 2014.