CONSTITUTION FOR THE FIRST STATE ISLAMIC FOUNDATION

Adopted: April 13, 2014 in a general body meeting.

Preamble: Whereas we reorganize the essential role of upholding the divinely inspired values in building a healthy community and Muslims to establish a foundation to oversee and manage its community real estate as it relates to Masjid and Islamic school. The foundation shall support the application of basic principles of Islam, i.e., democracy, freedom, equality, tolerance and social justice.

ARTICLE I-GENERAL

Section 1: The official name of this organization shall be First State Islamic Foundation (FSIF) and referred to as “Foundation” in this document.

Section 2: The Foundation shall be a non-profit, non-political entity, which shall qualify as a tax-exempt organization under section 501(c)(3) of the Internal Revenue Service Code.

Section 3: The foundation shall abide by the Islamic teaching as given in Quran and Sunnah.

Section 4: The Foundation has been formed exclusively for religious, charitable, and educational purposes.

Section 5: The Foundation shall not engage in attempting to influence legislation by propaganda or otherwise, except as provided by the Internal Revenue Code and related regulations, rulings and procedures.

Section 6: The Foundation shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Prohibited activities include the publishing or distributing of statements and any other direct or indirect campaign activities.

Section 7:The Foundation shall not engage in trade or business except as secondary purpose related to the Foundation primary, tax exempt objectives.

ARTICLE II-VISION & MISSION

Section 1: The vision of the Foundation is to maintain strategic ownership and management of the community real estate for the purpose of supporting the Masjid and the Islamic school.

Section 2: The missions of the Foundation are as follows:

  1. To provide strategic and financial resources to the general body, board of directors and management of the Masjid, school and other constituent entities to operate optimally.
  2. To maintain strategic ownership and management of the real estate for the purpose of supporting Islamic school and Masjid.
  3. To provide strategic guidance to the constituent entities (e.g., Islamic School, Masjid) in defining and developing long term goals and their implementation in accordance with the foundations’ vision.

ARTICLE III-GENERAL BODY MEMBERSHIP/CONSTITUENT ENTITIES

Section 1 – General Body: General body membership consists of Muslims in Delaware and neighboring areas within approximately 25 miles of Delaware border who must complete foundation’s membership form. General body members of Masjid Isa and Tarbiyah School are already Foundation’s general body members.

Section 2 – Constituents Entities: Islamic School and Masjid are constituent entities under the umbrella of the Foundation that have independent operations but seek strategic guidance and support for their real estate needs.

ARTICLE IV-ORGANIZATION/BOARD OF TRUSTEES MEMBERSHIP AND IMPEACHMENT

Section 1 – Role of Trustees: Trustees will act on behalf of the general body for the following:

(1) support and organize fundraising for the real estate projects consistent with the foundation mission,

(2) maintain strategic ownership and management of the real estate and the related matters, and

(3) appoint Executive Council Members.

Section 2 – Election of the Trustees: General body will elect non-paid members of the board of trustees from a pool of nominations who have actively been involved with the constituent entities for a period of at least one year in a volunteer capacity.

Section 3 – Duration and Timings of Trustee Appointment: A trustee appointment will be for a period of five years with renewable terms. Appointment year shall be from January 1 to December 31. Elections shall be held during November/December time frame.

Section 4 – Number of Trustees: The minimum number of trustees will be Seven. However, depending upon the prevailing needs, the Board of Trustees will have the freedom to increase or change this number with a unanimous decision. A minimum of two new trustees shall be elected each year.

Section 5: Composition of the Trustees: One member of the board of trustees shall be appointed from school (School Board President) and one from the Masjid (Shura’s representative), and the remaining shall come from the Foundation’s general body. These appointments shall be in addition to the core number of trustees described under section 4 of Article IV.

Section 6 – Basic Qualification to Become a Trustee: Potential trustees shall be evaluated against the following criteria:

  • Ability to assume the responsibilities of Trusteeship in accordance with the vision and mission of the Foundation
  • Ability to act as an informed ambassador for the Foundation in particular and of Muslim community in general
  • Distinguished personal accomplishments (professional and/or volunteer), public service, and commitment to supporting the growth of Muslim community.
  • Financial contribution commensurate with ability
  • Ability to attract through personal contacts public support to the Foundation in the form of funding and in recognition of the Foundation and Muslim community’s achievements and contributions to the public good
  • Attendance at Foundation events (how likely is the nominee to make commitments for semi-annual general meetings and possible emergency meetings as called upon by the president of the Foundation
  • Possible conflict of interests?

Potential nominees must have a supportive attitude and history for the growth of Islamic community AND have been involved directly or indirectly to support at least one of the constituent entities for one year or more (in an exceptional situations, the board of trustees may waive this requirement) AND must meet at least one of the following requirements:

  1. Senior members of the Muslim community who have dedicated significant amount of their time and effort in developing and supporting other non-profit Islamic organizations.
  2. Members of the local Muslim Civil Society who have specialized talents to support the mission and objectives of the foundation.

Section 7: Resignation:Any trustee may resign with a one month notice by filing a written resignation with the secretary.

Section 8 – Impeachment: Any trustee(s)/officer(s) may be disqualified from his/her position for misconduct (e.g., negatively influencing the operations of the school and/or Masjid, deviating from the stated vision of the foundation, criminal conviction, immorality or any other unacceptable behavior). The trustee(s)/officer(s) shall have the right to follow the appeals process as outlined in the by-laws.

ARTICLE V-ELECTIONS OF TRUSTEES

Section 1: Election of Trustees Process:

  1. Self-nomination is a disqualifier.
  2. Any general body member can nominate another general body member who meets the eligibility criteria as outlined in Section 6 of Article IV of this constitution at least five days before the announced election date. (Nomination is a trust between the nominator and Allah. Therefore a careful consideration should be made before nominating another person).
  3. The nominator must make a case for why the nominee is best suited to be a trustee through a detailed nomination form submitted to the secretary of the Foundation.
  4. A nominee must receive at least three completed nominations/letters of recommendations for the board of trustees’ deliberations.
  5. Existing members of the board of trustees must deliberate the nominations and make recommendation to the general body for approval.
  6. A nomination will be rejected if 50% of the existing trustees oppose the nominee.
  7. The number of new trustees should be determined by the existing trustees depending upon the prevailing needs.
  8. After existing board of trustees’ approval, the nominees’ names will be presented to the General body for election.
  9. The nominee will become a Trustee upon accepting the invitation to serve on the board of trustees.

Section 2: Nominations should be submitted to the secretary in writing one week before the announced date of elections to allow election committee to confirm that the nominees meet the eligibility criteria.

Section 3: Election date shall be announced at least two weeks in advance. The secretary shall be responsible for informing all members of the election date and process.

Section 4: Officers election shall be made by the Members of the board of Trustees.

ARTICLE VI – EXECUTIVE COUNCIL AND OFFICERS

Section 1 – Authority: The executive council shall coordinate the affairs of the Board of Trustees. The council has the authority to make executive decisions. The officers of the Foundation shall consist of President (Amir), Vice-President, Secretary, Treasurer and property manager. Additional officers may be designated by the Board of Trustees and the Executive Council. Except for the President and Vice-President, other officers do not have to be members of the board of trustees. They shall be appointed by the board of trustees with a majority vote.

Section 2 – Eligibility: President and Vice President must be active members of the board of Trustees.

Section 3 – Election: Officers shall be selected by the board of trustees and shall serve for a period of two year. President and Vice President will not hold an office for more than two consecutive terms. Officers shall be elected by plurality of the trustees.

Section 4: The duties of the officers are as follows:

1. President-Preside over all meetings of the board of trustees. Act as the official representative of the Foundation at other internal and external meetings and events as appropriate and necessary.

2. Vice-president-Preside over all meetings of the board of trustees in the absence of the president. Succeed the president if the president were unable to complete his/her term of office.

3. General Secretary-Record and produce minutes of all meetings. Handle all formal correspondence between members and officers of the Foundation. Keep records of correspondence with external entities and groups. General Secretary does not have to be a member of the board of trustees. General Secretary is the official spokes person for the foundation.

4. Treasurer-Handle all financial transactions of the Foundation. Maintain accurate records of all transactions. Produce financial reports as required by the Foundation. Treasurer does not have to be a member of the board of trustees.

5. Property Manager-Handles the management and operational needs of the real estate. Makes recommendations to the trustees on the real estate condition, repairs need and related matters. Property manager does not have to be a member of the board of trustees.

ARTICLE VII-MEETINGS

Section 1: Regular meeting shall be held at least twice a year generally in March and October. The trustees meeting in March shall be dedicated as annual planning conference. A special meeting may be called by the Executive Council President at any time with at least two weeks’ advance notice.

Section 2: A quorum shall be present in order to conduct the official business of the Foundation. A quorum shall consist of at least 75% of the board of trustees.

Section 3: Decisions shall be made by a majority vote of the trustees in a meeting.

ARTICLE VIII-ADVISERS

Section 1: The President of the board of trustees in consultation with the Board of Trustees may appoint one or more advisers or a Board of Advisers to support the activities of the Foundation in the specialized area. Such appointments shall usually be for a period of two years, however, depending upon the organizational needs, the Executive Council President may alter the duration and number of advisers.

ARTICLE IX-POLICIES

Section 1: Any money acquired by the Foundation, including donations, contributions and bequests, shall be paid into an account operated by the foundation representatives appointed by the Executive Council in the name of the Foundation. All funds must be applied to the objects set forth by the Foundation and for no other purpose.

Section 2: Bank accounts shall be opened in the name of the Foundation. Any deeds relating to the Foundation’s account shall be signed by the President and the Treasurer of the Executive Council.

Section 3:  Any income/expenditure shall be the responsibility of the Treasurer who will be accountable to ensure funds are utilized effectively and that the Foundation stays within budget. Official accounts shall be maintained, and will be examined annually by an independent accountant who is not a member of the Foundation’s Board of Trustees. An annual financial report for the previous year shall be presented during the first quarter of the current year. The Foundation’s accounting year shall run from January 01 to December 31.

Section 4: Whenever a trustee or an officer of the First State Islamic Foundation has a financial or personal interest in any matter coming before the board of Trustees, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested trustees determine that it is in the best interest of the Foundation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

ARTICLE X-AMENDMENTS

Section 1: Amendments must be made in accordance with the vision and mission of the foundation.

Section 2: Any trustee of the Foundation may propose amendments to the constitution. Such proposals shall be submitted in writing to the secretary at least 1 month prior to a regularly scheduled meeting. The secretary will present the amendment to the board of trustees at the next regular meeting. The amendment will be voted on at a subsequent meeting.

Section 3: Duly proposed amendments shall be submitted to a vote of the trustees providing a quorum is present. A two-thirds majority vote in favor shall be required for adoption of such amendments.

ARTICLE X-DISSOLUTION

Section 1: If the general body decides on the dissolution of the Foundation, residual assets shall be distributed to the constituent entities. If the constituent entities have been already been dissolved, then the residual assets shall be distributed to other non-profit Islamic organization(s).