IN THE NAME ALLAH MOST GRACIOUS MOST MERCIFUL BYLAWS OF WOODLANDS ISLAMIC CENTER

Transcription

1 IN THE NAME ALLAH MOST GRACIOUS MOST MERCIFUL BYLAWS OF WOODLANDS ISLAMIC CENTER ARTICLE 1: NAME AND LOCATION OF PRINCIPAL OFFICE 1.1 The name of this non-profit organization, which is organized under the Non-profit Corporation Act of the State of Texas, is Woodlands Islamic Center, doing business as Masjid Abu Huraira (herein referred to as the Corporation, Masjid, or WIC ). 1.2 The principal office of the WIC shall be situated in the State of Texas at such specific location as the Board of Trustees shall determine from time to time. 1.3 The current principal office location of the WIC is at 1701 Sawdust Road, Spring, TX ARTICLE 2: PURPOSE 2.1 The purposes of WIC are to follow the Islamic teachings of the Ahl-as Sunnah wa al- Jammah, in order to serve the best interests of Islam and Muslims of Montgomery County. To that end, the WIC intends to engage in activities similar to the following: Hold and arrange congregational prayers and Islamic religious festivals at proper times in accordance to the tradition of Islam Conduct religious, educational & charitable programs and activities that advance and promote unity among Muslims residing in the Montgomery County area Promote friendly relations between Muslims and non-muslims and to foster a Muslim community based on Islamic principles of brotherhood, equality, mutual help and Islamic teachings of peace, love and justice in order to advance the teachings of Islam and to serve the Muslim community and the community at large in the Greater Montgomery County area. 2.2 WIC s purposes are non-profit, non-political, religious, cultural, charitable, and educational. 2.3 WIC is an organization that shall be operated exclusively for religious, Educational and charitable purposes within the meaning of sections 170(c)(2)(B), 501(c)(3), 2055(A)(2), 2106 or 2522(a)(2) of the Internal Revenue Code. 2.4 No part of the net earnings or assets of WIC shall inure to the benefit of, or be distributable to the members, Trustees, Officers, other private individuals, or organizations organized and operating for profit (except that WIC shall be authorized and empowered to pay 1 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r

2 reasonable compensation for or make payments and distributions in furtherance of the purposes as hereinabove stated). 2.5 No substantial part of the activities of WIC shall be the carrying on of propaganda or otherwise attempting to influence legislation, and WIC shall be empowered to make the election authorized under Section 501(h) of the Internal Revenue Code. WIC shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. 2.6 Notwithstanding any other provisions herein, WIC shall not carry on any activities not permitted to be carried on: (a) By an organization exempt from federal income tax under Section 501(a) of the Internal Revenue Code as an organization described in Section 501(c) of such Code, and/or (b) By an organization, contributions to which are deductible under Sections 170(c)(2),2055(A)(2),2106 or 2522(a)(2) of the Internal Revenue Code. 2.7 In furtherance of its purposes, WIC may conduct social and religious activities aimed at preserving Islamic principles and values, and WIC shall strive to provide an environment for Muslims that shall strengthen their Islamic beliefs and engage in Islamic activities. 2.8 Provided it will not jeopardize its non-profit status, the WIC may promote Islamic education through establishing and maintaining facilities such as, but not limited to, Masjid, Libraries, Islamic centers, Sunday Schools, Summer camp and institutions for higher learning. WIC may for example decide to establish cemeteries, funeral facilities, community centers, child care centers, health centers and chapters pursuing similar objectives in adjacent communities. Nevertheless, these examples shall in no case bind WIC to do these activities, nor prevent WIC from pursuing other activities that are in harmony with the overarching purposes of the WIC. 2.9 NO PART OF THESE BYLAWS SHALL BE IN VIOLATION OF ARTICLE TWO (2). ARTICLE 3: REGISTERED AGENT: The registered office and registered agent of the Corporation shall be as set forth in the Corporation's most recent Public Information Report. The registered office or the registered agent may be changed by resolution of the Board of Trustees, upon making the appropriate filing with the Secretary of State. ARTICLE 4 MEMBERS 4.1 CLASSES OF MEMBERS: The Corporation shall have two classes of members: 1) nonvoting members and 2) voting members. 4.2 Non-Voting Members: A Non-Voting Member shall be any Muslim who agrees to obey the generally accepted practices of the Masjid that are compatible with the Quran and Sunnah, and to abide by these Bylaws and other rules of the Masjid. A Non-Voting Member shall not be entitled to vote on any matter related to the Corporation. 2 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r

3 4.3 Voting Members: Voting Members must meet the following qualifications for membership: Any Muslim at least sixteen (16) years of age, Who agrees to obey the generally accepted practices of the Masjid that are compatible with the Quran and Sunnah. Who agrees to abide by these Bylaws and other rules of the Masjid, and Whose primary residence is located in any of the following zip codes: A voting member must have a valid Texas state ID with proof of address of any of the above eight (8) zip codes. 4.5 The Executive Committee will consider anyone who applies for membership in the Corporation by completing such forms, and paying such membership fee or fees as shall from time to time be designated by the Executive Committee, in accordance with Article Five. 4.6 Voting Members shall be entitled to vote in accordance with these Bylaws. ARTICLE 5: APPROVAL OF MEMBERS 5.1 Non-voting Members and Voting Members shall be approved by the Executive Committee applying the standards of Article Four in good faith. 5.2 An affirmative vote of fifty-one percent (51.00%) of the Executive Committee shall be required for approval. 5.3 The Board of Trustees may designate one or more officers, or form one or more committees, with the right to challenge, investigate, or verify if any existing voting members, non-voting members, or one or more potential new members are compliant with Article four (4). ARTICLE 6: MEMBERSHIP FEES 6.1 The Executive Committee may set membership fees from time to time, provided that any increase in membership fees shall be reasonable, made in good faith, and shall be applicable equally to all voting members, or equally to all non-voting members, as they case may be. 3 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r

4 6.2 The Executive Committee or the Board of Trustees may waive or reduce a membership fee for a Member on a case by case basis if they determine in good faith that a Member has inadequate means to pay or the membership fee would place undue hardship on the Member. Article 7: SUSPENSION OF MEMBERSHIP 7.1 The Executive Committee by affirmative vote of sixty-six percent (66.00%) may temporarily suspend membership and temporarily revoke rights and privileges, in whole or in part, of any member in any of the following occurrences or similar: Failure to pay membership fees Failure to continue to meet the qualifications of Membership as outlined in these Bylaws or the membership application, Felony Conviction of a member in a court of law for committing a criminal act Direct or indirect involvement of a member in any attempt to obstruct any of WIC programs, activities, bylaws, and rules & guidelines Dissemination by a member of any publications or leaflets that may attack the integrity of WIC, any of its appointed or elected officers, staff, and volunteers Excessive use of foul or threatening language, or intimidation of other community and masjid members Repeated disruption of Halaqas, prayers, official announcements, meetings, and any WIC activities. 7.2 A voting member whose membership has been recommended for suspension or whose rights and privileges have been partially revoked by an Officer or committee authorized under Article 7, has a right to appeal to the Board of Trustees within 30 days of his/her Masjid membership being suspended or rights and privileges partially revoked. The Board of Trustees shall respond to each case within 30 days of the appeal. No member is entitled to a hearing, but a hearing may be held if requested by the affected member. 7.3 The Board of Trustees decision is final and conclusive in all matters regarding the suspension of membership or partial revocation of rights and privileges of any member. ARTICLE 8: TERMINATION OF MEMBERSHIP 4 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r

5 8.1 The Executive Committee by affirmative vote of sixty-six percent (66.00%), may suspend or expel either a Non-voting Member or a Voting Member for cause after an appropriate hearing. 8.2 Cause for terminating, or temporarily suspending, the membership of either a Non-voting Member or a Voting Member shall be done in good faith and be for good reasons, consistently applied for similar offenses, but on a case by case basis considering the age and understanding of the offending member, and the duration, frequency, and severity of the offense, which offenses shall include but are not limited to: i) Failure to pay membership fees, unless waived by Executive Committee. ii) Failure to continue to meet the qualifications mentioned in the membership application or Article IV of these Bylaws. iii) Felony Conviction of a member in a court of law for committing a criminal act, but not for a routine traffic violation. iv) Direct or indirect involvement of a member in any attempt to obstruct any of the Corporation s programs, activities, rules, and these Bylaws. v) Dissemination by a member of any publications or leaflets that may attack the integrity of the Corporation, or any of its appointed or elected officers, staff, and volunteers. vi) Excessive use of foul or threatening language, or intentional intimidation of other vii) community and masjid members. Repeated disruption of Halaqas, prayers, official announcements, executive committee meetings, general body meetings, and any of the activities of the Corporation. 8.3 A voting member may appeal to the Board of Trustees within 30 days of his/her Masjid membership being terminated or rights and privileges partially revoked. The Board of Trustees shall respond to each case within 30 days of the appeal. ARTICLE 9: RESIGNATION 9.1 Any member of Executive Committee may resign by filing a written resignation to the Board of Trustees. Resignation must be accepted by Board of Trustees. 9.2 Any member of Board of Trustees may resign by filing a written resignation to the Chairman of the Board of Trustee and summary will be sent to the Executive Committee. ARTICLE 10: REINSTATEMENT Upon written request signed by a former member and filed with the General Secretary the Executive Committee may, by the affirmative vote of fifty-one percent (51.00%) of the Executive Committee, reinstate such former member to membership upon such terms as the Executive Committee may deem appropriate. ARTICLE 11: PLACE OF MEETING 5 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r

6 11.1 The Executive Committee may designate any place, either within or out of the State of Texas, as the place of meeting for any annual meeting or for any special meeting called by the Executive Committee The Board of Trustees may designate any place, either within or out of the State of Texas, as the place of meeting for any annual meeting or for any special meeting called by the Board of Trustees If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Texas, but if all of the members shall meet at any time and place either within or without the State of Texas and consent to the holding of a meeting, such meeting shall be valid without call or notice, and any corporate action may be taken at such meeting. ARTICLE 12: ANNUAL MEETING 12.1 The annual meeting of members shall be held on the date and time set by the Board of Trustees Failure to hold the annual meeting at the designated time shall not work a dissolution of the Corporation In the event the Executive Committee fails to call the annual meeting at the designated time, any voting member may make demand that such meeting be held within a reasonable time, such demand to be made in writing by registered mail directed to any officer of the Corporation. If the annual meeting of members is not called within (Ninety) 90 days following such demand, any voting member may compel the holding of such annual meeting by legal action directed against the Executive Committee, and all of the extraordinary writs of common law and of courts of equity shall be available to such member to compel the holding of such annual meeting. ARTICLE 13: NOTICE OF MEMBERS' MEETING Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally, by facsimile transmission, or WIC website, by mail, by or at the direction of the President, or the General Secretary, or the officers or persons calling the meeting, to each voting member entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the voting member at the voting member's address as it appears on the records of the Corporation, with postage thereon paid. If transmitted by facsimile, notice is deemed to be given on successful transmission of the facsimile. Notice may also be given by provided a reasonable effort has been made to keep a record of all addresses of all voting members. Finally, notice of a member s meeting may also be made by oral 6 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r

7 announcement at a regularly scheduled worship service before the meeting, as allowed by the Texas Business Organizations Code Sec ARTICLE 14: VOTING OF MEMBERS 14.1 Each voting member shall be entitled to one (1) vote on each matter submitted to a vote of the voting members, except to the extent that the voting rights of voting members are limited, enlarged, or denied by the Certificate of Formation or these Bylaws At each election for trustees or officers every voting member entitled to vote at such election shall have the right to vote, in person or by proxy, for as many persons as there are trustees or officers to be elected and for whose election the member has a right to vote. The vote of the majority of the votes entitled to be cast by the voting members present, or represented by proxy at a meeting at which a quorum is present, shall be the act of the members meeting, unless the vote of a greater number is required by law, the Certificate of Formation, or these Bylaws Any vote may be taken by voice or show of hands or by members signature. ARTICLE 15: QUORUM OF MEMBERS 15.1 Unless otherwise provided in the Certificate of Formation or in these Bylaws, voting members holding forty percent (40%) of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum. Unless otherwise provided in the Certificate of Formation or these Bylaws, once a quorum is present at a meeting of members, the voting members represented in person at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any voting member or the refusal of any member represented in person to vote shall not affect the presence of a quorum at the meeting Unless otherwise provided in the Certificate of Formation or these Bylaws, the voting members represented in person or by proxy at a meeting of members at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the majority of the voting members represented in person or by proxy at that meeting The board of trustees cannot adjust the quorum requirements herein for a meeting where an election will be held for a position of trustee. However, for any other meeting, including a meeting for the election of officers, the Board of Trustees may temporarily change the quorum requirements of this Article 15, in good faith, to account for changed circumstances, provided a quorum shall never be less than 25% of all voting members. ARTICLE 16: FIXING RECORD DATES FOR DETERMINING MEMBERS ENTITLED TO VOTE AND NOTICE 7 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r

8 16.1 The record date for determining the voting members entitled to notice of a members' meeting and for determining the members entitled to vote at a members' meeting shall be the close of business on the business day preceding the date on which notice is given, such date in any case not be earlier than the 60th day before the date the action requiring the determination of voting members is originally to be taken A determination of voting members entitled to notice of or to vote at a members' meeting is effective for any adjournment of the meeting unless the Board of Trustees fix a new date for determining the right to notice or the right to vote. The Board of Trustees must fix a new date for determining the right to notice or the right to vote if the meeting is adjourned to a date more than ninety (90) days after the record date for determining members entitled to notice of the original meeting. ARTICLE 17: VOTING LISTS 17.1 After fixing a record date for the notice of a meeting, the Corporation shall prepare an alphabetical list of the names of all the voting members who are entitled to notice of the meeting. The list must show the address and of each voting member. The Corporation shall maintain, through the time of the members' meeting, a list of voting members who are entitled to vote at the meeting Not later than Seven (7) business days after the date notice is given of a meeting for which a list was prepared, as provided above, and continuing through the meeting, the list of voting members must be available for inspection by any voting member entitled to vote at the meeting for the purpose of communication with other members concerning the meeting at the Corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. 17. The Corporation shall make the list of voting members available at the meeting, and any voting member or voting member's agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment. ARTICLE 18: COMMITTEES OF THE MEMBERS 18.1 The Board of Trustees may designate one or more committees other than Executive Committee which, to the extent provided in such resolution, shall have and exercise the authority of the voting members in the management of the Corporation, except as limited by the Certificate of Formation, these Bylaws or the Texas Business Organizations Code. Each such committee shall consist of two or more voting members. The designation of such committees and the delegation thereto of authority shall not operate to relieve the voting members of any responsibility imposed upon it or him by law Each member of a committee shall continue at the discretion of the Board of Trustees. One member of each committee shall be appointed chairman by the person or persons authorized to 8 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r

9 appoint the members thereof. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments Unless otherwise provided in the resolution designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Trustees. ARTICLE 19: BOARD OF TRUSTEES 19.1 To the extent not limited or prohibited by law, the Certificate of Formation or these Bylaws, the powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of the Board of Trustees of the Corporation. Trustees need not be residents of the State of Texas or members of the Corporation unless the Certificate of Formation or these Bylaws so require Without limiting the generality of section 19.1, the Board of Trustees shall make all decisions in consultation of the Executive Committee regarding construction of the new building of worship and related structures, all fundraising efforts, finances, and fair and transparent annual elections for officers Among its responsibilities, the Board of Trustees shall provide oversight over the Officers of the Corporation Any decision of any Officer, or any committee, including the Executive Committee, may be vetoed, overwritten, or amended the Board of Trustees if found in violation of Article The Board of Trustees may remove an Officer of the Corporation if found in violation of Article 2, as may be determined by the Board of Trustees in their reasonable discretion. Removal of any Officer must be by unanimous vote of all the Trustees. ARTICLE 20: NUMBER AND ELECTION OF TRUSTEES 20.1 The number of trustees shall be three (3) provided that the number may be increased or decreased from time to time by an amendment to these Bylaws or resolution adopted by the Board of Trustees, provided that the number of trustees may not be decreased to fewer than three (3). No decrease in the number of Trustees shall have the effect of shortening the term of any incumbent trustee A trustee shall hold office until the next election of trustees and until said trustee's successor shall have been elected, appointed, or designated and qualified Normally, a trustee will serve for a period of seven (7) years. However, given the upheaval and damage caused by recent litigation that resulted in uncertainty in the leadership, and given that the Corporation will shortly begin construction of a new building, and that continuity and 9 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r

10 consistency will be beneficial for the Corporation in this new phase, the initial trustees to serve beginning as of the date of these Bylaws shall serve for an initial term of seven (7) years The names of the initial Board of Trustees to serve beginning as of the date of these Bylaws are: ANNEX 1A 20.5 Successor trustees shall be appointed by the vote of 51.00% of the Voting Members at an annual or special meeting called for that purpose. Any successor trustee after the initial trustees (except for a successor trustee chosen by the other trustees, to fill the unexpired term of an initial trustee that has died, resigned, or been removed for cause) shall serve for a term of five (5) years. ARTICLE 21: CHAIRMAN OF THE BOARD OF TRUSTEES 21.1 A Chairman of the Board of Trustees shall have the following responsibilities in addition to being a Trustee: Calling and presiding over Board of Trustees meetings. Calling and presiding over joint meetings of the Board of Trustees and the Executive Committee. Being the spokesman, representative, and correspondent of activities. He should consult and keep other members informed about Board of Trustees activities. Maintain a record of minutes for the Board of Trustees meetings. At the beginning of any meeting he shall present the minutes of the previous Board of Trustees meeting for approval. Discuss and meet with the President and/or the Executive Committee The Chairman of the Board of Trustees may at any time delegate any one or more of his responsibilities to another Trustee, an Officer, or a voting Member, in the discretion of the Chairman of the Board of Trustees, provided that any delegated authority is monitored by and subject to the approval of the Chairman. ARTICLE 22: REMOVAL OF BOARD OF TRUSTEES: 22.1 A Trustee may not be removed from office except for good cause, by the persons entitled to elect, designate, or appoint the Trustee. If the Trustee was elected to office, removal requires an affirmative vote equal to the vote necessary to elect the Trustee Notwithstanding the foregoing, the Trustees named in Section 20.4 shall not be removed except for good cause, by a vote of not less than 66.00% of the Voting Members at an annual or special meeting called for that purpose Good cause for the purposes of removal of a Trustee shall be any of the reasons for Cause for terminating, or temporarily suspending, the membership of a Voting Member as described in these Bylaws. 10 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r

11 ARTICLE 23: RESIGNATION A trustee may resign by providing written notice of such resignation to the Corporation. The resignation shall be effective upon the date of receipt of the notice of resignation or the date specified in such notice. ARTICLE 24: VACANCIES AND INCREASE IN NUMBER OF TRUSTEES Any vacancy occurring in the Board of Trustees shall be filled by the affirmative vote of a majority of the remaining trustees though less than a quorum of the Board of Trustees. A trustee elected to fill a vacancy shall be elected for the unexpired term of the previous trustee. Any trusteeship to be filled by reason of an increase in the number of trustees shall be filled by election at an annual meeting or at a special meeting of members called for that purpose. ARTICLE 25: ANNUAL MEETING OF TRUSTEES Immediately following each annual meeting of members, the Board of Trustees shall hold an annual meeting at which they shall review the proceedings of the prior year and transact such other business as shall come before the meeting. The time and place of the annual meeting of the Board of Trustees may be changed by resolution of the Board of Trustees. ARTICLE 26: REGULAR MEETING OF TRUSTEES Regular meetings of the Board of Trustees may be held with or without notice at such time and place as may be from time to time determined by the Board of Trustees. ARTICLE 27: SPECIAL MEETINGS OF TRUSTEES 27.1 The Chairman of the board of trustees has right to call special meetings of the Board of Trustees and Executive Committee special meetings whenever requested to do so by the President or by one (1) or more trustees or Executive Committee members. Such special meetings can be held at such time as may be directed by the Chairman in the Notice of the meeting Notice of any special meeting of the Board of Trustees or of the Executive Committee shall be given at least three (3) days previously thereto by written notice delivered personally or sent by at the last known address as shown by the records of the Corporation, or any other reasonable way. Any Trustee or member of the Executive Committee, as applicable, may waive notice of any meeting. The attendance of a Trustee or member of the Executive Committee, as applicable, at any meeting shall constitute a waiver of notice of such meeting, except where a Trustee or member of the Executive Committee, as applicable, attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transaction at, nor the purpose of, any regular or special 11 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r

12 meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws. ARTICLE 28: PLACE OF TRUSTEES' MEETINGS All meetings of the Board of Trustees shall be held either at the principal office of the Corporation or at such other place, either within or without the State of Texas, as shall be specified in the notice of meeting or executed waiver of notice. ARTICLE 29: QUORUM AND VOTING OF TRUSTEES 29.1 A quorum for the transaction of business by the Board of Trustees shall be a majority of the number of trustees fixed by these Bylaws. Trustees present by proxy may not be counted toward a quorum The act of the majority of the trustees present in person or by proxy at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by law or the Certificate of Formation or elsewhere in the Bylaws. ARTICLE 30: COMPENSATION: 30.1 Trustees, as such, shall not receive any stated salary for their services, but by resolution of the Board of Trustees a fixed sum and expenses of attendance, if any, may be allowed for attendance at any meeting of the Board or Trustees A trustee shall not be precluded from serving the Corporation in any other capacity and receiving compensation for such services. Members of committees may be allowed similar compensation and reimbursement of expenses for attending committee meetings. ARTICLE 31: ACTION BY TRUSTEE OR EXECUTIVE COMMITTEE WITHOUT MEETING 31.1 Any action required by the Texas Business Organizations Code to be taken at a meeting of the Board of Trustees, or any action which may be taken at a meeting of the Executive Committee or any committee, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all the Board of Trustees entitled to vote with respect to the subject matter thereof, or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote If the Corporation's Certificate of Formation so provide, any action required by the Texas Business Organizations Code to be taken at a meeting of the Board of Trustees or any action that may be taken at a meeting of the Board of Trustees of any committee may be taken without a 12 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r

13 meeting if a consent in writing, setting forth the action to be taken, is signed by a sufficient number of Board of Trustees committee members as would be necessary to take that action at a meeting at which all of the Board of Trustees or members of the committee were present and voted Each written consent shall bear the date of signature of each Trustee or committee member who signs the consent. A written consent signed by less than all of the Board of Trustees or committee members is not effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner required by this section, a consent or consents signed by the required number of Board of Trustees or committee members is delivered to the Corporation at its registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of Board of Trustees or committees are recorded. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Corporation's principal place of business shall be addressed to the President or principal executive officer of the Corporation Prompt notice of the taking of any action by Board of Trustees or a committee without a meeting by less than unanimous written consent shall be given to all Board of Trustees or committee members who did not consent in writing to the action If any action by Board of Trustees or a committee is taken by written consent signed by less than all of the Board of Trustees or committee members, any articles or documents filed with the Secretary of State as a result of the taking of the action shall state, in lieu of any statement required by this Act concerning any vote of the Board of Trustees or committee members, that written consent has been given in accordance with the provisions of section of the Texas Business Organizations Code and that any written notice required by such section has been given A telegram, telex, cablegram, or similar transmission by a Trustee or member of a committee or a photographic, photo static, facsimile,.pdf, or similar reproduction of a writing signed by a Trustee or member of a committee shall be regarded as signed by the Trustee or member of a committee for purposes of this section. ARTICLE 32 OFFICERS AND EXECUTIVE COMMITTEE 32.1 The officers of the Corporation shall consist of a president and a secretary and may also consist of one or more vice-presidents, a treasurer, and such other officers and assistant officers as may be deemed necessary. New offices may be created at any meeting of the Board of Trustees. Any two or more offices may be held by the same person, except the offices of president and secretary. A committee duly designated may perform the functions of any officer and the functions of any two or more officers may be performed by a single committee, including the functions of both president and secretary An Executive Committee shall consist of the President, Vice-President(s), Treasurer, and Secretary. They shall meet regularly together to discuss and make decisions regarding the day-to- 13 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r

14 day operations of the Corporation, subject to review and approval of the Board of Trustees. ARTICLE 33: ELECTION OF OFFICERS AND TERM OF OFFICE All officers shall be elected or appointed by the Voting Members at the regular annual meeting, or any special meeting, or by unanimous decision made jointly by Board of Trustees and the Executive Committee, for such terms not exceeding two (2) years. Nevertheless, the Board of Trustees may choose to extend the term of any officer and delay an election for such office up to one (1) additional year. Election by Voting Members must be made by Ballot or more than 50% signed approval by members. ARTICLE 34: POWERS OF OFFICERS 34.1 Each officer shall have, subject to these Bylaws, in addition to the duties and powers specifically set forth herein, such powers and duties as are commonly incident to that office and such duties and powers as the Board of Trustees shall from time to time designate All officers and agents of the Corporation, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in theses Bylaws, or as may be determined by resolution of the Board of Trustees not inconsistent with these Bylaws In the discharge of a duty imposed or power conferred on an officer of a Corporation, the officer may in good faith and with ordinary care rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person, that were prepared or presented by: (1) one or more other officers or employees of the Corporation, including members of the Board of Trustees; or (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence An officer is not relying in good faith within the meaning of this section if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this subsection unwarranted. ARTICLE 35: PRESIDENT AND VICE PRESIDENT 35.1 The President shall preside at all meetings of the Corporation including the Executive Committee The President shall also be charged with the general management and supervision of the affairs and operation of the WIC During the absence or inability of the President, his duties and powers should be exercised by the Vice-President, or as otherwise decided by the Board of Trustees The President shall receive no remuneration unless approved by the Board of Trustees The Vice-President, or Vice-Presidents in order of their rank as fixed by the Board of 14 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r

15 Trustees, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. ARTICLE 36: THE SECRETARY AND ASSISTANT SECRETARIES: 36.1 The Secretary shall record all facts and minutes of all the Executive Committee meetings and the general meetings in the books kept for that purpose He shall give notices of all the scheduled meetings required to be given to members and urgent meeting upon request by the President He shall be the custodian of the seal of the Masjid and of all books, papers, records, correspondence, contracts and other documents belonging to the Masjid which he shall deliver up when authorized by these Bylaws, or a resolution, to such person or persons as may from time to time be determined by the Executive Committee He shall provide a copy of any official information to any member of the Masjid on request, subject to the reasonable discretion of the President and the Chairman of the Board of Trustees In the absence of the Secretary his duties and powers should be exercised by the decision of the Executive Committee The Secretary shall receive no remuneration unless approved by the Board of Trustees The Assistant Secretaries shall in order of their rank as fixed by the Board of Trustees, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary, and they shall perform such other duties as the Board of Trustees shall prescribe In the absence of the Secretary or an Assistant Secretary, the minutes of all meetings of the board and members shall be recorded by such person as shall be designated by the President or by the Board of Trustees. ARTICLE 37: THE TREASURER AND ASSISTANT TREASURERS 37.1 The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Masjid in proper books of account and shall deposit all money or other valuable effects in the name and to the credit of the Masjid in such bank or banks as may from time to time be designated by the Executive Committee He shall disburse the funds of the Masjid under the direction of the, taking proper vouchers therefor and shall render to the Executive Committee at the regular meetings thereof or whenever required of him, an account of all his transactions as Treasurer and of the financial position of Masjid The Treasurer shall deal with the bank deposits and statements and keep the check books He shall also perform such other duties as may from time to time be determined the Executive Committee The Treasurer shall receive no remuneration unless approved by the Board of Trustees The Assistant Treasurers in the order of their seniority shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer, and they shall perform such other duties as the Board of Trustees shall prescribe. ARTICLE 38 - CERTIFICATES OF MEMBERSHIP 15 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r

16 The Executive Committee may provide for the issuance of certificates, or cards, or other instruments evidencing membership rights, voting rights or ownership rights (hereinafter referred to as "certificates"), which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or Vice President and by the Secretary or an Assistant Secretary. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Trustees determine. ARTICLE 39: ISSUANCE OF CERTIFICATES When a member has been approved for membership and has paid any initiation fee and dues that may then be required, a certificate shall be issued in that member's name and delivered to the member by the Secretary, if the Executive Committee shall have provided for the issuance of certificates of membership under the provisions of Article 38. ARTICLE 40 - INDEMNIFICATION AND INSURANCE The Corporation shall have the full power to indemnify and advance or reimburse expenses pursuant to the provisions of the Texas Business Organizations Code to any person entitled to indemnification under the provisions of the Texas Business Organizations Code The Corporation may purchase and maintain insurance or another arrangement on behalf of any person who is or was a member, trustee, officer, employee, or agent of the Corporation or who is or was serving at the request of the Corporation as a trustee, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, employee benefit plan, other enterprise, or other entity, against any liability asserted against him or her and incurred by him or her in such a capacity or arising out of his or her status as such a person, whether or not the Corporation would have the power to indemnify him or her against that liability. If the insurance or other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the Corporation would not have the power to indemnify the person only if including coverage for the additional liability has been approved by the members of the Corporation. Without limiting the power of the Corporation to procure or maintain any kind of insurance or other arrangement, the Corporation may, for the benefit of persons indemnified by the Corporation, (1) create a trust fund; (2) establish any form of self-insurance; (3) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Corporation; or (4) establish a letter of credit, guaranty, or surety arrangement. The insurance or other arrangement may be procured, maintained, or established within the Corporation or with any insurer or other person deemed appropriate by the Executive Committee regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by the Corporation. In the absence of fraud, the judgment of the Executive Committee as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive 16 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r

17 and the insurance or arrangement shall not be voidable and shall not subject the trustees approving the insurance or arrangement to liability, on any ground, regardless of whether trustees participating in the approval are beneficiaries of the insurance or arrangement. ARTICLE 41- EMERGENCY MANAGEMENT OF THE CORPORATION In the event of an emergency, to the extent not limited or prohibited by law, the Certificate of Formation or these Bylaws, the following provisions regarding the management of the Corporation shall take effect immediately. Pursuant to The Texas Business Organizations Code, an emergency exists if a majority of the Corporation's governing persons cannot readily participate in a meeting because of the occurrence of a catastrophic event. (1) Procedures for calling a meeting of the Board of Trustees are as follows: In the event of an emergency, a meeting may be called following the attempt of not less than two hours notice to each trustee. Said notice may be given by electronic transmission as defined in the Texas Business Organizations Code, including facsimile transmission, transmission to an electronic mail address provided by the trustee, as well as by telephone. (2) The minimum requirements for participation at the meeting of the Board of Trustees are as follows: All trustees participating must be able to communicate with the other trustees either in person, by telephone conference, or by electronic or other remote communications technology. (3) Designation of any additional or substituted trustees is as follows: The Board of Trustees is to approve and maintain a current list of officers or other persons to serve as trustees to the extent necessary to provide a quorum at any meeting held while these emergency bylaws are in effect. These emergency provisions take effect only in the event of an emergency as defined hereinabove, and will no longer be effective after the emergency ends. Any and all provisions of the Certificate of Formation or these Bylaws that are consistent with these emergency provisions remain in effect during an emergency. Any or all of these actions of the Corporation taken in good faith in accordance with these provisions are binding upon this Corporation and may not be used to impose liability on a managerial official, employee, or agent of the Corporation. ARTICLE 42 MISCELLANEOUS WAIVER OF NOTICE Whenever any notice is required to be given to any member or trustee of the Corporation under the provisions of the Texas Business Organizations Code, the Certificate of Formation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice MEETINGS BY TELEPHONE CONFERENCE, ELECTRONIC OR OTHER REMOTE COMMUNICATIONS TECHNOLOGY Subject to the provisions required or permitted by the Texas Business Organizations Code and these Bylaws for notice of meetings, members of the Corporation, members of the Board of Trustees, or members of any committee may participate in and hold a meeting of such members, 17 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r

18 board, or committee by means of: (1) conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other; or (2) another suitable electronic communications system, including videoconferencing technology or the Internet, only if: (a) each member entitled to participate in the meeting consents to the meeting being held by means of that system; and (b) the system provides access to the meeting in a manner or using a method by which each member participating in the meeting can communicate concurrently with each other participant. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened SEAL The Corporation may adopt a corporate seal in such form as the Board of Trustees may determine. The Corporation shall not be required to use the corporate seal and the lack of the corporate seal shall not affect an otherwise valid contract or other instrument executed by the Corporation CONTRACTS The Board of Trustees may authorize any officer or officers, agent or agents of the Corporation, 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 Corporation, and such authority may be general or confined to specific instances CHECKS, DRAFTS, ETC. All checks, drafts or other instruments for payment of money or notes of the Corporation shall be signed by such officer or officers or such other person or persons as shall be determined from time to time by resolution of the Executive Committee DEPOSITS All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Trustees may select GIFTS The Executive Committee may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation LOAN FROM MEMBERS The Board of Trustees may accept on behalf of the Corporation any loan in consulting with Executive Committee for the general purposes or for any special purpose of the Corporation, provided that if the loan is a loan from a Member, then the Member may not charge or receive any interest or any remuneration whatsoever from the loan except for a right to receive a return of the principal amount back again over time. If a Trustee is loaning money to the Corporation, it must also be interest-free and free from any remuneration other than return of the principal, and the loan must be accepted by a majority of the disinterested trustees. 18 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r

19 42.9. BOOKS AND RECORDS The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the members, Executive Committee, and committees and shall keep at the registered office or principal office in this State a record of the names and addresses of its members entitled to vote. A member of the Corporation, on written demand stating the purpose of the demand, has the right to examine and copy, in person or by agent, accountant, or attorney, at any reasonable time, for any proper purpose, the books and records of the Corporation relating to the stated purpose, at the expense of the member FINANCIAL RECORDS AND ANNUAL REPORTS The Corporation shall maintain current true and accurate financial records with full and correct entries made with respect to all financial transactions of the Corporation, including all income and expenditures, in accordance with generally accepted accounting practices. All records, books, and annual reports (if required by law) of the financial activity of the Corporation shall be kept at the registered office or principal office of the Corporation in this state for at least three years after the closing of each fiscal year and shall be available to the public for inspection and copying there during normal business hours. The Corporation may charge for the reasonable expense of preparing a copy of a record or report FISCAL YEAR The fiscal year of the Corporation is January 1 to December 31. ARTICLE 43 CONSTRUCTION PRONOUNS AND HEADINGS All personal pronouns used in these Bylaws shall include the other gender whether used in masculine or feminine or neuter gender, and the singular shall include the plural whenever and as often as may be appropriate. All headings herein are for convenience only and neither limit nor amplify the provisions of these Bylaws INVALID PROVISIONS If any one or more of the provisions of these Bylaws, or the applicability of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications of any such provision shall not be affected thereby. ARTICLE 44 - AMENDMENT OF BYLAWS The Executive Committee and the Board of Trustees may make recommendations to amend or repeal these Bylaws, or make recommendations to adopt new Bylaws. Thereafter, 66.00% of the voting members present at a special meeting duly called, where a quorum is present, may then choose to amend or repeal these Bylaws or adopt new Bylaws in agreement with the recommendations of the Board of Trustees or otherwise. The Chairman of the Board of Trustees must agree upon changes or amendments of the Bylaws. 19 P a g e B y l a w s o f W o o d l a n d s I s l a m i c C e n t e r