BYLAWS A NORTH CAROLINA NON-PROFIT CORPORATION ARTICLE I NAME, PURPOSE & AFFILIATION

Transcription

1 BYLAWS A NORTH CAROLINA NON-PROFIT CORPORATION ARTICLE I NAME, PURPOSE & AFFILIATION Name of Corporation The name of this non-profit corporation shall be Muslim Community Center of Charlotte, Inc. It shall be permissible to refer to this non-profit corporation, both in these by-laws, and in any other corporate communications with others, except as prohibited by law, as either Muslim Community Center of Charlotte or MCC. Statement of Non-Profit Operation Muslim Community Center of Charlotte has been incorporated as a non-profit corporation with the North Carolina Secretary of State for organizing and operating a non-profit, religious/educational corporation in the State of North Carolina, on the basic principles of Islam while complying with all applicable local, state, and federal laws and regulations regarding non-profit corporations and charitable and religious organizations. Use of Real Estate Trust MCC real estate assets shall initially be titled to the Muslim Endowment & Community Asset (MECA) Foundation and held in trust to be preserved for use by Charlotte Muslim community. Use of the Trust shall be governed by the MECA MCC Real Estate Trust Agreement or any subsequent trust agreement mutually agreed to thereafter. This Trust Agreement shall hereafter be referred to as the Trust. The Board of Trustees may choose another Trust, such as NAIT. In the event the MCC enters a lease-to-own agreement with a financial institution to aid in the building of the facilities, the Board of Trustees shall allow the property to be placed in Trust until the lease term expires and the ownership reverts to MECA, NAIT or another similar Trust. Section 4. Principal Address of Corporation The principal address for the corporation is 3124 Johnston-Oehler Road, Charlotte, NC ARTICLE II MISSION AND VISION The Muslim Community Center of Charlotte shall be, with Allah's help, the first full Islamic Center in the University Area. With the help and participation of Charlotte Muslims, the MCC shall be an open organization receptive to all. Its mission is to develop the American Muslim identity per the teachings of the Holy Quran and lofty example of the Prophet Muhammad (PBUH). To build a community united by faith across all ethnic 1

2 backgrounds with the primary goal of integrating with American culture and collaborating with others to promote a morally upright society. ARTICLE III NON-DISCRIMINATION POLICY Membership in MCC shall be open to all Muslims in the Carolinas willing to abide by the rules and regulations of MCC, and willing to subscribe to the principles, objectives and goals set forth herein. MCC shall afford all persons of any religion, race, creed, gender, color, national origin or ethnicity access to all programs and activities generally afforded or made available to all members of MCC. ARTICLE IV GENERAL POWERS Muslim Community Center of Charlotte, Inc. shall have all powers necessary to carry out its affairs, including without limitation all those powers conferred upon non-profit corporations pursuant to N.C.G.S. 55A-3-02(a). The Board of Directors shall have all the power to act on behalf of the corporation and to exercise all corporate powers set forth in N.C.G.S. 55A Neither MCC, nor its Board of Trustees, Board of Directors, Executive Committee, employees or agents, shall engage in any activity prohibited to non-profit corporations, or religious or charitable institutions, by local, state, or federal law or regulation. The Board of Directors shall also perform the duties and responsibilities normally performed by officers of nonprofit corporations, unless and until the Board employs other officers to perform such duties. Section 4. The Board of Trustees shall serve as the arbiters of the corporation and act as a check to the Board of Directors to insure the corporation stays true to its mission and vision. ARTICLE V BOARD OF TRUSTEES Criteria of the Board of Trustees A MCC member may be selected to be on the Board of Trustees by the initial Board if he/she: 1) Subscribes and safeguards to the MCC mission, vision and goals; 2) Is a recognized and respected member of the Greater Charlotte Muslim community; 2

3 3) Display wisdom when it comes to handling disputes and conflict; 4) Is visible in the community; 5) Has served the MCC since its inception or in a leadership capacity in the MCC for greater than four years; 6) Is a member of the MCC in good standing; and 7) Be a law-abiding citizen or resident of the United States. Composition and Term of the Board of Trustees 1) The initial Board of Trustees are listed with the NC Secretary of State in the Amendment of the Articles of Incorporation dated April ) The Board of Trustees shall have no less than 7 members and no greater than 15 members. 3) The President of the Board of Directors shall be a member of the Board of Trustees and can only vote in the event of a tie. 4) Members of the Board of Trustees cannot simultaneously hold office in both the Board of Trustees and the Board of Directors. 5) No relatives may serve on the Board of Trustees simultaneously. 6) There must be a minimum of three women on the Board of Trustees at all times. 7) In the event a Board of Trustee member completes his/her term, moves out of the Greater Charlotte area, resigns or works contrary to the mission and vision of the MCC resulting in his/her removal, the remaining Board of Trustees may elect a replacement from the MCC membership who meet the criteria in Article V, Section I. 8) The initial Board of Trustees shall serve a term of 8 years without change to its membership. At the end of the eighth year and every two years thereafter, 1-2 members of the Board of Trustees can volunteer or be selected at random to vacate position. Election/Appointment to Fill Vacancy In the event, there is a vacancy or vacancies on the Board of Trustees, the remaining members of the Board of Trustees can elect a replacement based on the criteria in Article V, Section 4. Responsibilities of the Board of Trustees The Board of Trustees shall: 1) Provide input and oversees the appointment and evaluation of the Imam of the MCC. 2) Select five of its members to serve as arbiters of the corporation for all internal matters unresolved by the Board of Directors. 3) Choose a committee of three members for a list of nominees selected by the General Assembly. This committee shall run each election of the Board after the inaugural Board of Directors completes its term. In addition, the Board of Trustees shall provide a variety of assessment tools that the committee can utilize to help vet candidates. 4) Choose an advisory council from the nominees of the General Assembly to insure adequate representation. 5) Evaluate the performance of the Board of Directors annually and provides input on improvement. 6) Aid the Board of Directors in funds development and membership recruitment. 7) Appoint at least one member of the Board of Trustees to attend meetings with the Board of Directors representing the BOT. 8) Assign the President of the Board of Directors to chair meetings. 9) Appoint 3-5 members from its Board to arbitrate matters should the need arise. This arbitration committee shall select one person to lead and one person to record. 3

4 Section 5. Conflict of Interest During Arbitration In times of arbitration, if a member of the Board of Trustees is one of the disputing parties or is related to one of the disputing parties, the member must recuse themselves from said arbitration. In matters of arbitration, the Board of Trustees has the final decision. Decisions are binding on all parties unless they conflict with local, state or federal law. Section 6. Meetings and Quorum The Board of Trustees shall meet at least twice a year to assess the general health of the corporation, to select an election committee, evaluate the Board of Directors, or to arbitrate. During these meetings, quorum is a minimum of seven members. ARTICLE VI THE BOARD OF DIRECTORS Composition and Term of the Board of Directors The Board of Directors shall consist seven voting members elected by the General Assembly and three nonvoting members, the Imam, a member of the Board of Trustees and Executive Director of the corporation. The inaugural board shall serve two years. Subsequently, all elected members shall serve four years. Selection of the Board of Directors The Board of Directors shall be selected in the following manner: 1) The election committee shall use a screening tool to assess skill set and expertise for all potential candidates. All qualified individuals shall be placed on a ballot for vote. 2) Criteria for Board of Director nominees a. Excluding the inaugural year of elections, all nominees must have served in a leadership role in the corporation two out of the past four years. b. All nominees who have served the previous two full four year terms shall be ineligible. 3) Elections shall take place anytime in the last quarter of each election year. 4) Terms commence on January 1 in the subsequent year. 5) Excluding the inaugural year, the election committee will conduct the election in the General Assembly using secure electronic or paper ballot. Results of election should be posted within 24 hours after election closes. The Ballot 1) The Ballot shall be in a secure format on paper and/or electronic. 2) The Ballot shall list all qualified nominees. The General Assembly shall select up to seven names. 3) The Ballot shall provide a space for a General Assembly member to write in who he/she wants as President, Secretary and Treasurer from the seven the member chose. 4) The election committee shall tally the votes. The top seven shall serve as the next Board of Directors. 5) The election committee shall also tally the names written in for President, Secretary and Treasurer and provide to the seven elected members to guide them in the appointment of positions within the Board of Directors. 4

5 Section 4. Responsibilities of the Board of Directors The Board of Directors shall have the following responsibilities: 1) Conduct screening and interview process to select officers of the Executive Committee; 2) Approve all proposed amendments to these Bylaws prior to presenting to the General Assembly; 3) Oversee real estate and insure all filings related to the real estate are maintained according to the laws of the State of North Carolina; 4) Approve all contracts of the MCC after legal consultation; 5) Evaluate all Executive Committee officers; 6) Extend terms of Executive Committee officers after favorable evaluations, provide corrective action plans if performance is mediocre or remove officer if performance is poor. 7) Arbitrate all matters between Executive Committee members and/or General Assembly members; and 8) The Board of Directors reserves the right to veto a decision of the Executive Committee in the event it violates the tenets of Islam in accordance with Ahl Sunnah wa Jammah or the mission and vision of MCC set forth by the Board of Trustees. Section 5. Actions and Quorums. 1) No action shall be taken by the Board of Directors without a quorum; 2) Attendance at any meeting of five or more members in office immediately before the meeting begins shall constitute a quorum; and 3) No action to remove or replace a Board of Directors member shall be taken without the presence of the full Board. The presence of the Board of Directors member to be removed or replaced shall not be required, but said member shall not be denied access to any such meeting, nor a right to be heard at any such meeting. Section 6. Officers of the Board of Directors The Board of Directors shall have three officers to preside over MCC Corporate operations. These officers are President, Secretary and Treasurer. 1) Duties of the President. The President shall preside over Board of Directors meetings and shall, in all situations, cast the last vote among the Board. In addition, he shall have the following duties and responsibilities: a. Serve as the presiding officer for the Muslim Community Center of Charlotte, Inc.; b. Shall serve as the point of contact with city, state officials and all contractors and subcontractors in construction and real estate dealings; c. Preside over all Board of Directors meetings; d. LDrdinate with the MCC Executive Committee (EC) for annual reporting and General Assembly meetings; e. Hold EC accountable to annual plans and insuring mission, vision and ideological guidelines of MCC is honored; f. Represent the MCC in meetings with MECA Board of Trustees; g. Act as the authorized representative of MECA Foundation or similar Trust in the execution of any function as outlined in the MECA-MCC Trust Agreement or similar Trust Agreement; and h. Such other duties and responsibilities as the Board of Directors may assign from time to time. 2) Duties of the Secretary. The Secretary shall keep the board minutes and the corporate seal (if applicable) and shall have the following duties and responsibilities: 5

6 a. Serves as the record keeper of all Board of Directors and Board of Trustee meetings; b. Digitally store all minutes from Board meetings and each committee meeting of the MCC; c. Presides over Board of Directors meetings and represents the Board of Directors in the absence of the President; d. Appoints an interim record keeper in the event he/she must preside over a meeting in absence of President; and e. Such other duties as the Board of Directors may assign from time to time. 3) Duties of the Treasurer. The Treasurer shall be chosen, to the extent possible, based upon his or her education or training in financial matters, and shall have the following duties and responsibilities: a. Insure Financial Director (FD) is maintaining proper financial records; b. Assist FD in preparing and presenting annual budgets and quarterly and annual financial reports; c. Sign all approved withdrawals, check disbursements, and expenses of MCC in excess of two thousand dollars ($2000); d. Ensure that sufficient programs, protocols, processes, and controls are in place to protect the assets of MCC; e. Review all contracts that impose financial obligations on MCC, and report to and advise the Committee with respect to such contracts; f. Ensure that all tax and other financial filing requirements of all governmental agencies are current, valid, and properly filed; g. Such other duties and obligations as the Board of Directors may from time to time assign; 4) Duties of the General Board Member. The General Board Member is any member of the Board who does not hold any of the three above-mentioned offices. The General Board Member shall have the duties assigned to him/her by the President. Other positions can include, but are not limited to, Public Relations Director, Construction Director, and Funds Development Director. 5) Duties of the Imam as a member of the Board of Directors. The Imam shall serve as an advisor to any governing body or committee of the corporation and provide the necessary input and/or effort to implement programming in accordance with the mission of the MCC. The Imam shall serve as the resident scholar and rule on all religious matters pertaining to the organization. The Imam shall consult other scholars on matters outside of his scope or knowledge and determine how best to use the consultation. Section 7. Removal from the Board of Directors. 1) Any Board member may be removed for cause. Cause shall be defined as: a. Failure to attend Board of Director meetings, or fails to discharge his/her duties per the standards promulgated in N.C.G.S. 55A-8-30(a). Failure to Attend constitutes missing four Board meetings within a calendar year. Failure to Discharge Duties is determined after two written warnings are issued by the President of Board of Directors and/or a vote of No Confidence is passed by 2/3 majority of the General Assembly in an official meeting; or b. Conviction of any crime, or upon evidence satisfactory to a majority of the Board of Directors of conduct detrimental to the Corporation; or c. Any violation of the Code of Ethics set forth in Article X. 2) A Board member shall be removed with the following procedure: a. The President shall call a special meeting of the Board of Directors to determine the need to remove the Board member; b. The Board member in question shall receive notification of the special meeting at least two weeks in advance; c. The Board member shall have the right to request to reschedule the meeting one time; d. If the meeting was rescheduled at the behest of the Board member or the Board member failed to respond to the first request to meet, the Board of Directors can meet and decide without the presence of the officer in question; 6

7 e. The Board member has the right to appeal to the Board of Trustees within thirty days of decision. ARTICLE VII EXECUTIVE COMMITTEE Composition and Selection of the Executive Committee The Board of Directors shall request nominations for all Executive Committee roles from the General Assembly. Using screening tools like the ones utilized by the election committee, the Board of Directors shall assess the skill set and expertise of all candidates. The Board of Directors shall then interview leading candidates and choose the EC team. The Executive Committee shall consist of five standing positions: Executive Director, Financial Director, Logistics Director, Marketing Director, Youth Director and Social Director. The Executive Director may also from time to time create new ad hoc committees as the need arises, so long as said committees do not conflict with the functions of the Board of Directors or Board of Trustees. Term of Office of Executive Committee Members 1) The Executive Committee will be evaluated yearly on its progress of its annual plan. 2) In the event of poor or mediocre performance, the EC officer in question shall be given the opportunity to take corrective action within a reasonable period. If there is little to no improvement, the Board of Directors shall remove the individual from the position and replace with an alternate. The Executive Committee For the efficient operation, each location shall hold election with its local members to select its respective Executive Committee. 1) Duties of the Executive Director (ED). The ED shall preside over Executive Committee meetings and shall, in all situations, cast the last vote among the Executive Committee. In addition, he shall have the following duties and responsibilities: a. Represent his/her Executive Committee on the Board of Directors; b. Select his/her ad hoc committee heads to the President for approval; c. Call and preside over Executive Committee meetings; d. Appoint a person to record minutes and transit to Secretary for digital filing; e. Prepare the agenda for Executive Committee meetings; f. Present written and oral reports, as appropriate, to the General Assembly of the MCC regarding its affairs; g. Prepare semiannual and annual reports for the Board of Directors; and h. Such other duties and responsibilities as the Board of Directors may assign from time to time. 2) Duties of the Financial Director (FD). The FD shall be chosen, to the extent possible, based upon his or her education or training in financial matters, and shall have the following duties and responsibilities: a. Receive and account for all monies coming into MCC and supervising the financial affairs of the corporation; b. Sign all approved withdrawals, check disbursements, and expenses of MCC in below of two thousand dollars ($2000); c. Prepare the annual budget of MCC by October 31 st immediately preceding the next upcoming fiscal year; d. Provide oral and written reports, as appropriate, to the Executive Committee, of the financial affairs of MCC at such times as the Board may request; e. Prepare annual financial report with the Treasurer to be presented to the General Assembly and the Board of Directors; and 7

8 f. Such other duties and obligations as the EC may from time to time assign. 3) Duties of the Logistics Director (LD). The LD shall be chosen based on his/her education and training most appropriate to construction and/or building management and shall have the following duties and responsibilities: a. Establish policies and procedures for facility use; b. Head the logistics committee to provide logistical support for any activity or event held at the facility or program venue; and c. Such other duties as the EC may assign from time to time. 4) Duties of the Marketing Director (MD). The MD shall be chosen, to the extent possible, based upon his or her education or training in marketing and social media, and shall have the following duties and responsibilities: a. Develop and disseminate all marketing material and campaigns for all programs of the MCC, with special emphasis on social media and digital campaigns; b. Assist the Public Relations Officer of the Board of Directors in organizing events for civic leaders and journalists; c. Such other duties and responsibilities as the EC may assign from time to time. 5) Duties of the Youth Director (YD). The YD shall be chosen, to the extent possible, based upon his or her education or training in youth development and programming, and shall have the following duties and responsibilities: a. Work with the Imam and ED to develop and implement comprehensive and effective programming that aligns with the mission of the MCC for all youth; b. Such other duties and responsibilities as the EC may assign from time to time. 6) Duties of the Social Director (SD). The SD shall be chosen, to the extent possible, based upon his or her education or experience in planning and implementing social programs for families, and shall have the following duties and responsibilities: a. Work with the Imam, ED and/or YD to develop and implement comprehensive and effective programming that aligns with the mission of the MCC for families; b. Such other duties and responsibilities as the EC may assign from time to time. Section 4. Administrative Support Team to the EC. Each EC officers is recommended to choose at least one person between the ages of as their administrative support team member (ASTM). The ASTM shall attend all meetings with the EC officer and provide the support needed to execute duties. Section 5. Resignation of Executive Committee Members. Any Executive Committee officer may resign by giving written notice to the ED of the EC or President of the Board of Directors of the MCC in person or through . Four-week notice is requested for all resignations. Section 6. Removal of Executive Committee Members. 1) Any Executive Committee officer may be removed for cause. Cause shall be defined as: a. Failure to attend Executive Committee meetings, or fails to discharge his/her duties according to the standards promulgated in N.C.G.S. 55A-8-30(a). Failure to Attend constitutes missing three consecutive EC meetings without the approval of the ED. Failure to Discharge Duties is determined after two written warnings are issued by the Board of Directors and/or a vote of No Confidence is passed by 2/3 majority of the General Assembly in an official meeting; or b. Conviction of any crime, or upon evidence satisfactory to a majority of the remaining Executive 8

9 Committee members of conduct detrimental to the Executive Committee, the Corporation, or the members of MCC, or the Muslim community at large; or c. Any violation of the Code of Ethics set forth in Article X. 2) An Executive Committee Officer shall be removed with the following procedure: a. The ED or the President shall call a special meeting of the Board of Directors to determine the need to remove the officer; b. The officer in question shall receive notification of the special meeting at least two weeks in advance; c. The officer shall have the right to request to reschedule the meeting one time; d. If the meeting was rescheduled at the behest of the officer or the officer failed to respond to the first request to meet, the Board of Directors can meet and decide without the presence of the officer in question; e. The officer has the right to appeal to the Board of Trustees within thirty days of decision. ARTICLE VIII MEETINGS OF THE EXECUTIVE COMMITTEE Monthly Meetings. 1) The Executive Committee shall meet at least monthly; and from time to time as in their discretion they deem advisable to perform their duties to the corporation. 2) The date, time, and location of monthly meetings shall be set at the preceding meeting. Notice of the next monthly meeting shall be given, either electronically, orally or in writing to any officer who failed to attend the last monthly meeting. This notice, if necessary, shall be ed at least five (5) days prior to the scheduled meeting and service of the notice shall be deemed complete upon the date of the . 3) Monthly meeting schedule shall be posted publicly on website or on bulletin board in center. Special Meetings. Any EC member may call a special meeting of the Executive Committee. Notice of the special meeting shall be ed to all existing EC members at least five (5) days prior to the special meeting and the notice shall contain the reason for the special meeting, and the date, time and location of the meeting. Service of the notice to all EC officers shall be deemed complete upon ing of the notice. In the event of any dispute involving notice, a printed field showing said was successfully sent shall be sufficient proof of receipt of the by recipient. ARTICLE IX THE GENERAL ASSEMBLY Composition of the General Assembly. The General Assembly of the Muslim Community Center, Inc. shall consist of all members in good standing for at least six months. Good standing is defined as: 1) Whether on paper or through electronic verification, individual acknowledges and agrees to abide by these Bylaws; 2) Sixteen (16) years of age and older; 3) Current with membership dues and/or volunteer requirements; a) Membership dues shall be a minimum of $30 per month; and/or b) Minimum volunteering requirement is met by working on one committee or project in the past year; 9

10 Powers of the General Assembly. EIN The General Assembly shall have the power: 1) To override any decision of the Executive Committee by a two-thirds (2/3) majority vote during an official meeting of the General Assembly; 2) To nominate individuals for the Advisory Council representative of community and election committee for the Board of Trustees to choose from; 3) To submit proposed amendments to the Board of Directors for approval at least three weeks prior to an official General Assembly meeting; 4) To vote to start the removal process of an officer of the EC or a member of the Board of Directors with 2/3 majority vote; 5) To vote on proposed amendments approved by the Board of Directors. Passage of proposed amendments require two-thirds (2/3) majority vote. Meetings and Quorum of the General Assembly. 1) The General Assembly shall meet at least twice a year, no greater than six months apart; 2) The ED shall preside over the meeting; 3) In addition to the required bi-annual meetings of the General Assembly, any member may call special meetings of the Assembly by presenting the signatures of at least 30% of the membership to the ED. In this event, the ED shall notify all members of the place, date, and time of the special meeting, which in no event shall be sooner than 10 days, and no later than 30 days, from the date the demand for special meeting was received. 4) Quorum shall be 51% of the General Assembly. If quorum is not met, the General Assembly shall adjourn and reconvene no less than two weeks later. Notice of new date and time of meeting shall be ed to General Assembly. Reconvened meeting shall not have a minimum requirement for quorum. Section 4. The Advisory Council 1) The Advisory Council shall be chosen by the Board of Trustees from a list of nominees selected by the General Assembly. 2) The Advisory Council shall be no more than 14 people with equal representation of men and women and representative of the community. 3) The Advisory Council may attend any open EC or Board Meeting to provide additional perspective on the community s needs. ARTICLE X CODE OF ETHICS System of Life MCC shall operate under the premise that Islam is Deen (system of life), and the privilege of Islamic Practice requires Islamic beliefs, knowledge of the Quran and Sunnah with its proper application in life. Testimony of Faith Each member shall be guided by the belief of la illaha illa Allah, Muhammad rasul Allah ("there is no God but Allah, and Muhammad (peace be unto him) is the final messenger and the seal of the prophets"). Each member shall believe in the hereafter and other components of the basic beliefs of Islam and follow the Sunnah 10

11 of the Prophet (peace be upon him). EIN Unity of Muslims Each member shall work for the unity of Muslims, and avoid involvement in the creation of discord and division. ARTICLE XI FINANCE Fiscal Year. The fiscal year of MCC shall begin on January 1 st and end on December 31 st. Accounting Principles. All financial records and accountings shall be kept, maintained, and documented in accordance with generally accepted accounting principles as followed in the United States. Audit. The Board of Directors may employ an independent auditor at the behest of the General Assembly or if required by law. ARTICLE XII CONFLICTS OF INTEREST For the purposes of this section, a conflict of interest shall include any situation involving a Board of Trustees members, Board of Directors member or Executive Committee officer, his or her family, his or her business, and his or her family's business in which any of them may benefit, either directly or indirectly, by a decision of the relevant Board of Trustees, Board of Directors or Executive Committee. The appearance of a conflict of interest shall be treated as an actual conflict of interest. All Board of Trustees, Board of Directors or Executive Committee members shall immediately inform the President of any conflict of interest or appearance of conflict of interest when it becomes apparent to said member. Said disclosure shall be recorded in the minutes of the meeting in which the conflict is disclosed, or if disclosed outside a meeting, in the minutes of the next meeting. Thereafter, unless waived by recorded vote by a majority of the remaining Board or Executive Committee members, said member with a conflict shall exclude himself from any discussions or deliberations or votes involving the conflict situation; and shall refrain from influencing or attempting to influence the vote or any other member. Notwithstanding the above, all motions, resolutions, or other actions enacted by a vote of the Board of Trustees, 11

12 Board of Directors or Executive Committee shall remain valid upon the subsequent discovery of a conflict or perceived conflict of interest by a voting member, unless: 1) The conflicted member misrepresented any fact material to the vote, or otherwise materially misled the Board of Trustees, Board of Directors or Executive Committee, and 2) The enactment of said action was by a mere one vote majority, and the member with the conflict voted with the majority; 3) In the event, said action shall be considered void, and another vote scheduled and taken pursuant to these Bylaws. ARTICLE XIII AMENDMENTS TO BYLAWS Amendments to these Bylaws shall only be made as follows: 1) Any member of the General Assembly may submit a proposed amendment to the Board of Directors; 2) Upon approval of the Board of Directors, the Executive Director shall hold a vote on the proposed amendment at the subsequent General Assembly meeting; 3) Amendment shall pass with a two-thirds (2/3) majority vote of an official General Assembly meeting of all members of the MCC; 4) Article I, Article II, Article V, Article X and Article XIII(4) are permanent and cannot be amended unless by 2/3 majority consent of the full Board of Trustees. ARTICLE XIV CONFLICT RESOLUTION Types of Conflicts. Types of conflict include violations of the mission of the corporation, disagreements between members or committees, membership disputes or any internal matter that can be resolved through arbitration. Process of Arbitration. 1) Any member can submit its concern or complaint to the Board of Directors. 2) The member may appeal the decision to the Board of Trustees, which will be binding on all parties. 3) In the event the concern or complaint involves the Board of Directors or the Imam of the MCC, the Board of Trustees shall arbitrate the matter. 4) In all arbitration, the Imam may be consulted if the concern or complaint has a religious basis and there is no conflict of interest present. ARTICLE XVI DISSOLUTION Method of Dissolution. This non-profit corporation may be dissolved by 3/4 majority consent of the full Board of Trustees. 12

13 Distribution of Assets Upon Dissolution. Upon dissolution of Muslim Community Center, Inc. the assets of said corporation shall be distributed as follows: 1) First, any assets shall pay and discharge all lawful debts, liabilities, and obligations of the corporation; 2) Second, if any corporate assets remain after paying and discharging all lawful debts, liabilities and obligations, said remaining assets shall be transferred or conveyed to a non-profit, religious corporation as defined by Section 501(c) of the United States Internal Revenue Code of 1986 with a compatible mission to the MCC. Articles of Dissolution. After enacting and following through with a plan for dissolution, and after distribution of corporate assets as set forth above, the President or Secretary of the corporation is empowered to file Articles of Dissolution as required by N.C.G.S. 55A Initial draft of these Bylaws 10 th October, 2014 Final draft approved 4 th April,