IN THE NAME OF THE MOST HIGH
BYLAWS NO.1 Of
ISLAMIC SCIENTIFIC STUDIES IN CANADA
Article I
Name and Head Office
Section 1.1 Name: The name of the Association shall be ISLAMIC SCIENTIFIC STUDIES IN CANADA. (hereinafter referred to as "I.S.C").
Section 1.2 Office: The Head Office of the I.S.C shall be in the Province of Ontario, and at such place therein as the Trustees may from time to time determine.
Article II
Purpose
Section 2.1 Religious Curriculum. To impart religious and moral education according to the principles of the Ja’fari Islamic Faith (herein referred to as "Faith').
Section 2.2 Good Citizenship. To promote universal1y accepted values of tolerance, respect, understanding, fellowship and good citizenship.
Section 2.3 Accreditation. To achieve academic standards set by accrediting associations recognized by the provincial government and / or institutions of higher learning.
Section 2.4 Antiracist Education. To promote anti-racist education and positive attitude towards people of diverse racial, re1igious, and cultural backgrounds necessary in our multiracial, multicultural, and multireligious society.
Section 2.5 Religious Dialogue. To promote dialogue between different religions.
Section 2.6 Teaching Islamic Sciences and Humanities.
Section 2.7 Publishing Books. Publishing Religious and Scientific Books.
Article III
Membership
Section 3.1 Categories of Members. There shall be two categories of members: Regular and Associate members. Regular members shall consist of individuals and corporations and firms whose majority shareholders belong to the Faith. Associate Members shall consist of all other Muslims and corporations and firms whose majority shareholders are of non-Ja' fari Muslims. Associate Members sha11 be entitled to all privileges of Regular Members, except the right to be voting Trustee and the right to vote at meetings for the Association.
Section 3.2 Qualifications of membership. All members whose application for membership has been approved by the Board of Trustees and who qualify as herein below and after set forth:
A. Volunteers currently serving or having served for at least one year, as Trustees and/or Committee members.
B. Those engaged in teaching, supervision or administration of education in the public and private sectors of the Canadian Society.
C. Those holding post secondary qualifications in the languages, the humanities, the
arts social sciences, mathematics, education, religion or the natural sciences.
D. Corporations and firms that have the financial well being and/or the mission of the Association at heart and whose business activities are within the limits set by the Shari' a.
E. Students or alumni who have attended the I.S.C for at least two years.
Section 3.3 Membership Admission. Each member shall promptly, upon admission, be informed by the Secretary accordingly.
Section 3.4 Resignation. Members may resign by resignation in writing which shall be effective upon acceptance thereof by the Board.
Section 3.5 Members' Dues. Corporate, Parent and other members' dues shall be fixed from time to time by the Board of Trustees. The dues of all members of the I.S.C shall be payable annually in advance on the first day of the new fiscal year. If the dues of any member be unpaid for a period of ninety (90) days after the same become payable, the Treasurer of the I.S.C shall mail a notice of delinquency, his membership shall automatically terminate on that date by reason of such nonpayment but the Board of Trustees may provide for subsequent reinstatement of such membership.
Article IV
Members Meetings
Section 4.1 Initial meetings. Initial meetings of prospective members shall be called by the persons signing the Certificate of Incorporation for the adoption of these bylaws and the election of at least seven Trustees.
Section 4.2 Annual General Meetings. The Annual General Meeting of the members of the I.S.C shall be held within sixty days of the end of the fiscal year at the principal office of the I.S.C or at such other place as the Board of Trustees shall designate to elect Trustees whose terms have expired, to review the work and finance of the I.S.C to develop fellowship among members and to develop the I.S.C 's action in planning and carrying forward its program.
Section 4.3 Notice of Annual General Meetings. Three months notice of the time, place, and purpose or proposes of the Annual General Meetings shall be served on the members by mail or by such other means as the Trustees may from time to time determine. Such notice shall outline the procedure for the nomination by members of individuals, corporations, and firms for the position of Trusteeship. From these nominations and other names the Board may propose, the Board shall prepare a slate of proposed Trustees in consultation with the Human Resources and the Executive Committees. A second notice shall be served as least two weeks prior to the meetings containing the slate of proposed Trustees.
Section 4.4 Nominations of Trustees. Any member may nominate individuals, corporations, and firms for the positions of Trustees. Such nominations shall be in writing signed by the nominee authorizing that his name be placed on the ballot and shall be accompanied by a brief resume and shall be delivered to the Human Resources Committee not less than two months of such meeting. Any such nominee shall be included on the Ballot for the annual meeting at which an election of Trustees is to take place.
Section 4.5 Election of Trustees. The Board shall select three Trustees to form the Election Committee. They shall have charge of the election, shall count the ballots and shall certify the returns of the Board of Trustees. The ballot box shall remain sealed until opened by the Election Committee, and each ballot returned by mail shall remain sealed until opened by the Election Committee.
Section 4.6 Special General Meetings. Special General Meetings of the members may be caned at any time by five Trustees and shall be called by the Chairman or Secretary on receipt of a written request of one quarter of the members of the I.S.C or fifteen members, which ever is less.
Section 4.7 Notice of Special Meetings. At least two weeks notice of a Special General Meeting shall be mailed to the members. Said notice shall specify the purpose of the meeting. Notice by email shall be considered as sufficient notice.
Section 4.8 Quorum. At any meeting of members of the I.S.C the presence of one -third of the membership or 25 members, which ever is less, shall constitute a quorum for all purposes except as otherwise provided by law, and the decisions taken at such meetings shall be binding except as may be otherwise specifically provided by statute or by these bylaws.
Section 4.9 Voting. Each corporate member shall designate one person to vote at meetings of members. Each individual member shall have one vote in addition to any corporation he may be representing.
Article V
Board of Trustees
Section 5.1 Composition. The management of the I.S.C shall be vested in the Board of Trustees of not less than three (2) nor more than seven (7) elected persons who belong to the Faith and who possess the qualifications for voting membership in the I.S.C. This number shall exclude Trustees representing other organizations as provided for in Section 5.6, Honorary Trustees and Aalim (priest) Chosen by the board of those elected Trustees, no more than two shall be corporate members
Section 5.2 Other Trustees. Trustees representing other organizations Honorary Trustees and the Aalim may attend Board meetings and participate in the discussion, but shall not hold office or vote therein. Such Trustees may participate without vote in Committees deemed appropriate by the Board.
Section 5.3 Term of Office. At the first meeting held after the adoption of these Bylaws, there shall be an election of five Trustees of the I.S.C, three of whom shall be elected for a term of one year and the two for a term of two years. At each election meeting thereafter, Trustees shall be elected for a tern of two years.
Section 5.4 Power to Disband/Appoint. The board of Trustees shall have the power to establish and dissolve committees or branches of the I.S.C and see policies of their government and appoint and remove Management teams for the same.
Section 5.5 Power to Associate. The Board of Trustee shall have the power to enter into co-operative relationships with other agencies or organizations when, in their judgment, such a relationship is desirable toward achieving the I.S.C 's objectives.
They shall have the power, on behalf of the I.S.C, to execute Articles of Agreement setting forth the rules of the government of the cooperative relationships may contain provisions for representation on the Board of Trustees of agencies or organizations approved by the Board of Trustees.
Section 5.6 Power to hold and Dispose off Property. The I.S.C, through its Board of Trustees, may hold or dispose off such property, real or personal, as may be
given, devised, or bequeathed to it or entrusted to its care and keeping, and may purchase, acquire, and dispose of such property as may be necessary to carry out the purpose of the I.S.C.
Section 5.7 Power to Borrow. The Board of Trustees shall have the control and management of the property of the I.S.C with power to borrow money for corporate purpose not exceeding the security of real or personal property of the I.S.C.
Section 5.8 Vacancies on the Board. The Board of Trustees shall have the power to appoint a Trustee to fill, for the unexpired tem1s, vacancies occurring in their number
between annual elections so long as a quorum of Trustees remain office. For all purposes relating to term of office and years in service, persons appointed between annual meetings sha11 be deemed to have been elected at the last annual meeting prior to their election. In the absence of quorum of Trustees holding office, the remaining Trustees shall forthwith call a meeting of the members to fill the vacancies.
5.9 Meetings/Quorum. The Board of Trustees shall meet at least quarterly at such time and place as they shall determine, One- half of the Board of elected Trustees or seven elected Trustees, whichever is less shall constitute a quorum.
Section 5.10 Special Meetings. Special Meetings of the Board of Trustees may be caned by the chairman, or may be called upon the written request of three elected Trustees. The call for a Special meeting shall specify the purpose of the meeting and shall give at least seven days notice thereof to the Members of the Board.
Section 5.11 Remuneration. Trustees shall receive no remuneration for acting as such. A Trustee hired by the Board in any capacity shall be deemed to have resigned his position as a Trustee.
Section 5.12 Resignation. Any Trustee may resign at any time by giving written notice of such resignation to the Board of Trustees.
Article VI
Officers and Their Duties
Section 6.1 Election. The Officers of the I.S.C shall be elected by the Board of Trustees from among their number. There shall be a chairperson, a Second Vice Chairperson, a recording Secretary, and a Treasurer. Each of whom shall hold office for two years or less depending on his tenure as a trustee of until his successor is elected. They shall have the power to perform the duties normally performed by Officers of like name and in similar Associations, subject to these Bylaws and such regulations as may be provided.
Section 6.2 Chairperson. The Chairperson shall preside at meetings of the Board of Trustees and meetings of the Executive Committee, but may be request another trustee to preside at meetings of the I.S.C . With the Recording Secretary, he shall execute all legal papers, documents, and instruments ordered to be executed by the Board of Trustees. He shall be spokesperson of the I.S.C.
Section 6.3 Vice Chair. The Vice Chair, in order sha11 act in the absence or disability of the chairman.
Section 6.4 Recording Secretary. The Recording Secretary shall, together with the Chairman or the Vice Chairman, execute such legal papers, documents, or instruments as authorized by the Board of Trustees. The Recording Secretary shall keep the Minutes of all meetings of the I.S.C. He shall keep a registry of all members of the I.S.C and keep a book containing all the resolutions of the Board.
Section 6.5 Treasurer. The Treasurer shall have charge of the funds and securities of the Association, except those received and distributed by the Principal under the provision of Section 8.2 of these bylaws. He shall cause them to be deposited in depositories approved by the Board of Trustees. He shall ensure that accurate record kept of the funds and shall make a quarterly to the Board of Trustees. All cheques upon bank accounts of the I.S.C shall be signed as directed by Resolution of the Board of Trustees. He shall render an annual statement of the receipts and disbursements at each annual meeting of the members, and prepare reports for internal revenue service and other Government agencies. The Treasurer of the Board of Trustees shall be the Treasurer of all of the Branches of the I.S.C.
Article VII
Committees
Section 7.1 Appointment. The Board of Trustees, upon the recommendation of the Executive Committee, shall designate the various areas or committees into which the program and administrative work of the I.S.C shall be divided and shall determine the division of responsibility as well as the relationship between such committees. The general function and responsibilities of the committees shall include those stated herein.
Section 7.2 Executive Committee. There shall be an Executive Committee consisting of the Officers of the I.S.C and the Principal of the school. The Executive Committee shall act for the Board of Trustees in the interim between Board meetings, but they shall not have the power to reconsider or reverse any action or policy of the Board. In the event of a disagreement on adopted Board Po1icy, a majority vote with Chairman having a second vote in case of an equality of votes, shall resolve the issue until the next Board meeting. The Executive Committee shall, with input from other committees, plan agendas for Board meetings.
Section 7.3 Committees. Only current Regular Members or I.S.C, Members of the I.S.C shall be eligible for membership of any Committee. The Board shall designate Committees, besides the Executive Committee, to which at least one Officer of the I.S.C shall be appointed as an ex-officio member to serve therein. Terms of reference of each Committee shall be prepared by the Board and filed with the minutes of the Board.
Section 7.4 Minutes. Each Committee shall keep the Minutes of its meeting and file the Minutes in the I.S.C 's office, and shall submit the Board of Trustees a Quarterly report of the work done. It shall not enter into any contract or incur any indebtedness or financial obligation of any kind, except under the authority of the Board of Trustees. It shall have the power to appoint such sub-committees for carrying on the work under its direction as it may deem necessary. Each Sub-Committee shall have as its member at least one committee member.
Section 7.5 Rules. Subject to the approval of the Board of Trustees, each Committee shall have the power to adopt such rules as may be necessary for the conduct of the work entrusted to it.
Article VIII
Legal Counsel/Bonding/ Auditor
Section 8.1 Bonding. All officers, employees, and assistants authorized to handle money or funds, at the direction of the Board, may be bonded in an amount deemed appropriate by the Board.
Section 8.2 Audit or financial review. At the end of each fiscal year, the books and accounts of the I.S.C shall at the discretion of the Board be audited or reviewed by an auditor or financial reviewer to be appointed by the Board.
Article IX
Fiscal Year
Section 9.1 Fiscal Year. The fiscal year of the I.S.C shall be the 30th (thirtieth) day of June, but may be changed from time to time by the Board.
Article X
Conflict of Interest
Section 10.1 Conflict of Interest. Every Trustee or employee of the Board who is in any way directly or indirectly interested in any proposed contract of the I.S.C shall declare his interest at a meeting of Trustees. If a Trustee or employee fails to make such a disclosure, the Board may request his resignation.
Section 10.2 Dual Office. No elected Officer of the I.S.C shall simultaneously hold office with another organization. Exceptions can be made from time to time by Board resolutions.
Article XI
Removal of Persons
Section 11.1 Absences. Any Trustees or Committee Member who misses three consecutive Board or Committee meetings without expressed excuse deemed appropriate by the Board will automatically cease to be a Trustee or a Committee Member.
Section 11.2 Conduct. Any Member, Trustee or Officer may be removed from membership or office by the affirmative vote of two-thirds of the Trustees voting at any regular or special meeting called for that purpose, for conduct detrimental to the interest and objectives of the I.S.C as determined by the Board. Any such member, officer, or Trustee proposed to be removed shall be entitled to at least five day's notice in writing by mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.
Section 11.3 Moral Turpitude. Any Trustee or Committee Member shall vacate his office if convicted of an offence involving moral turpitude or dishonesty and/or is adjudged a bankrupt or has executions levied against him.
Article XII
Indemnification of Officers
Section 12.1 Indemnification. The I.S.C shall defend, indemnify, and hold harmless every registered agent, trustee, or officer, his or her heirs, executors, administrators against liability and against expenses reasonably incurred in connection with any action, suit, or proceeding to which such individual or individuals shall be made a party by reason of being or having been a trustee, officer, except with regard to such actions or matters that such individuals shall be finally adjudicated in such action, suit, or proceedings to be liable for willful misconduct or neglect The foregoing right shall be exclusive of any other rights to which such individual may be entitled.
Article XIII
Adjournments
Section 13.1 Adjournments. Any meeting of the I.S.C, Board or Committees may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present. A meeting adjourned for lack of quorum shall no longer require a quorum at such adjourned meeting. Notice shall be required for a meeting adjourned for lack of quorum.
Article XIV
Amendments
Section 14.1 By Trustees. Subject to the confirmation by the members at a General Meeting, the Board of Trustees shall have power to make, alter, amend, and repeal the By laws of the I.S.C by affirmative vote of two thirds of the Board, provided, however that the action is proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting, except as otherwise provided by the law. All Bylaws made by the Board may be altered, amended, or repealed by Regular Members.
Section 14.2 By Regular Members. The Bylaws may be altered, amended or repealed at any meeting of members of the I.S.C by two third majority vote of regular members present in person, provided that at least two months written notice is given to the Board of the intention to alter, amend, repeal or adopt Bylaws at such meeting.
Section 14.3 Notice of Amendments. Notice of the amendments shall be served to the members one month prior to the meeting at which such amendments are to be voted upon.
Article XV
Dissolution
Section 15.1 Dissolution. The I.S.C may at any time be dissolved at a special meeting called for such purpose by the consent of ninety percent of the members testified by their signatures to an instrument of dissolution. Upon the dissolution of the I.S.C and after the payment of all debts and liabilities, its remaining property shall be distributed or disposed of to charitable organizations of like objectives which carry on their work solely in Canada.
Article XVI
Seal
Section 16.1 Seat. The seal of the I.S.C shall bear the words: ISLAM1C SCIENTIFIC STUDIES IN CANADA.
Article XVII
Interpretation
Section 17.1 Interpretation. In these bylaws and in an other bylaws of the I.S.C hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and visa versa and references to persons shall include firms and corporations.
Article XVIII
Procedure
Section 18.1 Procedure. Unless provided otherwise in these Bylaws, procedures at all meetings shall be governed by generally accepted parliamentary procedures. A summary of the procedures shall be made available by the Board to any member upon request.
Article XIX
Adoption
Section 192.1 Adoption. These Bylaws were approved and adopted at the initial meetings of prospective members sealed with the corporate seal this:
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