ISLAMIC SOCIETY OF SANTA BARBARA
(a California nonprofit religious corporation)
The Islamic Society of Santa Barbara (ISSB) is a 501(c)(3) independent organization. Its public outreach activities provide religious, recreational, and educational facilities to support the practice of the Islamic religion and foster interfaith understanding to fulfill the spiritual, social, and intellectual needs of Muslims and non-Muslims in Santa Barbara County.
ISSB intends to serve the Creator, the local community, and humanity at large by embodying and instilling values of duty, learning, integrity, humility, service, self-expression, belonging, and contribution. Its innovative, team-oriented leadership also strives to assist members to develop an American Muslim identity, and inform the public about Islam’s beauty and compatibility with diverse cultures, ethnicities, genders, and perspectives.
Key points of ISSB’s ideological commitments are as follows:
- The sources of Islam are the Holy Qur’an and customs of the Prophet Muhammad (sunnah).
- Islam is a set of philosophical and spiritual outlooks; ISSB does not engage in political activities.
- ISSB is determined to be a resource of peace, justice, informed ethics, unity, faith, worship, knowledge, community, compassion, and technology.
- ISSB does not discriminate on the basis of race/ethnicity, national origin, sex, age, disability, or religion.
- ISSB welcomes men and women alike, and equally encourages them to participate in Society activities. Segregation of the sexes is not a symbol of righteousness; rather, modesty, decency, observation of the prohibitions outlined in the Qur’an and prophetic traditions (hadith), purity of the heart, and clarity of the conscience guarantee successful lives.
- ISSB aims to educate and remind, not to compel, dictate, judge, or classify. Sect and school of thought (madhhab) are matters of personal preference, not community policy. Cultural traditions, man-made rules, ethnic behaviors, etc., are not infallible, and the feelings of all human beings is a matter deserving great attention and respect.
- ISSB activities shall remain open to everyone. The language of public communication will be the language of our land, i.e., English. Arabic may be taught as the language of the Qur’an.
- Section 1: Principal Office. The principal office of the corporation for the transaction of its business is located in Santa Barbara County, California, at such place as the Board of Trustees shall from time to time determine.
- Section 2: Change of Address. The county of the corporation’s principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Trustees may, however, change the principal office from one location to another within the named county.
- Section 3: Other Offices. The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Trustees may, from time to time, designate.
Section 1: Powers. Subject to limitations of the California Nonprofit Religious Corporation Law, the Articles and these Bylaws, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Trustees (the “Board”). The Board may delegate the management of the activities of the corporation to any person or persons, a management company, or committees however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated by these Bylaws:
- To select and remove all the other officers, agents, and employees of the corporation, prescribe powers and duties for them as may not be inconsistent with law, the Articles, or these Bylaws, fix their compensation, and require from them security for faithful service.
- To conduct, manage, and control the affairs and activities of the corporation and to make such rules and regulations therefore not inconsistent with law, the Articles, or these Bylaws, as they may deem best.
- To adopt, make, and use a corporate seal and to alter the form of such seal from time to time as they may deem best.
- To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefore.
Section 2: Number of Trustees. The authorized number of Trustees shall be three to eleven until changed by amendment of the Articles or Bylaws.
Section 3: Election and Term of Office. Trustees are elected for four year terms. All Trustees are elected by a majority of the Active Membership voting in an election of the Trustees by a quorum of at least 51% of the Active membership.
Section 4: Removal of a Trustee. Any Trustee may be removed with or without cause, if the removal is approved by the unanimous vote of the remaining Trustees and, if requested by the removed Trustee, ratified by a majority of the Active Membership.
Section 5: Vacancies. Subject to the provisions of Section 9220 of the California Nonprofit Religious Corporation Law, any Trustee may resign effective upon giving written notice to the Chairman of the Board of Trustees, the President, the Secretary or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be selected before such time, to take office when the resignation becomes effective.
Vacancies in the Board shall be filled in the same manner as the Trustee(s) whose office is vacant was elected, provided that vacancies to be filled by appointment by Trustees may be filled by a majority of the remaining Trustees, although less than a quorum, or by a sole remaining Trustee. Each Trustee so appointed shall hold office until the expiration of the term of the replaced Trustee and until a successor has been elected by the Active Membership and qualified.
A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any Trustee, or if the authorized number of Trustees is increased.
The Board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or found by a final order of judgment of any court to have breached any duty arising under Section 9221 of the California Nonprofit Religious Corporation Law.
No reduction of the authorized number of directors shall have the effect of removing any Trustee prior to the expiration of the Trustees’ term of office.
Section 6: Place of Meeting. Meetings of the Board shall be held at any place within or without the State of California which has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal office of the corporation.
Section 7: Annual Meetings. The Board shall hold an annual meeting for the purpose of organization, election of Trustees and appointment of officers, and the transaction of other business. Annual meetings of the Board shall be held without call or notice on the third Saturday of the month of June at 6:00 o’clock P.M., local time; provided, however, should said day fall upon a holiday observed by the corporation at its principal office, then said meeting shall be held at the same time on the next day thereafter ensuing which is a full business day.
Section 8: Regular Meetings. Regular meetings of the Board shall be held without call or notice on such dates and at such times as may be fixed by the Board; provided, however, that a regular meeting shall be held at least once in each consecutive two-month interval.
Section 9: Special Meetings. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman of the Board, the President, and any Vice President, the Secretary or any two directors.
Special meetings of the Board shall be held upon seven (7) days notice by first class mail or 48 hours notice given personally or by telephone, telegraph, telex or other similar means of communication. Any such notice shall be addressed or delivered to each Trustee at such Trustee’s address as it is shown upon the records of the corporation or as may have been given to the corporation by the Trustees for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the Trustees are regularly held. Notice of meetings not herein dispersed with shall specify the place, date and hour of the meeting. The purpose of any meeting of the Board need not be specified in the notice.
Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person, or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the receiver.
Section 10: Quorum. A majority of the Trustees constitute a quorum of the Board for the transaction of business, except to adjourn as provided in Section 13 of this Article II. Every act or decision done or made by a majority of the Trustees present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater percentage is required by law, the Articles or these Bylaws, except as provided in the next sentence. The Trustees present at a meeting at which such a quorum is initially present may continue to transact business notwithstanding the withdrawal of Trustees, if any action taken is approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, the Articles of these Bylaws.
Section 11: Participation in Meetings by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.
Section 12: Waiver of Notice. Notice of a meeting need not be given to any Trustee who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
Section 13: Adjournment. A majority of the Trustees present, whether or not a quorum is present, may adjourn any Trustees meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Trustees if the time and place is fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Trustees who were not present at the time of the adjournment.
Section 14: Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board. For purposes of this Section only, “all member of the Board of Trustees” shall not include any “interested Trustee” as defined in Section 9413 of the California Nonprofit Religious Corporation Law. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Trustees without a meeting and that the Bylaws of this corporation authorize the Trustees to so act and such statement shall be prima facie evidence of such authority.
Section 15: Rights of Inspection. Every Trustee of the corporation shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kin and to inspect the physical properties of the corporation.
Section 16: Committee. The Board may appoint one or more committees, each consisting of one or more Trustees, and delegate to such committees any of the authority of the Board except with respect to:
- The approval of any action for which the California Nonprofit Religious Corporation Law also requires approval of the members or approval by a majority of all members;
- The filling of vacancies on the Board on any committee;
- The fixing of compensation of the Trustees for serving on the Board or on any committee;
- The amendment or repeal of bylaws or the adoption of the new bylaws;
- The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
- The appointment of other committees of the Board or the members thereof;
- The expenditure of corporate funds to support a nominee for Trustees after there are more people nominated for Trustees than can be elected; or
- The approval of any self-dealing transaction.
Any such committee must be created, and the members thereof appointed, by resolution adopted by a majority of the authorized number of Trustees then in office, provided a quorum is present, and any such committee may be designated the Executive Committee or identified by such other name as the Board may specify. The Board may appoint, in the same manner, alternate members of any committee who may replace any absent member at any meeting of the committee. The Board shall have the power to prescribe the manner in which proceedings at any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article III applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.
Section 17: Fees and Compensation. Trustees and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board.
Section 18: Restriction Regarding Interested Trustees. Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this Section, “interested persons” means either:
- Any person currently being compensated by the corporation for services rendered within the previous twelve (12) months, whether as a full or part time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Trustee as a Trustee; or
- Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any person.
Section 19: Non-Liability of Trustees. The Trustees shall not be personally liable for the debts, liabilities or other obligations of the corporation and the liability of the Trustees of the corporation for monetary damages shall be eliminated to the fullest extent permitted under California law.
- Section 1: Officers. The officers of the corporation shall be Chairman of the Trustees, President, Secretary and Chief Financial Officer. The corporation may also have, at the discretion of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person except as provided in the Articles or in these Bylaws.
- Section 2: Election and Term of Office. The officers of the corporation, except such officers as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article III, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal or other disqualification from service, or until their respective successors shall be elected.
- Section 3: Subordinate Officers. The Board may elect, and may empower the Chairman to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.
- Section 4: Removal and Resignation. Any officer may be removed, either with or without cause, by the Board at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.
Any officer may resign at any time by giving written notice to the corporation, but without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
- Section 5: Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual basis.
- Section 6: Chairman of the Board. The Chairman of the Board or President, if there is such an officer, shall, if present, preside at all meetings of the Board and exercise and perform such other powers and duties as may be from time to time assigned by the Board.
- Section 7: President. Subject to such powers, if any, as may be given by the Chairman of the Board, if there is such an officer, the President is the general manager of the corporation and has, subject to control of the Board, general supervision, direction and control of the business and offices of the corporation. In the absence of the Chairman of the Board, or if there is none, the President shall preside at all meetings of the Board. The President has the general powers and duties of management usually vested in the office of president and general manager of a corporation and such other powers and duties as may be prescribed by the Board.
- Section 8: Vice Presidents. In the absence or disability of the President, the Vice Presidents, if any are appointed, in order of their rank as fixed by the Board or, if not ranked, the Vice President designated by the Board, shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board.
- Section 9: Secretary. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, a book of minutes of all meetings of the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office in the State of California the original or a copy of the corporation’s Articles and Bylaws, as amended to date.
The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.
- Section 10: Chief Financial Officer. The Chief Financial Officer shall be the Treasurer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation. The books of account shall at all times be open to inspection by any director.
The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board. The Chief Financial Officer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President and the Trustees, whenever they request it, an account of all transactions as Chief Financial Officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.
- Section 11: Compensation. The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Trustee of the corporation, provided, however, that such compensation paid a Trustee for serving as an officer of this corporation shall only be allowed if permitted under the provisions of Article II, Section 18 of these Bylaws. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered for the corporation which relate to the performance of the charitable purposes of this corporation.
- Section 1: Execution of Instruments. The Board, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation 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. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
- Section 2: Checks and Notes. Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the corporation shall be signed by the Chief Financial Officer of the corporation. The Board shall determine who shall be authorized from time to time on the corporation’s behalf: to sign checks, drafts or other orders for payment of money; to sign acceptances, notes or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
- Section 3: 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 may select.
- Section 4: Representation of Shares or other Corporations. The President or any other officer or officers authorized by the Board are each authorized to vote, represent and exercise on behalf of the corporation all rights incident to and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officer.
- Section 5: Gifts. The Board may accept on behalf of the corporation any contribution, gift, bequest or devise for the charitable or public purposes of this corporation.
- Section 6: Loans. The corporation shall not make any loan of money or property to or guarantee the obligation of any Trustee or officer, unless approved by the Attorney General; provided, however, that the corporation may advance money to a Trustee or officer of the corporation or of its parent or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such Trustee or officer, provided that in the absence of such advance, such Trustee or officer would be entitled to be reimbursed for such expenses by the corporation, its parent or any subsidiary. The provisions of this Section 6 do not apply to (1) advances authorized under Section 5 of Article V, (2) the payment of premiums in whole or in part by the corporation on a life insurance policy of a Trustee or officer so long as repayment to the corporation of the amount paid by it is secured by the proceeds of the policy and its cash surrender value or (3) a loan of money to or for the benefit of an officer in circumstances where it is necessary, in the judgment of the Board, to provide financing for the purchase of the principal residence of the officer in order to secure the services or continued services of the officer and the loan is secured by real property located in the State of California.
- Section 7: Maintenance of Corporate Records. The corporation shall keep at its principal office in the State of California: (a) minutes of all meetings of Trustees, committees of the Board indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; (b) adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursement, gains and losses; and (c) a copy of the corporation’s Articles and Bylaws as amended to date.
- Section 8: Corporate Seal. The Board may adopt, use and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any instrument.
- Section 9: Annual Report. The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation’s fiscal year to all Trustees of the corporation, which report shall contain the following information in appropriate detail:
(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;
(c) The revenue or receipts of the corporation both unrestricted and restricted to particular purposes, for the fiscal year;
(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year; and
(e) Any information requested under Section 15 Article II.
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit form the books and records of the corporation.
- Section 10: Fiscal Year of the Corporation. The fiscal year of the corporation shall begin on the first (1st) day of January and end on the last day of December in each year.
- Section 11: Prohibition Against Sharing Corporate Profits and Assets. No Trustee, officer, employee or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment of any such person of reasonable compensation of or services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation.
- Section 12: Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the General Provisions of the California Nonprofit Corporation Law and in the California Nonprofit Religious Corporation Law shall govern the construction of these Bylaws.
- Section 13: Statutory References. All references in these Bylaws to statutes, rules, regulations and similar legislative action shall include such statutes, rules, regulations and similar legislative action as now in effect or as hereafter amended or supplemented and shall also include any successor statutes, rules, regulations and similar legislative actions.
- Section 14: Amendments. These Bylaws may be amended or repealed by the approval of the Board.
- Section 1: Indemnification of Officers and Directors. Each person who was or is a party or is threatened to be made a part to or is involved in any proceeding by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Trustee or officer of the corporation, whether the basis of such proceeding is an alleged action or inaction in an official capacity or in any other capacity while serving as a Trustee or officer, shall, subject to the terms of any agreement between the corporation and such person, be indemnified and held harmless by the corporation to the fullest extent permissible under California law and the corporation’s Articles, against all costs, charges, expenses, liabilities and losses (including attorney’s fees, judgments, fines, ERISA excise tax or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a Trustee or officer and shall insure to the benefit of his or her heirs, executers and administrators; provided, however, that (a) the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board or is a proceeding to seek indemnity hereunder or under any other agreement with the corporation in which such person is successful (in whole or in part), (b) the corporation shall indemnify such person seeking indemnification in connection with a proceeding (or part thereof) other than a proceeding by or in the name of the corporation to procure a judgment in its favor only if any settlement of such a proceeding is approved in writing by the corporation, and (c) that no such person shall be indemnified (i) except to the extent that the aggregate losses to be indemnified exceeds the amount of such losses for which the Trustee or officer is paid pursuant to any Trustee’s and officers’ (or similar) liability insurance policy maintained by the corporation; (ii) if a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful; (iii) for acts or omissions involving intentional misconduct or knowing and culpable violation of law; (iv) for acts or omissions that the Trustee or officer believes to be contrary to the best interests of the corporation or that involve the absence of good faith on the part of the Trustee or officer; (v) for any transaction for which the Trustee or officer derived an improper personal benefit; (vi) for acts or omissions that show a reckless disregard for the Trustee or officer’s duty to the corporation in circumstances in which the Trustee or officer was aware, or should have been aware, in the ordinary course of performing his or her duties, of a risk of serious injury to the corporation; (viii) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the Trustee’s or officer’s duties to the corporation; (viii) for costs, charges, expenses, liabilities and losses; and (ix) as to circumstances in which indemnity is expressly prohibited by the California Nonprofit Religious Corporation Law. The right to indemnification conferred in this Section 1 shall be a contract right and shall include the right to be paid by the corporation for expenses incurred in defending any proceeding in advance of its final disposition; provided, however, that if the California Nonprofit Religious Corporation Law requires the payment of such expenses incurred by a Trustee or office in his or her capacity as a Trustee or officer (and not in any other capacity in which service was or is rendered by such person while a Trustee or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, such advances shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such Trustee or officer, to repay all amounts to the corporation if it shall be ultimately determined that such person is not entitled to be indemnified. For the purposes of this Article V, “agent” means any person who is or was a Trustee, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a Trustee, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture or other enterprise (including service with respect to employee benefit plans) or was a Trustee, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; “proceeding” means any threatened, pending or completed action, suit or proceeding, whether formal or informal and whether civil, criminal, administrative or investigative (by or in the right of the corporation to procure a judgment in its favor, a proceeding brought under the California Nonprofit Religious Corporation Law, or a proceeding brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust); and “expenses” includes without limitation attorneys”’ fees and any expenses of establishing a right to indemnification.
- Section 2: Indemnification of Other Agents. A person who was or is a party or is threatened to be made a party to or is involved in any proceedings by reason of the fact that he or she is or was an agent of the corporation or is or was serving at the request of the corporation as an agent of another enterprise, including service with respect to employee benefit plans, whether the baisis of such action is an alleged action or inaction in an official capacity or in any other capacity while serving as an agent, may, subject to the terms of any agreement between the corporation and such person, be indemnified and held harmless by the corporation to the fullest extent permitted by California law (including Section 5238 of the California Nonprofit Public Benefit Corporation Law) and the corporation’s Articles, against all costs, charges, expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement), actually and reasonably incurred or suffered by such person in connection therewith. The immediately preceding sentence is not intended to be and shall not be considered to confer a contract right on any agent (other than Trustees and officers) of the corporation.
- Section 3: Right of Trustees and Officers to Bring Suite. If a claim under Section 1 of this Article V is not paid in full by the corporation within thirty (30) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim. Neither the failure of the corporation (through its Board) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met the applicable standard of conduct, shall be a defense to the action or create a presumption for the purpose of an action that the claimant has not met the applicable standard of conduct.
- Section 4: Indemnification Against Expenses. To the extent that a Trustee or officer of the corporation has been successful on the merits in defense of any proceeding referred to in Section 1 of this Article V or in defense of any claim, issue or matter therein, the Trustee or officer shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by the Trustee or officer in connection therewith.
- Section 5: Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article V.
- Section 6: Non-Exclusivity of Rights. The right to indemnification provided by this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, bylaw, agreement, vote of disinterested Trustee’s or otherwise.
- Section 7: Expenses as a Witness. To the extent that any agent of the corporation is by reason of such position, or a position with another entity at the request of the corporation, a witness in any proceeding, he or she shall be indemnified against all costs and expenses actually and reasonably incurred by him or her on his or her behalf in connection therewith.
- Section 8: Indemnity Agreements. The corporation may enter into agreements with any agent of the corporation providing for indemnification to the fullest extent permissible under California law and the corporation’s Articles.
- Section 9: Noncompensated and Volunteer Trustees and Officers. The personal liability of any Trustee, officer or other person who serves in the capacity (including any Trustee, officer or other person who serves in like capacity who is a volunteer or serves without compensation within the meaning of Section 5047.5 of the California Nonprofit Corporation Law or of the California Nonprofit Religious Corporation Law), for such person’s acts or omissions in the performance of that person’s duties as a Trustee, officer or similar agent shall be limited to the fullest extent permitted by law, including Section 5047.5 of the California Nonprofit Corporation Law and of the California Nonprofit Religious Corporation Law.
- Section 10: Insurance for Corporate Agents. The corporation shall have the power to purchase and maintain insurance on behalf of any agent of the corporation against any liability other than for violating the provisions of the California Nonprofit Religious Corporation Law (relating to self-dealing) asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of the California Nonprofit Religious Corporation Law.
- Section 11: Fiduciaries of Employee Benefit Plans. This Article V does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person’s capacity as such, even though such person may also be an agent of the corporation. The corporation shall have power to indemnify such Trustee, investment manager or other fiduciary to the fullest extent permitted by law, including subdivision (f) of Section 207 of the California General Corporation Law.
- Section 12: Chapter 42 Taxes. In no case shall the corporation indemnify, reimburse or insure any person for any taxes imposed on such individual under Chapter 2 of the Internal Revenue Code of 1986, as amended (the “Code”). Further, if at any time the corporation is deemed to be a private foundation within the meaning of section 509 of the Code then, during such time, no payment shall be made under this Article V if such payment should constitute an act of self-dealing or a taxable expenditure, as defined in Sections 4941(d) or 4945(d), respectively, of the Code.
- Section 13: Separability. Each and every paragraph, sentence, term and provision of this Article V is separate and distinct so that if any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or unenforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Article V may be modified by a court of competent jurisdiction to preserve its validity and to provide the claimant with, subject to the limitations set forth in this Article V and any agreement between the corporation and claimant, the broadest possible indemnification permitted under applicable law.
- Section 14: Effect or Repeal or Modification. Any repeal or modification of this Article V shall not adversely affect any right of indemnification of a Trustee or officer existing at the time of such repeal or modification with respect to any action or omission occurring prior to such repeal or modification.
- Section 1: General. The provisions of this Article VI shall be operative only during a national emergency declared by the President of the United States or the person performing the President’s functions, or in the event of an attack on the United States or a disaster making it impossible or impracticable for the corporation to conduct its business without recourse to the provisions of this Article VI. Said provisions in such event shall override all other Bylaws of the corporation in conflict with any provisions of this Article VI, and shall remain operative as long as it remains impossible or impracticable to continue the business of the corporation otherwise, but thereafter shall be inoperative; provided that all actions taken in good faith pursuant to such provisions shall thereafter remain in full force and effect unless and until revoked by action taken pursuant to the provisions of the Bylaws other than those contained in this Article VI.
- Section 2: Unavailable Trustees. All Trustees of the corporation who are not available to perform their duties as Trustees by reason of physical or mental incapacity or for any other reason or whose whereabouts are unknown shall automatically cease to be Trustees, with like effect as if such persons had resigned as Trustee, so long as such unavailability continues.
- Section 3: Authorized Number of Trustees. The authorized number of Trustees shall be the number of Trustees remaining after eliminating those who have ceased to be Trustees pursuant to Section 2.
- Section 4: Quorum. The number of Trustees necessary to constitute a quorum shall be the number bearing the same proportional relationship to the number of Trustees remaining pursuant to Section 2 as the quorum established in Article II, Section 9 bears to the authorized number of Trustees set forth in Article II, Section 2.
- Section 5: Trustees Becoming Available. Any person who has ceased to be a Trustee pursuant to the provisions of Section 2 and who thereafter becomes available to serve as a Trustee shall automatically resume performing the duties and exercising the powers of a Trustee unless the term of office of such person has expired in accordance with its original terms and a successor has been elected and qualified.
- Section 1: Qualifications. Membership of the Islamic Society of Santa Barbara shall be a privilege, granted at the discretion of the Board of Trustees, and open to all Muslims who are in good standing in their community, and who endorse the general policies of the organization. Acceptance of membership shall constitute the member’s agreement to strictly abide by and support the mission, policies, bylaws, and rules and regulations of the organization.
- Section 2: Procedure. The following steps must be taken for a qualified person to meet the requirements for membership in the organization:
a) Filling out a membership application form.
b) Recommendation by two active members.
c) Favorable recommendation by the membership committee.
d) Approval by the Board of Trustees.
e) Signing the arbitration clause.
f) Payment of dues.
- Section 3: Types of Membership. The following are the types of memberships which each member of the Muslim community can participate in the Islamic Society of Santa Barbara:
Members, who have served as associate members for one year and have fulfilled their membership obligations, are eligible to be active members by action of the Board. An active member who is over the age of 18 years shall have a vote in the General Membership meetings. Periodic review of the active membership list shall be made by the Board to determine the voting membership.
Those who have passed the process defined in Section 2 become associate members for a period of one year. During this period, associate members may serve on committees, but are not eligible to vote or hold an office.
Honorary membership is recognition of the services of individuals who have contributed generously to the welfare of Islam, and persons who have performed an outstanding service to the progress of this organization. Such an individual shall be recommended by an active member for the approval by the Board. The recipient should not be holding any elected position at the time. Honorary members are not voting members.
Any member who does not pay the dues assessed upon him within three (3) months of the notice of assessment shall have his/her voting privilege suspended; any member who fails to pay his/her dues for a period of one year from the date of said notice will cease to be a member. Voting privilege, however, shall be reinstated upon paying the dues and assessments before membership is terminated.
- Section 4: Withdrawal. Any member may withdraw his/her membership in the organization by delivering to the Secretary in person or by mail addressed to the Secretary at the corporation’s principal office, a written request to withdraw. The withdrawal becomes effective on receipt of the request by the Secretary.
- Section 5: Termination. A membership may be automatically terminated by the Board if membership dues or assessments, or any part thereof, remain unpaid without proper justification after the expiration of the time of payment thereof prescribed pursuant to or by these bylaws. This automatic termination is final; however, such terminated member may apply for new membership.
Any member who has been convicted of a felony or of a criminal offense involving moral turpitude shall be subject to admonishment, censure, suspension or expulsion from this organization by Board action which is final.
Actions by any member that are deemed contrary to the general interest of Islam or of the mission, policies and welfare of the organization will be a cause for suspension of one or more of the member’s privileges or termination of membership. A two-third (2/3) majority vote of the Board is necessary for such action. The member shall be notified in writing and, in case of appeal the decision and ask for a vote by the general membership in a meeting called on the petition of thirty (30) voting members as set out in article 7 and if a two-thirds majority of the active membership present and voting, in a meeting where a quorum is present, approves, the terminated member shall be reinstated.
This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Trustees and ratified by the voting members of said corporation.