ByLaws

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ByLaws

Bismillah ir-Rahman ir-Rahim
(In the Name of God Most Merciful, Most Compassionate)
Bylaws of the Association of Muslim Chaplains
February 2012, Safar 1433

Between the spring and summer of 2011 (1432 AH), a group of experienced and aspiring chaplains united by a common desire to strengthen the field of Islamic chaplaincy, held a series of discussions to build an organization to serve the needs of chaplains. They recognized the pressing need for an organization that could provide Muslim chaplains with the opportunity to come to know each other for mutual support, nurturing, and encouragement to each other’s professional growth in accordance with Qur’anic ideals. These individuals further recognized that such an association must be sincere in manifesting the Prophetic traditions of inclusivity, consultation, and consensus, and that the diversity within the Muslim community and within the profession of chaplaincy must be fully represented. The Association of Muslim Chaplains is the product of those discussions.

Purpose of bylaws:
These bylaws serve as a description of the relationships between the Association of Muslim Chaplains and its members, donors, and other interested persons.

Table of Contents
1. Article I: Name, Vision, Mission Values
2. Article II: Ethical Standards
3. Article III: Membership
4. Article IV: Officers
5. Article V: Meetings
6. Article VI: Standing Committees
7. Article VII: Finances
8. Article VIII: Elections
9. Article IX: Conflict Resolution and Organizational Discipline
10. Article X: Limitation of Liability and Indemnification
11. Article XI: Amendments to Bylaws
12. Article XII: Payments of Liabilities
13. Article XIII: Severability
14. Article XIV: Dissolution

ARTICLE I
Name, Vision, Mission and Values

  1. Name.
    The name of this organization is the Association of Muslim Chaplains. In these bylaws it is referred to as the AMC.
  2. Vision.
    Our vision is to serve Allah (God) through facilitating and providing spiritual care, counseling, and services to all persons on the basis of compassion, neighborly kindness, and community service as emphasized in our Islamic tradition according to the Qur’an and the Sunnah of the Prophet Muhammad (Peace be upon him).
  3. Values.
    Our core values are drawn from the Qur’an and the Sunnah of the Prophet Muhammad (Peace be upon him) as follows:
    a. Ikhlas (Sincerity) – our intention is to act fi sabil Allah (for the sake of God)).
    b. Nasiha (Good Counsel) – our actions are in fulfillment of our religious obligation to provide nasiha (good counsel).
    c. Rahma (Mercy) – our conduct reflects the example of the Prophet Muhammad (Peace be upon him) who was sent as rahma lil-`alamin – mercy to all the worlds.
    c. Haya’ (Dignity) – our deportment demonstrates modesty, respect, honor, good morals and humility toward our own selves and to all others.
  4. Mission.
    Our mission is to provide mutual support and nurturance for Muslims who are facilitating and providing spiritual care, counseling, and services in the community or in public and private institutions.
  5. Powers.
    The Association of Muslim Chaplains is organized, and shall be operated, exclusively for charitable purposes in the United States within the meaning of Sections 170(c)(2)(B) and 501(c)(3) of the IRS Code, as amended from time to time.

The organization shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this organization, and shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future federal tax code, or by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code or the corresponding provision of any future federal tax code.

No part of the net earnings of this non-profit organization shall inure to the benefit of, or be distributable to its Trustees, Directors, Officers, members, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of its purposes as set forth in its certificate of incorporation.

No substantial part of the activities of this non-profit organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise provided by Section 501(h) of the Internal Revenue Code of 1986, and this non-profit corporation shall not participate in, or intervene in any political campaign on behalf of or in opposition to any candidate for public office, except as otherwise provided by Section 501(h) of the IRS Code.

In the event of dissolution, after paying the necessary expenses, debts, obligations, and liabilities of this non-profit corporation, all remaining assets and property of this non-profit corporation shall be distributed, as to be determined by the Board of Trustees, for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding provisions of any subsequent federal tax laws, or to the federal government, or state or local government for a public purpose upon approval of a justice of the Supreme Court of the Commonwealth of Massachusetts.

ARTICLE II
Ethical Standards

  1. Ethical Standards.
    Members of the AMC are expected to follow theAMC Code of Ethics. The AMC supports the Common Code of Ethics for Spiritual Care Professions affirmed by the constituent boards of the Council of Collaboration, which represents the Association of Professional Chaplains (APC), American Association of Pastoral Counselors (AAPC), Association for Clinical Pastoral Education (ACPE), National Association of Catholic Chaplains (NACC), the National Association of Jewish Chaplains (NAJC), and the Canadian Association for Pastoral Practice and Education.

ARTICLE III
Membership

  1. Introduction.
    AMC strives to extend membership to all who support the development of professional Islamic chaplaincy and spiritual care services in the United States.
  2. Regular Membership.
    For those who: 1) have been employed for at least 1 year as either full–time, part-time, or per diem Muslim chaplain, or 2) are Muslim chaplain volunteers with over 10 years documented service and who remain active in the professional development of chaplaincy.
  3. Associate Membership.
    For 1) students of Islamic chaplaincy educational programs, or 2) those employed as Muslim chaplains less than 1 year, or 3) volunteers in institutional chaplaincy settings for less than 10 years, or 4) retired Muslim chaplains.
  4. Supporter.
    For individuals and organizations that support the mission, vision and values of AMC.

 

ARTICLE IV
Officers

  1. Introduction.
    The officers of the AMC shall be President, Vice President (5), Secretary, and Treasurer who will be referred to as the Executive Committee. Each one of the five VicePresidents will be the lead Representatives for each of the five specialty areas for chaplaincy: Community, Corrections, Education, Healthcare and Military. The President may vote only in case of a tie. All other members of the Executive Committee shall have voting privileges. A voting member shall abstain from voting on matters in which s/he has a conflict of interest.
  2. Responsibilities.
    Each position shall carry the following responsibilities.
  3. President.
    The President shall:
    i. preside over all meetings;
    ii. supervise all affairs of the AMC;
    iii. appoint committees;
    iv. represent and speak for the organization to other organizations and the public;
    v. sign documents and enter into agreements necessary to carry out the objectives of the AMC, except where the membership or these bylaws prohibit.
    vi. sign checks or drafts for the AMC
  4. Vice President.
    Each Vice President shall:
    i. form, and preside over, a consultative committee of members in his or her own chaplaincy specialty.
    ii. report, at Executive Committee meetings, on emergent needs and issues in their respective specialties.
  5. Secretary.
    The Secretary shall:
    i. maintain the correspondence and records of the AMC;
    ii. prepare and send required notices of meetings and proposals both in writing and via electronic media;
    iii. keep the minutes of all AMC meetings;
    iv. present written minutes for approval at the annual business meeting and the regular meetings of the Executive Committee;
    v. provide the presiding officer or the assembly with the exact wording of a pending motion or of one previously acted on;
    vi. bring to each meeting the minutes, a copy of the bylaws, a copy of the AMC Ethics Code, and a list of members.
    vii. Keep track of and notify Executive Committee of all federal and state filing requirements at least 90 days in advance of such filing.
  6. Treasurer.
    The Treasurer shall:
    i. collect and disburse funds only as directed by the bylaws, the membership or the Executive Committee
    ii. supervise the keeping of accurate accounts of internal funds routing and bank deposits (this function may be delegated to a staff person at the discretion of the Executive Committee)
    iii. prepare the budget for Executive Committee approval
    iv. report briefly on the finances of the organization at each meeting of the membership and Executive Committee
    v. submit a full financial report to the membership annually
  7. The term of office shall be two years.
    Every officer shall be eligible to be re-elected to the same office. To prevent a hundred percent turnover of Executive Committee members in an election, a one-time change is made to take effect on March 8, 2014 to stagger the number of Executive Committee members being elected at any one time. Four Executive Committee members (President, Secretary, VP/Healthcare and VP/Military) will serve an additional year in office and elections will be held in 2016 for these positions. The remaining four Executive Committee members (Treasurer, VP/Community, VP/Corrections, VP/Education) will complete their two year term of office and elections will be held in 2015 for these positions.
  8. Vacancies.
    A vacancy in any office because of death, resignation, removal or other reasons may be filled for the unexpired portion of the term by presidential appointment, with approval of the majority of the Executive Committee. If the vacated office is that of President, then the board will vote for one of the vice–presidents, who shall immediately succeed him or her.

ARTICLE V
Meetings

  1. Regular Meetings.
    Regular meetings shall be held at least once every three months, by conference call or in person, with additional meetings if necessary.
  2. Business to be conducted shall follow the agenda below:
    i. Call to order/prayer (dua)
    ii. Approval of minutes
    iii. Unfinished business
    iv. New business
    v. Announcements
    vi. Adjournment/prayer (dua)
  3. One more than half of the sitting officers must be present for a quorum.
  4. Annual Meeting.
    The AMC shall schedule and hold an annual meeting. Written notice shall be given to all members one month prior to the meeting via email and/or regular mail via United States Postal Service.

ARTICLE VI
Standing Committees

  1. Standing Committees.
    Standing committees shall be appointed by the Executive Committee as the need arises.

ARTICLE VII
Finances

  1. Fiscal Year.
    The fiscal year of the AMC shall coincide with the calendar year.
  2. Expenditures.
    All expenditures of the AMC shall be in compliance with its mission and purposes, as described in these bylaws. The Executive Committee shall regularly review the expenditures to ensure such compliance.
  3. Budget.
    The budget shall be prepared annually by the Treasurer and approved by the Executive Committee. The budget shall be presented to the membership at the Annual Meeting, along with the Treasurer’s Financial Report.
  4. Membership Dues.
    The amount of membership dues shall be set by a Membership Committee appointed by the Executive Committee, approved by the Executive Committee, and presented to the membership at the annual meeting.
  5. Authorizations.
    All checks, drafts, or other orders and authorizations for the payment of debts shall be signed by the President or Treasurer or such other person/s as the Executive Committee may from time to time designate. That sum shall not exceed more than $250.00. If the sum exceeds $250.00, the Executive Committee will approve the amount that the President or Treasurer may sign. No person shall authorize a payment or reimbursement to him/herself.
  6. Acceptance of Contributions.
    The Executive Committee may accept on behalf of the AMC any contribution, gift, or bequest for the purposes of the AMC.
  7. Benefits.
    No part of the net earnings of the AMC shall inure to the benefit of, or be distributed to its members, Executive Committee, officers, or other private persons, except for that the AMC shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of the mission and purpose set forth in these Bylaws.
  8. Tax Returns.
    Tax returns will be filed annually by the Treasurer in compliance with all the codes of the IRS and state of incorporation.

ARTICLE VIII
Elections

  1. Nominating Committee.
    The Executive Committee shall appoint to the Nominating Committee three AMC members who have no intention of running for office for that immediate election cycle.
  2. Nominations.
    The Nominating Committee shall send a request to the membership for nominations of Executive Committee members via email or regular mail 3 months prior to the election. One month before the Annual Meeting, the Nominating Committee shall send to the membership via email or regular mail a slate of eligible candidates who meet the qualifications specified in the job descriptions and have agreed to serve, if elected as an officer of AMC. New Officers shall be chosen by the general membership by on-line voting prior to the Annual Meeting. Voting will be closed two weeks before the Annual Meeting. The results will be announced at the Annual Meeting, which will be held the second Saturday in March.
  3. Election.
    A candidate who receives a plurality of the legal votes cast for a single office (more votes than any other candidate) is elected.

ARTICLE IX
Conflict Resolution and Organizational Discipline

  1. Introduction.
    Matters of concern, conflict or disagreement between members should be addressed at the lowest possible level first, preferably face-to-face and in private. If this does not resolve the issue, then the concerned/offended party should seek out guidance and assistance from other AMC members and/or officers. If this second action does not resolve the issue, and the matter is thought to be sufficiently serious, then the steps below should be followed.
  2. Grounds for action against Members.
    A member may be disciplined or expelled by the Executive Committee for one or more of the following reasons:
    a. failure or refusal to work within the framework of the AMC;
    b. conviction of a criminal offense while working in the capacity of chaplain;
    c. violation of the AMC Code of Ethics.
  3. Grounds for action against Officers.
    In addition to the above named offenses, an officer may be disciplined or removed from office by the Executive Committee for one or more of the following specific reasons:
    a. Continued, gross, or willful neglect of the duties of the office.
    b. Failure or refusal to disclose necessary information on matters of organization business.
    c. Unauthorized expenditures, signing of checks, or misuse of organization funds.
    d. Misrepresentation of the organization and its officers to outside persons.
  4. Discipline.
    Discipline will be imposed after consultation with an attorney. Discipline may consist of, but is not limited to, the following:
    a. Verbal or written reprimand.
    b. Suspension from membership/office for a limited time.
    c. Expulsion from the AMC. (A member who has been expelled may be permitted to apply for re-admission after a certain period of time if so decided by the membership.)

ARTICLE X
Limitation of Liability and Indemnification

  1. Limitation of Liability.
    To the fullest extent permitted by Federal, State and local law, Trustees, Advisors, Agents, and Employees of the Association of Muslim Chaplains shall not be personally liable to the organization or others for monetary damages for any action taken or any failure to take any action, unless said individual has breached or failed to perform the duties of his or her office, and such breach or failure constitutes self-dealing, willful misconduct or recklessness. The provisions of this Section shall not apply with respect to the responsibility or liability of a Trustee under any criminal statute or the liability of a Trustee or officer for the payment of taxes pursuant to local, state or Federal law.
  2. Indemnification.
    The Association of Muslim Chaplains shall, to the extent permissible by law, indemnify its officers, trustees, directors, advisors, and/or employees against the expenses and liabilities reasonably incurred by or imposed upon such officer, trustee, director, advisor, and/or employee in connection with any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to the action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity, other than a proceeding by or in the right of the organization; provided that the officer, trustee, director, advisor, or employee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the organization; and further provided that, with respect to any criminal proceeding, the officer, trustee, director, advisor, or employee had no reasonable cause to believe the conduct was unlawful.
  3. Benefit.
    The indemnification provided hereunder shall, to the extent permissible by law, inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

ARTICLE XI
Amendments to Bylaws

  1. Proposal.
    Any member of the AMC may rise while new business is being considered during the Annual Meeting and offer an amendment to the bylaws simply by stating the proposed amendment and giving a copy of it to the Secretary.
  2. Review.
    The amendment is then studied by the Executive Committee, which communicates its recommendation to the entire membership at least one month prior to the next Annual Meeting.
  3. Language.
    A proposed amendment should be stated in such language that, if adopted, it may be incorporated directly into the bylaws.
  4. Approval.
    Amendments to the bylaws require a two-thirds vote of the members present at the Annual Meeting. Should there be two successive proposals of the same amendment and two votes, or if a quorum is lacking twice, the matter is referred to the Executive Committee for decision.

ARTICLE XII
Payment of Liabilities

  1. Payment of Liabilities.
    To the extent permissible by law, no officer, trustee, director, advisor, or member of this organization shall be personally liable for the debts, liabilities, or obligations of the organization of any nature whatsoever, nor shall any of the property of any officer, trustee, director, advisor, or member to be subject to the payment of the debts, liabilities, or obligations of this organization. This provision shall not relieve any such officer, trustee, director, or member from liability for any breach of duty based upon an act or omission (a) in breach of such person’s duty of loyalty to the organization or its members; (b) not in good faith or involving a knowing violation of law; or, (c) resulting in receipt by such person of an improper personal
    benefit.

ARTICLE XIII
Severability

  1. Severability.
    Each provision of these Bylaws is intended to be severable and if any provision is determined by a court of competent jurisdiction to be illegal, invalid, and/or unenforceable for any reason whatsoever, such provision shall be severed to the extent that it is determined to be illegal, invalid, and/or unenforceable, and will not affect the legality or validity or enforceability of the remainder of the Bylaws or any other provision hereof.

ARTICLE XIV
Dissolution

  1. Process.
    Dissolution of the AMC by consent of the members shall consist of unanimous agreement of the Executive Committee, together with a majority of votes cast at the annual meeting which shall be publicized in advance to the membership for the purpose of this vote.Should circumstances dictate that dissolution of the AMC be considered at a time other than the annual meeting, the Executive Committee shall make provision for the membership to vote by telephone, fax, mail, and/or e-mail.
  2. Experts.
    The Executive Committee shall retain any experts (legal, financial, etc.) that will enable them to come to a just recommendation in accordance with regulations covering Federal 501 (c)(3) organizations and Massachusetts Non Profit Corporation law.
  3. Distribution of Assets.
    Following dissolution, the Executive Committee shall make provision for the payment of any remaining liabilities of the AMC; all remaining assets of the organization will be disbursed to a to an IRS approved non-profit organization supporting Muslim chaplaincy. If no such suitable organization is identified, distribution shall be determined by the Executive Committee, for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding provisions of any subsequent federal tax laws, or to the federal government, or state or local government for a public purpose upon approval of a Justice of the Supreme Court of the Commonwealth of Massachusetts.