INSTITUTE FOR RELIGIOUS STUDIES, HUMANITIES AND DIALOGUE
Adopted on 06/01/2010
Name and Purpose
a. The name of the Organization shall be “Institute for Religious Studies, Humanities and Dialogue (IRSHAD)”.
- The organization is organized exclusively for charitable, educational, cultural, social and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
- The purpose of the organization is to publish research in modern issues of Religious and Humanitarian concerns, provide social counseling to serve the community needs, and promote dialogue among different cultures.
- No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
- Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 ( c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principle office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Board of Directors
Section 1. Membership. The Corporation shall be organized upon a membership basis. The property, business, and affairs of the Corporation shall be managed by its Directors.
Section 2. Number and Term of Office. The number of Directors and their terms of office shall be as specified in the Articles of Incorporation.
Section3. General Powers as to negotiable Paper. The board of Directors shall, form time to time, prescribe the manner of making, signature or endorsement of checks, drafts, notes, acceptances, bills of exchange, obligations and other negotiable paper or other instruments for the payment of money and designate the officer or officers, agent or agents, who shall from time to time be authorized to make, sign or endorse the same on behalf of the Corporation.
Section 4. Powers as to Other Documents. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any conveyance or their instrument in the name of the Corporation, and such authority may be general or confined to specific instances. When the execution of any contract, conveyance, or other instrument has been authorized without specification of the officers authorized to execute, it may be executed on behalf of the Corporation by the President or any Vice President, and attested by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer.
Section 5. Compensation. Directors shall serve without compensation but shall be reimbursed for actual, reasonable, and necessary expenses incurred by a Director in his or her capacity as a Director.
Section 1. Annual Meeting. The annual meeting of the Directors of the Corporation shall be held at its office in Dearborn, Michigan, or at such other place within or without the State of Michigan as may from time to time be selected by the Directors, on the third Thursday in December in each year (or if that day is a legal holiday, then on the next succeeding day not a holiday) at 10:00 o’clock a.m., for the purpose of electing or appointing directors and officers for the ensuing year and for the transaction of such other business as may properly be brought before the meeting.
Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times or intervals and at such places within or without the State of Michigan as may from time to time be determined by resolution of the Board, which resolution may authorize the President, Vice President or Secretary to fix the specific date and place of the regular meetings, in which case notice of the time and place of the regular meetings shall be given in the manner provided below.
Section 3. Special Meetings. Special meetings of the Directors may be called by the President and shall be called by the President, Vice President or Secretary at the direction of not less than two Directors then in office, or as may otherwise be provided by law. The meetings shall be held at the office of the Corporation in Dearborn, Michigan, unless otherwise directed by the Board of Directors and stated in the notice of meeting, in which case the meeting may be held at any place within or without the State of Michigan. Any request for a meeting by directors shall state the purpose or purposes of the proposed meeting.
Section 4. Notice of Meetings. When notice of a meeting is required by these Bylaws or by law, the notice shall contain the time, place and purpose of the meeting, shall be signed by the president, a Vice President or the Secretary and shall be served either personally or by email upon each Director not less than 7 nor more than 15 days before the meeting; provided that no notice of adjourned meetings need be given. If mailed, the notice shall be directed to each Director at his or her address as it appears in the records of the Corporation unless he or she shall have filed with the Secretary a written request that notices intended for him or her be mailed to some other address, in which case it shall be mailed to the address designated in the request. Such further notice shall be given as may be required by law. Meetings may be held without notice if all Directors are present in person or if notice of the time, place and purpose of the meeting is waived in writing, either before or after its holding, by all Directors not present at the meeting.
Section 5. Quorum. A majority of the Directors then in office shall constitute a quorum for the transaction of business and the action of a majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, except as action by a majority of the Directors then in office may be specifically required by other sections of these Bylaws. No proxy voting shall be permitted. The majority of the Directors that constitutes a quorum consist of half plus one director. Whereas, the majority for voting purpose consist of two-third of a quorum.
Section 6. Conduct of Meetings. Meetings of the Directors shall be presided over by the President or Vice President. The Secretary or an Assistant Secretary of the Corporation or, in their absence, a person chosen at the meeting shall act as Secretary of the meeting.
Section 7. Action by Unanimous Written Consent. If and when the Directors shall severally or collectively consent in writing to any action to be taken by the Corporation either before or after the action is taken, the action shall be a valid corporate action as though it had been authorized at a meeting of the Directors and the written consents shall be filed with the minutes of the proceedings of the Board of Directors.
Section 8. Telephonic Conferences. A Director may participate in a meeting of Directors by a conference telephone or similar communication equipment by which all persons participating in the meeting may hear each other if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.
Section 1. Election or Appointment. The Board of Directors shall elect a President, a Secretary, and a Treasurer of the Corporation at each annual meeting, and may elect one or more Vice President, Assistant Secretaries and Assistant Treasurers. The same person may hold any two or more offices, but no officers shall execute acknowledge or verify any instrument in more than one capacity, the Directors may also appoint other officers and agents as they may deem necessary for the transaction of the business of the Corporation.
Section 2. Term of Office. The term of office of all officers shall commence upon their election or appointment and shall continue until their respective successors are chosen or until their resignation or removal. Any officer may be removed from office at any meeting of the Directors, with or without cause, by the affirmative vote of a majority of the Directors, whenever in their judgment the best interests of the Corporation will be served. An officer may resign by written notice to the Corporation. The resignation shall be effective upon its receipt by the Corporation or at a subsequent time specified in the notice of resignation. The Directors shall have power to fill any vacancies in any offices occurring from whatever reason.
Section 3. Compensation. Any officer who is an employee of the Corporation shall receive such reasonable compensation for their services as may, from time to time, be fixed by the Board of Directors.
Section 4. The President. The President shall be the chief executive officer of the Corporation and shall have general and active management of the activities of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall execute all authorized conveyances, contracts, or other obligations in the name of the Corporation except where required by law to be otherwise signed and executed and except where the signing and execution shall preside at all meetings of the Directors. In his or her absence, the Directors present shall designate another presiding officer.
Section 5. Vice Presidents. The Vice Presidents in the order designated by the Board of Directors or, lacking such a designation, by the President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.
Section 6. The Secretary. The Secretary shall attend all meetings of the Board of Directors and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He or she shall give, or cause to be given, notice of all meetings of the Directors for which notice may be required, and shall perform such other duties as may be prescribed by the Directors or by the President, under whose supervision he or she shall act. The Secretary shall execute with the President all authorized conveyances, contracts or other obligations in the name of the Corporation except as otherwise directed by the Directors.
Section 7. The Treasurer. The Treasurer shall have custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation. In such depositories as may be designated by the Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Directors, taking proper vouchers for the disbursements, and shall render to the President and Directors, at the regular meetings of the Directors, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Directors for the faithful performance of the duties of that office and for the restoration to the Corporation (in case of his or her death, resignation, or removal from office) of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under his or her control belonging to the Corporation.
Section 8. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and the Assistant Treasurers, respectively (in the order designated by the Directors or, lacking such designation, by the President), in the absence of the Secretary or Treasurer, as the case may be, shall perform the duties and exercise the powers of the Secretary or Treasurer and shall perform such other duties as the Directors shall prescribe.
Section 1. Indemnification and insurance. The Corporation shall, to the fullest extent now or later permitted by law and by regulations and rulings issued by the Internal Revenue Service, indemnify any Director or officer of the Corporation (and, to the extent provided in a resolution of the Board of Directors or by contract, may indemnify any employee or agent of the Corporation) who was or is a party to or threatened to be made a party to any threatened, pending, or completed civil action, suit or proceeding by reason of the fact that the person is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit, against expenses (other than taxes, penalties, or expenses of correction)including attorneys’ fees (which expenses may be paid by the Corporation in advance of the final disposition of such action, suit or
proceeding as provided by law), actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted (or refrained form acting) in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and the person is either successful in his other defense or the proceeding is terminated by settlement, and the person has not acted willfully and without reasonable cause with respect to the Corporation duties concerned. The Corporation may purchase and maintain insurance on behalf of any such person against any liability (including penalties, taxes, expenses of correction, judgments, settlements or expenses) asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article or under the provisions of Section 561 through 565 of the Michigan Nonprofit Corporation Act..
Section 2. Rights to Continue. This indemnification shall continue as to a person who has ceased to be a Director or officer of the Corporation and, to the extent provided in a resolution of the Board of Directors or in any contract between the Corporation and the person, may continue as to a person who has ceased to be an employee or agent of the Corporation. Any indemnification of a person who was entitled to indemnification after the person ceased to be a Director, officer, employee or agent of the Corporation shall inure to the benefit of the heirs, personal representatives and administrators of the person.
Fiscal Year; Notices
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on the 1 St day of January of each year and shall end on the 31 St day of December following.
Section 2. Notices. Any notice required by Statute or by these Bylaws to be given to Directors or to any officer of the Corporation, unless otherwise provided or in any statute, shall be sufficient if given by depositing it in a United States post office box or receptacle in a sealed, postpaid wrapper, addressed to the Director or officer at his or her last address as it appears on the records of the Corporation, and the notice shall be deemed to have been given at the time of the mailing.
Section 1. Amendments. These Bylaws may be altered or repealed or new Bylaws may be adopted by the affirmative vote of a majority of the Board of Directors then in office at any regular or special meeting of the board, if a notice of the proposed alteration, repeal or substitution is contained in the notice of the meeting.