IN THE NAME OF ALLAH, THE MOST MERCIFUL AND COMPASSIONATE

NORTH CAROLINA MUSLIM BAR ASSOCIATION

BYLAWS

ARTICLE I: NAME

The organization shall be called the North Carolina Muslim Bar Association (hereinafter “NC MBA” or the “Association”).

ARTICLE II: OBJECTIVES

The NC MBA is an organization for Muslim legal professionals and others who support the objectives of the Association.

The objectives of the Association include at least the following:

To conduct itself in accordance with the ideals and principles of Islam as dictated by the Holy Qur'an and Prophet Muhammad (Peace Be Upon Him), recognizing diversity of thought and interpretation within the Muslim community;

 Mentorship of Muslim Legal Professionals

●      To encourage entry of Muslims into legal education and the profession;

●      To support individuals in the legal profession who identify as Muslim to express their faith in the way they feel comfortable;

●      To assist law student Members in the furtherance of their legal careers and in their continued involvement in this Association;

●      To further the professional development of Muslim legal professionals in North Carolina;

Diversity of the Legal Profession

●      To promote diversity in legal education and the legal profession;

●      To promote the recognition of Muslim and other underrepresented legal professionals, and to have their unique contributions and their collective goals acknowledged and met by the North Carolina legal community;

 Access of Legal Services for the Muslim Community

●      To facilitate the access of the Muslim community to legal services;

●      To improve the position of the Muslim community at large; and

●      To promote Muslim participation in American governmental processes.

In pursuing these objectives, the Association shall have the powers to do all things necessary, proper, and consistent with maintaining its tax-exempt status. The Association shall endeavor to work with other organizations regardless of racial, national, or religious background to realize these objectives.

ARTICLE III: MEMBERS

Section 1. Membership. The Membership of the Organization shall consist of Regular Members, Paralegal Members, Law Student Members, and Supporting Members who ascribe to the goals and commitments of the Muslim Bar Association. Discussion of “the Members” throughout this document refers collectively to Regular, Paralegal, and Law Student Members who are eligible to vote, as described below.

 a.  Regular Members. A Regular Member shall consist of any person who is licensed to practice law in any State, Territory or District of the United States of America and who either resides or practices in the State of North Carolina. Regular Members in good standing are entitled to all the rights and privileges of the Association including the right to vote and hold an elected position. (included in the “Voting Members”)

b.  Paralegal Members. A Paralegal Member shall consist of any person who is licensed to work as a paralegal in any State, Territory or District of the United States of America and who either resides or practices in the State of North Carolina. Paralegal Members in good standing are entitled to all the rights and privileges of the Association including the right to vote and hold an elected position. (included in the “Voting Members”)

c.  Law Student Members. A Law Student Member shall consist of any student who is in good standing at an accredited law school in North Carolina. Law Student Members in good standing are entitled to vote and hold the Student Member position on the Board. (included in the “Voting Members”)

d.  Supporting Members. A Supporting Member shall consist of any person associated with the legal profession in good standing who supports the purpose, mission, vision and values of the Association but does not wish to or cannot participate through one of the membership categories above. Supporting Members in good standing are not entitled to vote or hold an elected position.

Section 2. Membership Application and Dues. Any person meeting the requirements of Section 1 above shall become a Member of the Association upon completion of a membership application and payment of dues (see Addendum). Notwithstanding the foregoing, however, the Board reserves the right to review membership applications and, with a supermajority vote, deny or revoke membership for cause.

 Dues shall be required on an annual basis. Membership dues for prospective members may be waived for hardship reasons upon application to the Board. Law Students will not pay dues until they move to Regular Member status.

Dues will be set by Resolution of the Board at the Annual General Meeting every year and updated as an Addendum to the Bylaws.

Section 3. Removal of a Member. Any Member may be expelled or censured for cause upon a super-majority (one more than a majority) vote of the Board at a Board meeting upon a determination that the Member’s actions are detrimental to the objectives of the Association.

Written notice of the intention to expel or censure and reasons therefore shall be provided to the affected Member at least thirty (30) days prior to the meeting date.

Electronic means of communication to the last known email address as appears on the membership rolls shall constitute such notice. No Member shall be expelled or censured without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.

Section 4. Annual General Meeting. The Association shall call an Annual General Meeting of the Members to conduct elections and conduct other organizational business.

The Annual General Meeting shall take place at a location as determined by the Board. Notice of the Annual General Meeting must be provided not more than fifty (50) and no less than (10) days before the Annual General Meeting.

An in-person meeting is not required; electronic meetings shall be sufficient to comply with this provision.

Section 5. Special Meetings. Special meetings may be called to discuss matters of concern to the membership.

Special meetings of the Members may be called by the Board or by the Members entitled to cast ten percent (10%) of the total number of votes entitled to be cast at such meeting. Such Members may, in writing, demand the call of a special meeting specifying the date and month thereof, which shall not be less than two (2) nor more than three (3) months from the date of such written demand.

The Secretary, upon receiving the written demand, shall promptly give notice of such meeting, or if the Secretary fails to do so within five (5) business days thereafter, any Member signing such demand may give such notice. The meeting shall be held at the place in

such location as determined by the Board.

Section 6. Notice. The Association shall provide Members with notice for any meeting of the Members.

a.  Contents. Notice shall include time and electronic or physical location of the meeting. Notice of Special Meetings shall indicate that it is being issued by or at the direction a person or persons calling the meeting and shall also state the purpose or purposes for which the meeting is called.

b.  Method of Delivery. Notice of all Member meetings may be delivered by email. If notice of a Member meeting is sent by email, such notice is deemed given when directed to the Member’s email address as it appears on the record of Members. Members are responsible for providing the Association with their correct and most current email address; if the email message is returned as undeliverable, the Member is deemed to have waived notice requirements.

Section 7. Quorum. Quorum for meetings of the Members shall be ten percent (10%) of the Members entitled to vote.

Section 8. Voting. Members must vote in person (including electronic presence). Members may not vote by proxy. Decisions at all Member meetings shall be by vote of a majority of the Members entitled to vote who are present in person or electronically, except as may be otherwise specifically prescribed in these Bylaws or applicable law.

Section 10. Annual Report to the Membership. At the Annual General Meeting, the Treasurer shall present a report to the Members (verified by the Treasurer and the President, or certified by an independent public accountant) of the Association’s accounts showing in appropriate detail: (i) the assets and liabilities of the Association as of a twelve-month fiscal period terminating not more than six months prior to the meeting; (ii) the principal changes in assets and liabilities during that fiscal period; (iii) the revenues or receipts of the Association, both unrestricted and restricted to particular purposes during said fiscal period; (iv) the expenses or disbursements of the Association, for both general and restricted purposes during said fiscal period; and (v) the number of Members of the Association as of the date of the report, together with a statement of increase or decrease in such number during said fiscal period, and a statement of the place where the names and places of residence of the current Members may be found. Such report shall be filed with the minutes of the Annual General Meeting.

ARTICLE IV: BOARD OF DIRECTORS

Section 1: Organization.

The business of the organization shall be conducted by the Board of Directors.

Section 2. Officer Positions. There shall be five Officers of the Board of Directors: President, Vice President, Secretary, Treasurer, and Law School Liaison.

Section 3. Term. Officers of the Board shall serve two-year terms.

Section 4. Qualifications. Only a Regular or Paralegal Member shall be eligible to hold an Officer position on the Board, with the exception of the Board’s Law School Liaison coming from that membership category.

Section 5. Elections. The Officers shall be elected by the Voting Members at the Annual General Meeting. The form and manner in which the election process is conducted shall be established by the Board and may be revised by the Board as needed.

Section 6. Removal.

a.  Removal by the Members. An Officer may only be removed by the Voting Members for cause.

       b.  Notice of Removal. Written notice of the intention to expel or censure and reasons therefore shall be provided to the Officer at least fourteen (14) days prior to the meeting date of the Board’s meeting seeking to remove the Officer.

Section 7. Resignation. Any Officer may resign from office at any time upon notice to the President or the Secretary. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or the Secretary. The acceptance of a resignation by the Board shall not be necessary to make it effective.

Section 8. Vacancies. If the President resigns, or otherwise is unable to complete his/her term, the Vice President shall be vested with the full powers of the President for the remainder of the President’s term. Upon the resignation of the Secretary, Treasurer, or Law School Liaison, the remaining members of the Board shall appoint a replacement to complete the remainder of the term. An Officer appointed to fill any vacancy shall hold office until the next Annual General Meeting when his or her successor is elected. The appointed officer is not precluded from running for the same position or another one of his or her choosing.

Section 9. President. The President shall:

a.      Be the Chief Executive Officer of the Association and responsible for the direction and operation of the Association, as determined by the Board;

b.   Call meetings of the Board and chair such meetings;

c.      Preside over all meetings of the Association;

d.     Perform such other functions as are necessary or appropriate to the role of President of the Association.

Section 10. Vice President. The Vice President shall have those powers as the Board so delegates, and shall act as the President, in the absence of the President.

Section 11. Treasurer. The Treasurer shall:

a.      Be responsible for the deposit and safeguarding of all funds received by the Association and for their proper disbursement in accordance with any budget parameters established by the Board;

b.      Keep an accurate roll of the Members, notify Members when their membership has lapsed, and collect dues;

c.      Keep regular accounts, in the books of the Association, which accounts shall be open to inspection by any Officer of the Board and shall at all times be subject to examination and audit as directed by the President;

d.      Report in writing, at each stated meeting, and to the Board, as and when required by them, the financial condition of the Association, including the state of the account, recent expenditures, and related financial events; and

e.      Draft, verify and present the Annual Report for presentation to the Members at the Annual General Meeting.

f: Propose increases in annual membership dues as appropriate for final approval by the Board.

Section 12. Secretary. The Secretary shall:

a.   Keep a record of the proceedings of the Association, keep a record of all meeting minutes, maintain information and related documentation concerning the activities of the Association, and keep a record of such other matters as may be directed by the Association to be placed in its files or records;

         b.     Keep an accurate roll of the names and contact information of the Officers of the Board;

c.      Issue written notices of all meetings, with a brief note, in case of special meetings, of the object for which they are called; and

d.     Oversee the Association’s external materials (e.g., website), unless this is delegated by the Board or Secretary to, or assumed by, another Member.

Section 13: Meetings of the Board

        a.     Regular Meetings: The Board shall have regular meetings to conduct the business of the organization, as set forth by a schedule agreed upon by the Officers within one month (30 days) of the Annual Meeting and Election.

         b.     Emergency Meetings: The Board shall schedule emergency meetings as needed by discretion of the President or by consent of at least two of its members.

i.   Notice: Notice shall be given three calendar days before the meeting.      

c. Quorum: Quorum will be met with the attendance of at least four Officers of the Board.    

Section 14: Actions of the Board; Voting

a.      Supermajority vote. Actions of the Board shall occur based on the vote of approval from a supermajority of the Board.

i.          Official actions taken by such vote of the Board shall be binding upon the organization and its Members.

ii.         In the case of a tie or abstention, the vote of the President will be a tie-breaker. In the absence of the President, the tie-breaking vote defaults to the Vice President.

b.     Votes at Regular Meetings. The Board shall conduct its business during Regular Meetings and vote on any action as deemed necessary to do so.

c.      Special Votes. Special Votes can occur outside of Regular Meetings to make decisions on specific matters as deemed necessary by the President. The use of this Special Vote is meant to be used to streamline the operations of the Organization for minor operational issues that arise in between Regular Meetings.

i.          The Special Vote may be called and conducted electronically.

ii.          The decision must be unanimous; if not, the business must be conducted and voted upon again at a Regular or Emergency Meeting.

iii.         Records of calling the Special Vote and the results of the vote should be kept by the Secretary as records of Board action.

ARTICLE V: COMMITTEES

Section 1. Committees. The Board may create Committees to conduct business and further the goals of the organization.

a.     Committees will report to and be under the control of the Board.

b.     Committees must have an organizational document, setting out the terms by which that Committee is to operate. The document shall include the Committee’s purpose, leadership, and provisions relating to using funds and acting as an agent or making public representations on behalf of the organization.

c.     The leadership (e.g. Chair, Vice Chair) of the Committee must be Members in good standing of the organization.

Section 2. Advisory Board. The Board may appoint Members in good standing to an Advisory Board. Advisory Board Members may not vote on a matter before the Board. Advisory Board Members may be asked by the Board to return on an annual basis from the date they joined and do not have a term limit.

ARTICLE VI: DISPUTE RESOLUTION

Section 1: Dispute Resolution. In any dispute between individuals relating to the governance, activities or corporate actions of the Association, all parties involved shall cooperate in good faith to resolve the dispute for the benefit of the Association. If the parties cannot resolve the dispute between themselves, each individual or group of individuals on each side of the issue shall choose a disinterested third party from within the Members to serve as a mediator. If no timely resolution of the dispute occurs through mediation, the parties shall be entitled to submit such a dispute to external mediation. Said decision shall be binding on all parties.

ARTICLE VII: INDEMNIFICATION AND INSURANCE

Section 1. Indemnification. The Association may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she was an Officer or agent of the Association, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees. No indemnification may be made to or on behalf of any such person if (a) his or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty and were material to such action or proceeding or (b) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

Section 2. Insurance. The Association shall have the power to purchase and maintain insurance to indemnify the Association for any obligation which it incurs as a result of its indemnification of Officers and employees pursuant to Section 1 above, or to indemnify such persons in instances in which they may be indemnified pursuant to Section 1 above.

ARTICLE VIII: CONTRACTS, CHECKS, AND BANK ACCOUNTS

Section 1. Contracts. The Board may authorize any Officer or Agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Association. Such authorization may be general or confined to specific instances.

Section 2. Banks; Checks. The Board shall, as necessary, select such banks or depositories as it shall deem proper for the funds of the Association. The Board shall determine by resolution who shall be authorized on the Association’s behalf to sign checks, drafts or other orders for the payment of money.

ARTICLE IX: FISCAL YEAR; BOOKS

Section 1. Fiscal Year. The fiscal year of the Association shall be January 1 – December 31.

Section 2. Books. There shall be kept by the Secretary and Treasurer of the Association correct books of account of the activities and transactions of the Association.

ARTICLE X: BYLAWS AND AMENDMENTS

Section 1. Operation. The organization shall operate according to the terms of the Bylaws.

Section 2. Initial Approval. The Bylaws must first be approved by the Members at the Annual General Meeting or by Special Meeting by a vote of a supermajority of the Quorum of Voting Members attending the meeting.

Section 3: Amendment of Bylaws.

a.      Amendment by the Members. The Bylaws may be amended by the Members at the Annual General Meeting or by Special Meeting by a vote of a supermajority of the Quorum of Voting Members attending the meeting.

b.     Notice of Amendment. Any meeting where the Bylaws are to be amended must have notice at least thirty (30) days before said meeting is to be held. The Notice must include the current bylaws provision, the proposed amendments, and the date, time, and location of the proposed vote.

Section 4. Addendums. Addendums to the Bylaws used to clarify any provisions of the Bylaws may be approved by a supermajority vote of the Board.

Approved and Adopted Unanimously by NC MBA Members on July 31, 2022.

ADDENDUM I: MEMBERSHIP FEES; MEMBERSHIP FEES FY 2022 and OTHER FUNDS

MEMBERSHIP FEES

The Membership Fees for FY 2022 are Waived. Membership and Quorum is determined for this FY by being on the Email List as of the date the Notice is sent for voting to initially approve the Bylaws.

The organization may start collecting fees in FY 2023 when a bank account is specifically created that could hold those funds.

OTHER FUNDS

Until a bank account is established, Officers may manage organizational funds out of their personal accounts, including:

●     Donations received for special gatherings;

●     Website-related expenses; and

●     Other general operating expenses.

Any Officer who collects and uses such funds must inform the Board:

●      When the money is collected and how much;

●      How much money they are holding on behalf of the organization at any particular time;

●      When and how the money is spent; and

●      When requested by more than one other Board Member.

The Officer should keep strict records, including donations and receipts, of any funds held in a personal account on behalf of the Organization.

Approved and Adopted Unanimously on July 31, 2022.