BYLAWS
OF
LIGHTHOUSE FOR HUMANITY, INC.
(Non-Stock Religious Corporation)
ARTICLE I
The Corporation
The Corporation shall be known as LIGHTHOUSE FOR HUMANITY, INC., and shall be referred to in these Bylaws as the “Corporation.”
ARTICLE II
Purposes
The purposes of the Corporation, as set forth in the Certificate of Incorporation on file in the office of the Secretary of the State of Connecticut, shall be to be organized and operated exclusively for educational, charitable, and/or religious purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or to any corresponding provision of any future federal tax law, as follows:
- To provide spiritual guidance to people through intellectual and spiritual gatherings;
- To serve all people who are seeking to understand the meaning of life, the universe and the individual through teachings of the Qur’an, Sunnah (practice of the Prophet) and the Risale-i-Nur (qur’anic commentary); and
- To engage, subject to the foregoing limitations and any further limitations set forth in the Certificate of Incorporation, in any lawful act or activity for which a corporation may be organized under Section 33-264A concerning Connecticut Religious Corporations.
In the event of any conflict between the purposes set forth in these Bylaws and those set forth in the Certificate of Incorporation, the provisions of the Certificate of Incorporation shall prevail. This provision shall not be amended without simultaneous amendment of the Certificate of Incorporation.
ARTICLE III
Offices
The Corporation’s principal office and any other of its offices shall be located at such places within or without the State of Connecticut as the Board of Directors may from time to time determine. The Corporation shall maintain within the State of Connecticut a registered office at such place, which may be the principal office, as the Board of Directors may from time to time determine.
ARTICLE IV
Members
Section 1. Admission, Withdrawal and Expulsion.
1.1 Adjunct Member. Any individual who has attained the age of eighteen years interested in supporting the purposes of the Corporation may become an Adjunct Member of the Corporation by filing an application in such form as the Board of Directors shall from time to time prescribe. Adjunct Members shall have no right to participate in elections in any way.
1.2 Regular Member. Any Muslim who has attained the age of eighteen years interested in supporting the purposes of the Corporation may become a Regular Member of the Corporation by filing an application in such form as the Board of Directors shall from time to time prescribe and by receiving the approval of the Board of Directors at a duly constituted meeting of the Board of Directors, and by paying such dues as the Board of Directors shall establish from time to time. Regular Members shall have no right to participate in elections in any way.
1.3 Active Member. Any Regular Member who participates in certain activities, as the Board of Directors shall from time to time prescribe, for over two years -which may be waived by the Board of Directors- and who is interested in supporting the purposes of the Corporation may become an Active Member of the Corporation by receiving the approval of the Board of Directors at a duly constituted meeting of the Board of Directors, and by paying such dues as the Board of Directors shall establish from time to time. Each Active Member shall be entitled to one vote on such matters as may be submitted to the Members by the Board of Directors.
1.4 General Provisions. The first Active Members of the Corporation shall consist of the members of the Board of Directors first elected at the organization meeting of the Corporation. Any class Member may withdraw at any time by giving notice thereof to the Secretary of the Corporation. A Member’s membership in the Corporation may be terminated, and a Member’s voting rights may be suspended, by the Board of Directors, in its sole discretion.
Section 2. Dues. The Board of Directors shall determine from time to time the amount of annual dues payable to the Corporation by the Members.
Section 3. Meetings.
3.1 Location. Meetings of the Members may be held within or without the State of Connecticut as set forth in any notice of meeting.
3.2 Annual Meeting. The Annual Meeting of the Active Members shall be held at such time as the Board of Directors shall determine. Written notice of each meeting of the Members, stating the date, time, and place of the meeting shall be delivered not less than five (5) nor more than sixty (60) days before the date of the meeting. For purposes of this Section only, Active Members shall be those persons listed as Active Members on the books of the Corporation fifteen (15) days prior to the date of the meeting. In the Board of Directors, in its sole discretion, may provide notice to Adjunct Members and/or Regular Members, but the only Members entitled to vote at the Annual Meeting shall be Active Members.
3.3 Special Meetings. Special meetings of the Board of Directors may be called by the President or by a majority of the directors then serving. Written notice of each meeting of the Members, stating the date, time, place of the meeting, and of the and subject to be considered at the meeting, shall be delivered not less than five (5) nor more than sixty (60) days before the date of the meeting. The Secretary shall call a special meeting of Members upon written application of the holders of at least ten (10) percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting.
3.4 Notice and Waiver of Notice. Unless otherwise specified in the Bylaws or required by law, notice may be given by any reasonable means, including public announcement. Notice of any meeting of the Members may be waived by any or all of the persons entitled to notice. A Member may waive notice by filing a written waiver filed with the Secretary before, at, or after such meeting. A Member is also deemed to have waived notice of a meeting that the Member attends or in which the Member participates, unless the Member at the beginning of the meeting, or promptly upon arrival, objects to the holding of the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Section 4. Transaction of Business by Members
4.1 Quorum. Unless otherwise required by law or by these Bylaws, the quorum necessary for the transaction of business shall consist of a majority of the Active Members present in person or by proxy. An Active Member may participate in a meeting of the Active Members by means of a conference telephone or other means of communication enabling all participating Active Members to hear one another simultaneously and such participation shall constitute presence in person.
4.2 Voting. Unless otherwise provided in the Certificate of Incorporation, these Bylaws, or by law, the affirmative vote of a majority of the Active Members entitled to vote and present at a meeting duly held at which a quorum is present shall be the act of the Members. Non-voting Members shall not be counted in determining a majority or any other fraction of the membership.
4.3 Action Without a Meeting. The Active Members may act without a meeting by the unanimous written consent of all Active Members. Unanimous written consents shall be filed in the minute book of the Corporation.
4.4 Action by Written Ballot in Lieu of Meeting. Where directors or officers are to be elected by the Active Members or any other action is to be voted upon by the Active Members, such elections may be conducted and such actions voted upon by mail provided that the same period for which notice would otherwise be required for a meeting is provided for the return of ballots and provided that the quorum requirement is met by the casting of sufficient votes as would constitute a quorum were those voting present at a meeting. The vote shall be determined from the total number of Members who actually vote by mail.
ARTICLE V
Directors
Section 1. Powers. The Corporation shall act by and through its Board of Directors. The Board of Directors may delegate its powers as it sees fit, subject to restrictions imposed by the Certificate of Incorporation, the Bylaws, Section 33-264A concerning Connecticut Religious Corporations, as amended, and Section 501(c) (3) of the Internal Revenue Code of 1986, as amended (hereinafter, the “Code”) (or the corresponding provision of any future federal tax code).
Section 2. Service on Board of Directors.
2.1 Number. There shall be no less than five (5), nor more than fifteen (15), voting members of the Board of Directors. The number of voting Members of the Board of Directors shall be as the Board of Directors shall determine from time to time in its sole discretion. There may also be additional non-voting directors.
2.2. Nomination and Election Process. Nominations for directors to replace directors whose terms expire (or to add new directors, subject to Section 2.1) may be submitted at the Annual Meeting of Members at which the election is made, or may be circulated in advance. Nominations may be made by any director or by three (3) Active Members or by a nominating committee appointed by the Board of Directors. Upon nomination by a member of the Board of Directors, an individual may be elected without any prior membership. Absent nomination by a member of the Board, only Active members may be elected to the Board of Directors. Incumbent directors are assumed to have nominated themselves to stand for reelection unless they have provided notice in writing of an intent not to serve. Directors of the Corporation shall be elected by a vote of a majority of the Active Members present and voting.
2.3 Terms. The initial Board of Directors shall be selected by the Incorporator to hold office for a term of five (5) years until the fifth Annual Meeting of the Board of Directors and elected thereafter to biennial terms, every two years. Directors shall hold office until their successors are elected and qualified.
2.4 Leave. Any Member of the Board of Directors may take a leave of absence upon delivery of written notice to the Board of Directors, the President, or the Secretary. The Board of Directors may fill the vacancy with any Member in its sole discretion for the period remaining before the next election.
2.5 Resignation. A director may resign at any time upon delivery of written notice to the Board of Directors, the President, or the Secretary. Any such resignation shall be irrevocable upon delivery of such notice. The Board of Directors may fill the vacancy with any Member in its sole discretion for the period remaining before the next election.
2.6 Removal. A director may be removed as a director at any time with or without cause by the affirmative vote of two-thirds of directors then in office at a special meeting of the directors called expressly for the purpose of considering such removal.
Section 3. Meetings.
3.1 Location. Meetings of the Board of Directors may be held within or without the State of Connecticut as set forth in any notice of meeting.
3.2 Annual Meeting. The Annual Meeting of the Board of Directors shall be held at such time as the Board of Directors shall determine. Written notice of the date, time and place of each Annual Meeting shall be given to each director at least five (5) days before the Annual Meeting.
3.3 Special Meetings. Special meetings of the Board of Directors may be called by the President or by a majority of the directors then serving. Notice of the date, time, and place of each Special Meeting shall be given to each director at least two (2) days prior to such meeting.
3.4 Notice and Waiver of Notice. Unless otherwise specified in the Bylaws or required by law, notice may be given by any reasonable means. Notice of any meeting of the Board of Directors may be waived by any or all of the persons entitled to notice. A director may waive notice by filing a written waiver filed with the Secretary before, at, or after such meeting. A director is also deemed to have waived notice of a meeting that the director attends or in which the director participates, unless the director at the beginning of the meeting, or promptly upon arrival, objects to the holding of the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Section 4. Transaction of Business.
4.1 Quorum. Unless otherwise required by law or by these Bylaws, the quorum necessary for the transaction of business shall consist of a majority of the directors in office who are entitled to vote. A director may participate in a meeting of the Board by means of a conference telephone or other means of communication enabling all participating directors to hear one another simultaneously and such participation shall constitute presence in person.
4.2 Voting. Unless otherwise provided in the Certificate of Incorporation, these Bylaws, or by law, the affirmative vote of a majority of the directors entitled to vote and present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors. Non-voting directors shall not be counted in determining a majority or any other fraction of the Board of Directors.
4.3 Action Without a Meeting. The Board of Directors may act without a meeting by the unanimous written consent of all directors. Unanimous written consents shall be filed in the minute book of the Corporation.
Section 5. Compensation. All decisions concerning compensation to directors shall be governed also by the Article of these Bylaws entitled “Conflicts of Interest.”
5.1 Fixing Compensation. No director shall receive compensation for services rendered to the Corporation in such capacity, but directors shall be entitled to reimbursement for reasonable and necessary expenses actually incurred in connection with the performance of their duties in the manner and to the extent that the Board shall determine.
5.2 Compensation for Non-Director Services. Upon approval of the Board of Directors, directors may be compensated for services provided to the Corporation in a capacity other than as director.
5.3 Amount of Compensation. The Corporation shall provide no reimbursement for expenses or compensation other than those reasonable and necessary in furthering the Corporation’s purposes.
ARTICLE VI
Committees
Section 1. Authority. The Corporation may act through Committees of the Board of Directors, subject to the Section of this Article entitled “Limitations on Powers.” Committees may be standing or ad hoc committees. Each committee shall have such powers and authorities as may be provided in these Bylaws, in the resolution creating such committee, or in resolutions of the Board of Directors adopted from time to time.
Section 2. Appointment. Committees shall be created and Committee members appointed by the Board of Directors, and vacancies on Committees shall be filled by the Board of Directors. Each Committee with power to act for the Board shall have at least one Committee member who is a director.
Section 3. Executive Committee. There shall be an Executive Committee, which shall include as voting members of such committee the President, Vice-President, Treasurer, and Secretary, and may include such other person or persons as the Board of Directors may determine, with or without the power to vote. The Executive Committee shall act for the Board of Directors between meetings of the Board and shall be responsible for all Board level issues related to personnel.
Section 4. Limitations on Powers. Notwithstanding any provision of this Article or these Bylaws to the contrary, no Committee shall have any power to:
(a) Fill vacancies on the Board of Directors or any of its Committees;
(b) Amend the Certificate of Incorporation;
(c) Adopt, amend, or repeal the Bylaws;
(d) Approve a plan of merger, approve a sale, lease, exchange or other disposition of all, or substantially all, of the Corporation’s property, other than in the usual and regular course of business; or
(e) Approve a proposal to dissolve the Corporation.
Section 5. Meetings, Notices, and Quorum. All Committees other than advisory committees shall have the same requirements for Meetings and the Transaction of Business as those set forth in the articles of these Bylaws entitled “Directors” and “Conflicts of Interest” with respect to the conduct of business by the Board of Directors, except that Committees shall not be required to hold annual meetings.
Section 6. Advisory Committees. The Board of Directors or the President may appoint one or more persons as advisory committees that shall have no power to exercise any power of the Board of Directors, and the provisions of the preceding Sections of this Article need not apply to such advisory committees.
ARTICLE VII
Officers and Agents
Section 1. Titles, Election, and Duties. The Directors shall appoint, to serve for such terms as the Board may specify upon appointment, a President, a Vice-President, a Treasurer, and a Secretary. The directors may, in addition to the foregoing, at the annual or any other Board of Directors’ meeting, appoint any other officers the appointment of which they deem expedient or necessary. The officers need not be residents of Connecticut. The duties of the officers shall be such as are imposed by these Bylaws and from time to time prescribed by the directors. All officers shall serve in such capacity at the pleasure of the Board of Directors without prejudice to any other contractual relationship they may have with the Corporation.
Section 2. President. The President shall be a member of the Board of Directors. The President shall preside at each meeting of the directors and shall have such powers and duties as usually pertain to the office of President and as may be assigned by the Board of Directors. If no other Chief Executive Officer is elected, the President shall assume the duties of Chief Executive Officer.
Section 3. Vice-President. The Vice-President shall be a member of the Board of Directors and shall have such powers and perform such duties as may be assigned by the Board of Directors or the President. In the absence or disability of the President, the Vice-President shall perform the duties and exercise the powers of the President.
Section 4. Treasurer. The Treasurer shall be a member of the Board of Directors. The Treasurer shall supervise the receipt and custody of the Corporation’s funds; cause to be kept correct and complete books and records of account, including full and accurate accounts of receipts and disbursements in books belonging to the Corporation; assume responsibility for all of the Corporation’s funds and securities; prepare, distribute and retain or cause to be prepared, distributed and retained all reports, records and returns required by law regarding the Corporation’s financial status; and have such other powers and perform such other duties as may be assigned by the Board of Directors or the President.
Section 5. Secretary. The Secretary shall be a member of the Board of Directors. The Secretary shall send notice of all meetings of the Board of Directors; shall keep the minutes of all such meetings, shall have charge of the Corporation’s seal; shall authenticate the Corporation’s records; shall perform, in general, all the duties incident to the office; and have such other powers and perform such other duties as may be assigned by the Board of Directors or the President.
Section 6. Agents and Attorneys. The Board of Directors may appoint such other agents and attorneys, with such powers and to perform such acts and duties on behalf of the Corporation, as the Board of Directors may determine.
ARTICLE VIII
Finance
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January in each year.
ARTICLE IX
Amendments
These Bylaws may be altered, amended or repealed at any meeting of the Board of Directors called for such purpose or purposes by the affirmative vote of a majority of the Board of Directors; provided, however, that to the extent that any provision of these Bylaws is inconsistent with the Certificate of Incorporation, the provisions of the Certificate of Incorporation shall prevail.
ARTICLE X
Indemnification
The Corporation shall indemnify, and advance expenses to, its directors, officers, employees, and agents to the maximum extent permitted by the Connecticut Revised Nonstock Corporation Act, as amended. Notwithstanding the foregoing, if at any time the Corporation is a private foundation, the Corporation shall not indemnify such individuals, procure such insurance or share such premium cost to the extent so doing would constitute an act of self-dealing as defined in Section 4941(d) of the Code.
ARTICLE XI
Conflicts of Interest
Section 1. Compliance. No director or officer may engage in any excess benefit transaction as defined in Section 4958 of the Internal Revenue Code of 1986, as amended. The Board of Directors shall comply with the provisions of Sections 1127 ‑ 1130 of the Connecticut General Statutes, as amended, regarding “conflicting interest” transactions. The Board of Directors may adopt appropriate policies and procedures to implement this Section, and such policies and procedures may only be amended by the same vote required to amend these Bylaws.
Section 2. Disclosure. Any director for whom there may exist a conflict of interest shall disclose such possible conflict of interest to the Board
Section 3. Recusal. No director shall discuss or vote on any matter which would involve a conflict of interest. Any director for whom there may exist a conflict of interest shall refrain from discussion or vote on any such matter, and shall not be physically present in the room at the time any vote is taken thereon.
Section 4. “Conflict of Interest.” The term “conflict of interest” includes, without limitation, the reasonable possibility that the matter involves an arrangement to provide compensation or any financial or tangible benefit or payment, directly or indirectly, to a director or any other “disqualified person” (including a person or entity related to or controlled by the director, or otherwise as defined in section 4958 of the Internal Revenue Code and/or the Connecticut General Statutes). In the event that there is a question whether a conflict exists, the issue shall be determined by majority vote of the directors other than the affected director (which shall consist of at least two directors) present and voting. A matter does not involve a “conflict of interest” merely because a director of the corporation serves on the board of another non-profit organization that will be giving a grant to, or receiving a grant from, the Corporation.
ARTICLE XII
Dissolution
Upon dissolution or winding up of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation, shall be distributed by the Board of Directors to Nur Students of America, an Islamic organization which is organized and operated for charitable purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, as amended. If distribution to Nur Students of America is not possible, then such assets remaining shall be distributed to the North American Islamic Trust, an Islamic organization which is organized and operated for charitable purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, as amended. If distribution to North American Islamic Trust is not possible, then such assets remaining shall be distributed to either one or more Islamic organizations operated for charitable and Islamic religious purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, as amended.