Board of Trustees
Section 4.01 Power of Board of Trustees
The duties and powers of the Board of Trustees of ADAMS (hereinafter referred to
as "Board") shall be the following:
a. To manage, supervise and control the business, property and affairs of ADAMS.
The Board shall make sure that the title to ADAMS' real estate and other assets
shall be kept in ADAMS' name;
b. To approve or disapprove any financial transactions relating to ADAMS' real estate
and other assets. No sale, assignment, transfer, or any other action involving the
disposition of ADAMS' real estate can be authorized without the written consent
of eighty percent of the existing number of Trustees (rounded to the next higher
number).
c. To determine the policies of ADAMS and execute its purposes, to appoint and remunerate
agents and employees (including the power to delegate some of this authority to
others).
d. To review, amend or approve the annual budget proposed by the ADAMS Executive
Committee.
e. To approve the financial transactions and disbursement of ADAMS funds (including
borrowing, lending and investing for and in behalf of ADAMS).
f. To adopt rules and regulations for the conduct of its business, and to delegate
the responsibility and authority as shall be deemed advisable, insofar as such delegation
of authority is not inconsistent with or repugnant to the Articles of Incorporation
or bylaws of ADAMS (in their present form or as they may be amended) or to any applicable
law.
g. To provide guidance for the execution and development of long-range plans for
ADAMS.
h. To adopt rules for ADAMS Center conforming with Islamic principles.
Section 4.02 Chairperson of the Board of Trustees
The Board shall meet within fifteen days after the election to elect a Chairperson
of the Board from among the Regular Trustees as defined in Section 4.03 of these
bylaws. The Chairperson shall hold office for one year but shall be eligible for
reelection to consecutive terms, provided he/she is a Trustee at the time of such
reelection. In the absence of the Chairperson, Board shall elect a chairperson for
that meeting.
Section 4.03 Number of Trustees
The total number of Trustees of ADAMS (the Board) shall be thirteen (13); nine Regular
Trustees and four Officers Trustees of ADAMS, namely the President, the Vice-President,
the Secretary and the Treasurer who shall be members of the Board of Trustees by
virtue of their office. The number of Trustees may be increased or decreased from
time to time by amendment to the Bylaws within limits prescribed by the Articles
of incorporation. No decrease in the number of trustees shall have the effect of
shortening the term of any incumbent Trustee. The number of trustees shall never
be less than nine.
Section 4.04 Election and Term of Trustees
The total number of Regular Trustees shall be nine divided into two groups. Group
one shall have four (4) members and group two shall have five (5) members. The Officers
of ADAMS shall be elected in even years and the Regular Trustees whose term is expiring
shall be elected in odd years. To bring the number of Regular Trustees up to nine
(9) from the current seven (7) five (5) Regular Trustees will be elected instead
of three in the year 2003.
Section 4.05 Qualifications
To be eligible for election as a Trustee, a person must (1) have been an active
member in good standing for the past thirty six (36) months;(2) have successfully
performed documented voluntary service to ADAMS for a minimum of one (1) year, (3)
be at least 25 years old, and (4) practice Islamic behavior.
Section 4.06 Vacancies
Any vacancy occurring in the Board of Trustees may be filled from the pool of members
qualified under Section 4.05 of these Bylaws, by the affirmative vote of the majority
of the trustees then in office. The vacancy must be filled within sixty days after
it becomes vacant, through a regular or a special meeting of the Board of Trustees.
A trustee elected to fill a vacancy will serve the unexpired term of his/her predecessor
in office or until his/her successor is elected and shall have qualified.
Section 4.07 Removal of Trustees
Any Trustee may be removed from the office by a two-thirds vote of the members of
the Board at any regular or special meeting of the Board of Trustees at which a
quorum is present, with cause for: (1) violation of these Bylaws, (2) failing to
attend three meetings of the Board in a calendar year without justifiable reason
for which Board is timely informed, (3) performing acts repugnant to the Articles
of Incorporation or Bylaws of ADAMS, or (4) becomes disqualified under Section 4.05
above. Such removal may occur only if the Trustee involved is first provided (1)
with adequate notice of the charges against him or her in the form of a statement
of such charges by the Board of Trustees, sent by certified or registered mail to
the last known address of such Trustee. The Trustee involved shall have the right
to respond to these charges. Each member of the Board shall review any response
independently. The Board then shall act on the basis of reasonable and consistent
criteria, always with the objective of advancing the best interests of ADAMS.
Section 4.08 Resignations
Any Trustee may resign at any time by giving written notice to the Chairperson of
the Board or in his/her absence to any member of the Board. Such resignation shall
take effect at the time specified therein, or, if no time is specified, at the time
of acceptance thereof as determined by the Board. The successor to a resigning Trustee
shall be selected in accordance with Section 4.06. In the event all the members
of the Board resign it shall be the obligation of the Chairperson to hold a general
election within two (2) months of this resignation. However, should the Chairperson
be incapacitated or unable to conduct such elections, the responsibility of holding
such elections shall then be transferred to the Chairperson of the Election Committee.
Section 4.09 Arbitration
Any Trustee who has been removed from the Board of Trustees, may arbitrate the matter
in accordance with Article VIII of these Bylaws.
Section 4.10 Regular Meetings
A regular meeting of the Board of Trustees of ADAMS shall be held every three (3)
months, at such time, day and place as shall be designated by the Board of Trustees,
for the purpose of transacting such business as may come before the meeting. The
Board of Trustees may, by resolution, provide for holding of additional regular
meetings.
Section 4.11 Special Meetings
Special meetings of the Board of Trustees may be called at the direction of the
Chairperson of Board of Trustees or President or by a majority of the voting Trustees
then in office, to be held at such time, day and place as shall be designated in
the notice of the meeting.
Section 4.12 Notice
Notice of the time, day and place of regular meetings of the Board of Trustees shall
be given at least five days, previous thereto by notice sent by mail, messenger,
telex, fax, telegram or telephone to each trustee at his or her address as shown
in the records of ADAMS. Such notice for special meetings shall be given anytime
by telephone or fax to each Trustee. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail in a sealed envelope so addressed,
with postage thereon prepaid. If notice be given by messenger, telex, fax, telegram,
such notice shall be deemed to be delivered when the message, fax, telex, or telegram
is delivered to the messenger service or the telegraph company. The purpose or purposes
for which a special meeting is called shall be stated in the notice thereof. Trustees
may waive notice of any meeting. The attendance of a Trustee at any meeting shall
constitute a waiver of notice of such meeting, except where a Trustee attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Notice of the special meetings
should also be posted on the special Bulletin Board of the ADAMS Center for public
viewing. Any member of ADAMS who wants to attend the regular or special meetings,
may be allowed to participate as an observer. The Board of Trustees may, in its
absolute discretion, hold a close door meeting when the subject matter of the meeting
so requires.
Section 4.13 Quorum
Sixty (60) percent of all members of the Board shall constitute a quorum for the
transaction of business at any meeting of the Board, except that sixty six (66)
percent of all members of the Board shall constitute a quorum for considering amendments
to Bylaws. If less than a quorum of Trustees is present at a meeting, a majority
of the Trustees present may adjourn the meeting without further notice.
Section 4.14 Manner of Acting
The act of a majority of the total members of the Board shall be the act of the
Board of the Trustees. Each Trustee shall have one vote. Meetings may be held by
telephone conference to the extent permitted by law. Voting by proxy shall not be
permitted. In the absence of a quorum, any action taken shall be recommendatory
only, but may become valid if subsequently confirmed by a majority vote, in conformance
with the quorum requirements, of the Board of Trustees. The Board of Trustees may
adopt rules and regulations for the conduct of its business in accordance with these
Bylaws.
Section 4.15 Compensation
Trustees shall not receive compensation for their services as members of the Board
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