ARTICLE IX: Miscellaneous
9.01: Fiscal Year
The fiscal year of ADAMS shall be the calendar year.
9.02: Corporate Seal
The corporate seal of ADAMS shall be circular in form, shall have the name of ADAMS
inscribed thereon and shall contain the words "Corporate Seal" and "Commonwealth
of Virginia" and the year the Corporation was formed in the center, or shall be
in such form as may be approved from time to time by the Board of Trustees. The
Secretary of ADAMS shall be custodian of the Corporate seal.
9.03: Checks, Notes and Contracts
The Board of Trustees shall authorize, from time to time appropriate Trustees and/or
Officers to sign checks, drafts, or other orders for payment of money; to sign acceptances,
notes, or other evidences of indebtedness; to enter into contracts; or to execute
and deliver other documents and instruments. The Treasurer, President , or the Chairperson
of the Board can authorize a check for a maximum amount of two thousand dollars
($2000) and any two (2) of them together can authorize a check for a maximum amount
of five thousand dollars ($5000). However, no more than five checks over two thousand
dollars ($2000) can be issued in a three-month period without prior approval of
the Board. All checks above five thousand dollars ($5000) shall be pre-authorized
by the Board of Trustees. The Treasurer shall submit a written statement to the
Board on a quarterly basis listing all checks issued during the quarter.
9.04: Books and Records
All the books and records of ADAMS shall be kept at its principal offices in the
Commonwealth of Virginia or at any other place in the Commonwealth of Virginia designated
by the Board, including: (1) correct and complete books and records of financial
accounts, (2) minutes of the proceedings of the meetings of the Board of Trustees,
Executive Committee and any other committees established or appointed by ADAMS,
and (3) an updated record of the names and addresses of the voting and non-voting
members. All books and records of ADAMS may be inspected by any member having voting
rights, or his agent or attorney, for any proper purpose at any reasonable time
with a proper written notice.
9.05: Indemnification and Insurance
Unless otherwise prohibited by law, ADAMS shall indemnify any trustee, arbitrator,
or officer, any former trustee, officer, or any person who may have served at its
request as a trustee or officer of another corporation, whether for profit or not
for profit, and may, by resolution of the Board of Trustees, indemnify any employee
or former employee against any and all expenses and liabilities actually and necessarily
incurred by him/her or imposed on him/her in connection with any claim, action,
suit, or proceeding (whether actual or threatened, civil, criminal, administrative,
or investigative, including appeals) to which he/she may be or is made a party by
reason of being or having been such trustee, arbitrator, officer, or employee; subject
to the limitation, however, that there shall be no indemnification in relation to
matters as to which he/she shall be adjudged in such claim, action, suit, or proceeding
to be guilty of a criminal offense or liable to the Corporation for damages arising
out of his own gross negligence or misconduct in the performance of a duty to ADAMS.
Amounts paid in indemnification of expenses and liabilities may include, but shall
not be limited to, counsel fees and other fees; costs and disbursements; and judgments,
fines, and penalties against, and amounts paid in settlement by, such trustee, arbitrator,
director, officer, or employee. ADAMS may advance expenses to, or where appropriate
may itself, at its expense, undertake the defense of, any trustee, arbitrator, officer,
or employee; provided, however, that such trustee, arbitrator, officer, or employee
shall undertake to repay or to reimburse such expense if it should be ultimately
determined that he is not entitled to indemnification under this Article.
The provisions of this Article shall be applicable to claims, actions, suits, or
proceedings made or commenced after the adoption hereof, whether arising from acts
or omissions to act occurring before or after adoption hereof.
The indemnification provided by this Article shall not be deemed exclusive of any
other rights to which such trustee, arbitrator, officer, or employee may be entitled
under any statute, Bylaw, agreement, vote of the Board of Trustees, decision of
the Panel or otherwise and shall not restrict the power of ADAMS to make any indemnification
permitted by law.
The Board of Trustees may authorize the purchase of insurance on behalf of any trustee,
arbitrator, officer, employee, or other agent against any liability asserted against
or incurred by him/her which arises out of such person's status as a trustee, officer,
employee, or agent or out of acts taken in such capacity, whether or not ADAMS would
have the power to indemnify the person against that liability under law.
In no case, however, shall ADAMS indemnify, reimburse, or insure any person for
any taxes imposed on such individual under chapter 42 of the Internal Revenue Code
of 1986, as now in effect or as may hereafter be amended ("the Code"). Further,
if at any time ADAMS is deemed to be a private foundation within the meaning of
§509 of the Code then, during such time, no payment shall be made under this Article
if such payment would constitute an act of self-dealing or a taxable expenditure,
as defined in §491(d) or §4945(d), respectively, of the Code.
9.06: Loans to Trustees and Officers
No loans shall be made by ADAMS to its Trustees or Officers.
Section 9.07 Gender Equity
As a matter of standing policy, ADAMS shall provide for the full and unrestricted
participation of all members of the ADAMS community, men and women, in all of ADAMS
’ activities and services, being inclusive and tolerant of various legitimate
interpretations of the Islamic fiqh and points of view.
9.08: Coordination Between the Board of Trustees, Officers and Executive Committee
The Trustees and Officers will make every effort to perform their respective duties
and use their respective powers in complete harmony with each other. There shall
be at least two joint meetings of the Board of Trustees and the full Executive Committee
in a year, to be held at the request of either body, within fifteen days of such
request or mutually agreed upon schedule.
9.09: Use of Terms
As used herein, words in any gender shall be deemed to include the other genders
and the singular shall be deemed to include the plural, and vice versa.
9.10: Sever ability
If any provision of these Bylaws shall be held invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions of these Bylaws
shall not be impaired thereby, nor shall the validity, legality or enforceability
of any such defective provision be in any way affected or impaired.
9.11: Amendment of Bylaws
These Bylaws may be amended, from time to time and in as many respects as may be
permitted by law, by two-third (2/3) of the maximum number of the Board of Trustees
constituting the Board under Section 4.03 of these Bylaws
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