ALL DULLES AREA MUSLIM SOCIETY (ADAMS)

ARTICLE I: PRINCIPAL OFFICE AND REGISTERED AGENT

Section 1.01 Name and Principal Offices

The name of the corporation shall be All Dulles Area Muslim Society (hereinafter referred to as "ADAMS"), a non-profit corporation incorporated under the laws of the Commonwealth of Virginia, and its principal offices shall be in the Commonwealth of Virginia.

Section 1.02 Other Offices

ADAMS may have such other office or offices, at such suitable place or places within the Commonwealth of Virginia as may be designated from time to time by the Board of Trustees of ADAMS.

Section 1.03 Registered Agent

ADAMS shall have and continuously maintain a registered office in the Commonwealth of Virginia (which may be identical with the principal offices) and the Board of Trustees of ADAMS shall appoint and continuously maintain in service a registered agent in the Commonwealth of Virginia, who shall be an individual resident of the Commonwealth of Virginia or a corporation registered in Virginia, whether for profit or not for profit.

ARTICLE II: PURPOSES

The purposes for which ADAMS is formed are to arrange and hold congregational prayers; undertake and engage in religious, charitable, educational and cultural activities; promote friendly relations between Muslims and non-Muslims and to foster a Muslim community based on Islamic principles of brotherhood, equality, mutual help and Islamic teachings of peace, love and justice. ADAMS shall be empowered to cooperate with other Islamic organizations in achieving these goals and engage in such other activities as may be desirable or required to fulfill the purposes and objectives of ADAMS.

The foregoing enumeration of the purposes of ADAMS is made in furtherance, and not in limitation, of the powers conferred upon ADAMS by law and is not intended, by the mention of any particular purpose, in any manner to limit or restrict any of the powers of ADAMS, other than as provided below. ADAMS is formed upon the articles, conditions and provisions relative to non-stock corporations which are contained in the general laws of the Commonwealth of Virginia. ADAMS is organized and shall be operated exclusively for religious, educational and charitable purposes within the meaning of sections 170(c)(2)(B), 501(c)(3), 2055(A)(2), 2106 or 2522(a)(2) of the Internal Revenue Code. No part of the net earnings or assets of ADAMS shall inure to the benefit of, or be distributable to the members, Trustees, Officers, other private individuals, or organizations organized and operating for profit (except that ADAMS shall be authorized and empowered to pay reasonable compensation for or make payments and distributions in furtherance of the purposes as hereinabove stated).

No substantial part of the activities of ADAMS shall be the carrying on of propaganda or otherwise attempting to influence legislation, and ADAMS shall be empowered to make the election authorized under Section 501(h) of the Internal Revenue Code. ADAMS shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provisions herein, ADAMS shall not carry on any activities not permitted to be carried on:

(a) By an organization exempt from federal income tax under Section 501(a) of the Internal Revenue Code as an organization described in Section 501(c) of Such Code, and/or

(b) By an organization, contributions to which are deductible under Sections 170(c)(2),2055(A)(2),2106 or 2522(a)(2) of the Internal Revenue Code.

ARTICLE III: GENERAL ASSEMBLY

Section 3.01 Membership

The membership of ADAMS shall consist of "Regular Members", "Life Members", "Associate Members" and "Honorary Members". The General Assembly shall consist of "Regular Members" and "Life Members" only, who shall be eligible to vote for and hold any office(s) of ADAMS.

Section 3.02 Regular Members

A Regular Member shall be a Muslim of at least eighteen (18) years of age, who files an application with the required dues, as may from time to time be set by the Board of Trustees, and agrees to abide by the Articles of Incorporation and Bylaws of ADAMS. All applications are subject to the approval of the Board of Trustees. Each member shall be entitled to one vote in all matters coming before General Assembly meetings.

Section 3.03 Life Members

A Life Member shall be a Muslim having qualifications under Section 3.02 above, who files an application with the required life-time dues, as may from time to time be set by the Board of Trustees, subject to the approval of application by the Board of Trustees. Regular and Life Members shall be hereinafter referred to as Members. Regular Members and Life Members shall have the right to vote in ADAMS elections and shall elect Trustees and Officers of ADAMS. Associate Members and Honorary Members may attend all meetings of the General Assembly, the Board and the Executive Committee as observers.

Section 3.04 Associate Members

An Associate Member shall be a non-Muslim interested in learning about Islam and Islamic activities in America. An Associate Member shall neither be eligible to vote in the election nor hold any office of ADAMS. Only the Board of Trustees can confer Associate membership.

Section 3.05 Honorary Members

Any person who is deemed to have rendered distinguished service to the Muslim community in general and service to ADAMS in particular. Honorary Membership shall be an honor bestowed by the General Assembly of members at the recommendation of the Board of Trustees and shall not be by application.

Section 3.06 Membership dues and Fees

The membership dues of ADAMS may be revised by the Board from time to time. Dues for family membership shall be less than double those for a single membership. A family membership shall be defined here as husband and wife. An individual member shall have one vote; family members shall have a maximum of two votes. Children above the age of eighteen and living with the family can become individual voting members by paying dues at half the rate set for individual members. The Board may also authorize the remaining adults living with the family to become regular voting members by paying dues at a rate substantially lower than those for single members.

The annual dues shall become payable on the first day of each calendar year. At the time of first application, dues shall be reduced by fifty percent for membership applications submitted during the months of November and December. A payment for the appropriate amount must accompany the application. Honorary members shall not be required to pay any dues. Additional charges and fees may be assessed by the Board, subject to approval of the General Assembly, for specific purposes, such as a building or maintenance fund. The Board may prescribe charges or fees for special events and activities as it sees fit.

Section 3.07 Annual General Assembly Meeting

The Annual General Assembly Meeting of the members shall be held once each year in the month of May between two to four weeks before the election. The purpose of the meeting shall be the introduction of candidates during the forthcoming election, for the transaction of other business as needed and for such other business as may come before the meeting. The Board of Trustees may postpone the Annual Meeting and the elections for a maximum period of thirty days due to extenuating circumstances. There shall be an overlap period of at least four weeks between the outgoing Officers and Trustees and the newly elected Officers and Trustees. During this overlap period, the new and the outgoing officers and trustees shall jointly meet to go over any future planning or any outstanding business. The newly elected Officers and Trustees shall have no voting privileges during such meetings.

Section 3.08 Special Meetings

Special meetings of the members may be called either by the Board of Trustees, or the Executive Committee. A special meeting may also be called by at least fifteen percent (15%) of the voting members of the full General Assembly through a petition to be filed with the Board of Trustees.

Section 3.09 Place of Meeting

The Board of Trustees may from time to time designate any place, within the general Dulles Area of Northern Virginia, as the place of meeting for any annual meeting or for any special meeting of the Members.

Section 3.10 Notice of Annual and Special Meetings

Written or printed notice stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than fifteen (15) nor more than thirty (30) days before the date of the meeting, either personally or by mail. The Board of Trustees or Executive Committee, may designate any person(s) to call and inform each Member, who is entitled to vote, for such meeting.

If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage prepaid, addressed to the member at his address as it appears on the records of ADAMS. Each Member shall be responsible for informing ADAMS promptly of any change of his/her address.

Section 3.11 Waiver of Notice

Whenever any notice is required to be given to any Member under any provision of law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the Member entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. The presence of any Member at a meeting, in person without objection to the lack of notice of such meeting, shall also waive the requirement of notice by such Member.

Section 3.12 Quorum

At the annual or special meeting of ADAMS General Assembly, Members having at least one tenth (10%) of the votes entitled to be cast, represented in person or by proxy shall constitute a quorum.

If a meeting cannot be organized due to the lack of a quorum, those members present may adjourn the meeting once. If the quorum is not present in the second consecutive meeting, presence of at least forty members shall constitute a quorum for that meeting at which time any business may be transacted that may have been transacted at the meeting as originally called. However, any meeting called for the purpose of seeking amendments to the Bylaws shall require a regular quorum present (10% percent of the votes entitled to be cast).

To be represented by proxy, a Member must have submitted by fax, postal mail or hand-delivery, before the quorum is called, a signed proxy form issued by the Board of Trustees. A member may not represent more than three other members by proxy.

Section 3.13 Vote

Each Member, who has been in good standing for immediately preceding sixty (60) days, shall have one vote. Whenever any action is to be taken by vote of the Members, except as otherwise required by law or by the Articles of Incorporation, it shall prevail by a majority of the votes.

Section 3.14 Appeal

Any Member whose membership was revoked may arbitrate the matter, in accordance with the provisions of Article VIII of these Bylaws.

ARTICLE IV: 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 of Trustees and the Board may authorize payment by ADAMS of the out of pocket expenses of Trustees for their services to ADAMS.

ARTICLE V: OFFICERS

Section 5.01 Officers

The General Assembly shall elect, in even year elections, four Officers: President, Vice-President, Secretary and Treasurer (hereinafter referred to as "Officers"). Officers shall also be members of the Board by virtue of their office and may be designated by such other titles as may be provided in the Articles of Incorporation or these Bylaws.

Section 5.02 Election and Term of Officers

Officers of ADAMS shall be installed after their election and shall hold their respective offices for a two-year term until their successors shall be elected and shall have qualified. No officer of ADAMS shall serve for more than three consecutive terms in the same office. However, officers may serve another office consecutively.

Section 5.03 Qualifications

To be eligible for election as Officers, a person must fulfill qualifications required for Regular Trustees in Section 4.05 of these Bylaws.

Section 5.04 Resignation

Any Officer may resign at any time by giving written notice to the President of ADAMS. If the resignation be by the President, it shall be submitted to the Chairperson of the Board or in his/her absence to any member of the Board. If the President, Vice President, Secretary and the Treasurer resign simultaneously or otherwise all these offices become vacant, a resignation may be submitted to the Chairperson of the Board or in his/her absence to any member of the Board of Trustees. Such resignation shall take effect at the time specified therein, or, if the time is not specified, then at the time of acceptance thereof as determined by the President, the Chairperson, or the Board of Trustees, as the case may be.

Section 5.05 Removal of Officers

Any Officer 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 5.03 above. Such removal may occur only if the Officer 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 Officer. The Officer 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.

Any officer who has been removed may arbitrate the matter in accordance with Article VIII of these Bylaws.

Section 5.06 Vacancies

In case of resignation or for any other reason including ineligibility or removal, an Officer is unable to complete his or her term, the Board of Trustees shall elect a successor from Members in good standing, who meet qualifications stated in Section 5.03 of these Bylaws, to complete the unexpired term, within thirty days after the office becomes vacant. The successor shall serve the remaining term thereof.

Section 5.07 Powers and Responsibilities of Officers

All Officers shall have the powers and authority expressly assigned to them by the Regular Trustees or by the Bylaws. Any power not expressly conferred to the Officers by these Bylaws or a duly adopted resolution of the Board shall belong to the Board of Trustees. The responsibilities and duties of the Officers include the following:

a. Submit to the Board of Trustees for their review and approval, within two months after the election, a work plan, in accordance with the guidelines laid down by Trustees, for implementation during the course of two years term and to furnish the progress report of Committees for review and approval of the Board of Trustees.

b. Plan and implement activities consistent with the objectives and policies of ADAMS.

c. Maintain and operate the ADAMS Center and other facilities, if any, and establish the rules and regulations for their use. The management of the property and day to day affairs of ADAMS as may be provided in these Bylaws or by resolution of the Board of Trustees and, to the extent not so provided, as generally pertain to their respective offices. All rules and regulations of ADAMS shall be approved by the Board of Trustees.

d. Prepare the annual budget for review and approval of Board of Trustees.

e. Process the membership applications, resignations, suspensions or revocation of memberships or offices for action by the Board of Trustees.

f. Perform any other functions that are needed for proper management of ADAMS and its assets.

Section 5.08 President

The President shall be the Chief Executive Officer of ADAMS, serve as the Chairperson of the Executive Committee and shall preside at all meetings of the Executive Committee, shall perform all duties customary to that office and shall supervise and control day to day affairs of ADAMS, in accordance with policies and directives of the Board of Trustees. The annual budget and working plan for day to day operation as well as long term plan shall be prepared under the direction of the President within two months after taking over the office and shall be submitted to the Board of Trustees for their approval. Notwithstanding the foregoing, the President of ADAMS shall have the following specific powers and duties:

1. He/she shall be a member of the Board of Trustees and the Chairperson of the Executive Committee.

2. He/she shall review the agenda (prepared by the Secretary) for the meetings of the Executive Committee.

3. He/she shall appoint such standing or special committees, or subcommittees, as may be required by these bylaws or as may be necessary, and shall be an observing member without vote, as the appointment shall state, of all such committees of ADAMS. All such committees shall be approved by the Board.

4. The President of ADAMS shall also perform such other duties as the Board of Trustees may designate from time to time.

Section 5.09 Vice-President

The Vice President of ADAMS shall have powers and duties as the Board of Trustees of ADAMS shall determine, including serving as acting president in the absence of the President or during such time as the President of ADAMS is unable to carry out the duties of that office. He/she shall also be a member of the Board of Trustees and of the Executive Committee. The Vice-President shall exercise such other powers and perform such other duties as the Board of Trustees or the President may assign from time to time.

Section 5.10 Secretary

The Secretary of ADAMS shall have all powers and perform all duties commonly included in the office of secretary, including the following duties and responsibilities:

1. He/she shall be member of the Board of Trustees and the Executive Committee.

2. He/she shall attend all meetings of the Board of Trustees and the Executive Committee, and prepare and distribute minutes of all such meetings to the Board of Trustees as well as the Executive Committee.

3. He/she shall ensure that all notices are given in accordance with these Bylaws.

4. He/she shall prepare agenda for the meetings of the Board of trustees, and the Executive Committee.

5. He/she shall process the applications of new members, the resignations, and the suspensions or revocation of memberships, for the approval of the Board. He/she shall also maintain a current list of members of ADAMS.

6. He/she shall help in preparing the semiannual reports describing the achievements, present status, future plans, proposed budget and other matters of interests.

7. He/she shall perform such other duties as the Board of Trustees, the Chairperson of ADAMS or the President of ADAMS may, from time to time, prescribe.

The Secretary shall be the custodian of ADAMS' meeting records and the seal and shall have the authority to affix the seal of ADAMS, if required, to attest the instrument by affixing his/her signature. The Board may authorize any other Officer to perform such tasks.

Section 5.11 Treasurer

The Treasurer of ADAMS shall have all powers and perform all duties commonly incident to and vested in the office of the treasurer of a corporation, including the following duties and responsibilities:

1. He/she shall be a member of the Board of Trustees and the Executive Committee.

2. He/she shall be responsible for developing and reviewing the fiscal policies of ADAMS for the approval of the Board.

3. He/she shall keep the complete and accurate accounts of receipts and disbursements of all amounts. He/she shall deposit all monies and other valuable property of ADAMS in ADAMS' name to the credit of ADAMS in such banks or depositories as the Board may designate.

4. Besides maintaining the monthly accounts and semiannual reports, whenever required by the Board, the treasurer shall prepare a financial report which shall include the balance sheet, detail statements of income and expenses for the auditors. The treasurer shall also be able to exhibit the books and accounts to any officer, trustee or the members of ADAMS at any reasonable time.

5. He/she shall render a report of the finances of ADAMS at the General Assembly meeting or whenever requested by the President or the Board showing all receipts and expenditures for the current year.

6. He/she shall provide assistance for filing all tax returns.

7. He/she shall also furnish, if required by the Board, fidelity bonds or security for the faithful performance of the duties of all Officers or the Board of Trustees, at ADAMS' cost and expense.

8. He shall also perform such other duties as the President or the Board may, from to time, designate.

Section 5.12 Representation of ADAMS

For the purpose of representing the Corporation (ADAMS), the following shall be regarded as Officers of the Corporation:

1. Chairperson of the Board of Trustees, who shall be the Chairperson of the Corporation; and

2. President, Vice President, Secretary, and Treasurer, who shall be the President, Secretary and Treasurer of the Corporation, respectively.

ARTICLE VI: COMMITTEES

Section 6.01 Executive Committee

The four Officers, within a month of their election, shall nominate coordinators for the approval of the Board, who shall chair a number of standing committees. These chairpersons together with the four Officers shall constitute the Executive Committee, except that only Officers shall have voting rights. The Board can increase or decrease the number of committees. These committee chairpersons shall nominate, within four weeks of their nomination, members of their respective committees in consultation with the Officers for approval of the Board.

Any active member, including a Trustee, may be a member or a Chairperson of the above committees.

Section 6.02 Duties and Responsibilities of Executive Committee

The Executive Committee shall have the responsibilities and duties needed for proper functioning of ADAMS, within the powers expressly granted by the Board of Trustees. The duties and responsibilities of Executive Committee shall include the following:

1. Develop a plan of work for their respective Committees in accordance with the guidelines laid down by the Board of Trustees.

2. Submit the plan of work to the Board for its approval within forty five (45) days of the complete formation of the Executive Committee.

3. Implement the approved plan of work and furnish the quarterly progress report to the Board of Trustees.

4. Plan and implement other activities consistent with the objectives of ADAMS, and prepare the status reports for the Board of Trustees.

Section 6.03 Meetings

The Executive Committee will meet on at least a bi-monthly basis at a scheduled time, date and place, to evaluate the progress of different committees, resolve the problems, if any, and transact the business of ADAMS. A simple majority of the members shall determine the quorum for such meetings.

Section 6.04 Notice

The schedule for meetings of the Executive Committee shall be prepared in advance and each member of the committee shall be notified at least seven (7) days before a meeting. It shall also be posted on the Bulletin Board of ADAMS Center for public viewing. Members of ADAMS are encouraged to participate as observers in all such meetings.

Section 6.05 Election Committee

Every year during the month of November, the Board shall appoint from the pool of regular voting Members, a three-member Election Committee. The three members will elect, within fifteen days of their nomination, one of them as a chairperson of the Election Committee. The chairperson and the members of the Election Committee shall neither be candidates in the upcoming election of the Board of Trustees, the Officers, or members of the Arbitration Panel nor be paid agents or employees of ADAMS.

Section 6.06 Responsibilities and Duties of Election Committee

The Election Committee shall follow the election procedures set by the Board. These procedures shall be made available by the Board to the Members before the solicitation of nominations for elections. The Election Committee shall scrutinize the validity of the nominations in accordance with Sections 4.05 and 5.03 of these bylaws, prepare the listing of the eligible candidates and the ballot papers to be mailed to each voting member, conduct the election, tabulate the results and submit the report to the Board of Trustees for announcement to the General Assembly.

Section 6.07 Finance Review Committee and Auditors

Each year within thirty (30) days of the election, the Board shall appoint a Finance Review Committee from the Regular Board members (Non-Officers). The Committee shall review the quarterly finance reports presented to the Board and submit the results of its reviews to the Board.

Each year The Board of Trustees shall also appoint a licensed accounting firm to audit the accounts of ADAMS. The Board shall present the audited financial statement to the General Assembly at the Annual meeting.

Section 6.08 Bulletin Board

The Board of Trustees shall post on ADAMS bulletin board one detailed copy of the audited financial statement at least twenty four (24) hours before the General Assembly meeting.

Section 6.09 Appointments by ADAMS

The Chairperson of the Board and/or the President of ADAMS, with the approval of the Board of Trustees, may appoint any individuals or committees, in addition to those specified in Section 6.01, to facilitate the work of the Board and/or the Executive Committee of ADAMS.

The Trustees and the Executive Committee may jointly invite certain members to serve on an Advisory Council, with a view to seeking advice and counsel from time to time. Such members shall be or shall have been involved in ADAMS work but shall not currently be members of either body or any of its committees and shall serve at the pleasure of the Board.

Section 6.10 Resignation

Any Member of a committee nominated by the President or the Executive Committee may resign at any time by giving written notice to the President of ADAMS. Such resignation shall take effect at the time specified therein, or, if time is not specified, then at the time of acceptance thereof as determined by the President or the Executive Committee. Similarly any member of a committee nominated by the Chairperson of the Board or the Board of Trustees may resign at any time by giving written notice to Chairperson of the Board or the Board.

Section 6.11 Removal

Any Coordinator or a Committee Member may be removed by the Executive Committee/Board at any regular or special meeting of the Executive Committee/Board, for (1) engaging in conduct prejudicial to the best interests of ADAMS, (2) failing to attend three meetings of Executive Committee or their respective committee without justifiable reasons, during a one-year period, (3) becomes disqualified under Section 4.05 above or (4) failing to perform repeatedly their responsibilities on timely and satisfactory manner.

Section 6.12 Vacancies

In case of a vacancy created as a result of resignation or for any other reason including ineligibility or removal, the Officers/Board shall elect, within thirty days after it becomes vacant, a successor to complete the unexpired term.

ARTICLE VII: AGENTS AND EMPLOYEES

Section 7.01 Agents and Employees

The Executive Committee may nominate agents and employees who shall have such authority and perform such duties as may be prescribed by the Board. The Board of Trustees shall approve all nominations. The agents or paid employees are required to abide by the policy and guidelines set up by the Board and follow the instructions of the Executive Committee for day to day operations. In no circumstances any agent or paid employees can assume or exercise the power and authority vested in the Board of Trustees or Executive Committee. The Board may remove any agent or employee at any time with or without any cause. Removal without cause shall be without prejudice to such person's contract rights, if any, and the appointment of such person shall not itself create contract rights. No agent or employee of ADAMS shall hold any elected office of ADAMS or serve on the Election Committee, on the Finance Review Committee, or on the Arbitration Panel.

Section 7.02 Compensation of Agents and Employees

ADAMS may pay compensation in reasonable amounts to the agents and employees for services rendered, in the amounts to be fixed by the Board or, if the Board delegates power to any officer or officers, by such officer or officers. The Board may require agents or employees to provide security bonds for the faithful performance of their duties.

ARTICLE VIII: ARBITRATION

Section 8.01 Arbitration Panel of ADAMS

There shall be an Arbitration Panel of ADAMS (hereinafter referred to as "Panel"), composed of seven members.

Section 8.02 Appointment

The members of the Arbitration Panel shall be nominated by the Board and elected by the General Assembly. The Board of Trustees shall take into consideration the knowledge, integrity, character and maturity of the nominees to serve as arbitrators. Members of the Panel shall not concurrently occupy any other elected or non-elected office of ADAMS.

Section 8.03 Term

Each arbitrator shall be elected for a term of five (5) years. Any vacancies arising in the Panel shall be filled by the majority of the remaining members of the Panel for the unexpired term thereof.

Section 8.04 Chairperson

The members of the Panel shall select a Chairperson within thirty days of the election from among themselves every year. The Panel shall develop rules and regulations for their operations.

Section 8.05 Matters to be Submitted to Arbitration

Any claim, demands, disputes, controversies, and differences arising out of or related to ADAMS between any member (in any category), officer, employee, trustee, or member of a committee of ADAMS, among themselves or between any of them and ADAMS, shall be exclusively settled by arbitration as set forth in this Article pursuant to Â§Â§ 8.01-577 et seq . of the Code of Virginia.

Section 8.06 Procedures

Any controversy or issue shall be determined by arbitration in the following manner:

a. Either party may, by written notice to the Chairperson of the Panel, within 45 days after a controversy has arisen that is subject to arbitration, request the appointment of an arbitrator.

b. The Chairperson shall, within 30 days after receipt of said request, inform, in writing, the parties to the dispute, of the pending request and ask for their selection of one member from at least three possible arbitrators from among the members of the Panel.

c. If all parties agree on one arbitrator, within fifteen (15) days of the request of the Chairperson referred to in Section 8.06 (b) above, then the Chairperson shall appoint him/her as arbitrator for the controversy.

d. If parties cannot agree on a single arbitrator, then each side to the dispute shall select one arbitrator from among the members of the Panel referred to in Section 8.02 above, within twenty one (21) days of the request of the Chairperson, and the such two arbitrators shall, thereafter, agree on a third arbitrator and shall appoint him or her by written notice, within thirty (30) days, signed by both of them and a copy mailed to each party to the dispute.

e. If both arbitrators fail to appoint the third arbitrator, the Chairperson of the Panel shall appoint the third arbitrator within ten days after the expiration of thirty days notice as provided in Section 8.06(d) above.

f. On appointment of three arbitrators as provided for above, such arbitrators shall hold an arbitration hearing at the ADAMS Center, or any other location agreed by all parties, within thirty (30) days after such appointments. At the hearing, the single arbitrator or the three arbitrators, as the case may be, shall allow each party to present that party's case, evidence and witnesses, if any, in the presence of the other party and shall render their decision, within fifteen days of the conclusion of the hearing, as the arbitrator(s) deem just.

g. The decision of the arbitrator, if single, or the majority of the arbitrators, if more, shall be binding on the parties to these Bylaws, and judgment may be entered on such decision in any court having jurisdiction.

h. With respect to any dispute or controversy that is made subject to arbitration under the terms of this Article, no suit at law or in equity based on such dispute or controversy shall be instituted by either party, except to enforce the decision of the arbitrators or on the ground only of malicious, willful and flagrant violation of law and intentional miscarriage of justice by the arbitrator(s).

I. No party to the arbitration shall have a right to sue an arbitrator if it is not satisfied with the decision or the manner in which the arbitration was conducted.

j. All parties to the arbitration shall take part in the arbitration proceedings in good faith and shall abide by the decision of the arbitrator's) in the conduct of the arbitration as well as the final decision.

ARTICLE IX: MISCELLANEOUS

Section 9.01 Fiscal Year

The fiscal year of ADAMS shall be the calendar year.

Section 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.

Section 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.

Section 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.

Section 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 Â§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 Â§491(d) or Â§4945(d), respectively, of the Code.

Section 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 â€™ activities and services, being inclusive and tolerant of various legitimate interpretations of the Islamic fiqh and points of view.

Section 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.

Section 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.

Section 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.

Section 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