ARTICLE 1: NAME OF THE ORGANIZATION

There is hereby established an organization called the Organization for Islamic Learning (the “Organization”).

ARTICLE 2 : MISSION STATEMENT

An organization to promote learning based on Islamic Revelation : the Qur’an and the Sunna of the Prophet Muhammad (S.A.W.) and the Ahlul Bait (A.S.) to cultivate Islamic values.

ARTICLE 3 : AIMS AND OBJECTIVES

1. The Organization shall have the following aims and objects:
1.1 To encourage the practice of Islam according to Shia Ithna-asheri faith in our day to day life:

– in a way that is stimulating and thought provoking;
– in a manner that encourages learning through participation;
– in a format that is conducive to our environment;

1.2 To foster acts of piety and charity;

1.3 To provide educational seminars, workshops and lectures on the subject of Islam;

1.4 To provide youth camps and relegious retreats in order that participants can learn more about Islam;

1.5 To accept donations, gifts, legacies and bequests for use in promoting the objectives and carrying on the activities of the Organization;

1.6 To create, receive, raise and invest funds and to buy, sell, build, own and let properties in furtherance of the aims and objectives;

1.7 To collaborate and cooperate with other registered charities, as appropriate;

1.8 To inform the public at large about the message of Islam;

1.9 To carry out all other activities in furtherance of the above-noted aims and objectives.

2 This Organization is cognizant of the inherent wealth it has in its membership including its youth and female membership and is committed to using this resource in all its activities by giving them full opportunity and encouragement to participate in its activities.

3 The Organization is a charitable nonprofit organization and its activities shall be carried on without purpose of gain for its members. All profits or other accretions of the Organization shall be used in promoting its aims and objectives.

ARTICLE 4: DEFINITIONS

DEFINITIONS

SECTION 1:

In this constitution the following expressions shall have the following meanings:

(a) “Annual General Meeting” means the meeting provided for in Article 10, Section 1.

(b) “Constitution” means this constitution subject to any amendment made in accordance with the provisions herein contained.

(c) “Election Day” means the day in the month appointed by the Management Board every year for the purpose of electing the Directors of the Organization.

(d) “Management Board” means the board comprising of the Directors referred to in Article 11.

(e) “Fiscal Year” means the financial year of the Organization as set out in Article 15.

(f) “General Meeting” means any meeting of the Members of the Organization.

(g) “Member” means an individual who qualifies for Membership in accordance with Article 5 and who has paid his subscription and other dues, if any, in accordance with Article 6.

(h) “Officers” mean the President, Vice-President, Secretary and Treasurer.

(i) “Special General Meeting” means a General Meeting convened pursuant to Article 10, Section 3.

ARTICLE 5: MEMBERSHIP

SECTION 1:

Any person of the full age of eighteen years and over who is in agreement with the aims and objectives of the Organization, shall be eligible to become a member.

SECTION 2:

Application for membership shall be written, on Organization’s forms, personally signed, and submitted by the applicant to the Secretary.

SECTION 3:

All membership applications shall contain a statement that the applicant agrees to abide by the Constitution of the Organization and its Bylaws as may be adopted from time to time.

ARTICLE 6: SUBSCRIPTIONS AND DUES

SECTION 1:

Such annual subscriptions and other dues as may be prescribed by the Members from time to time by a resolution passed at a General Meeting shall be payable to the Organization. Such annual subscription shall be due on the first day of the first month of the Organization’s Fiscal Year.

SECTION 2:

Any Member who falls in arrears for four months shall ipso facto cease to be a member in good standing and lose all privileges of membership.

SECTION 3:

A member who is not in good standing shall revert to the status of a member in good standing fourteen days after receipt by the Treasurer of all arrears due from such member for the current fiscal year.

SECTION 4:

Members who have resigned and wish to renew their membership shall be required to pay up all arrears of dues, if any, that they were liable to pay on the day of their written resignation.

SECTION 5:

The Management Board may in its discretion, waive payment of all or any portion of the arrears of dues from any Member reinstated in good standing with waiver of arrears of dues.

ARTICLE 7: POWERS AND DUTIES OF THE MANAGEMENT BOARD

SECTION 1:

The Management Board shall have the following powers and duties:

(a) to organize and conduct all activities of the Organization;

(b) to administer the affairs of the Organization in all things and make and cause to be made, for the Organization, and in its name, any kind of contract which the Organization may lawfully enter into and, save as herein provided, generally exercise all such powers and do all such other acts and things as the Organization is lawfully entitled to do;

(c) to fill vacancies in the Management Board however caused, so long as a quorum of Directors remains in office, from among members in good standing of the Organization;

(d) to assign such duties and responsibilities to each of the Directors who is not an Officer as it may deem appropriate;

(e) to convene General Meetings;

(f) to appoint an Internal Auditor and such project directors as may be deemed appropriate from time to time.

ARTICLE 8: MANAGEMENT BOARD MEETINGS

SECTION 1:

The Management Board shall meet at least once every month.

SECTION 2:

Meetings of the Management Board may be formally called on the direction of the President, or by the Secretary on direction in writing of at least three Directors.

SECTION 3:

The Management Board may hold its meetings at such time and place as it may from time to time determine.

SECTION 4:

Notice of such meetings shall be delivered, telephoned, faxed, telegraphed or electronically mailed to each Director not less than seven day(s) before the meeting is to take place.

SECTION 5:

No notice of any meeting shall be necessary if all the Directors are present, or if those absent have signified in writing their consent to the meeting held in their absence.

SECTION 6:

The Management Board may appoint a day or days in any month or months at any place or places for regular meetings at an hour to be named and of such regular meeting no notice need be sent.

SECTION 7:

A meeting of the Management Board may also be held, without notice, immediately following any General Meeting.

SECTION 8:

The quorum for the meeting of the Management Board shall be two-thirds of the number of Directors.

SECTION 9:

If all Directors are notified and consent, a meeting of the Management Board may be held be means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate to each other simultaneously, and a Director participating in such a meeting by such means is deemed for the purposes of this Constitution to be present at that meeting.

SECTION 10:

A resolution in writing, signed by all the Directors, is as valid as if it had been passed at a meeting of the Management Board.

SECTION 11:

Questions arising at any meeting of the Management Board shall be decided by a majority of the votes; in cases of an equality of votes, the Chair,in addition to his original vote, shall have a second or casting vote.

SECTION 12:

All votes at any Management Board meetings shall be taken by a ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent.

ARTICLE 9: OFFICERS

SECTION 1:

No Officer shall hold more than one office.

SECTION 2:

The procedure for appointing the Officer shall be as prescribed in Article 11.

SECTION 3:

The President:

(a) shall be responsible for the general management and supervision of the affairs and operations of the Organization;

(b) shall chair all General Meetings;

(c) shall, when present, preside at all Management Board meetings;

(d) may appoint, in consultation with the other Directors, such additional project directors with such members thereof and such terms of reference as he may deem appropriate; and

(e) may at his sole discretion expend such amount as is specifically budgeted as Presidential Vote in any given Fiscal Year and be personally accountable to the Members.

SECTION 4:

The Vice – President:

(a) shall exercise the duties and powers of the President during the President’s absence, inability or resignation. During the absence, inability or resignation of both, the President and the Vice-President, the duties and powers of the President shall be exercised by such other Officer as the Management Board may appoint;

(b) shall act as a recruiting officer and recommend the names of such Members who in his opinion are best suited to fill the vacancies created in the Management Board either through resignations or expiry of term or otherwise.

SECTION 5:

The Secretary shall:

(a) give notice of the Management Board meetings and General Meetings;

(b) attend all Management Board Meetings, General Meetings and record all facts and minutes of all proceedings in the books kept for that purpose;

(c) ensure that the Constitution, Bylaws and resolutions and amendments thereto passed at General Meetings are kept up to date and are available to Members;

(d) be the custodian of all books, papers, records, correspondence, contracts and other documents belonging to the Organization, which he shall deliver up only when authorized by a resolution of the Management Board to do so and to such person or persons as may be named in the resolution;

(e) be responsible for maintaining an up-to-date inventory of all properties of the Organization, containing a full description of all the articles owned by the Organization and their location, and shall include this inventory in any annual report to the Members;

(f) provide the Chair with an up-to-date list of members in good standing; and

(g) arrange the location of and give publicity to all meetings, lectures, seminars and workshops of the Organization.

SECTION 6:

The Treasurer shall:

(a) keep full and accurate books of account in which shall be recorded all receipts and disbursements of the Organization;

(b) under the direction of the Management Board control the deposit of monies and safekeeping of securities and the disbursements of the funds of the Organization;

(c) render to the Management Board at meetings thereof or whenever required of him, an account of all transactions as treasurer and of the financial position of the Organization;

(d) cause to be prepared financial statements for the purpose of audit and shall present such audited statement at Annual General Meetings;

(e) present a budget for the ensuing fiscal year at Annual General Meetings.

ARTICLE 10: GENERAL MEETINGS

SECTION 1:

The Organization shall hold its Annual General Meeting within three months of the end of its Fiscal Year for the purpose of:

(a) receiving the Management Board’s report;

(b) receiving the audited financial statements of the Organization for the preceding Fiscal Year;

(c) approving the budget for the ensuing year;

(d) transacting any other business specified in the agenda for the meeting; and

(e) confirming appointment of auditors.

SECTION 2:

A Member wishing to move any resolution at a General Meeting shall give notice thereof in writing to the Secretary no less than fourteen days before the date of the meeting. In the absence of such notice, the Chair may, in his sole discretion, permit a Member to move a resolution.

SECTION 3:

A Special General Meeting of the Organization may be called at any time by the Management Board and shall be called upon requisition in writing signed by at least one-quarter of the number of Members. Every requisition shall state the purpose for which the meeting is required and the meeting shall be convened within thirty days of the receipt of the requisition, failing which the Members who submitted such a requisition may themselves call such a meeting upon giving the prescribed notice to the Members stating the agenda for the meeting.

SECTION 4:

Twenty-one days notice of the General Meetings shall be given to the Members.

SECTION 5:

Ten per cent of the number of Members shall constitute a quorum at General Meetings. In the event of a lack of quorum within one-half hour of the scheduled time of commencement of such meetings, those Members present shall adjourn the meeting to such time and place, not being the same day, as they may determine. In the event of a lack of quorum at the adjourned meeting, those present shall adjourn the meeting at such time and place, not being the same day, as they may determine. Those Members present at such third meeting shall constitute a quorum.

ARTICLE 11: ELECTIONS OF DIRECTORS

SECTION 1:

There shall be a minimum of six (6) and a maximum of ten (10) Directors elected.

SECTION 2:

At the first election of the Directors, unless otherwise determined by the Members, one-third of the Directors shall be elected for a term of one year, one-third for a term of two years, and the remainder for a term of three years.

SECTION 3:

All subsequent elections shall take place every year when Directors shall be elected for a term of three (3) years to fill the vacancies created by the Directors whose terms have expired.

SECTION 4:

The Vice-President, as the recruiting officer, shall provide a list of candidates to fill the vacant positions.

SECTION 5:

The Secretary shall also invite nominations for the positions to be elected from among the Members.

SECTION 6:

Notice inviting nominations shall be mailed to the Members during the first week of the month prior to the month in which the Annual General Meeting is held.

SECTION 7:

Elections shall be held at every Annual General Meeting, hereinafter called the “Election Day”.

SECTION 8:

Nominations for the Directors to be elected together with the consent in writing of the nominee consenting to his name being proposed and agreeing to serve in the position, if elected, shall be received by the Secretary at least three weeks prior to the Election Day.

SECTION 9:

Each nominee shall be proposed and seconded by Members who are not spouses of each other.

SECTION 10:

The proposer and the seconder shall not propose and/or second more than one candidate for the same position.

SECTION 11:

The nominee, the proposer and the seconder shall each be a Member of the Organization as of the date of the written nomination being submitted to the Secretary.

SECTION 12:

Three weeks prior to the Election Day, the Secretary shall declare the nominations closed.

SECTION 13:

A nomination which does not comply with the requirements of this Article shall be null and void and shall be deemed not to have been received by the Secretary.

SECTION 14:

In the event a Director’s position is vacated, such a position shall be filled by the Management Board so long as there is a quorum. Should there be no quorum, the Chair shall invite nominations for the vacated positions and an election of Directors for such positions shall be held at an ad hoc Election Day to be announced by the Chair. However, if such vacancies continue resulting in a lack of quorum, the Management Board, notwithstanding the lack of quorum, shall fill the vacancies.

SECTION 15:

At the Election Meeting, where the Directors are elected, the Members present shall nominate one of the elected Directors as a Convener.

SECTION 16:

Within a period of two weeks after the election, the Convener shall summon all the Directors to a meeting, which the Convener shall chair, for the purpose of appointing the Officers for a term of one year.

ARTICLE 12: ELECTION PROCESS

SECTION 1:

Voting for the duly nominated Directors shall take place on the Election Day when Members shall be entitled to vote.

SECTION 2:

The Secretary shall have the names of the candidates circulated at least two weeks prior to the Election Day.

SECTION 3:

The Management Board shall appoint a Member to be an Election Officer who shall be in charge of the election process on the Election Day.

SECTION 4:

On the Election Day, Members shall be eligible to vote for a minimum of six (6) and a maximum of ten (10) Directors. The number of Directors shall be determined by the Management Board.

SECTION 5:

In the event of there being more than two candidates for each position, Members shall be entitled to indicate their first and subsequent preferences on the ballot paper.

SECTION 6:

Members wishing to vote may be required to produce satisfactory identification containing their photograph.

ARTICLE 13: VACATING OFFICE

SECTION 1:

A Director shall vacate his office if:

(a) he ceases to be a Member in good standing;

(b) he is convicted of a offense involving moral turpitude or dishonesty;

(c) he is adjudged a bankrupt;

(d) he tenders his or her resignation in writing to the Secretary or the Management Board;

(e) he is certified or otherwise adjudged to be of unsound mind or insane;

(f) he is removed by a resolution of the Members passed by a vote of not less than two-thirds of the Members present at a General Meeting provided that the notice of such a General Meeting has specified therein the intention to pass a resolution removing such Director.

(g) his term of office has expired and his successor has been duly elected;

(h) he declares that he has ceased to be a follower of the Shia Ja’ffari faith.

SECTION 2:

In addition to the provisions of Section 1, a Director shall vacate his office if he fails without good and sufficient cause, as determined by the Management Board, to attend three consecutive Management Board meetings.

ARTICLE 14: AUDITORS

SECTION 1:

At the end of each Fiscal Year, the books and accounts of the Organization shall be audited by an auditor or auditors to be appointed by the Management Board with the approval of the members.

SECTION 2:

The Management Board may also call for the books and accounts of the Organization to be audited whenever it is deemed necessary.

ARTICLE 15: FISCAL YEAR

SECTION 1:

Unless otherwise resolved at a General Meeting, the Fiscal Year of the Organization shall terminate on the last day of June in each year.

ARTICLE 16: EXECUTION OF DOCUMENTS

SECTION 1:

Any document may be signed by either the President or the Treasurer and the Secretary.

SECTION 2:

Where, at the foot of any deed or other document, it is certified by three persons appearing to be the Secretary and two other Officers for the time being of the Organization that the document has been executed in accordance with the direction of the Management Board or resolution of the Organization, such certificate shall in favour of any person acquiring any interest in property for valuable consideration in money or money’s worth, and subject only to express notice to the contrary, be conclusive evidence that the document is binding on the Organization and every Member thereof.

SECTION: 3

A copy of a resolution purporting to be signed by the Secretary and two other Officers of the Organization shall be sufficient evidence thereof and of the fact that such resolution was duly passed.

ARTICLE 17: CHEQUES, BILLS OF EXCHANGE, ETC.

SECTION 1:

All cheques, bills of exchange or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the Organization, shall be signed by such Officer or Officers and in such manner as shall from time to time be determined by resolution of the Management Board and any one of such Officers may alone endorse notes and drafts for collection on account of the Organization through its bankers, and endorse notes and cheques for deposit with the Organization’s bankers for the credit of the Organization, or the same may endorsed “for collection” or “for deposit” with the bankers of the Organization.

SECTION 2:

Any one of such Officers appointed pursuant to Section 1 may arrange, settle, balance and certify all books and accounts between the Organization and the Organization’s bankers and may receive all paid cheques and vouchers and sign all the bank’s forms of settlement of balance and release or verification slips.

ARTICLE 18: NOTICE

SECTION 1:

No error or omission in giving notice of any meeting provided for in this Constitution shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any person entitled to be at such meeting may at any time waive notice of any such meeting and may ratify and approve all proceedings taken thereat.

SECTION 2:

The statutory declaration of the Secretary that notice of a meeting has been given pursuant to this Constitution shall be sufficient and conclusive evidence of the giving of such notice.

SECTION 3:

All notices required or permitted to be given under this Constitution shall be deemed to be sufficiently given if mailed by ordinary prepaid envelope or by electronic mail or through the Organization’s telephonic voice-mail or web site, if given throughout the prescribed notice period ; any notice given by mailing as aforesaid shall be deemed to be given on the second business day following the date of mailing; any notice given by electronic mail or through the Organization’s telephonic voice mail or web site shall be deemed to be given on the day the notice was first conveyed or transmitted.

ARTICLE 19: RULES OF ORDER

SECTION 1:

The rules of order set forth in Schedule “A” hereto shall regulate the conduct of all proceedings.

ARTICLE 20: AMENDMENTS TO THE CONSTITUTION AND BYELAWS

SECTION 1:

Any General Meeting may amend, repeal, or re-enact the Constitution, By-laws and Schedules by a two-thirds vote of the members there present subject, however, to due notice having been given as hereinafter set forth.

SECTION 2:

Notice of any proposed change or amendment provided for in Section 1 shall be given in writing to the Secretary at least three weeks before the meeting at which such change is to be voted upon and the Secretary shall include such notice in the notices calling the said meeting.

SECTION 3:

A motion to reconsider, repeal or amend a resolution discussed, passed or rejected within the previous twelve months shall not be tabled or allowed to be discussed within the said period.

ARTICLE 21: DISSOLUTION

SECTION 1:

The Organization may be dissolved at a Special General Meeting called for such purpose by the consent of 75% of the Members testified by their signatures to an instrument of dissolution and in such a case, the net assets of the Organization shall be handed over to one or more charitable organizations in Canada working for the aims and objectives similar to those of the Organization.

ARTICLE 22: INTERPRETATION

SECTION 1:

In this Constitution, where the context permits, all references to the masculine gender shall be read as including references to the feminine gender.

SCHEDULE A


RULES OF ORDER

At all meetings, the Chair shall preserve order and decorum and decide questions of order and practice, stating the rule applicable.

The Chair shall not vote on any motion at a General Meeting unless on an equal division.

Every Member shall, previous to speaking, rise and address the Chair.
When two or more Members rise at the same time, the Chair shall decide who is to speak first.

When the Chair is putting a question, no Member shall speak or move about the meeting room.

No Member while speaking, shall be interrupted, except upon a point of order.

When a Member is called to order, he shall resume his seat until the question of order is decided; he may, however, be permitted to explain but in no case introduce new matter.

No Member shall use improper language, nor speak beside the question in debate.

No Member shall speak more than once on the same question, nor longer than ten minutes, without the permission of the Chair, except the mover, who shall have the right to reply, after which the debate shall close.

A motion to adjourn shall always be in order, except when it was the next preceding motion.

A Member may require the motion under discussion to be read for his information at any time during the debate, except when another Member is speaking.

A motion may be withdrawn at any time before decision by permission of the meeting.

When a question is being debated, no motion shall be received, except to amend, to postpone, to lay on the table the previous question or to adjourn.

On the call of three members, the “previous question” shall be put and until decided, shall preclude all amendments or debate, and shall be submitted in the following words: “Shall the vote on the main question be now taken?”

All motions, before being debated, shall be read by the Secretary.

No motion to amend an amendment to an amendment shall be received. The vote shall be taken only upon the request of three Members.

Any Member refusing to take his seat when ordered by the Chair may be suspended by the Chair for the session.

In all unprovided cases, the Chair shall decide but his decision shall be subject to an appeal to the meeting and generally, the rules, forms and customs of parliamentary debate shall be followed.