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BYLAWS OF BADR INTERNATIONAL ETHIOPIAN MUSLIM FEDERATION (BIEMF)

Board of Directors
Of
Badr International Ethiopian Muslim Federation (BIEMF)

June 22, 2008

This document has been Created and Contributed by


Prof. Hassan Yemer.

This bylaw has been produced for internal use only. USA.
Please don’t distribute this doc. Washington D.C.
© Copyright 2008. All rights reserved.

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TABLE OF CONTENTS

ARTICLE

I. PURPOSE....................................................................................................................................1
Vision Statement (1)……………………………………………………………………………………...............1
Mission Statement (2)………………………………………………………………………………………….....1

II. OFFICE......................................................................................................................................2
Principal Office (1)…………………………………………………………………………………….................2
Locations (2)…………………………………………………………………………………………...................2

III. BOARD OF TRUSTEES..........................................................................................................3


Description (1)……………………………………………………………………………………........................3
Terms and Services (2)…………………………………………………………………………………………. . .3

IV. BOARD OF DIRECTORS........................................................................................................ 4


How Constituted (1) …………………………………………………………………………………...................4
Powers (2)……………………………………………………………………………………………...................5
Meetings (3)…………………………………………………………………………………………....................5
Duties (4)…………………………………………………………………………………………….....................6
Board Actions on Shorter Notice (5)………………………………………………………………......................7
Standards of Conduct (6)…………………………………………………………………………........................7

V. EXECUTIVE COMMITTEE:.....................................................................................................8
Key Officers in Executive Committee (1)………….……………………………………………………….........8
President (2)………………………………………………………………………...............................................9
Vice Presidents (3)………………………………………………………………..................................................9
Secretary and Treasurer (4)………………………………………………………………………………….........9
Compensation (5)………………………………………………………………………………............................9
Tenure (6)……………………………………………………………………………………..............................10

VI. HEAD QUARTERS:-EXECUTIVE DIRECTOR:..................................................................10


Management Staff (1) …………………………………………………………………………………………. .11
Voluntary Staff (2)………………………………………………………………………....................................11
Independent Contractors (3)…………………………………………………………………………..................12

VII. REGIONS…………………………………………………………………………………………………….12
How Established (1)………………………………………………………………..…………………………..12
How Financed (2)…………………………………………………………………………………...………….12
How Administered (3)…………………………………………………………………………. .……………..13
Meeting (4)………………………………………………………………………………..……………………13

VIII. CHAPTERS..........................................................................................................................14
How to Constituted (1)……………………………………………………………………………….............14
Composition of Member Chapters (2)……………………………………………………………….............14
Admissions and Continuation of Member Chapters (3)………………………………………..……………14
Termination and Suspension (4)…………………………………………………………….……….............14
Liability (5)…………………………………………………………………………………………..............15
Use of collective Membership Marks (6) …………………………………………………………................16
Non discrimination (7) …………………………………………………………………………….................16

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Good Standing of Individual members of Chapters (8) ………………………………………………..........16
Designated Representatives of Chapters (9)………………………………………………………................17
Membership Roster (10)………………………………………………………………………………..........17
Voting members' Rights (11)………………………………………………………………………...............17
Dues and Assessments (12)………………………………………………………………………..................18
Disciplinary Proceedings (13)……………………………………………………………………...................18

IX. COMMITTEES……………………………………………………………………………………................19
Function and Composition of Committees (1)…………………………………………………..........................19
Standing Committees (2)………………………………………………………………………..........................20
Nominating Committee (3)……………………………………………………………………...........................20
Strategic Planning Committee (4)…………………………………………………….........................................21
Nominations from the Floor (5)……………………………………………………............................................22

X. ELECTIONS……………………………………………………………………………………………….......22
Time (1)……………………………………………………………………………………………….................22
Qualifications (2)……………………………………………………………………………………..................22
Balloting (3)……………………………………………………………………………………………..............23
Manner of Holding Elections (4)………………………………………………………………………..............23

XI. ANNUAL BUSINESS MEETING…………………………………………………….….....24


Voting by member Chapters (1)……………………………………………………………………………..…24
Proxies (2)……………………………………………………………………………………………………...24
Voting by Delegates at Large (3)………………………………………………………………………………24
Resolutions (4)…………………………………………………………………………………………………24
Voting (5)………………………………………………………………………………………………………25
Notice (6)………………………………………………………………………………………………………25

XII. QUORUM………………………………………………………………………….…. . …………………...26


Annual Business Meeting, Special Meetings Mail Votes (1)………………………………………………… 26
Board of Directors (2)…………………………………………………………… …………………………....26
Committees (3)………………………………………………………………………………………………....26

XIII. REVENUE ...........................................................................................................................27


Source (1)……………………………………………………………………………................………………27
Membership Dues Payment (2)…………………………………………………….................………………..27
Official Publication (3)………………………………………………………………...............………………27
Collection of membership Dues Payments (4)……………………………………...............…………………28

XIV. MISCELLANEOUS……………………………………………………………………………………....28
Emblem (1)……………………………………………………………………………………………………. 28
Seal (2)……………………………………………………………………………………………………… …28
Emblems, Marks and Copyrights (3)…………………………………………………………………………. .28
Insignia (4)……………………………………………………………………………………………………. .28
Rules of Order (5)……………………………………………………………………………………………...28
Contracts, Notes, and Checks (6)………………………………………………………………………………29
Annual Reports to Directors and Voting Membership (7)……………………………………………………..29
Electronic Transmissions (8)…………………………………………………………………………………. .29

XV. AMENDMENTS………………………………………………………………………………………....…30
With Notice (1)…………………………………………………………………………………………….....…30
Without Notice (2)………………………………………………………………………………………....……31

XVI CERTIFICATION……………………………………………………………………………………….…32

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Current BOD of BIEMF Approval Signing Form……………………………………………………………. …33

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BADR ORGANZATIONAL CHART
Board of Trustees
Trustee Chairman
Trustee Vice Chairman Trustee Sectary

Board of Directors Region Council Executive Committee


Chapter Council Executive Committee Board Chairman Board Vice Chairman
 Regional Director
 Chapter President Board Sectary Board Treasure
 Regional Asst. Director of Media & Publication
 Chapter vice President of Media and Publication  Regional Asst. Director of Marketing & Public Relations
 Chapter vice president of membership  Regional Secretary
 Chapter vice president of Public Relations
 Chapter Secretary
Executive Committee  Regional Treasure
Badr President Badr Vice President
 Chapter Treasure
Badr Sectary Badr Treasurer

Executive Director
Management Staff Voluntary Staff
Independent Contractors

Regions

Chapter

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ARTICLE I
Purpose:
Badr International Ethiopian Muslims Federation (BIEMF or Badr) is a leading Ethiopian
Muslim organization outside of Ethiopia. Badr is a non-governmental, not-for-profit, non-
political, grassroots umbrella association that is dedicated to advancing the social, civic, network,
and spiritual fabric of Ethiopian Muslims in North America and around the world. The federation
will also work hard to connect with the Ethiopian motherland in matters concerning the religious,
civic, and social rights of Ethiopian Muslims. Badr will educate Ethiopian Muslims about their
rights and obligations under a democratic system of government. It will also organize and
coordinate local chapter establishments in various countries and all corners of the world to
facilitate its mission and objectives. In that light, it will also be the mission of Badr to strive
constantly and to continually expand its worldwide network of member chapters, thereby
offering ever-greater numbers of Ethiopian Muslims the opportunity to benefit from its eclectic
programs.

SECTION-1: VISION STATEMENT

Excellence is embodied in the principles and directives of Badr for self-sufficiency and
individual accountability. Through its member chapters, Badr will help organize and educate
Ethiopian Muslims about the proper teachings and practices of Islam as well as the authentic
understanding and maintenance of their heritage in all aspects of their lives. History occupies a
pivotal spot in the vision of Badr. Through the development of a high level organizational
structure, Badr hopes to enlighten Ethiopians of all persuasions about the accurate history and
contributions of Ethiopian Muslims. Badr believes that historical milestones in the context of
Islam are indispensable to the personal and professional development of model citizens who will
uphold moral values and exert positive force for peace and justice in society. Ethiopian Muslims
in the Diaspora share common heritage and roots with Ethiopians in the homeland.
Consequently, it will be one of Badr’s main objectives to help organize, empower and establish
strong institutions in Ethiopia that will provide guidance and direction to Ethiopian Muslims at
the religious, economic and social levels.

SECTION-2: MISSION STATEMENT

By extension, Badr believes that mankind in general is imbued with basic goodness and is
blessed with such inalienable rights as the pursuit of freedom, justice and peace. The fulfillment
of these rights requires the serious pursuit of intercultural and interfaith dialogs that encompass
spiritual empowerment and social justice through mutual understandings and cooperation that
will engender tolerance and peaceful coexistence.

In order to carry out this mission, the specific objectives of Badr shall be to:

1. Organize, direct, coordinate, and guide member chapters that are established as private
associations of individuals seeking to enhance their Islamic knowledge and Ethiopian

© Copyright 2008. All rights reserved.


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heritage through education, collaboration, communication, social networking, community
awareness, public relations, publications, media relations, seminars, workshops,

2. Utilize its member chapters to provide educational programs, instructional materials,


and practical guidelines for personal and professional development in line with Islamic
teachings

3. Engage in research that sheds light on Islamic history and results in the establishment
of national Islamic institutions such as museums, universities and banking systems

4. Coordinate educational training programs that provide Islamic knowledge and launch
Islamic leadership projects such that trained members can employ their expertise in
negotiations, conflict resolutions and human and voting right issues

5. Serve as a bridge between Ethiopian Muslims in the Diaspora and Ethiopian Muslims
in Ethiopia by establishing institutions of integrity, sponsoring of high caliber scholars,
exchanging academicians and spiritual leaders

6. Empower Ethiopian Muslims in the Diaspora to assist in their economic development


and growth utilizing the human and natural resources available to them in Ethiopia

7. Pursue intercultural and interfaith dialogs that will greatly contribute to mutual
understandings, cooperation, and peaceful coexistence among diverse people in the
United States and around the world

ARTICLE II
Office:

SECTION- 1: PRINCIPAL OFFICE AND WORLD HEADQUARTER:

The principal place of BIEMF corporation (world headquarter shall be in Washington,


D.C.

SECTION-2 LOCATIONS:

The Board of Directors shall have power and authority to change said Principal place of the
organization from one location to another in the Washington D. C.; and to establish or
discontinue branch offices from time to time at any place or places it may designate in the
District of Colombia or elsewhere. However, the Board of Trustee will analysis the BODs’
decision and will have the final said.

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ARTICLE III
Board of Trustees:

SECTION-1: DESCRIPTION:

The Badr assets, including without limitation all property and moneys of any kind, of the Badr
organization shall be controlled and managed by a Board of Trustees. The Board of Trustees
oversees the organization’s BOD and all other official officers. The Board of Trustees may
exercise all such powers of the organization and do all such lawful acts and things as are not by
statute or by the Articles of Incorporation or by these bylaws required to be exercised. The Board
of Trustees may run the BOD’s election and replacement during the annual business meeting.

The board of trustees was set up the founding fathers of BIEMF who act as guardians of the
public trust. It is in their task to act as stewards accountable to the state government that granted
tax exempt status and ultimately accountable to the public itself. In order to insure that trustees
of non-profit organizations have the public’s interest at heart, these individuals do not serve in
order to drive financial benefits from trusteeship as would be the case in a profit-making
organization. They are expected to serve without compensation (except reasonable
reimbursement for out of pocket expenses). Indeed, instead of serving as a trustee for the
financial benefits that might accrue to them, they are expected to carry out their duties as
volunteers for the public good, and to exercise on behalf of the public, a legal and fiduciary
responsibility. They must make sure that the organization they serve are carrying out their
missions as articulated in the article of corporation and their financial activities are both legal
and proper given federal and state requirement.

SECTION-2: TERMS AND SERVICES:

(a)The Board of Trustees shall consist of not less than five (5) or more than fifteen (15) trustees,
each of whom shall be a member of the Badr organization through membership chapter. Trustees
shall be elected once five year by vote of a majority of the members present at the annual
conference in such year, as follows:

1) Prior to the annual conference meeting each year, the BOT shall prepare a list
of nominees for election, the number of such nominees and the number of
trustees to be elected at such Annual Meeting to be in the discretion of the
BOT;

2) Such list of nominees shall be mailed to each member with the written notice
of such annual conference meeting. In the event a quorum cannot be obtained
for the Annual Meeting or adjourned Annual Meeting in any year, the BOT
shall list of nominees elect trustees to replace trustees whose terms shall
expire in such year.

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3) Upon petition of any five (5) members the name of any other member or
members such as parents, sisters, volunteers, and professors, respected
individuals, community leaders, shall be added to such list, provided that
such petition shall have been presented to the BOT prior to the call to order
of such ACM;

(b)Each trustee elected as provided in paragraph (a) hereof shall serve for a term of five (5)
years, or for such other term as may be specified at the time he or she is elected, and thereafter
until his or her successor shall be elected and shall qualify or until his or her resignation, death or
removal. Any trustee may be removed, with or without cause, at any time by a vote of majority
of the chapter members of the organization present at ACM or at any meeting thereof. If any
trustee resigns, dies or is removed prior to the expiration of his or her term, a successor may be
elected by a majority of the trustees present at any regular meeting of the BOT, such successor to
serve until the next annual conference meeting, and at such annual meeting there shall be elected
a trustee to serve for the unexpired portion of such term.

c) A regular meeting of the BOT shall be held immediately after the adjournment of each annual
conference meeting. Such regular meeting shall be held at the place of such annual meeting
unless the BOT shall theretofore have designated another place. Other regular meetings of the
BOT shall be held at times and places to be fixed by resolution of the BOT from time to time.
Notice of regular meetings need not be given. Special meetings of the BOT may be held at any
time upon the call of the Trustee Chairman or the BOT or of a majority of the trustees present at
any meeting of the BOT. Written notice of each special meeting, stating the purpose for which
the meeting is called and the time and place of such meeting, shall be mailed or emailed not less
than five (5) nor more than thirty (30) days before the date of such meeting to each trustee at his
or her address as it shall appear on the books of the organization.

(d)The presence in person of a majority of trustees is required for and shall be necessary to
constitute a quorum and be sufficient for the transaction of business at any meeting of the BOT.
If a quorum shall not be present at any meeting of the BOT, the trustees present thereat may
adjourn the meeting from time to time, without notice other than announcement at the meeting,
until a quorum shall be present.

ARTICLE IV
Board of Directors:

SECTION- 1: HOW CONSTITUTED:

The officers of BIEMF shall be BOD, the Chairman, Vice chairman, the Secretary-Treasurer and
members of the BOD of BIEMF. All of the officers are subordinate and responsible to the BOD.

The authorized number of directors of this organization shall be fifteen (15). The BOD shall
consist of the BIEMF Chairman, Vice Chairman Secretary, Treasure, and two (2) Directors from

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each of seven (7) geographic regions (continent). All of the directors shall be elected by the
voting membership from the regions of BIEMF. The BOD may be referred to as a "director" and
collectively they may be referred to as "directors" in these bylaws.

SECTION- 2: POWERS:

Except as otherwise provided in these bylaws, the powers of BIEMF shall be exercised and its
affairs conducted by or under the direction of the BOD. The BOD shall have full power to decide
which region should have more votes by determining the activities and involvement of that
region.

SECTION- 3: MEETINGS:

(a) Regular meetings of the BOD shall be held immediately preceding and immediately
following each ABM of BIEMF at the place where such ABM shall be held.

(b) Other meetings of the Board shall be held at such times and places as from time to time may
be determined by resolution of the Board, or upon call of the Executive Committee, or upon the
request of eight (8) or more directors. Upon receipt of such call or written request, shall give to
each director, by first-class mail, telephone (including a voice messaging system), facsimile
transmission or other electronic transmission such as email, or personal delivery, at least ten (10)
days' notice of the date, time, and place of the meeting. The notice shall include a statement of
the purposes of the meeting, but the business transacted at such meeting shall not be limited by
such statement.

(c) The act of a majority of the directors present at a meeting at which a quorum (as defined in
Article XII, Sec. 2) is present shall be the act of the BOD, except as otherwise provided in these
bylaws or in the District of Colombia Nonprofit Public Benefit Corporation Law. Where the vote
of a majority or a greater number "of the Board" is required for a particular action, the vote shall
be calculated using the number of directors present at a duly-noticed meeting at which a quorum
is present. Where the vote of a majority or a greater number "of the entire Board" is required for
a particular action, the vote shall be calculated using the total number of directors then in office.

(d) The transactions of any meeting of the BOD, however called and noticed and wherever held,
shall be valid as though taken at a meeting duly held after proper call and notice, if a quorum is
present, and if, either before or after the meeting, each of the directors not present provides a
written waiver of notice, a consent to holding the meeting, or an approval of the minutes in
writing, which may include electronic mail or facsimile transmitted by a director. The waiver of
notice or consent need not specify the purpose of the meeting. All waivers consents, and
approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Notice of a meeting shall also be deemed given to any director who attends the meeting without
protesting the lack of adequate notice before the meeting or at its commencement.

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(e) A meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum for such meeting.

(f) Any action required or permitted to be taken by the Board may be taken without a meeting if
all members of the Board shall individually or collectively consent in writing to such action.
Such written consents shall be filed with the minutes of the proceedings of the Board. Such
written consents shall have the same force and effect as the unanimous vote of such directors.
Written consent shall include electronic mail or facsimile transmitted by a director.

(g) Directors may participate in a meeting through use of conference telephone or electronic
video screen communication so long as all directors participating in such meeting can hear one
another. Directors may also participate in a meeting through use of electronic transmission from
and to the corporation in compliance with so long as:

(1) Each director participating in the meeting can communicate with all of the other directors
concurrently; and

(2) Each director is provided with the means of participating in all matters before the Board,
including the capacity to propose or to interpose an objection to, a specific action to be taken by
the organization. Participation in a meeting pursuant to this paragraph constitutes presence in
person at such meeting.

SECTION- 4: DUTIES: The Board of Directors shall:

(a) Establish major administrative policies governing the affairs of the organization and devise
measures for the growth and development of the organization;

(b) Decide upon the date and place for the Annual Business Meeting and Convention, and make
announcement thereof in the BIEMF magazine at least sixty (120) days prior to the opening date
of the convention;

(c) Appoint an Executive Director and fix compensation for his or her service;

(d) Obtain the services of a certified public accounting firm to audit the records of the
organization at the close of each fiscal year, and to certify to the Board and to the member
chapter a report of the corporation's financial status;

(e) Adopt by a two-thirds vote of the entire Board, and from time to time revise by a like vote, a
Manual of Management Operations (MMO);

(f) Fill any vacancies on the BOD for the unexpired portion of the term vacated, except for the
office, and provided that any vacancy in the position of director shall be filled by a person who
has met the qualifications for that position, for the preceding twelve (12) months, and further
provided that if the number of directors in office is less than a quorum for any reason, vacancies

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on the BOD may be filled in a manner complying with the District of Colombia Non Profit
Corporations Code;

(g) Divide that territory in which member chapters are located into geographic regions, as nearly
as possible equal in number of chapter after giving proper consideration to potential growth of
the organization;

(h) Review the regional boundaries and the regional assignment of un-regional member chapters
in 2008 every three (3) years thereafter, and, by a two-thirds vote of the entire BOD, make such
revision of regional boundaries and such reassignment of un-regional chapters to regions as may
be necessary to provide, insofar as possible without abolishing the contiguousness of the several
areas within the respective regions.

(i) Conduct the programs, activities, and affairs of the corporation so as to further the charitable
and educational purposes of BIEMF, to abide by the requirements of law applicable to nonprofit
corporations, and to ensure that any management powers delegated to others shall be exercised
under the ultimate direction of the BOD.

SECTION- 5: BOARD ACTIONS ON SHORTER NOTICE:

If time does not permit ten (10) days' notice, the chairman may call a meeting of the Board on
seventy-two (72) hours' notice given personally, by telephone (including a voice messaging
system), by facsimile transmission, or by other electronic transmission such as e-mail in
compliance with Article XIV, Sec. 9. The notice shall state the matter or matters to be
considered, but the business transacted at the meeting shall not be limited by such statement. All
actions taken at such meetings shall require twelve (12) affirmative votes, or such greater
number as may be required by these bylaws.

SECTION- 6: STANDARDS OF CONDUCT:

(A) General. A director shall perform the duties of a director, including duties as a member of
any Board committee on which the director may serve, in good faith, in a manner such director
believes to be in the best interest of this organization and with such care, including reasonable
inquiry, as an ordinarily prudent person in a like situation would use under similar
circumstances. In performing the duties of a director, a director shall be entitled to rely on
information, opinions, reports, or statements, including financial statements and other financial
data, in each case prepared or presented by:

(1) One or more officers or employees of this organization whom the director believes to be
reliable and competent as to the matters presented;

(2) Counsel, independent accountants, or other persons as to matters which the director believes
to be within such person's professional or expert competence; or

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(3) A Board committee upon which the director does not serve, as to matters within its
designated authority, provided that the director believes such committee merits confidence; so
long as in any such case, the director acts in good faith after reasonable inquiry when the need
therefore is indicated by the circumstances and without knowledge that would cause such
reliance to be unwarranted. A person who performs the duties of a director in accordance with
this section shall have no liability based upon any failure or alleged failure to discharge that
person's obligations as a director, including, without limiting the generality of the foregoing, any
actions or omissions which exceed or defeat a public or charitable purpose to which this
organization, or assets held by it, are dedicated.

(b) Investments. Except with respect to assets held for use or used directly in carrying out this
organization’s charitable activities, in investing, reinvesting, purchasing or acquiring,
exchanging, selling, and managing this corporation's investments, the Board shall avoid
speculation, looking instead to the permanent disposition of the funds, considering the probable
income as well as the probable safety of - this organization's capital.

(c) Loans. Without the approval of the Attorney General of District of Colombia, this
organization shall not make any loan of money or property to, or guarantee the obligation of, any
director or officer, unless permitted by the District of Colombia Non Profit Corporations Code;
provided, however, that this organization may advance money to a director or officer of this
organization or any subsidiary for expenses reasonably anticipated to be incurred in performance
of the duties of such director or officer so long as such individual would be entitled to be
reimbursed for such expenses absent that advance.

(d) Self-Dealing Transactions. The BOD shall not approve, or permit the organization to engage
in, any self-dealing transaction. A self-dealing transaction is a transaction to which this
organization is a party and in which one or more of its directors has a material financial interest,
unless the transaction comes within the District of Colombia Non Profit Corporations Code.

ARTICLE V
Executive Committee:

SECTION- 1: KEY OFFICERS IN EXECUTIVE COMMITTEE:

(a) There shall be an Executive Committee (EC) of the BIEMF, composed of the Badr President,
Vice President, Sectary and Treasure. In the event of a vacancy in the office of any voting
member of the EC which is not filled by appointment or election of a new officer to fill that
vacancy shall, by majority vote of the entire BOD, elect one of the directors who has served a
year on the BOD to serve on the EC until the term of the vacated office expires.

(b) The Executive Committee shall prepare and submit to the BOD a recommended budget
showing the amount of anticipated receipts and expenditures for the ensuing fiscal year. The
budget, in the form submitted, or as revised by the Board, when adopted by the BOD, shall
become the financial policy of this organization for the ensuing fiscal year.

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(c) All actions of the Executive Committee shall require four (4) affirmative votes, which may
include the vote of the chair of the meeting. Meetings and actions of the Executive Committee
shall be governed by and held and taken in accordance with the provisions of these bylaws
concerning meetings and actions of the BOD, with such changes in the content of those bylaws
as are necessary to substitute the EC and its members for the BOD and its members. Minutes
shall be kept of each meeting of the EC and shall be filed with the corporate records. All
transactions of the EC shall be reported in full at the next meeting of the BOD and shall be
subject to the approval of the Board.

SECTION- 2: PRESIDENT:

The President shall serve as the chief executive officer of BIEMF, shall be the presiding officer
of the EC. The President presides at the ABM of BIEMF and prior to the opening of that meeting
shall appoint such officers and committees as may be required to transact the business of the
meeting. The president shall also have such other powers and duties as may be prescribed by the
Board of DOD these bylaws.

SECTION- 3: VICE PRESIDENTS:

(a) Vice President. The Vice President shall assume the duties of the president to chair the EC if
the president's position is vacated for any reason, or if the President is absent or unable to act.
The Vice President shall perform such duties as usually pertain to this office or as may be
assigned by the president by resolution or through BOD-established policies.

(b) If the position of the president or any of the Vice Presidents is vacated for any reason, or if
that officer is absent or unable to act, and prior to the filling of any vacancy in such officer
position, the duties of such officer shall be reassigned to other directors by the BOD or by the
EC.

SECTION- 4: SECRETARY-TREASURER:

The Board of Directors, at its meeting immediately following the ABM, shall appoint an
employee of HQ to serve as Secretary-Treasurer of BIEMF under EC who shall perform the
duties usually performed by the Secretary-Treasurer of a nonprofit corporation without
additional compensation for serving in that office.

SECTION- 5: COMPENSATION:

No officers, except the ED and the Secretary-Treasurer, hired employees shall receive any
compensation from this corporation, unless approved by the BOD of this organization.

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SECTION- 6: TENURE OF OFFICERS AND DIRECTORS:

(a) The terms of office of all members of the BOD elected at any ABM or other voting
membership meeting shall commence at the adjournment of such meeting. The President, Vice
Presidents shall continue in their offices for two (2) year, and each of the twelve (12) other
directors shall continue in office for two (2) years, or until their successors are elected or
appointed, or until the director's resignation, death, or removal.

(b) Resignations by directors or other officers shall be effective upon receipt in writing by the
Secretary-Treasurer of this organization, unless a later effective date is specified in the
resignation. If a director or other officer is incapacitated but he or she executed an appropriate
power of attorney document prior to becoming incapacitated, the person holding the power of
attorney may submit the resignation on behalf of the incapacitated director or other officer.

(c) The voting membership of BIEMF may remove any person from his or her position as a
director at any time, with or without cause, by majority vote. The BOD by a three-fourths vote of
the entire BOD may remove any person from his or her position as an officer, with or without
cause at any time. The BOD may, by a three-fourths vote of the entire BOD, remove a person
from his or her position as a director elected by the voting membership only (1) as provided in
the District of Colombia Non Profit Corporations Code; or (2) if the director is not in good
standing with BIEMF as defined in these bylaws or (3) if the director is no longer an active
individual member of a member chapter.

(d) A vacancy shall be deemed to exist on the BOD in the event that the actual number of
directors is less than the authorized number for any reason.

ARTICLE VI
Headquarters: - Executive Director:

The Executive Director shall be the managing officers of this organization at HQ and/or any
other office locations and satellite offices under the supervision of the EC and the control of the
BOD; shall be appointed by a two-thirds vote of the entire BOD, and may be terminated with or
without cause by a like vote upon ninety (90) days' written notice, subject to any rights the
Executive Director may have under a written contract of employment, if any. EC has a primary
responsible to search ED for recommendation to the BOD. The ED shall perform the duties
usually performed by the business manager manner of a nonprofit corporation; shall give bond
for the faithful performance of such duties in such sum and with such sureties as the Board may
determine; and shall present such reports to the EC and BOD, officers and member chapters as
the business of the organization may require. The EC shall prescribe, from time to time, the
authority and duties of the Executive Director in policy bulletins and notify change to the BOD.

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SECTION- 1: MANAGEMENT STAFF:

BIEMF management staff is responsible including management, operations, assuring its fiscal
integrity, carrying out its vision and mission, implementing the policies established by the BOD,
and work together with the ED, to reach for its future of the organization.

SECTION- 2: VOLUENTARY STAFF:

The management staff will be responsible for the direction of the volunteer program and its
compliance with all laws pertaining to volunteers including the recruitment of volunteers and the
evaluation of the volunteer program; specific Authority of the District of Colombia Statute.
Volunteers are essential to the productivity, efficiency, and cost-effectiveness of our organization
and welcome individuals and groups who have the skill, talent, ability. The voluntary staff shall
follow the following volunteer guideline.

Definition: "Volunteer" is a person who, of his/her free will, provides goods or services
to any organization without receiving monetary or material compensation.

Classes of Volunteers:

a. "Regular-service volunteer" means a person engaged in specific voluntary service


activities on an ongoing or continual basis.

b. "Episodic volunteer" means a person who offers to provide a one-time or occasional


voluntary service.

c. "Material donor" means a person who may be unable to give the time required for
volunteer service, but chooses to express his/her contribution by providing funds or
materials.

d. “Community service volunteer” means a person who is court-ordered to complete a


required number of volunteer hours as part of their probation.

Requirements

a. Volunteers will work within the rules set by the responsible management staff.
Volunteers who do not adhere to the rules and procedures of the BIEMF or who fail to
satisfactorily perform their volunteer assignment are subject to dismissal. However, no
volunteer will be dismissed until the volunteer has an opportunity to discuss the reasons
for possible dismissal with supervisory staff. Prior to dismissal of a volunteer, staff
should seek the consultation and assistance of the management staff.

Volunteer Policies & Procedures

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b. Volunteers may perform any task adhering to prior assessment of risk and liability
issues assigned by their supervisors and approved by the responsible administrators.

c. Volunteers will maintain strict confidentiality of any information to which they may
have access within their volunteer job.

d. Volunteers are prohibited from using information or materials not generally available
to the public and obtained by reason of their volunteer positions for the personal benefit
of themselves or others. Volunteers will follow the BIEMF's policy in regard to conflict
of interest in accordance with regulations specified in the District of Colombia Statues.

SECTION- 3: INDEPENDENT CONTRACTORS:

For guidance purposes, an independent contractor is an individual who is not on BIEMF payroll,
has not been on payroll within the current calendar year, and receives payment from the BIEMF
documented by issuance of an IRS Form 1099 and meet the following conditions.

 Offers similar services to the general public on a constant basis.


 Provides services through a written contract (i.e. the BIEMF’s independent contractor
agreement.
 Performs service for which the BIEMF does not control the methods used to obtain the
results.

ARTICLE VII
Regions:

SECTION- 1: HOW ESTABLISHED:

The region director shall be responsible to the chapter’s directors or his or her designee, shall
represent the chapter directors within the region, and shall uphold and promote the purposes of
BIEMF in the region. For the purpose of efficient administration, the BOD of BIEMF is
authorized to divide the territory covered by member chapters into regions, or form new chapters
and establish the boundaries thereof. Each region shall be designated by a continent and a
number. Each region shall be divided into chapters, each under the direction of a regional
director. The region may organize chapters together into regions. Each chapter shall abide by the
Region Administrative Bylaws issued, and modified from time to time, by the Board of
Directors.

SECTION- 2: HOW FINANCED:

Region expenses shall be paid, subject to the approval of the BOD, out of BIEMF funds
authorized by the Region Council Executive Committee activities and operations in accordance
with region expense policies adopted by a two-thirds vote of the entire BOD. No region officers

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shall receive a salary or other compensation, but may receive reimbursement for travel and other
expenses incurred on behalf of BIEMF, as set forth in the region expense policies.

SECTION- 3: HOW ADMINISTERED:

(a) Region Director Officers. The elective officers of each region shall be a region, assistant
region director of media and publication, marketing and such other elective or appointive officers
as the Region Administrative Bylaws may provide. Appointive officers shall be appointed by and
shall serve at the will of the region director, subject to the approval of the region council. The
terms of all region officers shall commence on January 1 at 12:01 a.m. and terminate on
December 31 at midnight and serve for two (2) years. All regions officers must be active
individual members of member chapters in the regions and must be in good standing with
BIEMF.

(b) Region Council Executive Committee. The region council shall consist of the region officers,
region director and two (2) representatives from each member in the chapter. The region council
shall hold at least two (2) meetings a year, one (1) of which shall be the Annual Meeting held
before June for the election of region officers.

(d) Duties of Officers. Although the region director shall report to and take direction from the
region council in matters pertaining to region organization, programs, and procedures, the region
director, as an officer of this organization, is ultimately responsible to the BOD of BIEMF for the
exercise of his or her powers and duties. Regional Assistant Directors shall perform the duties of
the Regional Director in the event of his or her absence, and such other duties as the region
director shall designate.

(e) Legal Status of Regions. Regions and chapters are integral parts of BIEMF, a District of
Colombia nonprofit public benefit organization, and, as administrative units of that corporation,
their activities and affairs shall be managed, and their powers exercised, under the ultimate
direction of the EC and BOD of BIEMF. The powers and duties delegated by the BOD to region
councils and to chapter, and officers, and their terms of service, are subject at all times to the
ultimate authority of the BOD are not independent or autonomous legal entities.

SECTION- 4: MEETINGS:

An annual conference shall be held by the region for the purpose of promoting the interests of
BIEMF and improving the efficiency of the local member chapters, provided that such
conference shall be held at such time as will not conflict with the dates of the ABM and
Convention of BIEMF.

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ARTICLE VIII
Chapters:

SECTION- 1: HOW CONSTITUTED:

The voting members of BIEMF shall consist of the following classes of members, as the term
"member" is defined in the District of Colombia non profit Corporations Code:

(a) Member chapters, defined as BIEMF chapters which, having subscribed to the purposes and
ideals of BIEMF and having been granted a chapter, continue to function in compliance with the
conditions set forth in the Articles of incorporation.

(b) Organization, these bylaws, the chapter constitution, the policies established by the BOD, and
the decisions of the board and its authorized representatives. Each member chapter shall be
entitled to three votes in all matters presented to the voting membership for a decision.

(c) Other persons and entities that are affiliated with BIEMF, but are not voting members of the
organization BIEMF under the District of Colombia non profit Corporation’s code, are the
following.

SECTION-2: COMPOSITION OF MEMBER CHAPTERS:

Member chapters are private associations composed of persons seeking to improve their Islamic
knowledge and Islamic history within Ethiopia and a whole. Chapter is open only to individuals
who remain in good standing with Badr under Article VIII, Sec. 8, below.

SECTION 3: ADMISSIONS AND CONTINUATION OF MEMBER CHAPTER:

Any group desiring admission as a member chapter of BOD who qualifies makes written
application on forms provided by HQ. Upon adoption by the group and filing with HQ of a
properly certified constitution for member chapter and upon fulfillment of all requirements
established by the BOD, a chapter shall be signed by the organization president and the
Executive Director. Membership shall commence upon issuance of a chapter. No chapter shall be
issued until the membership dues and new individual member fees stipulated in Article VIII have
been paid, together with a chapter fee. The amount of the new individual member fee and the
chapter fee, and all other standards and procedures for admission and continuation of member
chapter may be established and modified from time to time by the BOD.

SECTION 4: TERMINATIONS AND SUSPENSION:

The provisions of this section shall govern termination and suspension of voting members of this
organization. The BOD shall prescribe, and may modify from time to time, standards and
procedures for termination, suspension, and restoration of voting membership status, consistent
with these Bylaws. Neither termination nor suspension shall relieve the voting member of any

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accrued but unpaid obligations of such voting member to this organization. Voting memberships
in this organization, or any right arising there from, may not be transferred or assigned under any
circumstances. Any such attempted transfer shall be void. Voting membership in this
organization shall terminate upon the occurrence of any of the following events or conditions:

Membership Chapter:

1. Nonpayment of amounts owed to this organization or failure to meet other minimum


requirements for member chapter set by the BOD from time to time and administered by
HQ; voluntary withdrawal, expressed in writing and delivered to HQ; or

2. Expulsion for cause, after a proper hearing, by a three-fourths majority vote of the BOD
Directors, under the procedure set forth in Article X, Sec. 13 below. A terminated chapter
is not in good standing and is required to return its chapter to HQ. Voting membership in
this organization may be suspended upon the occurrence of events or conditions set forth
in policies adopted and modified by the Board from time to time. During the period of
suspension, a member chapter shall not have any of the rights of a voting member of this
organization, and shall not be considered in good standing.

3. Termination of the person's service as an officer of this organization for any reason,
except for past BOD presidents and directors; death or voluntary resignation, chairmen
expressed in writing and delivered to HQ; or

4. Failure to maintain good standing with BIEMF under Article VIII, Sec. 8, below. Voting
membership in this organization may be suspended upon the occurrence of events or
conditions set forth in policies adopted and modified by the Board from time to time.
During the period of suspension, shall not have any of the rights of a voting member of
this organization, and shall not be considered in good standing.

SECTION 5: LIABILITIES:

No member chapter, delegate neither at large, nor any individual member of any chapter, shall be
personally liable to any creditor, or for any indebtedness or liability, of BIEMF, and any and all
of the creditors of the organization shall look only to the assets of the organization for payment.
Furthermore, this organization is not legally responsible for any liability or debt incurred by any
member chapter, delegate at large or any individual member of any chapter. BIEMF may provide
certain benefits to member chapter, such as group tax exemption rulings, and may establish
policies and Procedures for member chapters, but these actions shall not cause this organization
to be liable for the acts or omissions of any member chapter.

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SECTION 6: USES OF COLLECTIVE MEMBERSHIP MARKS:

BIEMF is the owner of a number of collective membership marks, including the following:

"BIEMF", Badr International" and the "official emblem" Member chapters have the right to use
these collective membership marks pursuant to restrictions and requirements set by the BOD
from time to time. These marks can only be used by the member chapter to indicate membership
in the chapter. Member chapter shall not permit any individual member of a chapter or any other
person or entity to use the collective membership marks without prior written approval from the
Executive Director of BIEMF. The chapters recognize that all use of the collective membership
marks by the member chapters inures to the benefit of this organization. Member chapter shall
take no action which jeopardizes or imperils the validity of the collective membership marks or
impairs the value of such marks.

Member chapter shall use the collective membership marks only in the form and manner as
prescribed by this organization, and shall not use any other trademark or service mark in
connection with the collective membership marks without prior written approval of the
Executive Director. A member chapter shall promptly notify HQ of any unauthorized use of any
of the organization’s collective membership marks, trade names, trademarks, service marks,
and/or copyrights which come to the chapter's attention. The organization shall have the sole
right and discretion to bring infringement or unfair competition proceedings involving its
collective membership marks, trademarks, service marks, trade names, and copyrights. Use of
any of said marks, names, or copyrights by a member chapter or by an individual member of a
chapter in a manner which does not comply with the policies established by the BOD is
prohibited.

SECTION 7: NON DISCRIMINATION:

This organization shall not discriminate, in the conduct of its programs and activities, against any
person on the basis of age, race, color, creed, gender, national or ethnic origin, sexual orientation,
or physical or mental disability, so long as the individual, through his or her own effort, is able to
participate in the program or activity.

SECTION- 8: GOOD STANDING OF INDIVIDUAL MEMBERS OF CHAPTER:

Upon an individual's initial admission to membership in any member chapter, that individual
shall be presumed to be in good standing with BIEMF. An individual member shall continue in
good standing with BIEMF so long as he or she is a member of a chapter and:

(a) The chapter of such member is not suspended or terminated;

(b) The chapter pays when due the new individual member fees and membership dues payments
for such member to BIEMF;

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(c) The chapter continues to recognize the individual as a member in good standing of the
chapter; and

(d) The individual member has not been suspended or removed from good standing with BIEMF
by action of the BOD as set forth below.

The BOD of BIEMF may suspend or remove from good standing any individual member of any
chapter, or take any other appropriate reasonable action with respect to the good standing of any
individual member of a chapter, by a three-fourths majority vote of the Board, under the
procedure set forth in Article VIII, Section 13. Any suspension or removal of an individual
member from good standing with BIEMF shall operate as a suspension or expulsion from each
and every chapter with which that individual member is affiliated, and that individual shall not
be eligible for membership in any chapter unless and until his or her good standing with BIEMF
has been restored by a three fourths majority vote of the BOD.

SECTION- 9: DESIGNATED REPRESENTATIVES OF CHAPTER:

Member chapters shall exercise all the rights and obligations of membership, including the right
to vote, through a designated representative. The designated representative of a member chapter,
unless otherwise provided in these Bylaws, shall be the president of the member chapter.

SECTION- 10: MEMBERSHIP ROSTER:

This organization shall keep a membership roster containing the name of each voting member
and the last address provided to this organization by the voting member for purposes of notice.
The roster shall indicate whether a voting member is in good standing from time to time.

SECTION- 11: VOTING MEMBERS' RIGHTS:

Subject to these Bylaws and this organization’s other policies and procedures, voting members of
this organization shall have the right to vote, as set forth in these Bylaws, on:

(a) The election of the BIEMF President, the Vice Presidents, and the other directors of this
organization;

(b) The removal of directors pursuant to the District of Colombia Non Profit Corporations Code;

(c) Any amendment to these bylaws, and any amendment to the Articles of Incorporation of this
organization,

(d) The disposition of all or substantially all of the assets of this organization;

(e) Any dissolution of this organization; and

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(f) Any other matters that may properly be presented to members for a vote, pursuant to this
organization’s Articles, bylaws, member Chapter Constitution, or action of the BOD, or by
operation of law.

SECTION- 12: DUES AND ASSESSMENTS:

Each member chapter must pay to this organization, within the time and on the terms set by the
BOD, membership dues payments as are set forth in these bylaws, and such other fees and
charges as the Board may establish from time to time, as a condition of voting membership.
Payment of membership dues payments to BIEMF on their behalf by their respective chapter
shall be sufficient to maintain their voting membership in this organization. Voting memberships
in this organization shall not be subject to mandatory assessments by this organization or any
part of this organization.

SECTION- 13: DISCIPLINARY PROCEEDINGS:

The following procedure for termination or suspension of a member chapter or by the BOD
under these bylaws is designed to qualify as fair and reasonable under charitable of the District
of Colombia Corporations Code. The procedure also applies to the suspension, removal, or other
action by the BOD with respect to the good standing of an individual member of a chapter. The
term "member" in this section shall refer to the member charter or the individual member of a
chapter, as the case may be.

(a) The BOD shall pass a resolution stating: (1) the proposed disciplinary action; (2) the reasons
therefore; (3) the proposed date for the disciplinary action to take effect; and (4) the date, time,
and place for a hearing before the Board by the member. The date for the hearing shall be not
less than five (5) days before the proposed effective date.
(b) The Executive Director shall send written notice of the hearing to the member by first class
mail to the last address of the member shown on this organization records or by any other means
reasonably calculated to provide actual notice, containing the matters stated in the Board
resolution. Such notice shall be sent not less than twenty (20) days before the hearing date.

(c) The Board may take interim disciplinary actions pending the hearing, if necessary to protect
the vital interests of BIEMF or to prevent any imminent harm to BIEMF or any of its affiliates.

d) The member may choose to appear at the hearing (in person, by telephone conference call,
and/or through a representative), or make a written, videotaped, or audio taped statement to the
Board, at the member's own cost. The BOD may place reasonable restrictions on the length of
the member's presentation. Any statement in writing or other physical form must be received by
the Executive Director not less than forty-eight (48) hours before the hearing date.

(e) After the hearing is ended and the member has been excused, the BOD shall discuss and vote
on the proposed disciplinary action. The deliberations shall be limited to considering only the

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evidence presented during the hearing and the charges stated in the Board resolution. To take
disciplinary action, a three-fourths majority of the BOD must be persuaded that, more probably
than not, one or more of the allegations charged in the resolution are true. The decision of the
BOD shall be final.

(f) The disciplinary procedures set forth in Robert's Rules of Order Newly Revised shall not
apply to disciplinary matters considered by the BOD. The reference to Robert's Rules, applies
only to parliamentary procedure for the conduct of business meetings.

(g) The Board has complete and sole discretion to decide questions that may arise regarding this
disciplinary procedure in order to ensure that it is conducted in good faith and in a fair and
reasonable manner, considering the best interests of the organization and the individual and
chapters affected. The BOD is authorized to adopt and modify from time to time specific policies
and procedures for disciplinary proceedings, and the rights of the member charged are limited to
those stated in such policies and procedures and no other rights should be presumed or inferred.
The member charged does not have any absolute right to legal counsel, to identify or confront
witnesses against the member, or to more information about the charges or the evidence beyond
that provided in the notice of hearing. All types of evidence, including statements from persons
who are not present at the hearing, may be considered. All proceedings shall be conducted and
materials shall be presented to the BOD in Amharic, English and/or in Arabic. A decision by the
BOD to permit or not permit certain forms of participation in one disciplinary situation shall not
bind the Board to the same approach in another situation.

(h) If the disciplinary matter is complex, due to the number of persons charged, the extent of the
evidence, the need for pre-hearing negotiations, the nature of the charges or the defense, or other
circumstances, the Board may delegate authority to the Executive Committee to conduct some or
all of the aspects of the disciplinary process set forth above, substituting the Executive
Committee for the BOD in each instance. However, a final decision to take disciplinary action
must be made or confirmed by a three fourths majority vote of the BOD. If the hearing described
in Paragraph (d) above has taken place before the Executive Committee, a subsequent hearing
need not be held before the BOD unless the Board increases the severity of the action taken.

ARTICLE IX
Committees:

SECTION- 1: FUNCTION AND COMPOSITION OF COMMITTEES:

The function of each committee of the BOD of BIEMF (other than the Executive Committee and
the Nominating Committee) shall be to assist the BOD by studying and reviewing matters
within its jurisdiction or specifically assigned to it by the BOD, and making recommendations
thereon to the Board. The BOD may provide, by resolution or through establishing policies, for
such committees as it deems necessary or convenient for the proper governance and operation of
BIEMF. Except as otherwise expressly provided in these bylaws, the BOD shall determine, for
each committee, by resolution or through establishing policies:

Created on 01/01/2008(for internal use only) 19


(1) How the committee shall be designated or named;

(2) Any restrictions or conditions on who shall preside over the committee, including whether
such an individual shall be a member of the BOD;

(3) The composition of the committee, including whether a majority of its members shall be
members of the BOD;

(4) The term in office and process for selecting the presiding officer and the members of the
committee and their successors, if any; and

(5) The duration of existence of any committee, whether fixed or indefinite. Any committee
member other than the President and the Vice Presidents may be removed at any time by the
BOD. Except for committees described in these bylaws, the BOD shall have the power to
discontinue any committee. All files and records of all committees shall be the property of
BIEMF. All committees be managed by EC.

SECTION- 2: STANDING COMMITTEES:

The Standing Committees of the BOD shall be the Executive Committee, the Nominating
Committee, and the Advisory Committee of Past Presidents, and such other committees as the
BOD from time to time may establish. Only the Executive Committee may act with the authority
of the BOD. All other committees are advisory, and may determine their own meeting rules and
whether minutes shall be kept, unless otherwise indicated in policies established by the BOD, or
the BOD may, from time to time, prescribe rules for the governance of committees.

SECTION- 3: NOMINATING COMMITTEE:

The Nominating Committee shall be composed of three (3) Past Presidents, one of whom shall
be appointed presiding officer; one 1) individual member of a chapter from each geographic
region; and one (1) individual member of a chapter from the districts not assigned to a region;
none of whom shall be a member of the BOD nor shall have served on the Nominating
Committee during the preceding two (2) years. No member of this committee shall be eligible for
nomination as an officer or director at the election at which the committee's report is presented.
Members of this committee shall be selected by the Board President under procedural rules set
from time to time by the BOD. It shall be the duty of this committee to nominate officer
candidates in the manner and at the times provided in these bylaws. The members of the
Nominating Committee shall be appointed before December each election year.

The Nominating Committee shall nominate, under procedural rules adopted from time to time by
the BOD, at least one (1) candidate and not more than two (2) candidates for each of the offices
of President, Vice President. The report of the committee shall be published in The BIEMF
magazine at least sixty (60) days prior to the Annual Business Meeting, and shall also be
presented to the meeting in written form prior to the election of officers.

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Each geographic region shall nominate, under procedural rules adopted from time to time by the
BOD, one (1) or two (2) candidates for election to the BOD. If a candidate at the regional
conference, at which there is a quorum, receives at least seventy-five percent (75%) of the votes
cast on the first or second ballot, that candidate shall be the only nominee; otherwise, if a
candidate receives a majority but less than seventy-five percent (75%) of the votes cast, the
candidate receiving the next highest number of votes on the same ballot shall be an additional
nominee. If, however, no candidate receives a majority of the votes cast on the first ballot, the
candidate receiving the lowest number of votes shall be dropped from the ballot and the balloting
shall immediately continue, with the same procedure being followed on each succeeding ballot,
but only until one of the candidates receives a majority of the votes cast, at which time the
balloting shall end and the two (2) candidates having the highest number of votes on that final
ballot shall be the two (2) nominees. Candidates for the office of BOD from districts not
assigned to regions shall be nominated under procedures established and modified from time to
time by the BOD.

SECTION- 4: STRATEGIC PLANNING COMMITTEE (SPC):

The Strategic Planning Committee (SPC) shall be composed of all past presidents, directors of
BIEMF, with the vice past President serving as presiding officer. This committee may submit
comments and recommendations for the consideration of the BOD to the committee
representative.

Duration of Existence: The duration of existence of this Committee shall be indefinite.

President of SPC: president of this committee shall be the Immediate Past President BIEMF. In
the absence of the Immediate Past President, the BOD Chairman will appoint a temporary
chairman from among the members of the Executive Committee. If necessary, the BOD also can
appoint one or two individual expert to join this committee.

Term of Office: Members serve a two-year terms which ends at the conclusion of the BIEMF
International Convention.

Strategic Purpose: To strategically analyze BIEMF’s future, including opportunities and threats
that might affect the organization, and to determine future goals of BIEMF and strategies for
achieving those goals.

Functions:

1. Review of the purpose, core values, and vision & mission of the organization.

2. Develop strategic goals for growth in line with the Mission of BIEMF.

3. As part of the strategic planning process, update and produce a BIEMF Strategic Plan
for use by the organization.

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4. Identify broad approaches for achieving strategic goals, recommending operational
objectives to the Board of Directors, including, but not limited to the adoption of
appropriate organizational policies and programs.

Meetings: The Committee may meet once each year at such times as may be considered in the
best interests of the organization, as determined by the President of BIEMF.

Reporting: The Committee gives an official report at the BOD meeting concerning all functions
referred to above. Strategic Plans for BIEMF and any recommendations for action on programs
proposed by the SPC shall be reviewed annually by the BOD. All programs and activities
emanating from such recommendations will be referred to appropriate Committees of the Board
and approved by the Board before their implementation.

SECTION- 5: NOMINATIONS FROM THE FLOOR:

Additional nominations of qualified officer and director candidates may also be made from the
floor at the Annual Business Meeting, with the consent of the persons so nominated.

ARTICLE X
Elections:

SECTION- 1: TIME:

The chairman, the one (1) vice chairman’s, Sectary, and Treasure and seven (7) BIEMF directors
(one (1) from each of the seven (7) regions, plus one (1) from districts not assigned to regions)
shall be elected at each Annual Business Meeting.

SECTION- 2: QUALIFICATIONS:

(a) All persons elected under Article VIII, Sec. 1, above, must be in good standing with BIEMF
under Article VIII, Sec. 8, of these bylaws and must be active individual members in a member
chapter at the time of their election and throughout their terms of office.

(b) No person shall be elected President unless at the time of election that person shall have
served at least one complete term as a vice president. No person shall be elected President or a
vice president unless at the time of election that person shall have served a two-year term on the
BOD; any qualified person may stand for election to one, and only one, of said offices at any
Annual Business Meeting. No person shall be elected to one of the other director positions unless
at the time of election that person shall have served an entire term as a district council, except
that an individual member of a BIEMF chapter from a district not assigned to a region may be
elected to the office of director if at the time of election such person: (1) shall have served as the
chairman or chief officer of a non-district administrative unit during the entire administrative
year immediately before the unit became a district or provisional district, or (2) shall have served
as such officer and as district council during the entire administrative year in which the unit
became a district or provisional district.

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(c) There shall be two (2) directors from each of the seven (7) geographic regions, and two (2)
directors from districts not assigned to regions. Not more than one (1) of the elected directors
may be from any one (1) member chapter or any one (1) district. A director candidate must have
been an active member of a BIEMF chapter in good standing in the district from which the
candidate is nominated during the entire 12-month period immediately preceding such
candidate's nomination at the regional conference or Annual Business Meeting. Not more than
one (1) of the directors shall be elected during any one (1) year from any geographic region,
unless the Nominating Committee proposes to fill a midterm vacancy in a director's position by
election at the Annual Business Meeting. For the purpose of determining the qualifications of
directors, the chapter, district, and geographic region of each director at the time of election shall
be considered unchanged during the entire term of office, notwithstanding any change of
residence a director may make during such term.

(d) The President and vice presidents shall not be elected to succeed themselves in the same
office. Any of the other directors may be elected President or a Vice President after serving a
two-year term on the Board, but may not otherwise be re-elected to the BOD of Directors.

SECTION- 3: BALLOTING:

The ballots used at the Annual Business Meeting shall contain the names of the candidates,
listed in alphabetical order by offices and by geographic regions and from districts not assigned
to regions, with an equal number of blank spaces for use in the event of nominations from the
floor. The voting members of BIEMF shall vote, and the election shall be conducted, in the
manner provided in these bylaws under procedural rules prescribed from time to time by the
BOD. A majority of all votes cast shall be required for the election of the president, each of the
three (3) vice presidents, and each of the seven (7) directors. In the event any ballot cast does not
show a majority for any nominee for any of those offices, there shall be further balloting for that
office. Prior to the second ballot, the nominee having the lowest vote on the first ballot shall be
dropped, and on each succeeding ballot the same procedure shall be followed until a nominee
shall have received a majority of all votes cast.

SECTION- 4: MANNER OF HOLDING ELECTIONS:

The date, time, and place of the Annual Business Meeting of the voting membership of this
organization shall be set by the BOD. The Board may also call a special meeting of the voting
membership if the BOD decides that such a meeting is in the best interests of the organization,
under procedural rules to be prescribed by the BOD. In the event that an ABM cannot be held
during any year because of a national emergency, international crisis, or other reason, or in the
event that a quorum is not present at any ABM, that year's election of officers and directors shall
be conducted by mail vote under procedural rules to be prescribed by the BOD. Any procedural
rules adopted by the BOD under this section shall be in compliance with the District of Colombia
Nonprofit Public Benefit Corporation Law.

ARTICLE XI

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Annual Business Meeting:

SECTION- 1: VOTING BY MEMBER CHAPTERS:

Each member chapter in good standing with BIEMF on the record date established by Article
VIII, Sec. 8, shall be entitled to two (2) votes at the Annual Business Meeting, which shall be
cast by the chapter's duly authorized delegate or alternate if the chapter wishes to be considered
present and voting at the meeting. Delegates and alternates must be in good standing with
BIEMF under Article VIII, Sec. 8, of these Bylaws. Any other individual member of any chapter
may attend the Annual Business Meeting as a nonvoting observer.

SECTION- 2: PROXIES:

Any member chapter, if unrepresented at the Annual Business Meeting by a delegate or alternate
from among its own active individual members, may designate as its proxy holder, in writing,
any active individual member of any other member chapter. Upon presentation of proper
credentials, such proxy holder shall have the right to vote for the chapter represented in addition
to any other right to vote which such proxy holder may have. All forms of proxy designation
must conform to rules set from time to time by the BOD in compliance with the District of
Colombia Nonprofit Corporation Law. All proxy-holders must be in good standing with BIEMF
under Article VIII, Sec. 8, of these Bylaws.

SECTION- 3: VOTING BY DELEGATES AT LARGE:

Each delegate at large, as defined in Article VIII, Sec. 1, Paragraph (b), in good standing with
BIEMF on the record date established by Article VIII, Sec. 8, shall be entitled to one (1) vote at
any ABM at which he or she is present. Delegates at large may not vote by proxy. The authority
of each delegate at large shall be evidenced by a credential certificate on a form furnished by the
Executive Director, under the authority and supervision of the BOD.

SECTION- 4: RESOLUTIONS:

a) For proposed amendments to the Articles of Incorporation, these bylaws, or the member
Chapter Constitution, a proposed resolution embodying the same must be presented in writing to
and received by the BOD no later than December 31 before the ABM, except formatters
submitted by the Board of Directors, reports of other officers, and courtesy resolutions of thanks
and appreciation, or unless otherwise ordered by the BOD or by unanimous consent of the ABM.
Resolutions shall be in substantially the following form: "The ABM of BIEMF hereby
RESOLVES that…” bylaw amendment resolutions are subject to additional requirements set
forth of these Bylaws. No proposed amendment to the Articles of Incorporation shall be
submitted to the voting members without first receiving approval by the BOD.

Created on 01/01/2008(for internal use only) 24


(b) No other matter shall be acted upon by the ABM unless a proposed resolution embodying the
same shall have been presented in writing to the BOD by December 31 before the ABM.
Resolutions shall be in substantially the following form: "RESOLVED that the Annual Business
Meeting of BIEMF recommends to the BOD that..."

(c) The BOD shall make its recommendations on those resolutions that proceed to the Annual
Business Meeting for such action as the voting membership of this organization may determine.
Any resolution not presented in writing to the BOD in full compliance with this section will not
be eligible for submission and shall not be submitted to the ABM unless the BOD, in its sole
discretion, decides to handle the resolution otherwise.

(d) Any motion or resolution to suspend the rules at the ABM shall require a two-thirds vote of
the votes cast in person (or, in the case of member chapter, by proxy), and shall not operate to
suspend or set aside any provision of these bylaws except by unanimous consent.

SECTION- 5: VOTING:

Voting at the ABM shall be limited to accredited delegates representing member chapters or their
alternates, proxy holders for chapters, and delegates at large. Voting may be by ballot or voice
vote, as called for by the presiding officer, except that elections of officers and directors shall be
by secret ballot, unless a secret ballot is dispensed with by unanimous vote of the voting
membership. If the secret ballot is dispensed with in the case of an unopposed candidate, the
secretary of the meeting may be instructed to vote a single ballot for that candidate. Every
decision or act made or done by a majority of the votes cast in person (or, in the case of member
chapters, by proxy) at an ABM or other duly held meeting of the voting membership at which the
required quorum is present, is the act of the members, unless the law, the Articles of
Incorporation of this organization, or these bylaws require a greater number.

SECTION- 6: NOTICE:

HQ shall give notice of each meeting of the voting membership, including the ABM, to each
voting member who, as of the record date for notice of the meeting (see Article X, Sec. 8), would
be entitled to vote at such meeting. The notice shall be delivered to the last address provided by
the voting member to this organization for purposes of notice, either personally or by telegram,
telephone, facsimile transmission, or mail not less than eighty (80) nor more than ninety (90)
days before the date of such meeting.

The notice shall state the place, date, and time of the meeting and (a) in the case of special
meetings, the general nature of the business to be transacted, and no other business may be
transacted; or (b) in the case of the ABM, the names of all those who are nominees for officer
and director positions as of the date of the notice, and those matters which the BOD, as of the
date of the notice, intends to present for action by the voting members, but any proper matter
may be presented at the ABM for such action.

Created on 01/01/2008(for internal use only) 25


Unless the vote of the voting membership is unanimous, any of the following votes shall be valid
only if the general nature of the action approved was stated in the notice of the meeting at which
the vote occurred: (a) to remove a director without cause; (b) to fill a vacancy on the BOD; (c) to
amend this corporation's bylaws; (d) to amend this corporation's Articles of Incorporation; or (e)
to voluntarily dissolve this corporation.

ARTICLE XII
Quorum:

SECTION- 1: ANNUAL BUSINESS MEETING, SPECIAL MEETINGS, and MAIL VOTES:

(a) Both one-third of all the votes held by voting members of BIEMF, and one-third of the
member chapters, represented either in person or by delegates, alternates, or (in the case of
member chapter) proxy holders, shall be required to constitute a quorum for the transaction of
business at the ABM, at special meetings of the voting membership, and for mail votes of the
voting membership.

(b) A meeting at which the required quorum is initially present may continue to transact business
notwithstanding the withdrawal of enough voting members or member chapters to leave less than
the required quorum, so long as any action taken thereafter is approved by at least a majority of
both required quorum numbers of votes held by voting members and member chapters.

SECTION- 2: BOARD OF DIRECTORS:

A majority of the authorized number of directors, which must include the chairman or a vice
chairman, shall constitute a quorum at any meeting of the BOD.

SECTION- 3: COMMITTEES:

A majority of the members of any standing or other board committee shall constitute a quorum,
except that a quorum for the Executive Committee shall be four (4) of the five (5) members who
have voting rights.

ARTICLE XIII
Revenue:

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SECTION- 1: SOURCE:

The operations of BIEMF shall be financed by membership dues, new individual member fees,
fundraising, charter fees, and sales of literature and any other sources of revenue. The
organization’s fiscal year shall begin January 1.

SECTION- 2: MEMBERSHIP DUES PAYMENT:

(a) Each member chapter shall pay an annual membership dues payment of $125.00 per year; per
individual member and $200.00 per year; per family in a chapter to a chapter. One time
enrollment fee of $35.00 per person (for both individual and family) shall be paid in advance to
directly to the BIEMF, due November 01 of each year, based on the total individual membership
of the chapter as of those dues renewal report dates. A chapter must send $65 per individual of
its members and $100 per family of its members. At the time that a new individual member is
admitted into a chapter, the chapter shall remit to BIEMF a new member fee, as determined by
the BOD from time to time, and for the period commencing with the month of the person's
admission and ending on the next dues renewal report date. The BOD of BIEMF shall assess the
geographical location of the member region to determine the membership fee.

(b) The president or secretary of each member chapter shall prepare, on forms furnished by HQ,
a list of the names and mailing addresses of all individual members, and shall forward the list to
HQ, with remittance for the membership dues payment required, to be received at HQ no later
than October 15 each year. Any chapter which fails to forward the remittance for a new
individual member within sixty (60) days after admission of the new member, or fails to forward
its semiannual remittance by December 31 for the upcoming year period and shall be delinquent
and not in good standing so long as the indebtedness remains unpaid. Such delinquency may be
considered cause for HQ to suspend or to terminate the member chapter in accordance with
policies and procedures prescribed by the BOD from time to time. The semiannual report shall
also contain a list of all individual members dropped since the previous report, and such other
information and data as may be required by the BOD.

(c) The secretary of a member chapter shall, on request of an individual member in good
standing, furnish such person with a letter or card showing the date to which the individual
member's membership dues payment is made, which will entitle the person, when transferring to
another chapter, to do so without paying to the other chapter any membership dues payment for
that semiannual period.

SECTION- 3: OFFICIAL PUBLICATION:

The BIEMF magazine shall be the official publication of BIEMF. No change in the member
chapter' financial obligations to this organization shall be effective until the date of publication.

SECTION- 4: COLLECTION OF MEMBERSHIP DUES PAYMENTS:

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The BOD shall establish, and may modify from time to time, policies and procedures for the
collection of membership dues payments from member chapters, including peroration of new
chapters' payments and other appropriate measures.

ARTICLE XIV

Miscellaneous:

SECTION- 1: EMBLEM:

The emblem of BIEMF shall be circular in design bearing the words, “Badr” and "BIEMF"
around its border, and in the center the replica of the Qur’an, and circularly therein the phrase
"Badr International Ethiopian Muslims Federation” in Amharic.

SECTION- 2: SEAL:

The seal of the organization shall bear the inscription: "BIEMF."

SECTION- 3: EMBLEMS, MARKS, AND COPYRIGHTS:

Ownership of the emblem, the insignia, and all other trademarks, service marks, trade names,
and copyrights created or obtained by BIEMF shall be vested irrevocably in BIEMF, its
successors or assigns.

SECTION- 4: INSIGNIA:

The insignia of BIEMF may be worn by any individual member of a member chapter, so long as
the person is in good standing with this organization under Article VIII, Sec. 8, above. No one
shall have the right to produce or have produced for distribution to others articles bearing the
name, emblem, insignia, or other mark of BIEMF or any colorable imitation thereof, except by
official designation from the BOD of BIEMF.

SECTION- 5: RULES OF ORDER:

(a) Robert's Rules of Order Newly Revised shall be used for parliamentary procedure, but the
holly Quran and sunah is the final authority as to parliamentary procedure, insofar as they do not
conflict with any provisions of the Articles of Incorporation, these Bylaws, policies or
procedures adopted by the BOD or the voting membership, or laws applicable to nonprofit
organization.

Created on 01/01/2008(for internal use only) 28


(b) A parliamentarian may be appointed by the president at each meeting of the Board or of the
voting membership.

SECTION- 6: CONTRACTS, NOTES, AND CHECKS:

All contracts entered into on behalf of this organization, and, except as otherwise provided by
law, every check, draft, promissory note, money order, or other evidence of indebtedness of this
organization, including its districts, shall be signed only by that person or those persons on
whom such power has been conferred by the BOD.

SECTION- 7: ANNUAL REPORTS TO DIRECTORS AND VOTING MEMBERSHIP:

Within 120 days after the end of this organization's fiscal year, the Executive Committee shall
furnish a written report to all of the directors and to the voting members containing the following
information:

(1) The assets and liabilities, including the trust funds of this organization, as of the end of the
fiscal year;

(2) The principal changes in assets and liabilities, including trust funds, during the fiscal year

(3) The revenue or receipts of this organization both unrestricted and restricted for particular
purposes, for the fiscal year;

(4) The expenses or disbursements of this organization, for both general and restricted purposes,
for the fiscal year; and

(5) Any information required by the District of Colombia Non Profit Corporations Code.

The foregoing report shall be accompanied by any report thereon of independent accountants.

SECTION- 8: ELECTRONIC TRANSMISSIONS:

Unless otherwise provided in these bylaws, and subject to rules or policies approved by the BOD
from time to time, the terms "written" and "in writing" as used in these bylaws include any form
of recorded message in the English language capable of comprehension by ordinary visual
means, and may include electronic transmissions, such as facsimile or e-mail, provided (i) for
electronic transmissions from the organization, the organization has obtained an unprovoked
consent from the recipient to the use of such means of communication; (ii) for electronic
transmissions to the organization, the organization has in effect reasonable measures to verify
that the sender is the individual purporting to have sent such transmission; and (iii) the
transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly
legible tangible form.

Created on 01/01/2008(for internal use only) 29


ARTICLE XV
Amendments:

SECTION- 1: WITH NOTICE:

These bylaws may be amended at any ABM or special meeting of BIEMF by a two-thirds vote
of the votes cast in person or (in the case of member chapters) by proxy. Proposed amendments
may be placed before the voting membership as follows:

(a)Proposed amendments may be submitted by the BOD to the voting membership of BIEMF at
any time up to sixty (60) days before the ABM or special meeting at which they will be
considered.

(b)Proposed amendments may also be submitted by voting members to the ABM of BIEMF in
the following manner: Proposed amendments must be presented in writing to and received by the
BOD no later than December 31 before the ABM at which they are to be submitted, in
compliance with these bylaws. If the amendment is proposed by one or more member chapters,
each chapter shall have approved the proposed amendment by the vote of at least two-thirds of
the active individual members of the chapter present and voting at a chapter business meeting at
which a quorum is present; such approval shall be evidenced by a certificate containing the
proposed amendment signed by all the active individual chapter members who voted to approve
the proposed amendment. If the amendment is proposed by a delegate at large, such proposal
shall be evidenced by a certificate containing the amendment and bearing the signature of the
delegate at large. Each proponent shall submit such a certificate to the BOD no later than the
December 31 deadline. The proposed amendment shall be placed before the voting members of
BIEMF only if the proposed amendment and certificate(s) are presented to and received by the
Board no later than December 31 and one of the following conditions is met:

(1) The BOD votes to place the proposed amendment before the voting membership; or

(2) The amendment is proposed by at least one percent (1%) of all the votes held by the
voting membership of BIEMF; or

(3) (i) the proponent(s) of the amendment agree to bear the full reasonable administrative
cost to BIEMF of submitting the proposed amendment to the voting membership for a vote;
and (ii) no other bylaw amendment proposed by any proponent of the amendment shall be
placed before the voting membership at the same meeting; and (iii) if an amendment on
substantially the same subject has been voted on by the voting membership within five (5)
calendar years before the meeting at which the amendment will be submitted, such prior
proposed amendment shall have received no less than thirty percent (30%) of the votes cast;
provided that no proposed amendment shall be placed before the voting members if it has
been rendered moot; substantially duplicates or is encompassed by another proposed

Created on 01/01/2008(for internal use only) 30


amendment at the same meeting; is illegal; is designed to further a personal claim, grievance,
or interest; is beyond the power of this organization to effectuate; or is not a proper subject for
Bylaws under the District of Colombia Non Profit Corporation law.

(c) Notice of any proposed amendments to be submitted to the voting membership of BIEMF for
a vote shall be mailed by the Executive Director to each voting member at least sixty (60) days
before the meeting, together with any recommendation of the BOD thereon. Any such
recommendation shall also be presented to the voting members at the meeting before the vote is
taken on the proposed amendments. No amendments to the proposed amendment may be made
during the meeting or at any time after sixty (60) days prior to the meeting.

(d) Any amendment to these bylaws which would materially and adversely affect the rights of
either the member chapters as a class, or the delegates at large as a class, as to voting or transfer
of membership rights, in a manner different than such amendment affects the other class, shall
require the approval of a two-thirds vote of the class affected, based on the number of votes from
that class cast in person or (in the case of member chapters) by proxy.

(e) In the event of two or more bylaw amendment proposals presented to the same meeting of
members, which the Board determines to be in conflict with each other, only the proposal
receiving the highest majority of votes cast shall be adopted.

SECTION- 2: WITHOUT NOTICE:

These bylaws may be amended at any voting membership meeting by a unanimous vote of the
voting membership without previous notice.

ARTICLE XVI

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Certification:

The constitution were adopted and approved at a meeting of the Board of directors at the ACM by a thirds majority
vote on July 24, 2008.

Signature: ______________________________________________ Date: __________


BOD Secretary

Current BOD of BIEMF Approval signing form

Created on 01/01/2008(for internal use only) 32


1. _______________________, Chairman
Signature: __________________________ Date: _______________

2. _______________________, Vice Chairman


Signature: __________________________ Date: _______________

3. _______________________, Sectary
Signature: __________________________ Date: _______________

4. _______________________, Treasurer
Signature: __________________________ Date: _______________

5. _______________________, Member
Signature: __________________________ Date: _______________

6. _______________________, Member
Signature: __________________________ Date: _______________

7. _______________________, Member
Signature: __________________________ Date: _______________

8. _______________________, Treasurer
Signature: __________________________ Date: _______________

9. _______________________, Member
Signature: __________________________ Date: _______________

10._______________________, Member
Signature: __________________________ Date: _______________

Created on 01/01/2008(for internal use only) 33


11._______________________, Member
Signature: __________________________ Date: _______________

12._______________________, Treasurer
Signature: __________________________ Date: _______________

13._______________________, Member
Signature: __________________________ Date: _______________

14._______________________, Member
Signature: __________________________ Date: _______________

15._______________________, Member
Signature: __________________________ Date: _______________

16._______________________, Treasurer
Signature: __________________________ Date: _______________

17._______________________, Member
Signature: __________________________ Date: _______________

18._______________________, Member
Signature: __________________________ Date: _______________

19._______________________, Member
Signature: __________________________ Date: _______________

20._______________________, Member
Signature: __________________________ Date: _______________

Created on 01/01/2008(for internal use only) 34

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