Article 1: PREAMBLE
NASIMCO shall be an umbrella organization existing to serve and guide its constituent members to foster unity and promote religious, educational, social and economic advancement of the communities. It shall seek to achieve this unity of purpose By coordinating requisite policies and functions, By facilitating exchange of ideas and experiences, By channeling resources in support of individual and joint member initiatives, and By liaising with Muslim and non-Muslim organizations primarily within North America and peripherally beyond.
Article 2: TITLE
A not for profit organization of North American Shia Ithna-Asheri Muslim Communities is hereby established, and shall hereafter be referred to as NASIMCO.
Article 3: AIMS AND OBJECTIVES
- To teach, promote and propagate the Shia Ithna-Asheri faith.
- To collect and disburse zakats, khums, other religiously sanctioned funds, and charities within the guidelines of the Shia Ithna-Asheri sharia.
- To raise, receive, invest and create funds in furtherance of its objectives. It shall also have the power to buy, sell, lease, build and own properties.
- To coordinate, facilitate and initiate activities that promote, unify and advance the social, economic, educational and religious interests of the constituent members.
Article 4: MEMBERSHIP
- Shia Ithna-Asheri communities established in Canada, the Caribbean countries and the United States may apply for membership.
- For purpose of this clause membership shall be defined as those organizations established as religious, non-profit organizations, as recognized by the applicable local law and so registered with the local governmental bodies.
- Such organizations, as defined in Article 4 (2), may apply for membership to the Honorary Secretary of NASIMCO. The applicant shall provide the Honorary Secretary with the following documents:
- A copy of the member's by-laws;
- Appropriate legal registration and charter documents;
- Roster of officers; and
- List of members.
- A copy of the most current approved financial statement.
- The Honorary Secretary shall present the application at the next Conference with the Executive Council's recommendation to the Conference to accept or deny the application. The Conference shall decide on a simple majority of the delegates present. The Conference may in its absolute discretion accept or refuse any such application.
- An organization whose membership application is accepted shall become a member effective at the conclusion of the Conference and upon receipt of the subscription.
- An organization whose membership application is denied membership may reapply after a wait of at least two years from the date of last application.
- NASIMCO shall affiliate with a parent organization(s) of regional bodies having similar aims.
- A current constituent member who at the time of this adoption of this amended constitution is not considered a membership-based organization with an elected executive from among the membership shall have ninety days upon notification by the Secretary to amend its charter to comply with providing the documents stated in Article 4 (3). Failure to comply will result in this constituent member being deemed as a member under the first tier as stated in Article 5 (6)(a).
Article 5: SUBSCRIPTION
- Each constituent member shall pay an annual subscription in advance for the ensuing calendar year. Subscription shall become due by January thirty-first of every year. All subscriptions shall be paid to the Honorary Treasurer.
- The subscription shall be determined by a simple majority of the delegates present at a Conference, where the said item has been placed on the agenda.
- Any member who fails to remit their subscription, including all outstanding arrears, by the due date shall forfeit their voting privileges for the ensuing year.
- A member who has resigned shall have their voting privileges restored after re-application and acceptance of their membership, and when all subscriptions, arrears and subscriptions that would have otherwise been due from the date of resignation are paid in full.
- For verification purposes a constituent member, upon request by the Secretary, shall provide the Executive Council with its most recent financial statement and/or list of membership.
- The subscription shall be assessed in five tiers. A base shall be first determined.
- A constituent member comprising less than twenty-five members subscribing in their respective organization shall pay one-half of the base subscription.
- A constituent member with twenty-five to one hundred members subscribing in their respective organization shall pay the base subscription.
- A constituent member with one hundred-and-one to four hundred members subscribing in their respective organization shall pay twice the subscription base.
- A constituent member with four hundred-and-one to seven hundred members subscribing in their respective organization shall pay thrice the subscription base.
- A constituent member with over seven hundred members subscribing in their respective organization shall pay four times the subscription base.
Article 6: POWERS OF NASIMCO
- NASIMCO shall act through the instrumentality of the Conference and the Executive Council.
- The Conference shall establish a Secretariat at a place of its determination
- NASIMCO shall have the power at its Conference to make rules and regulations by a simple majority, unless expressly stated otherwise in this constitution. These rules and regulations shall be binding upon constituent members, provided that such actions are not contrary to the aims and objectives stated in Article 4 and contrary to the Shia Ithna-Asheri sharia.
- The Conference shall have the power to amend the constitution by a majority of at least two-thirds of the delegates present and representing at least one-third of the number of constituent members. However the constitution may only be amended or replaced upon a motion by the Executive Council or a written request from a member to the Honorary Secretary at least ninety days prior to a Conference and that this matter is expressly placed on the agenda. No amendment, repeal or replacement of the constitution shall be entertained under any other item of agenda.
- The Conference shall have the power to confirm, reverse, alter and defer decisions of the Executive Council and any committees or sub-committees, as well as its own previous decisions.
- The Conference shall have the power with a two-thirds majority of the delegates present to reprimand, suspend or dismiss a member, after granting a hearing to such a member, for a cause deemed detrimental to the aims and objectives stated in Article 3. The hearing will be at the Conference by a representative of the member under due consideration and will avail the member an opportunity to defend the cause for such action, if it so chooses.
- The Conference and/or the Executive Council shall have the power to appoint ad hoc Advisory committees to study and recommend policies and actions that will advance the aims and objectives of NASIMCO.
Article 7: MEETINGS and MEETING NOTICES
- Meetings of the entire membership of NASIMCO shall be known as "Conference".
- The Conference shall meet every year in the second quarter.
- The Conference shall be convened by the Executive Council.
- The Honorary Secretary shall notify members of the date and place at least ninety days before the Conference.
- Each member shall be entitled to add items to the agenda if submitted at least sixty days prior to the date of the Conference.
- The Honorary Secretary shall notify the members of the agenda of the Conference at least thirty days prior to the date of the Conference.
- At least ninety days prior to the convening of the Ordinary Conference and at least thirty days prior to the convening of the Extraordinary Conference, the Honorary Secretary shall when so directed by the Executive Council send a written notice to each member of NASIMCO. Such notice shall specify the date and place of the Conference and the agenda of the business set down by the Executive Council for the Conference.
- Such notice shall be deemed to have been properly given hereunder upon posting of the notice by airmail, facsimile or electronic mail to each member as its last known address as notified to the Secretariat by such member. It shall be the duty of each member to notify the Secretariat of any changes in its address and to ensure that the Secretariat has at all times the correct address of such member. No meeting of the Conference shall be rendered irregular by reason only of the non-receipt of such notice by any member where such notice has been duly given.
- All other Conferences shall be known as "Extraordinary Conference".
- The Extraordinary Conference may be called by
i. The Executive Council upon passing a resolution by two-thirds majority of the entire Executive Council stating the purpose of the Extraordinary Conference.
ii. A petition, stating the purpose of the Extraordinary Conference, signed by at least twenty five percent of the number of constituent members with current standing (no outstanding dues) and submitted to the Honorary Secretary.
- The Honorary Secretary shall notify the members of the said purpose of the Extraordinary Conference within thirty days of receiving the petition or the Executive Council resolution. The Honorary Secretary shall notify members the date and place of the meeting at least thirty days prior to the date of the Conference. The Extraordinary Conference shall be held within sixty days of members being notified of the Extraordinary Conference.
- The Extraordinary Conference may be called by
- Robert's Rules of Order shall be advisory in matters of procedures. However the Conference may adopt procedures based on its own motions for a given Conference.
- The chairperson of all meetings (Conferences, Executive Council, and Committees) shall have in deliberative matters a vote to break a tie.
- All Conferences and Executive Council meetings shall be open to constituent members and their memberships. However, the right to vote at all Conferences and Executive Council meetings shall be restricted to eligible voting constituent members.
Article 8: QUORUM
- The quorum at all Conferences shall be one-third of the number of eligible constituent members.
- The quorum at all Executive Council meetings shall be fifty-one percent of the Executive Council and a minimum of two members from among the President, Vice-President, Honorary Secretary or Honorary Treasurer.
- At the commencement of a Conference, the Honorary Secretary shall determine such a number and inform the Conference or the Executive Council if a quorum has been satisfied.
- If a quorum is not satisfied, the membership present at such a meeting shall determine the place and date of the next meeting to transact the agenda no earlier than thirty days of such date and inform the Honorary Secretary to notify the membership. At the subsequent meeting the quorum shall be deemed to be satisfied.
Article 9: DELEGATES
- The transactions of the Conferences shall be deliberated and decided by delegates present at the Conference.
- Each constituent member shall be entitled to a number of delegates as follows:
- A constituent member comprising less than twenty-five members subscribing in their respective organization shall be entitled to one delegate.
- A constituent member with twenty-five to a hundred members subscribing in their respective organization shall be entitled to two delegates.
- A constituent member with one hundred-and-one to four hundred members subscribing in their respective organization shall be entitled to four delegates.
- A constituent member with four hundred-and-one to seven hundred members subscribing in their respective organization shall be entitled to seven delegates.
- A constituent member with over seven hundred members subscribing in their respective organization shall be entitled to ten delegates.
- Delegates shall be members in current standing for at least one year of the constituent member when the subscriptions to NASIMCO are due by January thirty-first of every year.
- Only constituent members with no outstanding subscriptions due shall be entitled to be represented by their delegates.
- Constituent members may select delegates from amongst their membership based on their own procedures.
- Each member of the Executive Council shall be considered a delegate.
- Retiring members of the immediate past Executive Council shall be considered delegates at a Conference where the term of the Executive Council has expired.
Article 10: ELECTIONS and ELIGIBILE CANDIDATES
- Each eligible delegate present at the Conference shall be entitled to one vote.
- All election votes in contested offices shall be by secret ballot, unless there is unanimous consent of the delegates present.
- If there are more than two candidates contesting an office, and if no candidate receives more than fifty percent of the vote, the two highest vote recipients shall contest the office again.
- In the event of a tie vote, the position shall again be contested until the tie is broken.
- Candidates for office must be members in current standing of one of the constituent members.
- The President, Vice-President, Honorary Secretary and Honorary Treasurer shall not hold concurrent elected office with a constituent member.
- The candidate for President must be nominated by a constituent member and the candidate must submit his or her nomination in writing to the Honorary Secretary at least forty-five days before the date of the election. If at least one nomination is received forty-five days before the date of the election, then all further nominations shall be closed.
- The Honorary Secretary shall notify the constituent members of all nominations received at least thirty days before the date of the election.
- If no nomination(s) are received by the prescribed dates, the Honorary Secretary shall so notify the constituent members and the election of the President, along with other offices, shall be held at the Conference from amongst eligible candidates present.
- Eligible candidates for elective office must be present but need not be delegates at the Conference.
- At a Conference where the Executive Council is elected, the election shall be the last item of agenda. Before an election is exercised, the delegates shall elect amongst themselves an Election Chairperson. Upon election of the Election Chairperson the Executive Council's term shall be deemed to have expired, including that of all committees appointed during such term. Upon election of the succeeding Executive Council the new officers shall assume office and the position of the Election Chairperson shall be deemed expired for that Conference.
- The Election Chairperson shall
- Be a delegate;
- Neither be holding NASIMCO office nor contesting any;
- Conduct the election in a fair and impartial manner; and
- Not cast any election ballot.
- Where NASIMCO is affiliated with another organization NASIMCO shall cast eligible votes for the presidency of the affiliated organization, if contested by at least two candidates, based on the ballots of eligible constituent votes and Executive Council.
- In such an event the Honorary Secretary shall notify the constituent members of the candidates and seek written ballots (postal, fax, electronic) at least thirty days, or earlier if applicable, before NASIMCO's votes are due.
- The Honorary Secretary shall make proportional representation of NASIMCO 's votes based on ballots received from the constituent members, and shall notify the constituent members within fifteen days of the results thereto.
- Where NASIMCO is affiliated with another organization and the majority of the Executive Council deems a matter significant in order to cast NASIMCO's votes in the said deliberation, then NASIMCO shall cast its votes based on the procedure in Article 10(11).
Article 11: EXECUTIVE COUNCIL
- NASIMCO shall be managed by an Executive Council comprising of
- Honorary Secretary;
- Honorary Treasurer;
- Four Constituent Councilors from the top four tiers of subscription as per Article 5 (6)(b) through (e) to the extent that these tiers exist at the beginning of the Conference;
- Four elected Executive Councilors;
- Two Presidential Councilors nominated by the President.
- Each Executive Council member shall hold office for a term of approximately three years.
- No one shall serve more than two full consecutive terms in the same office. A partial term to fill a vacancy shall not be deemed a full term.
- A constituent Councilor shall be elected from amongst the delegates present at a Conference who is a member of his/her organization. The Honorary Secretary shall determine the list of eligible constituent members at each of the top four subscription tiers as per Article 5 (6)(b) through (e) to the extent that these tiers exist at the beginning of the Conference. If such a representation cannot be fulfilled at the Conference then the President shall appoint, with a majority approval of the then constituted Executive Council, from amongst members of the constituent members.
- The Secretary shall be appointed by the President from among eligible members of constituent members and approved by a simple majority of the Executive Council. The Secretary cannot be discharged by the President without approval of the simple majority of the Executive Council.
- The President in nominating the two Presidential Councilors shall have regard to balance of the memberships of constituent members.
- The Executive Council shall execute the decisions of the Conference.
- The Executive Council shall have the power to appoint such committees as may be necessary and to assign such duties and to delegate to them such powers as may be deemed necessary.
- The Executive Council shall have the power to discuss, formulate and recommend to the Conference such policies and/or actions as are likely to attain the aims and objectives of NASIMCO.
- The Executive Council shall meet at least once every quarter.
- The Executive Council shall prepare a budget annually for approval by the Conference.
- The Executive Council shall have the authority to incur reasonable expenses as approved in the budget.
- Any member of Executive Council incurring expenses outside the budget shall have the same approved by a majority of the entire Executive Council before incurring the expense for the expense to be reimbursable.
Article 12: FILLING ELECTIVE VACANCIES
- A member of the Executive Council shall vacate his/her office if
- He/She resigns;
- He/She is convicted of a felony or an indictable offence;
- He/She ceases to be Shia Ithna-Asheri; or
- He/She fails, without good and sufficient cause, to attend three consecutive meetings.
- If the office of the President becomes vacant the Vice-President shall fill it for the remainder of the term.
- Any other office becoming vacant shall be filled by a nomination by any Executive Council member and approved by a majority of the Executive Council.
- The Executive Council shall consider to have been dissolved if
- The President and Vice-President both resign effective concurrently;
- At least two-thirds of the Executive Council resigns; or
- An Extraordinary Conference is convened, as per Article 7 (5)(a)(ii), expressly for the purpose of dissolving the Executive Council and a majority of the delegates present, and representing at least one-third of the number of constituent members, at such a Conference vote on a resolution to that effect.
- If the Executive Council has dissolved as per Article 12 (4) the Honorary Secretary shall so notify the constituent members and convene an Extraordinary Conference for the purpose of electing a new Executive Council.
- If at a Conference or Extraordinary Conference an Executive Council cannot be formed, then the delegates present shall form a Caretaker Committee to manage NASIMCO until the next Conference (scheduled in the second quarter of every calendar year) or as directed by the Conference, whichever is earlier.
- If the Executive Council is dissolved mid-term, the succeeding Executive Council shall have a term that is a remainder of the previous Executive Council's tenure. In such a case this abbreviated term shall not be considered a full term.
Article 13: RESPONSIBILITIES OF EXECUTIVE COUNCIL
- The President shall be the chairperson of all Executive Council meetings and Conferences. In his/her absence the Vice-President shall assume the chair.
- The President shall manage the Secretariat established by the Conference.
- The President shall coordinate the implementation of the decisions or directives resulting from the Conference.
- The Vice-President shall be the liaison with all non-constituent organizations.
- The Honorary Secretary shall
- Prepare the agenda and notification of all meetings in consultation with the President;
- Record and maintain minutes;
- Maintain and update annually the membership records;
- Attend to and maintain correspondences; and
- Serve as the Parliamentarian
- The Honorary Treasurer shall
- Be responsible for all financial transactions of NASIMCO and maintain full and proper financial records;
- Forthwith deposit all NASIMCO monies with the bankers, as directed by the Executive Council;
- Collect subscriptions from constituent members;
- Prepare an annual budget for the ensuing year for approval by the Executive Council and the Conference;
- Present interim financial statements on a quarterly basis, and within forty-five days of the closing of the quarter, to the Executive Council, and shall submit the same for inspection of the Conference as and when required;
- Sign all checks and all other financial documents and shall present for counter signature to the President, or in his/her absence, the Vice-President; and
- Present at the Conference audited accounts comprising income and expense statement, balance sheet and supporting notes thereof for the year ending December thirty-first; and
- Install and implement internal control and procedures of all financial records of NASIMCO.
Article 14: AUDITORS
- The Auditor(s) shall be appointed at a Conference and they:
- Shall not be delegates of the Conference.
- Shall have the power to inspect the accounts of NASIMCO as and when they deem necessary, and report to the Executive Council and the Conference;
- Shall be required to perform an annual audit, by March thirty-first, and report to the Executive Council and the Conference.
Article 15: DISSOLUTION
- NASIMCO may at any time be dissolved by consent of at least ninety percent of the number of constituent members testified by their signatures to an instrument of dissolution provided that a resolution to this effect has been adopted at an Extraordinary Conference called for such a purpose.
- In the event of the dissolution of NASIMCO, assets of NASIMCO shall be handed over, on such terms and conditions, and to such other organization or organizations having similar aims and objectives as NASIMCO, as determined by the majority of delegates present at the said Conference.
Article 16: CERTIFICATE OF ADOPTION
The undersigned Caretaker Committee of NASIMCO does hereby certify that the above and forgoing constitution was duly adopted by the members of NASIMCO thereby superseding in entirety all previous versions, and any amendments thereto,
On this date of _____________
Sultan Davdani Shabir Karim, Chairman, Coordinator of Constitution Task Force Caretaker Committee Caretaker Committee