BY-LAWS OF FLORIDA MUSLIM BAR ASSOCIATION (FMBA)
The Florida Muslim Bar Association (the “Association” or “FMBA”) shall be governed by these By-Laws until further revision or amendment by majority vote of the Board. Membership in the Association shall be subject to the terms, conditions and provisions of these By-Laws.
ARTICLE I - NAME
The name of this corporation shall be the “Florida Muslim Bar Association”.
ARTICLE II - MISSION STATEMENT
The FMBA will strive to foster a community of legal professionals with the highest standard of integrity and honor, promote the equal administration of justice, and encourage diversity in the legal system.
ARTICLE III - PURPOSE AND OBJECT
• To organize and represent Muslim attorneys in Florida and to advance the goals, needs and interests thereof;
• To encourage entry into the legal profession for Muslim men and women;
• To assist law student Members in the furtherance of their legal careers and in their continued involvement in this Association.
• To facilitate communication and the sharing of resources among Muslim attorneys, promote education on issues relevant to Muslim attorneys, and take all other steps necessary to further the professional development of Muslim attorneys in Florida;
• To promote Muslim participation in American executive, legislative, and judicial decision-making processes; and
• To improve the position of the Muslim community at large by addressing issues affecting the local and national Muslim population, educating the local and national community about matters affecting the Muslim community, advancing and protecting the rights of Muslims in America, and creating an environment that helps guarantee the full, fair and equal representation of Muslims in American society;
In pursuing these objectives, the Association shall have the powers to do all things necessary, proper, and consistent with maintaining its status under law. The Association shall work with other organizations regardless of racial, national, or religious background to realize these objectives.
The Association is a non-profit public benefit entity and the Association’s property, assets, profits and net income are dedicated irrevocably to these objectives.
ARTICLE IV - MEMBERSHIP
SECTION 1. Membership Categories
Membership in this Association shall consist of the following categories:
A. Full Members - Members in good standing of any organization of any state charged with regulation of the practice of law shall be eligible for full membership in this Association, upon acceptance of application and payment of dues. Such members shall have all the privileges of this Association, including the right to vote and hold office. This section is subject to Section 2 of this Article.
B. Honorary Members - The Board of Directors (the “Board”) may from time to time choose persons as honorary members of the Association. Honorary members shall be entitled to all privileges of the Association, except those of voting and holding office, and shall be exempt from payment of dues.
C. Student Members - Any law student shall be eligible for a student membership upon enrolling in and attending an accredited law school, which membership shall be available until said student is admitted to practice law in any state. Student members shall not be entitled to vote or hold office and shall pay membership dues as set by the Board.
SECTION 2. Maintaining Membership in the Association
Continuation of membership in the Association shall be governed by the following:
A. Suspension or Removal of Membership privileges - Any Member may be expelled, censured, or suspended from membership for cause upon a vote of a majority, plus one of the Board of Directors at a Board of Directors meeting. “Cause” shall be defined as: 1. gross negligence; 2. willful misconduct; 3. such other reason(s) as deemed appropriate by the Board under the circumstances, including but not limited to, a vote of no confidence by the Board.
Written notice of the intention to expel, censure, or suspend and reasons therefore shall be provided to the affected Member at least thirty (30) days prior to the meeting date. Electronic means of communication to the last known address as appears on the membership rolls shall constitute such notice. No Member shall be expelled, censured, or suspended without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.
B. Reinstatement - Reinstatement of membership for a suspended or removed member may be accomplished by the filing of a new application subject to the provisions of Article IV, Section 1.
ARTICLE V - - FISCAL YEAR
The fiscal year of this Association shall commence on July 1st and shall end on June 30th of the next year.
ARTICLE VI - DUES
SECTION 1. Amount of Dues
A. Full Members - Annual dues for members, including but not limited to, full members and student members, shall be determined for the next fiscal year by the Board not less than sixty (60) days prior to the beginning of the fiscal year. A dues payment schedule shall also be determined by the Board at this time, if the Board determines that such payment schedule is appropriate.
B. Honorary Members - Honorary members shall be exempt from the payment of dues.
SECTION 2. Payable Date
Annual dues shall be payable on or before the commencement of the fiscal year of the Association. The new dues schedule shall be communicated to the membership no later than sixty (60) days prior to the beginning of the fiscal year. Any member whose dues for the current fiscal year are not paid by the 30th day of that fiscal year shall not be in good standing with FMBA and shall have their membership privileges suspended until such dues and or any late fees are paid.
SECTION 3. Notification of Default
The Treasurer of the Association shall cause a notification of default to be given to a member who is in default in the payment of dues. Such notification shall be given at least ten days prior to the automatic termination of said membership.
ARTICLE VII - MEETINGS
SECTION 1. Annual Meeting
The Association shall call an annual meeting to conduct elections. At these meetings, all the powers of the Association may be duly exercised and all proper business of the Association transacted.
SECTION 2. Association Meeting Dates and Times
There shall be an annual meeting of the Association on a date to be designated by the Board. Special meetings of the Association shall be called by the President or by any three members of the Board of Directors or by any ten members of the Association, provided notice is communicated to the members of the Association of the time and place of such meeting and the purpose of such meeting at least ten days prior thereto. Regular meetings may be held at times to be determined by the Board and, when so fixed and made known to the membership, no special notice of the purpose of such meetings shall be required. All meetings shall be held at such place and at such hours as the Board may designate.
SECTION 3. Order of Business
The order of business at each meeting of the Association shall be determined by the presiding officer of the meeting.
SECTION 4. Regular meetings of the Board
Regular meetings of the Board shall be held no less than eight times per year at such time and place as the President may schedule. Board Members must be notified of the agenda at least 10 days prior to the meeting; and must be finalized at least two calendar days prior to the said meetings.
SECTION 5. Special Meetings of the Board
Special meetings of the Board may be called by the President. At the request of two members of the Board, the President shall call a special meeting of the Board. Reasonable notice, either verbal or written, shall be given of all special meetings of the Board and special matters to be considered at the special meeting of the Board.
SECTION 6. Board Member Assistance at General/Meetings
Each Board Member, on a rotating basis, shall assist the Vice President and the Treasurer at each general meeting in collecting money and controlling the seating. The Board Members shall be drawn upon in the following order: 1) the Board Members at large; 2) the designated Board positions; then, 3) the Officers in ascending order. The scheduling of the specific meeting(s) for which a Board Member shall assist is the responsibility of the Vice President.
ARTICLE VIII - MANAGEMENT OF THE ASSOCIATION
SECTION 1. Officers
A. Designation of Officers. The Officers of the Association shall consist of the President, Vice-President, Secretary and Treasurer. The terms of office shall be one year, or until a successor takes office. There shall be a sixty (60) day transition period following final election results upon which the new office holders shall begin their duties.
B. Duties of the Officers. Each Officer shall bear the responsibility of maintaining accurate and complete records. Officers have a fiduciary duty to the organization which includes but is not limited to assisting in the transmission of all pertinent organizational information from one administration to the next and cooperating with the incoming administration for the good of the organization. All such records will be preserved indefinitely by the Board.
(I) President - The President shall be the Chief Executive Officer of the Association, shall preside over meetings of the Board and of the Association, call meetings of the Board and serve on the Board of Directors, schedule general membership meetings, obtain CLE credits for the meetings if applicable, create and distribute Board meeting agenda prior to Board Meeting(s) to allow for suggestions, additions and/or changes, shall create all necessary committees not elsewhere provided for, and maintain the corporate book and corporate status of the Association, and shall perform the usual duties incumbent upon a President and delegated by these By-Laws, the Association, or the Board.
(II) Vice President - The Vice President shall perform the duties of the President in the absence of the President and shall perform such other duties as may be delegated by these By Laws, the Association, or the Board. In the event the office of President shall become vacant prior to the expiration of her/his term, the Vice-President shall serve in place of the President for such unexpired term. The Vice-President shall coordinate the monthly meetings including reservations, location, menu, and speakers as necessary. The Vice President may establish a committee which she/he will Chair to assist her/him;
(III) Secretary - The Secretary shall keep a record of all meetings of the Association and of the Board of Directors, shall send out notices at the request of the President or any three members of the Board or any ten members of the Association, shall attend to such correspondence as necessary for the Association, Keep an accurate roll of the names and addresses of the Officers, Board of Directors and Members, and notify Officers and members of committees of their election or appointment, Chair the Membership Committee, shall perform such other duties as requested by the President, and the Board Meeting records shall be forwarded to the Board prior to the next scheduled Board Meeting for review.
(VI) Treasurer - The Treasurer shall collect and disburse all funds of the Association as directed by the Board, shall maintain accurate books of account for the Association, cause to file any tax returns of the Association which may be required, and maintain the tax exempt status of the organization. The Treasurer shall provide a written report, attach a bank reconciliation and a copy of the bank statement at each Board Meeting immediately following the end of the fiscal quarter. The Treasurer shall be charged with maintaining records related to the payment of dues, copies of all payments, disbursements, deposits and funds collected which are subject to inspection by the Board upon reasonable notice. These records shall be delivered to the incoming President and Treasurer at the close of the Treasurer’s term.
SECTION 2. Board of Directors
A. Constitution of Board of Directors - The Board shall consist of the officers, and at-large members appointed by the Board. The officers of the Board shall be nominated and elected as prescribed by these By-Laws and the transition of Board of Directors shall be completed no later than the 60th day of the following fiscal year. At no time shall there be less than 3 nor more than 15 Board Members,
B. Selection and Duties of the Board of Directors – The Duties of each Board Member shall include but not limited to:
• If an officer, fulfilling the duties of the office,
• Maintaining records and materials pertinent to the person’s position on the Boards,
• Serve as Chairperson of a standing committee.
• Attend the minimum of four regular Board Meetings
The records and materials pertinent to each position shall be delivered to the incoming Board Member at the close of her/his term.
C. Quorum – A quorum of the Board shall consist of half the Board Members plus one. If such number is a fraction of vote then the number shall be rounded up. A smaller number may adjourn a meeting not attended by a quorum to a later specific date ‘with notice thereof to all Board Members. A minutes of the business conducted at each Board Meeting shall be given at the next general meeting of the Association at the request of any member of the Association.
D. Vote by the General Membership on action taken by the Board - Half minus one (Minority) of the Board members in attendance at a meeting where an action was taken by the Board Members, may require any action of the Board to be referred to the Association for approval or disapproval. The Minority members must vote for such referral at any Board Meeting or file a petition with the Secretary within seven days after the action. The action will be referred to any meeting of the general membership of the Association,
E. Resignation or Removal - During any Board Member’s term, she/he may resign the position by placing in writing her/his intent to relinquish the position sent to the President. ; or, A Board Member may be removed from her/his position after a majority vote of the Board for: 1) non-compliance with the minimum required regular Board meetings per year as required under Article VIII Section 2, B. 2) Failure to present a report in person or in writing at two consecutive or four total Board Meetings without an approved written excuse; 3) Failure to perform the duties of the position; 4) for “Cause”; defined as gross negligence; willful misconduct or the conviction of a felony; and/or 5) such other reason two-thirds of the Board of Directors deems appropriate under the circumstances, including but not limited to, a vote of no confidence by the Board of Directors. For purposes of this Section, attendance at Board Meetings by telephone conference is permissible if arrangement for same is made prior to the Board Meeting.
F. Due Process for Removal - Written notice of the intention to expel, censure or suspend and reasons therefore shall be provided to the Director or Officer at least thirty (30) days prior to the meeting date. Electronic means of communication to the last known address as appears on the membership rolls, shall constitute such notice. No Director or Officer shall be expelled, censured or suspended from the Board of Directors without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.
SECTION 3. Finances of the Association
A. Budget - The property and business of the Association shall be managed by the Board which shall adopt a budget for each ensuing fiscal year. The Board shall have all duties which are necessary to accomplish its responsibility to manage the affairs of the Association, including the amendment of said budget. The proposed budget may be made available to any member of the Association upon request. Nothing shall prevent the Board from transferring unexpected funds allocated for one committee to another committee.
B. Association Banking and Bonding - The Board shall oversee any bank account(s) established by the Treasurer. Said bank account(s) shall require two signatories for any disbursements in excess of $1,000.00.
C. Miscellaneous - The Board shall determine the cost, if any, to be charged to the membership for meetings including the ability to waive any charges as the Board sees fit. The Board shall approve the compensation of all employees or independent contractors of the Association. It shall make contributions of any group after the request for such contribution is approved by a vote of a majority of the Board Members present and voting.
SECTION 4. Elections
Elections will be held at the Annual general meeting. The membership will elect the Officers. Members can vote by proxy. The form and manner in which the nomination and election process is conducted shall be established by the Board, and may be revised by the Board as needed, but it may not be revised within sixty (60) days of the next election.
Consistent with the Association’s intent to be a member-driven Florida Muslim Bar Association, the Association’s pre-incorporation Steering Committee shall establish an open election procedure to elect the Association’s first Officers.
SECTION 5. Vacancies.
Any vacant office may be filled for the unexpired term by a Board of Directors appointment except in the case of the office of President, which shall be filled for the unexpired term by the Vice President of the Association.
SECTION 6. Solicitation of Association Members.
The Board of Directors may adopt a policy(ies) pertaining to those situations in which other organizations and/or individuals, including but not limited to, candidates for political or judicial office desire to solicit, contact, and/or otherwise petition the members of the Association.
ARTICLE VIII - COMMITTEES
Standing committees. The President, along with and advice and consent of the remaining Board shall establish standing committees, and the Board shall then appoint chairs of the standing committees. The length of term of each committee shall be at the discretion of the Board.
ARTICLE IX - AMENDMENT TO CHARTER AND BY-LAWS
SECTION 1. Amendment Proposal Process
A. Who May Propose – Any member of the Association in good standing and eligible to vote, including members of the Board, may make a proposal to offer an Amendment to the Charter and By-Laws of the Association, provided that such proposal is seconded by at least one other member in good standing and eligible to vote. Such a proposal shall be referred to the Board for its next meeting.
B. Consideration by the Board – Once a proposal has been validly offered as above, the Board shall take under consideration the proposal, and make a determination as to the purpose, consistency with the By-Laws of the Association, the utility, practicality, implementation, and needs of the proposal, and whether the Board recommends adoption of the proposal. The Board shall not vote on approval or disapproval of the proposal. The Board shall prepare a report to be distributed to the members electronically or as a hard copy, in advance of the membership’s next meeting, conveying its findings as to the factors discussed in this paragraph, and expressing its final recommendation as to the adoption of the proposal.
SECTION 2. Adoption
The Association may, at any meeting, once the Board has presented its recommendation on the proposal, by a vote of a super majority (two-thirds of the entire Association membership) of those members eligible to vote, amend its Charter or By-Laws. No proposed amendment shall be acted upon unless the text of the amendment is given in a notice of the meeting where the proposal shall be initially made, and such notice shall be given at least seven days prior to the date of such meeting. A vote shall be taken at such meeting and the amendment shall become effective immediately if approved by a majority of the votes cast.
ARTICLE XI - RESOLUTION OF DISPUTES
If a dispute arises as to any provision of these Bylaws, the disputing party shall file a complaint with the Board of Directors for resolution. If the disputing party is unsatisfied with the resolution offered by the Board, then the disputing party shall file a complaint with the membership of the Association for resolution, by calling a special meeting of the Association, as provided in these Bylaws. If the disputing party is unsatisfied with both the resolution offered by the Board and the Association, the disputing party shall attempt to resolve the matter through binding arbitration, with one arbitrator to be selected by agreement between the disputing party and the President. All such disputes shall be governed by the laws of the State of Florida.
Last Updated (Wednesday, 01 June 2011 14:07)