ARTICLE I - PRINCIPAL OFFICE AND REGISTERED AGENT
Section 1.01 Name and Principal Offices
The name of the corporation shall be the Council for the Advancement of Muslim Professionals (hereinafter referred to as “CAMP”), a non-profit corporation incorporated under the laws of the State of Pennsylvania. CAMP’s principal offices shall be at 2932 Oakford Road, Ardmore, PA 19003, or such other location in Pennsylvania as the Board of Directors may from time to time determine.
Section 1.02 Other Offices
CAMP may have such other office or offices, at such suitable place or places within the State of Pennsylvania or any other State as may be designated from time to time by the Board of Directors.
Section 1.03 Registered Agent
CAMP shall have and continuously maintain a registered office in the State of Pennsylvania (which may be identical with the principal offices) and the Board of Directors shall appoint and continuously maintain in service a registered agent in the State of Pennsylvania, who shall be an individual resident of the State of Pennsylvania or a corporation registered in Pennsylvania, whether for profit or not for profit.
ARTICLE II - PURPOSES
To facilitate and inspire the development of Muslim professionals to become exemplary leaders committed to advancement through action.
The CAMP Philosophy
CAMP is an association of mid- to senior-level Muslim professionals working to empower each other and the group to advance and excel, not only in their careers, but also in their broader community and philanthropic efforts. CAMP promotes active engagement on platforms of professionalism, mutual respect and trust to encourage dynamic and proactive thought, action and interaction.
CAMP’s Overarching Beliefs are:
1.Muslim professionals are making invaluable contributions to their respective industries.
2.Muslim professionals want to make larger and more meaningful contributions to the broader Muslim community as well the community at large. Thus, CAMP’s primary goal is to promote holistic development of versatile quality-driven Muslim professionals while simultaneously strengthening their collective voice and vision.
- Provide access to a strong, dynamic and cohesive professional network
- Provide opportunities for professional growth and leadership development
- Educate and encourage the active sharing of ideas, on issues and/or challenges of shared concern and interest
- Showcase leading Muslim professionals and initiatives aligned with CAMP’s philosophy
- Provide access to quality job and volunteer opportunities
- Develop strategic partnerships with leading organizations who complement CAMP’s philosophy
- Offer opportunities to give back to the Muslim community as well as our broader community more meaningfully by leveraging members’ professional skills, technical expertise and diverse backgrounds.
- Provide formal and informal opportunities for social development and recreation
- Provide Muslim professionals space to share, debate and discuss without judgment
- Educate the Muslim professional community on issues and policies of interest that lead to equal opportunity for Muslim professionals.
The foregoing enumeration of the purposes of CAMP is made in furtherance of, and not in limitation to, the powers conferred upon CAMP by law and is not intended, by the mention of any particular purpose, in any manner to limit or restrict any of the powers of CAMP, other than as provided below. CAMP is formed upon the articles, conditions and provisions relative to nonprofit corporations, which are contained in the general laws of the State of Pennsylvania. CAMP shall be operated exclusively as a non-profit business league within the meaning of Section 501(c)(6) of the Internal Revenue Code. No part of the net earnings or assets of CAMP shall inure to the benefit of, or be distributable to, the members, Directors, Officers, other private individuals, or organizations organized and operating for profit (except that CAMP shall be authorized and empowered to pay reasonable compensation for or make payments and distributions in furtherance of the purposes as hereinabove stated).
No substantial part of the activities of CAMP shall be the carrying on of propaganda or otherwise attempting to influence legislation, and CAMP shall be empowered to make the election authorized under Section 501(h) of the Internal Revenue Code. CAMP shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provisions herein, CAMP shall not carry on any activities that organizations exempt from federal income tax under Section 501(a) of the Internal Revenue Code and/or an organization described in Section 501(c) of such Code are not permitted to carry on.
ARTICLE III - GENERAL STRUCTURE
Section 3.01 General Structure
CAMP shall have regional chapter organizations formed pursuant to Article IV. CAMP shall be governed by a Board of Directors, which shall have general authority to supervise, manage and control CAMP in order to further the purposes of CAMP as set forth in Article II. CAMP shall be managed on a day-to-day basis through an Executive Committee comprised of certain key officers, directors of committees, and such other individuals pursuant to Articles VI and VII.
Section 3.02 Membership
The Board of Directors shall establish the criteria for membership.
ARTICLE IV - CHAPTER FORMATION
Section 4.01 Power to Form Chapters
CAMP may charter organizational chapters (“Chapters”), as provided in these Bylaws.
Section 4.02 Prerequisites for Chapter Formation
A Chapter may be organized and chartered with the approval of the Board of Directors. Chapters will be formed in places with a critical mass of Muslim professionals, and diversity and/or depth of businesses, professions and vocations to ensure compliance with the standards of membership and classification principles prescribed by CAMP for Chapters and to ensure the future stability of the Chapter.
The minimum number of members for the organization and charter of a prospective Chapter shall be determined by the Board of Directors but shall not be less than twenty-five, which includes the officers of the Chapter.
Chapters must adopt and comply with standardized guidelines authorized by CAMP (“CAMP Chapter Handbook”), pay any required dues, and conform to the accepted standards for Chapters in order to operate as a chapter of CAMP.
Section 4.03 Application for Chapter Formation
Application for the organization of a Chapter shall be made on the standard petition form as adopted by the Executive Committee. The said petition shall be approved or disapproved by the Board of Directors.
Section 4.04 Chapter Incorporation
A Chapter may incorporate subject to the approval of the Board of Directors, but only by the name designated in its petition for formation, such as “Council for the Advancement Of Muslim Professionals – [CITYNAME] Chapter.” A Chapter shall not use any name except that designated in its petition.
Section 4.05 Chapter Affiliation Revocation
The Board of Directors may determine by majority vote if a Chapter that either fails to comply with the requirements of Chapter formation listed in Section 4.02 or otherwise acts in violation of the objectives of CAMP will lose its affiliation with CAMP. Chapters that lose their affiliation with CAMP are prohibited from using the CAMP name.
ARTICLE V - BOARD OF DIRECTORS
Section 5.01 Power of Board of Directors
The duties and powers of the Board of Directors of CAMP shall be the following:
a) To manage, supervise and control the business, property and affairs of CAMP in order to further the purposes set forth in Article II. The Board of Directors shall make sure that the title to CAMP's property and other assets shall be kept in CAMP's name.
b) To elect members of the Executive Committee and officers from among the members of CAMP to carry out the purposes of CAMP as set forth in Article II and per the determination of the Board of Directors.
c) To approve or disapprove any financial transactions relating to CAMP's real estate and other assets. No sale, assignment, transfer, or any other action involving the disposition of CAMP's real estate can be authorized without the written consent of two-thirds of the whole Board of Directors.
d) To determine the policies of CAMP and execute its purposes, to appoint and remunerate agents and employees (including the power to delegate some of this authority to others).
e) To review, amend or approve the annual budget proposed by the CAMP Executive Committee.
f) To approve financial transactions and disbursement of CAMP funds (including borrowing, lending and investing for and on behalf of CAMP).
g) To adopt rules and regulations for the conduct of its business, and to delegate the responsibility and authority as shall be deemed advisable, insofar as such delegation of authority is not inconsistent with the Articles of Incorporation of CAMP or these Bylaws (in their present form or as they may be amended) or to any applicable law.
h) To provide guidance for the execution and development of long-range plans for CAMP.
Section 5.02 Members of the Board of Directors
The Board of Directors shall be comprised of the Officers of the Executive Committee and any Directors elected from CAMP’s membership at large.
Section 5.03 Officers of the Board of Directors
The Board of Directors shall appoint a Chairperson and a Secretary of the Board from among the Directors. Each Board of Directors officer shall hold office for two years and shall be eligible for re-election for up to 3 consecutive terms, provided he/she is a Director at the time of such re-election.
Section 5.04 Number of Directors
The number of Directors of CAMP shall be a minimum of three. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.
Section 5.05 Independent Directors
If there are three Directors, only two Directors may serve contemporaneously on the Executive Committee. If there are five or more Directors, only three Directors may serve contemporaneously on the Executive Committee.
Section 5.06 Election and Term of Directors
Directors shall be elected by a majority vote of the then current Board of Directors. Each Director shall serve a two-year term. Elections shall be held two months before the start of the next term of the Board of Directors. From the moment they are elected until they assume their positions, newly elected Directors shall hold the title “Director-elect.”
Section 5.07 Qualifications
To be eligible for election as a Director, a person must (1) have integrity and good character; (2) be at least 30 years of age; and (3) have substantially contributed, or will contribute, his or her respective time, network, wealth or expertise to the mission of CAMP.
Section 5.08 Vacancies
Any vacancy occurring in the Board of Directors may be filled by individuals qualified under Section 5.07 of these Bylaws, with a majority vote of the Board of Directors. The vacancy must be filled within sixty days after it becomes vacant, through a Regular or a Special Meeting of the Board of Directors. A Director elected to fill a vacancy will serve the unexpired term of his/her predecessor in office or until his/her successor is elected and shall have qualified.
Section 5.09 Removal of Directors
Any Director may be removed from the office by a two-thirds vote of the whole Board of Directors, with cause for: (1) violation of these Bylaws, (2) failing to regularly attend the Regular Meetings of the Board of Directors or half of the Special Meetings in a calendar year without excuse for which the Board of Directors is timely informed or (3) performing acts that are harmful to the objectives or reputation of CAMP.
Such removal may occur only if the Director involved is first provided with adequate notice of the charges against him or her in the form of a statement of such charges by the Board of Directors. The Director involved shall have the right to respond to these charges. Each member of the Board of Directors shall review any response independently. The Board of Directors then shall act on the basis of advancing the best interests of CAMP.
Section 5.10 Resignations
Any Director may resign at any time by giving written notice to the Chairperson of the Board or in his/her absence to any member of the Board of Directors. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Board of Directors. The successor to a resigning Director shall be selected in accordance with Section 5.08.
Section 5.11 Regular Meetings
A Regular Meeting of the Board of Directors of CAMP shall be held every fiscal quarter, at such time, day and place as shall be designated by the Board of Directors, for the purpose of transacting such business as may come before the meeting. The Board of Directors may, by resolution, provide for holding of additional Regular Meetings.
Section 5.12 Special Meetings
Special Meetings of the Board of Directors may be called at the direction of the Chairperson or by a third of the Directors then in office, to be held at such time, day and place as shall be designated in the notice of the meeting.
Section 5.13 Notice
Notice of the time, day and place of Regular Meetings of the Board of Directors shall be given at least one month prior thereto by notice sent by mail, messenger, fax or email to each Director. Notice for Special Meetings shall be given at least two days prior thereto by email, telephone or fax to each Director. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by messenger, email or fax, such notice shall be deemed to be delivered when such materials, email or fax is delivered to the recipient.
With respect to any Special Meeting or any Regular Meeting in which a Removal action pursuant to Section 5.09 is on the agenda, the purpose or purposes for which such a meeting is called shall be stated clearly in the notice thereof.
Directors may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
The Board of Directors shall endeavor to enact policies and procedures that encourage transparency and accountability. Minutes of board meetings shall be made available to any member upon reasonable notice; however, the Board of Directors reserves the right to redact any sensitive information in such minutes.
Section 5.14 Quorum
A majority of all members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a quorum of Directors is present at a meeting, a majority of the Directors present may adjourn the meeting without further notice.
Section 5.15 Manner of Acting
The act of a majority of the members of the Board Directors at a meeting in which there is a quorum shall be the act of the Board of the Directors. Each Director shall have one vote. Meetings may be held by telephone conference to the extent permitted by law. Voting by proxy shall not be permitted. In the absence of a quorum, any action taken shall be recommendatory only, but may become valid if subsequently confirmed by a majority vote, in conformance with the quorum requirements, of the Board of Directors. The Board of Directors may adopt rules and regulations for the conduct of its business in accordance with these Bylaws.
Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if the number of Directors required to approve such action consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.
Section 5.16 Compensation
Directors shall not receive compensation for their services as members of the Board of Directors. The Board of Directors may authorize payment by CAMP for the out of pocket expenses incurred by Directors for their services to CAMP.
ARTICLE VI - EXECUTIVE COMMITTEE
Section 6.01 Powers and Responsibilities of the Executive Committee
The Executive Committee shall have the powers and authority expressly assigned to it by the Board of Directors or by these Bylaws. Any power not expressly conferred to the Executive Committee by these Bylaws or a duly adopted resolution of the Board of Directors shall belong to the Board of Directors. The responsibilities and duties of the Executive Committee include the following:
a) Develop and submit to the Board of Directors for their review and approval an annual budget and work plan.
b) Develop documents relevant to the strategy, finances, communications, operations, management and overall growth of the organization.
c) Monitor the day-to-day operations of the organization.
d) Hold/attend regular monthly meetings/phone calls.
e) Conduct such activities and programs in furtherance of CAMP’s purposes as set forth in Article II.
f) Represent CAMP among other national and international organizations.
Section 6.02 Number of Members
The Executive Committee shall consist of a minimum of five members. Such members shall include at a minimum the following officers: an Executive Director, a Deputy Executive Director, a Finance Director, the Chapter Liaisons, and the Committee Chairs of each of the committees set forth in Section 7.01.
Section 6.03 Election and Term of Executive Committee Members
With the exception of the Chapter Liaisons, the Board of Directors shall nominate and elect, from among the Board of Directors and among the active members of CAMP, the members of the Executive Committee. Such members shall serve for a term of two years. No member of the Executive Committee shall serve for more than three consecutive terms in the same office. However, members may serve in such another office consecutively.
Section 6.04 Qualifications
To be eligible for election as a member of the Executive Committee, a person must (1) be at least 27 years of age or have five years of work experience; and (2) a proven capability or capacity for the role. These same criteria are applicable to Chapter Presidents.
Section 6.05 Resignation
Any member of the Executive Committee may resign at any time by giving written notice to the Executive Director. If the resignation be by the Executive Director, it shall be submitted to the Chairperson of the Board (if the Executive Director is not concurrently serving as Chairperson) or in his/her absence to any member of the Board of Directors. If the Executive Director, Deputy Executive Director, Finance Director resign simultaneously or otherwise all these offices become vacant, a resignation may be submitted to the Chairperson of the Board or in his/her absence to any member of the Board of Directors. Such resignation shall take effect at the time specified therein, or, if the time is not specified, then at the time of acceptance thereof as determined by the Executive Director, the Chairperson, or the Board of Directors, as the case may be.
Section 6.06 Removal
Any member of the Executive Committee may be removed from the office by a two-thirds vote of the whole Board of Directors, with cause for: (1) violation of these Bylaws, (2) failing to attend at least 60% of the Executive Committee meetings without justifiable reasons for which the Executive Director is timely informed or (3) performing acts that are in clear violation of, or harmful to, the objectives of CAMP. Such removal may occur only if the member of the Executive Committee involved is first provided with adequate notice of the charges against him or her in the form of a statement of such charges by the Board of Directors. The Executive Committee member involved shall have the right to respond to these charges. Each member of the Board of Directors shall review any response independently. The Board of Directors then shall act on the basis of reasonable and consistent criteria, always with the objective of advancing the best interests of CAMP.
Section 6.07 Vacancies
In case of resignation or for any other reason including ineligibility or removal, an Executive Committee member is unable to complete his or her term, the Board of Directors shall elect a successor who meets the qualifications stated in Section 5.07 of these Bylaws, to complete the unexpired term, within thirty days after the office becomes vacant. The successor shall serve the remaining term thereof.
Section 6.08 Executive Director
The Executive Director shall be the Chief Executive Officer of CAMP, serve as the chairperson of the Executive Committee and preside at all meetings of the Executive Committee, shall perform all duties customary to that office and shall supervise and control the day-to-day affairs of CAMP in accordance with the policies and directives of the Board of Directors.
Section 6.09 Deputy Executive Director
The Deputy Executive Director of CAMP shall have such powers and duties, as the Board of Directors of CAMP shall determine, including serving as acting Executive Director in the absence of the Executive Director or during such time as the Executive Director of CAMP is unable to carry out the duties of that office. The Deputy Executive Director shall exercise such other powers and perform such other duties as the Board of Directors or the Executive Director may assign from time to time.
Section 6.10 Finance Director
The Finance Director of CAMP shall have all powers and perform all duties commonly incident to and vested in the office of the chief financial officer of a corporation, including the following duties and responsibilities:
a) The Finance Director shall be responsible for developing and reviewing the fiscal policies of CAMP for the approval of the Board of Directors.
b) The Finance Director shall keep the complete and accurate accounts of receipts and disbursements of all amounts. He/she shall deposit all monies and other valuable property of CAMP in CAMP's name to the credit of CAMP in such banks or depositories as the Board of Directors may designate.
c) The Finance Director shall exhibit the books and accounts to any member of the Executive Committee or Board of Directors upon reasonable notice.
d) The Finance Director shall render a report of the finances of CAMP at each Regular Meeting of the Board of Directors or whenever requested by the Executive Director or the Board showing all receipts and expenditures for the current year.
e) The Finance Director shall provide assistance for filing all tax returns and governmental filings, as may be required.
f) The Finance Director shall also perform such other duties as the Executive Director or the Board of Directors may, from to time, designate.
Section 6.11 Chapter Liaisons
One Chapter Liaison from each Chapter shall serve on the Executive Committee. The Chapter President shall serve as the Chapter Liaison unless another Chapter member has been designated to fill the position. If the Executive Committee ever has an even number of members, then an additional Chapter Liaison, selected jointly by the Executive Director and Deputy Executive Director, will serve on the Executive Committee.
Section 6.12 Meetings
The Executive Committee will meet on at least a monthly basis at a scheduled time, date and place, to evaluate the progress of different committees, address challenges, if any, and transact the business of CAMP. A simple majority of the members shall determine the quorum for such meetings. The Executive Director or one-third the members of the Executive Committee may call Special Meetings.
Section 6.13 Notice
The schedule for meetings of the Executive Committee shall be prepared in advance and each member of the committee shall be notified at least seven (7) days before such regular meetings. Special Meetings require a minimum of two (2) days’ notice prior to such meeting. Delivery of such notices shall be made in accordance with the notice provisions set forth in Section 5.13 of these Bylaws.
Section 6.14 Appointments by CAMP
The Board of Directors may appoint additional individuals or form other committees to facilitate the activities of the CAMP.
ARTICLE VII - COMMITTEES
Section 7.01 Committee Formation
The Board of Directors and/or the Executive Committee may form and maintain committees as they see fit. Each committee shall have a Committee Chair who shall draft a committee charter describing the purposes of the committee that shall be approved by the Board of Directors or Executive Committee. Each committee shall propose amendments or revisions to the committee charter from time to time for approval by the Board of Directors.
Section 7.02 Committee Members
Each Committee Chair, with the assistance of the Executive Committee and the Board of Directors, shall be responsible for recruiting members to his/her committee. Each Committee Chair may set forth meeting and other procedures for the operation of the committee in such committee’s charter.
ARTICLE VIII - AGENTS AND EMPLOYEES
Section 8.01 Agents and Employees
The Executive Committee may nominate agents and employees who shall have such authority and perform such duties as may be prescribed by the Board of Directors. The Board of Directors shall approve all nominations. The agents or employees are required to abide by the policy and guidelines adopted by the Board of Directors and follow the instructions of the Executive Committee for day-to-day operations. In no circumstances shall any agent or paid employees assume or exercise the power and authority vested in the Board of Directors or the Executive Committee. The Board of Directors may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to such person's contract rights, if any, and the appointment of such person shall not itself create contract rights.
Section 8.02 Compensation of Agents and Employees
CAMP may pay compensation in reasonable amounts to the agents and employees for services rendered, in the amounts to be fixed by the Board of Directors or, if the Board of Directors delegates power to any Officer or Officers, by such Officer or Officers.
ARTICLE IX - MISCELLANEOUS
Section 9.01 Fiscal Year
The fiscal year of CAMP shall be the calendar year.
Section 9.02 Checks, Notes and Contracts
The Board of Directors shall authorize, from time to time, appropriate Directors and/or officers to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
Section 9.03 Books and Records
All the books and records of CAMP shall be kept at its principal offices or at any other office as may be designated by the Board of Directors, including: (1) correct and complete books and records of financial accounts, (2) minutes of the proceedings of the meetings of the Board of Directors, Executive Committee and any other committees established or appointed by CAMP, and (3) an updated record of the names and addresses of members of CAMP, if any. All books and records of CAMP may be inspected by any member of the Board of Directors, for any proper purpose at any reasonable time with a proper written notice.
Section 9.04 Indemnification and Insurance
Unless otherwise prohibited by law, CAMP may, by resolution of the Board of Directors, indemnify any Director, officer, Executive Committee member or other agent or any former Director, officer, Executive Committee member or other agent against any and all expenses and liabilities actually and necessarily incurred by him or her or imposed on him or her in connection with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which he or she may be or is made a party by reason of being or having been such Director, officer, Executive Committee member or other agent; subject to the limitation, however, that there shall be no indemnification in relation to matters as to which he or she shall be adjudged in such claim, action, suit, or proceeding to be guilty of a criminal offense or liable to CAMP for damages arising out of his or her own gross negligence or misconduct in the performance of a duty to CAMP.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such Director, officer, Executive Committee member or other agent. The Board of Directors shall determine whether to advance expenses to, or where appropriate may itself, at its expense, undertake the defense of, any Director, officer, Executive Committee member or other agent; provided, however, that such Director, officer, Executive Committee member or other agent shall undertake to repay or to reimburse such expense if it should be ultimately determined that he or she is not entitled to indemnification under this Section.
The provisions of this Section shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof.
The indemnification provided by this Section shall not be deemed exclusive of any other rights to which such Director, officer, Executive Committee member or other agent may be entitled under any statute, Bylaw, agreement, vote of the Board of Directors or otherwise and shall not restrict the power of CAMP to make any indemnification permitted by law.
The Board of Directors may authorize the purchase of insurance on behalf of any Director, officer, Executive Committee member or other agent against any liability asserted against or incurred by him/her which arises out of such person's status as a Director, officer, Executive Committee member or other agent or out of acts taken in such capacity, whether or not CAMP would have the power to indemnify the person against that liability under law.
Section 9.05 Loans
No loans shall be made by CAMP to its Directors, officers, Executive Committee members or other agents.
Section 9.06 Coordination between the Board of Directors and Executive Committee
The Board of Directors and the Executive Committee will make every effort to perform their respective duties and use their respective powers in complete harmony with each other.
Section 9.07 Voting by the Board of Directors
All decisions of the Board of Directors shall be taken by a majority vote unless otherwise indicated.
Section 9.08 Use of Terms
As used herein, words in any gender shall be deemed to include the other genders and the singular shall be deemed to include the plural, and vice versa.
Section 9.09 Severability
If any provision of these Bylaws shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of these Bylaws shall not be impaired thereby, nor shall the validity, legality or enforceability of any such defective provision be in any way affected or impaired.
Section 9.10 Amendment of Bylaws
These Bylaws may be amended, from time to time and in as many respects as may be permitted by law, by an affirmative vote of two-thirds of the whole Board of Directors.
Updated: December 21, 2011