ICOSAC Bylaws & Constitution: Complete Governance Framework

ARTICLE I: NAME & IDENTITY

Official Name

The official name of this organization is Islamic Center of Sacramento, Rancho Cordova (ICOSAC). For convenience and branding purposes, it may operate under the abbreviated trade name “ICSC/ICOSAC.”

Associated Institutions

• Masjid Name: Baitul Mukarram Masjid (The Honored House of Prayer)

• Alternative Reference: Sacramento Bangladeshi Islamic Center (where appropriate for community representation)

Purpose

ICOSAC is a 501(c)(3) nonprofit religious, educational, and charitable organization serving 500,000+ Muslims in the Greater Sacramento region—honoring Sunni Islamic principles while building bridges with broader community.

ARTICLE II: VISION, MISSION & OBJECTIVES

Vision Statement

“The Islamic Center of Sacramento, Rancho Cordova (ICSC) seeks to be a vibrant, inclusive, and spiritually enriching hub for Muslims in the Greater Sacramento area, fostering religious growth, lifelong learning, ethical leadership, and compassionate service to both the Muslim and broader community.”

Mission Statement

The Islamic Center of Sacramento, Rancho Cordova (ICSC) is committed to:

Religious Purpose

Facilitating worship in accordance with Sunni Islamic principles through the establishment and operation of Baitul Mukarram Masjid, providing spaces for five daily prayers, Jumu’ah, Eid celebrations, janāzah services, and spiritual growth.

Educational Purpose

Providing holistic education that integrates quality Islamic and secular learning for all age groups—from early childhood through advanced Islamic scholarship, including Qurʾān study, Arabic language, ʿAqīdah (Islamic theology), and Islamic jurisprudence.

Charitable Purpose

Delivering charitable and social services supporting the physical, emotional, and financial well-being of individuals in need, regardless of background or religion, including zakāt distribution, ṣadaqah collections, food security, counseling, and emergency assistance.

Interfaith & Civic Purpose

Promoting interfaith understanding, civic participation, and peaceful coexistence through respectful dialogue, outreach, and advocacy for religious freedom and civil rights.

Community Development Purpose

Developing institutions and infrastructure enriching community life—including housing, sports facilities, innovation hubs, childcare, and burial services—all rooted in Islamic values and excellence.

13 Core Objectives

ARTICLE III: CREED & JURISPRUDENTIAL ORIENTATION

Islamic Foundation

ICSC adheres to the creed of Sunni Islam, guided by:

• The Qurʾān (revelation from Allah)

• The authentic Sunnah (teachings and practices of Prophet Muḥammad, peace be upon him)

• The consensus (ijmāʿ) of Ahl al-Sunnah wa’l-Jamāʿah (the mainstream Islamic tradition)

All Sunni Schools Welcomed

ICSC respects and welcomes all recognized Sunni schools of jurisprudence (madhāhib):

• Ḥanafī School: Known for flexibility and consideration of public welfare

• Mālikī School: Emphasizing community tradition and legal principles

• Shāfiʿī School: Balancing textual proof with legal reasoning

• Ḥanbalī School: Prioritizing Qurʾān and Sunnah with careful hadith scholarship

ICSC also welcomes Ahl al-Ḥadīth / Salafi traditions that uphold core Sunni principles and the spirit of unity and respect.

Commitment

ICSC fosters unity and mutual respect among Sunni traditions while cultivating an inclusive, spiritually uplifting environment for all Muslims adhering to Ahl al-Sunnah wa’l-Jamāʿah. Theological diversity within Sunni Islam is seen as a strength, not a weakness.

ARTICLE IV: LEGAL, POLITICAL & NONPROFIT STATUS

501(c)(3) Status

ICSC is organized exclusively for religious, educational, and charitable purposes within the meaning of Section 501(c)(3) of the U.S. Internal Revenue Code. This status ensures:

• ✅ Tax-exempt status for the organization

• ✅ Tax-deductible donations for donors

• ✅ Compliance with federal nonprofit law

• ✅ Public trust and accountability

Prohibition on Private Inurement

No part of the net earnings shall inure to the benefit of, or be distributable to, any director, trustee, officer, or private individual except as reasonable compensation for services rendered.

This means:

• Board members are volunteers (no salary for board service)

• Staff positions (Executive Director, imāms, teachers) are paid professional roles

• All revenue must support the mission, not enrich individuals

• Financial transparency ensures accountability

Political Neutrality

ICSC shall not participate in any political campaign on behalf of (or in opposition to) any candidate for public office. This ensures:

• ✅ ICSC remains focused on faith and community, not partisan politics

• ✅ Members can engage in civic/political action personally, but ICSC doesn’t endorse candidates

• ✅ 501(c)(3) compliance (tax-exempt status requires political neutrality)

• ✅ Protection of religious freedom

However, ICSC does:

• Advocate for religious freedom and civil rights (non-partisan)

• Educate members on civic participation and voting rights

• Partner across faith lines (interfaith work)

• Support policy positions aligned with Islamic values (protecting religious practice, education access, etc.)

ARTICLE V: MEMBERSHIP

Eligibility

Any Muslim, aged 18 years or older, who meets the following criteria may apply for membership:

✅ Supports the mission and creed of ICSC
✅ Affirms Sunni Islamic principles
✅ Abides by this Constitution and bylaws
✅ Fulfills membership obligations (dues, Code of Conduct, etc.)

No barriers based on: Immigration status, national origin, ethnicity, professional background, socioeconomic status, or denominational preference (within Sunni Islam)

Membership Categories

General Member

• Eligibility: Muslim, 18+, supporting mission

• Cost: Sliding scale ($0–$120/year)

• Voting Rights: Yes (board elections, constitutional amendments, major decisions)

• Program Access: All ICSC programs and facilities

• Responsibilities: Pay dues (if able), uphold Islamic etiquette, volunteer when able, respect diversity, safeguard Center property

Supporting Member

• Eligibility: Non-Muslim friends, family, community partners supporting ICSC

• Cost: Donation-based

• Voting Rights: No (respects that Islamic decisions are made by Muslims)

• Program Access: Community programs, events, service projects (non-prayer areas)

• Participation: Volunteer, attend interfaith events, contribute financially

Rights & Duties of General Members

General Member Rights

✅ Attend and vote at General Membership meetings (one vote per member)
✅ Nominate and elect Executive Board members (after founding term)
✅ Access all ICSC programs and facilities per established policies
✅ Receive financial reports and governance documents
✅ Submit feedback and concerns through established channels
✅ Request items on meeting agendas
✅ Petition special meetings (20% of members)

General Member Duties

✅ Uphold Islamic etiquette and Code of Conduct
✅ Pay annual dues (sliding scale; no one turned away for inability to pay)
✅ Volunteer when able (encouraged, not required)
✅ Safeguard Center property and facilities
✅ Respect diversity within Sunni Islam and across community
✅ Attend General Membership meetings when possible

Resignation & Termination

Voluntary Resignation

A member may resign by written notice to the Secretary. Upon resignation:

• A three-member panel (from Senior Advisory Council) meets with the resigning member

• Panel recommends whether member should be invited to rejoin or released cleanly

• No dispute process needed for voluntary resignation

Suspension or Revocation

Membership may be suspended or revoked only for actions that harm ICSC. Process:

1. Written charge with specific allegations

2. 14-day response period for member to respond in writing

3. Fair hearing where member can present defense

4. Two-thirds (⅔) Executive Board vote required for removal

5. Right to appeal to Senior Advisory Council

Grounds for removal:

• Violation of Code of Conduct (verified)

• Actions harming ICSC or its mission (verified)

• Chronic neglect of membership duties (documented)

NOT grounds for removal:

• Disagreement with board decisions

• Unpopular opinions

• Missing some meetings

• Criticism of leadership

ARTICLE VI: GOVERNANCE STRUCTURE

Section 1: Executive Board (EB)

Composition

The Executive Board shall consist of 21 voting members:

• 20 General seats: Open to all eligible Muslim members

• 2 Scholar seats: Reserved for qualified Islamic scholars (ʿAlims)

The 21 members include:

• President (1)

• Vice President (1)

• Treasurer (1)

• Secretaries (up to 12, with assigned portfolios)

• Directors (remaining seats)

Founding Term (2024–2027)

The Founding Executive Board serves a single, non-renewable three-year term starting from ICSC’s incorporation (December 2024).

Founding EB Authority:

• Establish initial structure and bylaws

• Appoint staff (Executive Director, imāms, teachers)

• Launch Phase 1 (land acquisition, Masjid planning)

• Set up committees and operations

• Cannot be removed during founding term (ensures stability during launch)

Age cap waived for founding members (to include respected elder founders).

Post-Founding Elections (Beginning 2027)

After the Founding EB term ends, a staggered election system takes effect:

Section A: Continuity Group (11 Seats)

• 2-year terms serving in even years (2029, 2033, etc.)

• Priority for returning members: Founding EB members get first option to rejoin

• Continuity focus: Preserves institutional memory, prevents chaos

• Maximum consecutive terms: 2 (= 4 years), then 2-year break required

Section B: Open Group (10 Seats)

• 2-year terms serving in odd years (2027, 2031, etc.)

• Open to all candidates: Fresh voices, new ideas, challenges to incumbency

• No incumbency advantage: All candidates compete equally

• Maximum consecutive terms: 2 (= 4 years), then 2-year break required

Election Cycle Timeline

Why staggered? No complete board turnover at once; smooth transitions; stable leadership; community always has experienced members.

Eligibility Criteria

To be eligible for EB election, candidates must:

✅ Membership Status: General Member in good standing for ≥1 year

• Waived for founding members

✅ Age: Between 21 and 50 years old

• Age cap waived for founding members (experienced elders welcome)

✅ Islamic Commitment: Affirm and adhere to Sunni Islamic creed and practice

• Support authentic Islamic teaching

• Respect all madhāhib (schools) of Sunni Islam

✅ Ethics Compliance: Sign and comply with:

• Conflict of Interest Statement (annual renewal)

• Ethics Statement (confidentiality, conduct)

• Confidentiality Agreement (protect sensitive information)

✅ Scholar Seats: Two seats specifically for Islamic scholars

• Minimum credential: ʿĀlimiyyah (Islamic education certificate) or equivalent ijāzah

• Qualification verified by Religious Affairs Committee

Diversity Goal (Non-Quota Based)

The EB strives for diverse representation in:

• Age: From emerging leaders (21+) to experienced professionals (under 50 cap)

• Ethnicity: South Asian, Arab, African American, American Muslim, other backgrounds

• Gender: Active recruitment of women; no ceiling on women’s participation

• Professional Expertise: Engineers, educators, healthcare, business, trades, homemakers, etc.

• Immigration Status: Both immigrant and American-born leadership

Method: Intentional recruitment and support of diverse candidates—not through quotas (which can backfire as tokenism), but through active encouragement and nomination.

Oath of Office

All EB members shall publicly recite this oath at the meeting following their election:

“I swear by Allah to faithfully discharge the duties of my office; to uphold the Qurʾān and the authentic Sunnah of the Prophet Muḥammad (peace be upon him); to faithfully execute the laws of the United States and the state of California; to act with integrity, transparency, and justice; to serve the Islamic Center of Sacramento and its community with sincere intention and to place the welfare of the Center above personal interest. So help me Allah.”

This oath connects Islamic faith, U.S. law, and public service.

Section 2: Powers & Duties of the Executive Board

The EB has authority to:

Section 3: Officers of the Board

President

Chief Executive Officer (CEO)

Responsibilities:

• Presides over Executive Board and General Membership meetings

• Represents ICSC in public, interfaith, and governmental forums

• Provides leadership to implement strategic plans and board decisions

• Signs official documents and oversees contract execution

• Delegates responsibilities to other officers as needed

• Addresses organizational crises and urgent matters

Authority:

• Convene special board meetings

• Authorize emergency expenditures (reported to EB next meeting)

• Appoint standing committees

• Represent ICSC’s public image and values

Vice President

Deputy Chief Executive Officer

Responsibilities:

• Holds equivalent authority to President when President is absent

• Co-leads major initiatives (strategic planning, external relations, crisis management)

• Coordinates subcommittees and ensures accountability

• Presides over meetings if President unavailable

• Mentors emerging leaders

• Manages board logistics and communication

Automatic Assumption of Presidency:
If the President resigns, is removed, or becomes incapacitated, the Vice President automatically becomes Acting President until a new election is held (no vote needed; line of succession).

Treasurer

Chief Financial Officer (CFO)

Responsibilities:

• Manages all financial matters (accounting, banking, investments)

• Prepares annual budgets and quarterly financial reports

• Ensures compliance with IRS, state nonprofit, and Islamic (zakat/sadaqah) regulations

• Coordinates annual external audits

• Reports financial results to membership

• Approves and monitors expenditures with dual-signature safeguards (>$2K)

• Manages financial controls and asset protection

Authority:

• Co-signs all expenses >$2,000 (with President or VP)

• Reviews all contracts involving financial obligation

• Access to all financial accounts and records

• Reports directly to EB and General Membership

Secretaries (Up to 12)

Each Secretary oversees a designated portfolio:

Secretary Evaluation:

• Annually, all Secretaries are evaluated anonymously by other officers

• If concerns arise, EB can propose replacement through voting

• Ensures accountability and continuous improvement

Portfolio Flexibility: Secretary titles, scopes, and assignments may be renamed or restructured as needed to match evolving organizational needs. Changes require EB approval.

Section 4: Board Meetings & Quorum

Regular Meetings

• Frequency: At least once per month

• Schedule: Released each Ramadan for the full year

• Advance Notice: Agenda posted ≥7 days in advance

• Open to Members: General membership may observe (non-voting)

• Public Minutes: Approved next meeting, signed, digitally archived; redacted copies available within 14 days

Special Meetings

May be called by:

• Current President

• Current Vice President

• Any 5 board members

• Previous month’s President

• Executive Director (with 72-hour notice)

Quorum Requirement

12 members physically or virtually present (video only) required to conduct board business.

If quorum fails (<12 members):

• Only emergency matters can be addressed

• Minimum 11 members may act on urgent issues (life/safety, security)

• Actions later reported to EB and General Membership for ratification

Decision-Making Thresholds

Supermajority for Major Decisions ensures consensus-building and prevents one faction from forcing major changes.

Virtual Meetings

• Voice-based virtual meetings allowed (Zoom, video conference)

• Must be later ratified at next in-person meeting to confirm validity

• Ensures full participation regardless of location

Section 5: Attendance & Participation Requirements

Minimum Attendance

Board members must attend ≥75% of regular monthly meetings.

Excused Absences:

• Illness or medical emergency

• Travel >250 miles

• Family emergency

• Legal duty

• Religious observance (with advance notice)

Remote Attendance Option: Up to 2 remote attendances per year still count as present (doesn’t count against 75% threshold).

Discipline Policy for Non-Attendance

1. 2 unexcused absences → Written reminder and mentoring conversation

2. 3 unexcused absences → Mandatory mentorship plan to improve engagement

3. 4 unexcused absences → Automatic removal from board (no vote needed; terms ends)

Purpose: Governance requires presence, attention, and commitment. Board members who don’t show up can’t effectively lead.

Section 6: Conflict of Interest, Ethics & Confidentiality

Annual Disclosure

During Ramadan each year, all EB members must disclose:

• Financial interests (stocks, business ownership, investments)

• Family relationships with staff or board members

• Friendships or associations with vendors/contractors

• Any other potential conflicts

• Written statement signed and archived

Recusal Requirement

Must abstain from voting on any matter involving:

• Personal financial benefit

• Family member employment or contract

• Business partner decisions

• Close friend relationships

• Any material conflict of interest

Member with conflict:

• Leaves room during discussion and vote

• Does not participate in deliberation

• Non-attendance counts as excused for quorum purposes

Gift/Donation Limits

• No gifts over $100 from vendors, donors, or individuals with business before EB

• No honoraria for board service (volunteering only)

• Exception: Modest tokens of appreciation (<$25)

Confidentiality

Confidential matters must remain confidential:

• Executive session discussions

• Personnel matters

• Sensitive negotiations

• Dispute resolution processes

• Private member information

Violation consequences: Breach of confidentiality may result in removal from office.

Section 7: Removal, Resignation & Vacancies

Voluntary Resignation

30-day advance notice required. Upon resignation:

• Three-member panel (from Senior Advisory Council) meets resigning member

• Panel reviews circumstances and suggests any unresolved issues

• Recommends clean release or option to rejoin later

• No dispute process; resignation is voluntary

Cause for Removal

A board member may be removed only for:

1. Ethical Violation (verified through investigation)

   • Breach of confidentiality

   • Conflict of interest violation

   • Misuse of organization resources

   • Financial misconduct

2. Doctrinal Deviation (verified by Ulamāʾ Advisory Council)

   • Public advocacy against Sunni Islamic principles

   • Actions contradicting ICSC’s Islamic mission

   • UAC determination (binding)

3. Criminal Conviction (verified by court judgment)

   • Felony conviction

   • Conviction involving dishonesty or fraud

   • Conviction affecting ability to serve

4. Chronic Neglect (verified through documentation)

   • Consistent non-attendance (4+ unexcused absences)

   • Failure to perform core board duties

   • Abandonment of responsibility

NOT grounds for removal:

• Disagreement with board decisions

• Unpopular votes

• Losing election

• Criticism of leadership

• Differing opinions on Islamic schools

Due Process (Protects Both Sides)

Step 1: Written Charge

• Specific allegations documented in writing

• Provided to accused board member immediately

• Clear, detailed, non-vague language

Step 2: Response Period

• 14 days to submit written response

• Opportunity to gather evidence

• Can request clarification from accuser

Step 3: Formal Hearing

• Held within 30 days of response

• Full EB minus accused member presides

• Accusers present evidence

• Accused presents defense

• Witnesses allowed

• Right to attorney or advisor present

Step 4: Vote on Removal

• Requires two-thirds (14 votes) of remaining EB members to remove

• Vote taken by secret ballot

• Results documented

• Rationale recorded in minutes

Step 5: Appeal

• Removed member has 14 days to appeal to Senior Advisory Council (SAC)

• SAC reviews procedural fairness

• SAC can uphold removal or recommend reinstatement

• SAC decision final

Timeline: Entire process takes 30–60 days; ensures fairness without indefinite delay.

Vacancy Filling

When a seat becomes vacant:

1. Next highest vote-getter from that election cycle is offered the seat

2. If they decline or unavailable, EB appoints an eligible member

3. Appointed member serves until next regular election

4. Seat opens for election at next election cycle

ARTICLE VII: STANDING COMMITTEES

The Executive Board establishes 11 standing committees, each with ≥3 members drawn from EB and general membership.

Committee Structure & Responsibilities

Committee Operations

Each committee must:

• Elect a Chair (typically EB member overseeing portfolio; community members can chair)

• Keep meeting minutes, archive with General Secretary

• Submit quarterly written reports to EB (activities, expenditures, plans, challenges)

• Seek EB approval for funding or official actions

Committee Authority:

• Can: Draft policies, propose budgets, organize programs, recruit volunteers, set agendas

• Cannot: Spend funds or take official action without EB approval

ARTICLE VIII: WOMEN’S PARTICIPATION & INCLUSION

Scriptural Foundation

“Believing men and believing women are allies of one another; they enjoin what is right and forbid what is wrong.” (Qurʾān 9:71)

The Prophet Muḥammad (peace be upon him) said: “Do not prevent the female servants of Allah from the mosques of Allah.” (Ṣaḥīḥ Muslim)

Women and men share equal accountability before Allah. ICSC is committed to creating spaces where women fully participate in worship, education, decision-making, and leadership.

Access to Worship

Congregational Prayer

✅ Women can attend Jumu’ah (Friday prayer)
✅ Women can attend all five daily prayers
✅ Women can attend Tarāwīḥ (Ramadan night prayer)
✅ Women can attend Eid celebrations and prayers
✅ Women can attend janāzah (funeral prayers)
✅ Women perform all Ḥajj and ʿUmrah rites
✅ Women may join funeral processions (per madhab guidance)
✅ Women have full access to Qurʾān circles, tafsīr sessions, spiritual retreats

Education & Scholarship

✅ Women may enroll in any ICSC program (Maktab through Ḥifẓkhāna)
✅ Women may teach Islamic classes and programs
✅ Women may administer ICSC educational initiatives
✅ Qualified women (ijāzah holders, degree holders, certified professionals) may lecture and mentor
✅ EB provides equitable funding for women-focused learning, research, conference participation

Facilities, Privacy & Access

Prayer Halls

✅ Dedicated women’s prayer spaces—separate, dignified, and acoustically linked
✅ Clear sight-line or audio-visual access to imām
✅ NOT relegated to basement or hidden areas; respected, central location

Entrances & Circulation

✅ Separate entrances/exits for women where feasible (ADA/fire-safety compliant)
✅ Modest circulation paths avoiding unrelated mixing
✅ Signage and wayfinding respecting privacy

Ablution & Facilities

✅ Separate women’s wuḍūʾ (ablution) areas—hygienic, private
✅ Separate women’s restrooms with privacy partitions
✅ Mother-and-infant rooms for nursing, diaper changing
✅ Secure storage for personal items during prayer

Design Standards

All facilities respect modesty (parda/hijab) while complying with:

• Local building codes

• ADA accessibility standards

• Fire safety and emergency egress requirements

Annual Review

Women’s Affairs and Maintenance Committees assess facility needs annually; submit recommendations to EB for implementation.

Programs & Services

Health & Wellness

✅ Women-only fitness classes
✅ Halal sports leagues
✅ Health education workshops (in private settings)
✅ Reproductive health, postpartum care, wellness information

Family Support

✅ Premarital education
✅ Marital counseling
✅ Parenting seminars
✅ Mother-support networks
✅ Domestic abuse support (confidential)

Civic & Charitable Leadership

✅ Women encouraged to lead food drives, refugee aid, interfaith panels
✅ Women serve on community service projects
✅ Women participate in civic engagement and advocacy

Organizational Leadership

Subcommittee Leadership

✅ Women may chair or serve on any committee—Finance, Youth, Religious Affairs, etc.
✅ Expertise determines role, not gender

Women’s Affairs Committee

This committee:

• Advocates for women’s representation across all decision-making bodies

• Monitors implementation of this Article

• Reports annually (with data on participation, recommendations, unmet needs)

Secretary of Women’s Affairs

MUST be held by a qualified woman to ensure authentic advocacy and understanding of women’s needs.

Conduct & Safeguarding Guidelines

Dress & Conduct Standards

• All participants expected to maintain dignified behavior and modest attire (Qurʾānic principle of ḥayāʾ)

• Head-covering (hijab) strongly encouraged for Muslim women but NOT imposed

• Non-Muslim guests asked to dress respectfully (no imposition)

• EB publishes Code of Conduct detailing practical dress/decorum guidelines

No Khilwa (Seclusion)

✅ Unrelated men and women shall not meet in secluded/locked spaces
✅ All meetings held in public or observable areas (glass panels, open doors, third person present)

Zero-Tolerance for Harassment

• Harassment, intimidation, or discrimination on basis of gender strictly prohibited

• Allegations handled through disciplinary procedures (Article VI, Section 7)

• Proven violations may result in suspension or removal

Monitoring & Continuous Improvement

Annual Review

Women’s Affairs Committee submits written report each Shaʿbān covering:

• Facility status and any needed improvements

• Program outcomes and participation data

• Unmet needs and challenges

• Recommendations for EB action

EB Implementation

EB acts on feasible recommendations within one board year; allocates resources where possible.

ARTICLE IX: ADVISORY COUNCILS

Two permanent advisory bodies provide wisdom, guidance, and safeguards:

Senior Advisory Council (SAC)

Purpose

• Preserve ICSC’s long-term vision, ethos, and community heritage

• Offer strategic and conflict-resolution advice to EB

• Mentor emerging leaders and foster inter-generational continuity

Composition

• 15 members: Respected elders (≥55 years old)

• Tenure: ≥5 years active service to ICSC or comparable institutions

• Gender: At least 5 seats reserved for qualified women elders

• Selection: Nominated by any 3 general members; confirmed by EB majority vote

• Terms: 3-year, renewable; staggered (≤3 seats expire per year)

Meetings & Authority

• Frequency: Quarterly or at EB President’s request

• Quorum: 7 members

• Authority: May issue written recommendations; EB must place on next agenda

• No Voting Power: Cannot vote on EB decisions or control budgets

• Non-Binding: Recommendations are advisory; EB makes final decisions

Special Role: Initial Mediation

SAC acts as initial mediation panel for disputes (3-member panel from SAC members). If unresolved within 30 days, escalates to UAC.

Ulamāʾ Advisory Council (UAC)

Purpose

• Provide authoritative guidance on ʿaqīdah (theology), fiqh (jurisprudence), ethics, religious programming

• Review curricula for Islamic School, Maktab, Adult Education

• Vet fatwā requests and public statements for doctrinal soundness

• Act as binding reference for doctrinal disputes within ICSC

Composition

• 5–9 Islamic scholars (ʿUlamāʾ)

• Minimum credential: ʿĀlimiyyah or recognized ijāzah; at least 1 with graduate degree in Islamic Studies/Sharīʿah

• Location: May reside locally or participate remotely (≥2 in-person or video meetings/year)

• Selection: Proposed by Religious Affairs Committee; ratified by two-thirds EB vote

• Terms: 4-year, renewable once; vacancies filled within 60 days

Meetings & Authority

• Frequency: Bi-annually; ad-hoc upon urgent EB request for theological review

• Quorum: Simple majority of appointed scholars

• Authority: Issues written opinions citing Islamic evidences; both majority and minority views recorded

• Binding on Doctrine: UAC majority opinion is decisive reference for theological disputes (unless EB unanimously refers to external Sharīʿah board)

• Non-Binding on Operations: Recommendations on organizational matters are advisory

Procedures

• Issues referred with all relevant documentation

• Scholars deliberate using Qurʾān, Sunnah, consensus

• Written opinion issued with sources and alternate views

• EB adopts one opinion, noting rationale

• Final and binding on theological matters

Joint Provisions

Independence & Confidentiality

• Members serve pro bono; sign confidentiality and conflict-of-interest statements

• Councils free from undue EB influence; EB members attend only by invitation

• Confidential discussions remain confidential

Reporting

• Both councils report directly to EB

• Recommendations shared with relevant subcommittees

• Annual summary to General Membership (protecting privacy)

Budget & Support

• EB allocates modest annual budget for meeting expenses, guest scholars, admin support

Review & Sunset

• Effectiveness reviewed every 5 years

• Dissolution requires three-quarters (¾) EB vote + simple majority General Membership ratification

ARTICLE X: GENERAL MEMBERSHIP MEETINGS

Annual General Meeting (AGM)

Timing & Frequency

• Held once per lunar year in Muḥarram (or nearest practical Gregorian month)

• Specific date set by EB; published ≥30 days in advance

Required Agenda Items

1. Reports from Executive Board, Senior Advisory Council, Ulamāʾ Advisory Council

2. Presentation and approval of externally audited financial statements

3. Any scheduled board elections

4. Constitutional amendments (if any)

5. Community questions and feedback

Notice

• Advance Notice: ≥14 days written or electronic notice

• Distribution: Via email, posted on website, bulletin board

• Content: Date, time, venue (physical and/or virtual), full agenda

Participation

• In-Person & Virtual: Members can attend/vote in person or via EB-approved real-time platform

• Quorum: 25% of general members in good standing required

• Voting: One vote per general member; simple majority on most matters

Procedures

• Robert’s Rules of Order govern unless superseded by Islamic principle, California law, or bylaw

• Parliamentarian may be appointed

• Minutes taken, approved, archived

Special Membership Meetings

Calling a Special Meeting

• Called by EB, OR

• Upon written petition signed by 20% of general members in good standing

• Must occur within 45 days of valid petition receipt

Notice & Procedures

• Same as AGM (≥14 days notice, agenda, quorum requirement)

• Used for urgent matters (major decision, constitutional amendment, etc.)

ARTICLE XI: FINANCIAL MANAGEMENT

Fiscal Year

January 1 – December 31 (Gregorian calendar)

Banking & Disbursements

Account Types

• Funds held only in federally insured accounts

• Preference for Sharīʿah-compliant or interest-free accounts when feasible

• Compliance with Islamic prohibition on ribā (usury/interest)

Spending Authority

• <$2,000: Single authorized signature (President, VP, or Treasurer)

• >$2,000: Dual-signature required (any two of: President, VP, Treasurer)

• >$50,000: EB approval required (two-thirds vote)

Purpose

Dual-signature and spending limits prevent embezzlement, ensure scrutiny, create accountability.

Audit & Reporting

Annual External Audit

• Requirement: Every year (or review if revenue <$250K)

• Process: Independent CPA conducts external audit

• Report Distribution:

  • Reviewed by Finance Committee

  • Presented to EB and SAC

  • Made available to members ≥14 days before AGM

  • Filed with IRS and state

Quarterly Financial Reports

• Treasurer prepares detailed financial summaries

• Presented to EB each quarter

• Posted for member access

• Shows budget vs. actual, reserve status, major expenditures

Member Transparency

• Financial Reports Available: All general members can request detailed financial information

• Timeline: Provided within 14 days

• Content: Line-item budget, donor-restricted funds (aggregated), expense categories, reserves

• Confidentiality: Aggregate data; individual donor information confidential

Contracts & Debt

Contractual Authority

• EB Approval: Required for all contracts, leases, debts

• Vote Threshold: Two-thirds (14 EB votes) required

• Islamic Compliance: All instruments must comply with prohibition on ribā (interest)

• Member Approval: Real estate transactions require two-thirds EB vote PLUS simple majority approval by General Membership at AGM or Special Meeting

Asset Protection

• Adequate property, liability, and Directors & Officers (D&O) insurance maintained

• Annual fixed-asset register updated by Maintenance Committee

• Assets held in ICSC name (not individual names)

Financial Transparency Principles

✅ Quarterly financial summaries posted for members
✅ Donor-restricted funds tracked separately
✅ Annual external audit published
✅ Budget allocation visible (percentages to programs, overhead, reserves)
✅ Large expenditures reported and explained
✅ Member portal provides real-time financial data
✅ No hidden accounts or undisclosed funds
✅ Whistleblower hotline for financial misconduct

ARTICLE XII: INDEMNIFICATION

ICSC shall indemnify its directors, officers, employees, volunteers, and authorized committee members to the fullest extent permitted under California Non-Profit Religious Corporation Law, provided they:

✅ Acted in good faith
✅ Within their authority
✅ In the best interests of ICSC
✅ In harmony with Islamic ethics

Exception: Indemnification does not cover willful misconduct, breach of duty, or criminal acts.

Insurance: ICSC maintains Directors & Officers (D&O) liability insurance to protect board members and hold individuals accountable.

ARTICLE XIII: AMENDMENTS

Proposal Mechanism

Amendments may be proposed by:

• Two-thirds (14) vote of the EB, OR

• Petition signed by 20% of general members in good standing

Notice & Process

1. Draft Circulation: Amendment text circulated ≥30 days before voting meeting

2. Full Discussion: Ample opportunity for community questions and input

3. Voting Meeting: At duly convened AGM or Special Meeting with proper notice

Adoption Threshold

Two-thirds (⅔) of votes cast at properly noticed meeting with quorum required.

Article-Specific Rules

Some articles contain their own amendment provisions. Those internal rules must be satisfied in addition to general amendment thresholds above.

Example: Article VIII (Women’s Participation) requires:

• Proposal by 5 EB members or 25 general members, AND

• Two-thirds EB approval, AND

• Simple majority General Member ratification

ARTICLE XIV: DISSOLUTION

In Event of Dissolution

If ICSC dissolves (highly unlikely, but provided for in law):

1. Debt Satisfaction

• All liabilities paid or provided for

• Contracts honored or wound down

• Staff severance obligations met

2. Asset Distribution

Remaining assets transferred to Sunni Muslim 501(c)(3) organizations in the United States whose purposes are religious, educational, or charitable and which adhere to Ahl al-Sunnah wa’l-Jamāʿah.

No private inurement: No net assets benefit any individual member, director, or officer.

3. Final Report

• Closing financial statement filed with California Attorney General and IRS

• Final report shared with membership

• Records archived

ARTICLE XV: ADOPTION

This Constitution—incorporating all articles and amendments—was adopted by the Founding Executive Board of ICSC on 12 November 2025, corresponding to 21st of Jumada al-Awwal (Jumada I), 1447 AH, and ratified by the inaugural General Membership on 12 November 2025.

CLOSING NOTE

This Constitution is a living document reflecting ICSC’s commitment to faith, education, charity, and democratic governance. It balances Islamic principles with American nonprofit law, ensures accountability, protects individual rights, and empowers community voice.

Every member has the power to shape ICSC’s future through voting, participation, and leadership.