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Note To The Public

This is an extracted version of NANMMA Bylaw published on March 24, 2018. The complete version is available on our Social Network for members. The extracted version is published for the benefit of potential NANMMA Regional Delegates. Please send an email to election@nanmma.us (for USA members) or election@nanmma.ca (for Canadian members) for the complete version.

NANMMA is in the process of updating the current bylaw. Until then, please refer the FAQ sections (NANMMA US FAQ and NANMMA Canada FAQ) for topics that is being considered for amendment to the bylaw.

PREAMBLE

NANMMA is a network of various Malayalee Muslim communities in North America to enrich the lives of others, enhance understanding between fellow communities through cultural/charitable/faith based initiatives and building the next generation benefiting the humanity.

ARTICLE I: NAME

The name of the organization shall be “North American Network of Malayalee Muslim Associations” (NANMMA) from now on referred to as NANMMA or the Association.

ARTICLE II: LOCATION AND ADDRESS

The address of NANMMA provisionally shall be the address of the Current President or such other address shall be determined from time to time by the Board until a permanent place for office is established.

ARTICLE III: JURISDICTION

The area of operation of NANMMA shall extend to United States of America & Canada

ARTICLE IV: DEFINITION OF TERMS

This document will use the following terms moving forward:

  • NBD means the NANMMA Board of Directors.
  • NRD means the NANMMA Regional Delegates.
  • NTC means NANMMA Trustees Council.
  • NAR means North American Region which covers the United States of America and Canada

ARTICLE V: ABOUT NANMMA & OBJECTIVES

ABOUT NANMMA

NANMMA is a national organization of local groups of Malayalee Muslims and their progeny in North America.

NANMMA shall encourage people to join the local group where they are from so that they can be part of NANMMA through the local group. NANMMA shall not persuade any geo-local group to start a local NANMMA chapter or encourage any parallel group when a geo-local group already exists.  In any region if there is no local group, NANMMA shall recommend forming a local group or join the nearest local group that exists.

People shall join NANMMA national database to be part of the national forum to communicate various causes through the tools NANMMA establishes.

OBJECTIVES

Following are the objectives of NANMMA:

  • To affirm allegiance to the United States and US Constitution (US Residents)
  • To affirm allegiance to Canada and Canadian Constitution (Canada Residents)
  • To build bridges of understanding with various faith and non-faith groups in North America
  • To organize and coordinate religious, social, cultural, recreational, interfaith and educational activities to enrich members and fellow communities.
  • To build intergenerational understanding
  • To foster future generations with our tradition and its moral values to build a better society for everyone and safeguard them from religious extremism.
  • To represent the common interest of the Malayalee Muslim community in North America and serve as a unified voice.
  • To identify and discuss the issues/challenges facing Malayalee Muslims settled in different parts of North America
  • To work as a national organization for Malayalee Muslims in North America fostering understanding, mutual respect, and friendship among similar organizations and coordinate activities of common interest
  • To provide awareness platform on contemporary, civic, economic, political, social, and cultural issues affecting the lives of Malayalee Muslim communities in America including honoring eminent personalities in NAR/visiting NAR.
  • To connect all Malayalee Muslims through social media and local groups
  • To provide a platform for our children to interact and know each other to build a strong family ecosystem.
  • To provide resources and moral support for newly coming /relocating /migrating Malayalee Muslims including families/students to settle in the various part of North America.

ARTICLE VI: MEMBERSHIP

The membership in the Association will be open to everyone interested in the aims and the objectives of NANMMA. The members of the groups shall be legal residents of NAR and satisfying one of the following criteria:

  • Muslims of Kerala origin or their progeny who is part of an NAR local Malayalee Muslim group or nominated by 2 existing NANMMA members.
  • Any individual (Muslim or non-Muslim) who married to person satisfying above condition

NANMMA member can be a family or individual above 18 years. Even If individuals are part of local groups, registration to NANMMA is required. NANMMA shall not discriminate based on gender, sect affiliation or political leanings. All members who join NANMMA shall have agreed to accept and abide by the constitution and by-laws of NANMMA. NANMMA shall always encourage members/family to join the local network to be part of the local events.

ARTICLE VII: ORGANIZATION STRUCTURE

Section A: Organs

The organs of the Association are: The General Body, NRD, NBD and NTC

Section B: Organization Structure

  1. General Body: All members of NANMMA.
  2. NRD: The NANMMA Regional delegates shall be the voice of the local group in NRD Committee.  Each regional group shall nominate their NRD
  3. NBD: The NANMMA Board of Directors represents the executive body of the community that would run the day to day operations of the organization.
  4. NTC: The NANMMA Trustees Council represents the custodian body of the community that ensures the organization is operating according to its vision, charter, and mission.

ARTICLE VIII: COMPOSITION AND POWERS OF THE GENERAL BODY

Section A: Composition

The General Body shall be the sovereign body of the Association and shall consist of all members in good standing as described in Article VI above.

Section B: Membership

Membership of the Association shall cease:

  • On death of the member
  • On transfer of permanent residence from USA or Canada
  • On non-adherence to the Bylaws and rules of NANMMA
  • On misdemeanor or such other reasons as the NBD might decide.

Section C: Powers

The powers of the General Body shall be:

  • To nominate delegates to the NRD.
  • To propose any project or program through NRD to the NBD.
  • To propose any amendments to the bylaw through NRD to the NBD.

ARTICLE IX: COMPOSITION, SELECTION AND POWERS OF THE NRD COMMITTEE

Section A: Composition

The NANMMA Regional Delegates (NRD) shall be the voice of the local group in NRD Committee.  Each regional group shall nominate their NRD to represent the region in the NRD Committee. If there are multiple groups in same region, preferred option shall be a joint selection of one NRD for the multiple groups in the same region.

The number in NRD Committee shall be restricted to a total of 100. Each local group can nominate up to 2 NRD based on the number of members in their local group with following rule

  • < 50 families = 1 NRD
  • >= 50 families = 2 NRD
  • Groups less than 10 members shall optionally join with adjoining state group depending on the commuting distance.

To limit the number of members in NRD Committee to 100, when the NANMMA membership grows the NRD’s per number of family equation shall be adjusted not to exceed 100 NRD’s.

For administration purposes, NAR shall be divided into 5 regions (4 regions in USA and 1 in Canada) with the following composition and distribution of NRD’s.

  • Region 5: Canada (20 Delegates)

Section B: Selection to NRD

The nomination of NRD to NRD Committee shall be the discretion of local groups and expected to be based on the consensus from local groups based on description in Section A. NANMMA NBD and NTC shall not interfere in the nomination of NRD’s from local groups. However, in case of multiple applicants for the same NRD position, a lottery overseen by NTC will decide the nominee.

Section C: Powers and term of NRD

The primary role of NRD is to select the NBD as the executive body following the process described in the selection process of NBD in Article X. The NBD is a subset of the NRD.

NRD shall be responsible for executing various tasks assigned by the NBD as decided in the Board of Directors meetings and remains as a vital communication channel between local groups and NBD.

NRD Committee is constituted for a two-year term. They shall meet with NBD and NTC once in every six months. The NBD Executive Secretary will organize and facilitate the meeting.

ARTICLE X: COMPOSITION AND POWERS OF THE NBD

Section A: Composition

The NANMMA Executive Board of Directors (NBD) represents the executive body of the community that would run the day to day operations of the organization. The NBD is a subset of NRD and its members should be a legal resident of US or Canada. However, a NTC member is not eligible for the NBD unless on deputation.

The NBD shall consist of the following members with representation from geographic regions (US 5, Canada 2):

  1. Executive President
  2. Executive Vice President
  3. Executive Secretary
  4. Executive Joint Secretary
  5. Executive Treasurer
  6. Executive Joint Treasurer
  7. Executive Director of Media and Communications

The following positions will be nominated by the above elected members from NRD:

  1. Executive Director of Women’s Affair
  2. Executive Director of Youth Affair
  3. Executive Director of Program and Projects
  4. Executive Director of Assets and Memberships

The roles and responsibilities for each NBD position is listed in the APPENDIX.

In case of multiple nominees for the same position, a lottery overseen by NTC shall decide the nominee

Except for the Executive Director of Women’s Affairs, who has to be a female member there shall be no gender discrimination for any other positions.

The Executive President shall lead the board and supervises all of the day to day business and affairs of the organization.  The Executive Secretary shall keep the minutes of all the meetings and shall be responsible for keeping track of the organization’s activities to make sure the actions of the organization are in accordance to the Bylaws. On a quarterly basis, the Executive Secretary shall submit reports to the NTC for review.  The Executive Treasurer shall keep account of the receipts and disbursements in the organization’s accounting books. The Executive Treasurer shall summarize and post quarterly report to NTC before the 15th day of the next month. Once approved, the summary of the report will be available to all members. All events organized by Women must be approved by the Executive Director of Women’s Affairs.  All events organized by Youth must be approved by the Executive Director of Youth Affairs. All other events should be jointly approved by the NBD and NTC. In NANMMA Board of Directors, each vote counts as one. If there is a tie with an abstention, the Executive President’s vote will count as two to break the tie.

Section B: Selection to NBD

Nomination for the NBD candidate shall be submitted to the Election committee 2 weeks prior to the Election Day declared by the Election committee. Election committee will contact the candidate to verify the candidate’s interest and come up with the final list of candidates. In case of more than one candidate, an election will be conducted by Election committee with virtual voting methods within the region. The candidate with most number of votes will be elected.

Candidate planning to run for NBD position should pitch to the regional NRD committee members one week prior to election day (200-word short summary about the NBD aspirant, 500 word of vision statement for NANMMA for the next two years, 500-word critique of past NBD, both positive and negative and what the candidate would do to make NANMMA stronger and more effective).  Outgoing NBD may respond to the criticism with a 500-word response within 3 days. No additional debates would be allowed. Candidates are prohibited from reaching out to the NRD committee members to ask for their votes. The candidate will be disqualified if he or she reaches out asking for vote. All NRD members must report such incidents to discourage/eliminate background politicking.

The members selected into NBD will select among themselves for various positions in the Executive Board of Directors.  In case of multiple candidates for a position, a majority vote among NBD elects decides each office bearers. Each BOD vote counts as one. If there is a tie with an abstention, Executive President’s vote will count as two to break tie.

Section C:  Responsibilities, Powers and term of NBD

  • The NBD shall be responsible for the general conduct of all business pertaining to the activities of NANMMA.
  • Term Limit shall be two years for all NBD Members.
  • NBD should send a quarterly report to NTC.
  • NBD should get approval from NTC for
    • NBD two-year program roadmap and budget
    • Expense report
  • Each new NBD should have an orientation meeting with the NTC.
  • No of terms and frequency: No individual shall have 2 consecutive terms; a break is required after each term.
  • The NTC may appoint an external auditor if needed.
  • NBD may propose changes or update to bylaw with two-thirds consent from NRD.  Bylaws can be updated or changed only with NTC approval.
  • NRD members who are part of the NBD should perform the duties of required by both NBD and NRD roles.
  • NBD could be dissolved by the NTC if the NBD performance is not according to the mission, value, and the Bylaw.

ARTICLE XI: COMPOSITION AND POWERS OF THE NTC

Section A: Composition

The NANMMA Trustees Council (NTC) is the custodian of NANMMA and its Bylaw. The NTC, which includes the founding members of the organization, ensures the organization is operating according to the vision, charter, and mission for the benefit of the community.

It includes the signing authorities that interacts with government entities – President, Secretary and Treasurer. NTC membership nominates the President, Secretary and Treasurer. Each nomination is confirmed when it receives 2/3rd approval from the NTC membership.  The term of the President, Secretary and Treasurer shall be three years to help NBD to transition to new committee. In case the year is an NBD election, then the NTC signing authorities would be extend their term by a year. The current President, Secretary and Treasurer can be re-nominated and confirmed again with 2/3rd approval from NTC membership.

Citizens or Permanent Residents of US and Canada are eligible to be a member of the NTC.

Each NTC members are volunteers from the initial bylaw committee and has donated towards the charter expenses of the organization with an initial amount of $250.

The NTC will set the process to elect members to various positions in the organization. As the custodian of the organization and the bylaw, the NTC will seek feedback and comments on the Bylaw as part of the processes it will establish. Any change in the Bylaw must be approved the NTC.

The NTC has the authority to remove any NBD member or the entire NBD should:

  1. The member or the NBD is no more productive, or
  2. The member or the NBD is moving away from the vision, charter, mission, and Bylaw of NANMMA.

NTC will assume the responsibilities of the removed member(s) or dissolved organizational group until the new body is elected.

Any decision from NTC shall have the approval of two thirds of NTC Members. Two thirds are computed by rounding up the fraction to the next whole number.

ARTICLE XII: MEETINGS OF THE GENERAL BODY, NBD, NRD, and NTC:

Section A: NBD Meetings

The NBD shall meet at least once in two months. The date of the meeting shall be decided at the previous meeting of the NBD.

The NBD shall meet at least once in six months with NRD and NTC. The date of the meeting shall be decided at the previous meeting.

Section B: NRD Meetings

The NRD shall meet at least once in three months. The date of the meeting shall be decided by the previous meeting of the NRD or by the Executive President of the NBD.

Section C: General Body Meetings

NANMMA General Body shall meet on second Sunday of February of every year or as decided by NBD/NRD together.

Section D: NTC Meetings

The NTC shall meet at least once in two months. The date of the meeting shall be decided at the previous meeting of the NTC.

ARTICLE XIII: QUORUM

Section A: Criteria

The quorum for the General Body shall be not less than 50% of the total membership of NANMMA enabled by Virtual meetings

The quorum for a meeting of the NBD shall be at least more than 50% of the Board, including the Chairperson or his/her designee enabled by Virtual meetings.

The quorum for the NRD meeting shall be at least more than 50% of the membership of the NRD enabled by Virtual meetings.

The quorum for the NTC meeting shall be at least more than 50% of the membership of the NTC enabled by Virtual meetings.

ARTICLE XIV: DURATION AND REMUNERATION OF THE BOARD

Section A: Duration

All Members of the NBD and the NRD shall be elected for a period of two years. Three months prior to the expiration of their term of office NTC shall appoint an election committee to oversee the NRD election for the next term.  Except the first NRD elections, future NRD elections shall be conducted on the second Sunday of the month of January in the election year.

Except the first NBD elections, future NBD elections shall be conducted on the fourth Sunday of January in the election year.

Section B: Remuneration

Unless otherwise directed by the General Body, the members and office bearers of the NBD and the NTC shall work honorary and shall not draw any remuneration or honorarium whatsoever.

ARTICLE XV: CONFLICT OF ORGANIZATIONAL INTEREST

Section A: Purpose

The purpose of the conflict of organizational interest policy is to protect NANMMA’s interest when any of its board of director becomes a board of director in a similar Malayalee Muslim organization at a national level in US or Canada.

Section B: Definitions

Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect organizational interest, as defined below, is an interested person.

Organizational Interest

A person has an organizational interest if the person has, directly or indirectly:

  1. Holds a board of director position in a similar Malayalee Muslim organization at a national level in US or Canada.
  2. Announces interest in running for a position in a similar Malayalee Muslim organization at a national level in US or Canada.
  3. Forms a similar Malayalee Muslim organization, including virtual, at a national level in US or Canada. Such organizations include informal or virtual social media groups with similar goals and objectives.

Section C: Procedures

Duty to Disclose

In connection with any actual or possible conflict of organizational interest, an interested person must disclose the existence of the organizational interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the reported organizational interest.

Determining Whether a Conflict of Interest Exists

After disclosure of the organizational interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of organizational interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest

  1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the possible conflict of organizational interest.
  2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate the reported or disclosed organizational interest.
  3. After exercising due diligence, the governing board or committee shall determine whether the person has violated NANMMA’s Conflict of Organizational Interest.

Violations of the Conflicts of Interest Policy

  1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of organizational interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
  2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

ARTICLE XVI: CONFLICT OF FINANCIAL INTEREST

Section A: Purpose

The purpose of the conflict of financial interest policy is to protect NANMMA interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section B: Definitions

Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

  1. An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,
  2. A compensation arrangement with the Corporation or with any entity or individual with which the Organization has a transaction or arrangement, or
  3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section C: Procedures

Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists

Procedures for Addressing the Conflict of Interest

  1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
  2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
  3. After exercising due diligence, the governing board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
  4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

Violations of the Conflicts of Interest Policy

  1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
  2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

ARTICLE XVII: BYLAW AMENDMENTS

Section A: Custodian of Bylaw

NANMMA Trustees Council is the custodian of the bylaw and is responsible for any amendments to it.

Section B: Amendments During Legal Review

Any amendments to the bylaws, proposed during the legal review of organization registration, can be incorporated into the bylaw by the approval of NTC to avoid any hindrance to the registration process and/or operations of NANMMA.

Section C: Amendments After Registering NANMMA

Amendments to the By-laws can be propose by any member through the NRD and NBD.  Two-thirds of the present (in the proposal review meeting) NTC membership must approve the proposed change for it to be amended in the bylaw.