BY LAWS OF

MALAYSIAN ISLAMIC FOUNDATION OF NORTH AMERICA

(MIFNA)

ARTICLE 1 NAME

The name of the corporation is MALAYSIAN ISLAMIC FOUNDATION OF NORTH AMERICA (MIFNA).  The Corporation will be incorporated as a non profit or not for profit corporation.

ARTICLE 2 PURPOSE

The primary objective for this non-profit Corporation is to establish a Malaysian Islamic Foundation of North America, to be situated in Southern California; and whose purpose to engage in all type of activities, not prohibited by law, and that will stimulate social, cultural, religious, educational, welfare and recreational activities for its members; and to foster interfaith and intercultural activities with the aim of promoting understanding with the people of other faiths in United States of America.

ARTICLE 3 LIMITED LIABILITY OF MEMBERS

No member or director of the Corporation shall be individually or personally liable for the debts or liabilities contracted or incurred by the Corporation unless such member signs a writing assuming such debt or liability. There is no presumption or inference that any member of the corporation has consented or agreed to the incurring of any obligation by the corporation from the mere fact of joining or being a member of the Corporation.

ARTICLE 4 OFFICIAL ADDRESS

The official address of this Corporation for the transaction of its business shall be in Southern California and as determined by the Secretary.

ARTICLE 5 MEMBERS

SECTION 5.1 CLASSIFICATION OF MEMBERS.

The corporation shall have 3 categories of members, honorary, individual/ family, and students.  Each member has equal voting and other rights with regard to the purpose of this corporation.  No person shall hold more than one membership in the corporation.

SECTION 5.2 ADMISSION TO MEMBERSHIP

i) HONORARY MEMBER

• Any Muslim of Malaysian origins over the age of 18, who are non-resident of California shall be admitted to Honorary membership upon approval by the Board of Directors on application submitted by such persons.

ii) INDIVIDUAL/FAMILY MEMBER

• a) Any Muslim of Malaysian origins over the age of 18 residing in Southern California shall be admitted as individual/family member upon approval by the Board of Directors on application submitted by such person.

• b) Any Muslim of non Malaysian origins residing in Southern California, over the age of 18, shall be admitted as individual/family member upon approval by the Board of Directors on application submitted by such person.
  
  
  
  
  

iii) STUDENT MEMBER

• Any Muslim student over the age of 18 shall be admitted as student member upon approval by the Board of Directors on application submitted by such person.

• 1. FRIEND OF MIFNA

• Any person who wants to donate to MIFNA but are not covered by MIFNA BY Laws.

• Friend of MIFNA does not have voting rights.
  
  

SECTION 5.3 DUES

The annual dues payable to the corporation by members shall be in such amounts as shall be determined by Board of Directors. Dues shall be payable for the first year (12 months period) on admission to membership and annually thereafter.

SECTION 5.4 TERMINATION OF MEMBERSHIP

The membership and all rights of membership shall be automatically terminated on the occurrence of any of the following causes:

• a) The voluntary resignation of a member with written notice by such members to the President or Secretary of the Corporation.

b) The death of the member.

c) Nonpayment of the annual dues after a lapse of 1 year.

ARTICLE 6 MEETING OF MEMBERS

SECTION 6.1 PLACE

Meeting of members shall be held at the official office of the Corporation or at such other location within Southern California as may be designated by the Board of Directors.

SECTION 6.2 REGULAR MEETINGS/ACTIVITIES

The members shall hold regular meetings at least annually on the date to be chosen by the Board of Directors at a time and place as designated for the purpose of transacting such proper meeting.

SECTION 6.3 ANNUAL GENERAL MEETING (AGM)

In addition to the regular meetings the members shall hold Annual General Meeting (AGM) on a date to be chosen by the Board of Directors but in no event later than 30th November of that year, at a time and place as Board of Directors shall designate, for the purpose of transacting such proper business as may come before the meeting.

SECTION 6.4 NOTICE OF MEETINGS

Written notice of every meeting of members shall be mailed or E-mailed, two weeks before the date of the meeting, to each member.  Only the CEO/President or the Secretary can call for the meetings

SECTION 6.5 QUORUM

A quorum of any meeting of members shall consist of one-third of the members entitled to vote.

SECTION 6.6 CONDUCT OF MEETINGS

The CEO/President, or alternatively the Deputy CEO/Deputy President or in their absence, any other member chosen by a majority of the members present, shall serve as Chairman of the Meetings of members. The Secretary of the corporation, or in his or her absence any other member designated by the Chairman of the Meeting, shall act as the Secretary of Meetings of the members.

SECTION 6.7 VOTING OF MEMBERSHIP

Each member is entitled to one vote on each matter submitted to vote of the members.

ARTICLE 7 DIRECTORS

SECTION 7.1 BOARD OF DIRECTORS

The powers of the Corporation shall be exercised and its affairs administered and executed by a Board of seven Directors, consisting of the Chief Executive Officer (CEO)/President, Deputy CEO/Deputy President, Secretary, Chief Financial Officer (CFO), and three Board Members.

SECTION 7.2 QUALIFICATIONS

The Directors of the corporation shall be members of the Corporation.

SECTION 7.3 PATRON

The Honorable Consul General of Malaysia in Los Angeles shall be the patron of the Corporation or his appointed representative.

SECTION 7.4 DIRECTORS FUNCTION

i. Chief Executive Officer/President

• • The Chief Executive Officer/President shall be the general manager of the Corporation. He or she shall preside at all meetings of the Board of Directors and of the members, and shall perform all other functions typically performed by a chief executive officer.

ii. DEPUTY CEO/Deputy President

• • The Deputy CEO/Deputy President performs the duties of the CEO/President in the absence of the CEO/President and shall assist the CEO/President in any special assignments or duties.

iii. SECRETARY

• • The Secretary shall keep the minutes of the Board of Directors meetings and meetings of the members; and shall be custodian of all records and documents of the Corporation; shall be responsible for all communication of the Corporation with its members; and shall be responsible to act as the coordinator for the Corporation and its activities; shall maintain membership file of all members; shall maintain an attendance file of all activities.

iv. Chief Financial Officer

• • The Chief Financial Officer (CFO) shall be responsible for all monies of the Corporation; shall make periodic financial reports to the Board; shall prepare the annual financial statement; shall be responsible of grants, contributions, donations received on behalf of the corporation; collections from annual membership dues; disbursement of funds for the operation and the various activities of MIFNA.

v. OTHER DIRECTORS

• • The remaining three Directors shall have responsibility for helping in the general corporation activities.
    
    

vi. EX-OFFICIO

• • The Consul General of Malaysia in Los Angeles shall appoint two Ex-Officio to the Board. The two ex-Officio shall be advisors, observers and liaison between the Corporation and the Consulate General of Malaysia.

SECTION 7.5 MEMBERSHIP FEES.

The annual membership dues joining fees to the Corporation shall be $25 for individual membership and $35 for family membership.  Student member will be $5 annually.

SECTION 7.6 SUBCOMMITTEES

The Board of Directors may designate any Committee or Committees deemed necessary or useful in assisting the Board of Directors in the execution of its duties. The Chairman of the Sub-Committees shall be appointed by the Board of Directors and the Chairman in-turn has the power to appoint the members of the committee.

ARTICLE 8 ELECTIONS

SECTION 8.1 NOMINATIONS

Prior to each election of the Board of Directors, the CEO/President shall appoint a member as an Election Chairman to prepare a slate of candidates and balloting method.  The Board of Directors shall have the right to use any method for procuring nominations for Board elections, provided that such method shall be just and fair.

SECTION 8.2 TIME OF ELECTIONS

The Directors shall be elected at the AGM meeting of the members.

SECTION 8.3 MANNER OF ELECTION

The Election Chairman shall examine all ballots cast in an election. The candidate with the highest number of votes for each office shall be elected to such office. A person may be nominated for more than one office but shall not hold more than one office. In the event of a tie vote, the                                existing Board of Directors shall select the Director by secret ballot, and the decision shall be final.

SECTION 8.4 TERM OF OFFICE

Each director shall hold the office for two years term commencing January 1 of the year following such Director’s election.

SECTION 8.5 VACANCIES

In the event that a director is not able to complete his or her term, the CEO/President shall appoint with the approval of the Board of Directors a member to serve the balance of the term of office of the absentee director.

ARTICLE 9 MEETING OF THE BOARD OF DIRECTORS

The Board of Directors shall meet at such date, time and place as may be designated by the CEO/President. Notice of the meeting shall be given to each director one week prior to the meeting.  Four directors shall constitute a quorum of the Board of Directors. Directors may participate in a meeting through the use of conference telephone, E-mail, or similar communication equipments.

ARTICLE 10 ACTIONS WITHOUT MEETING

Any action required to be taken by the Board of Directors may be permitted without a meeting, provided all Directors individually or collectively consent to such action. Such consent shall be written and filed with the minutes of the proceedings of the Board of Directors. Such action shall have the same force and effect as the unanimous vote of the directors.

ARTICLE 11 FUNDS, FINANCE AND EXPENDITURES

SECTION 11.1 FUNDS

All MIFNA funds shall be obtained through members annual dues membership fees; contributions and donations; and fund raising activities.

SECTION 11.2 OPERATIONAL EXPENSES

Operational expenses more than $100.00 must be approved by the CEO/President.

SECTION 11.3 EMERGENCY FUND

The CEO/President shall be empowered to appropriate and spend an emergency fund not exceeding the sum of $200.00 for a valid reason. This must be reported for approval at the next meeting of the Board of Directors.

SECTION 11.4  REGULAR EXPENDITURE

All expenditure shall require the approval of a simple majority of the Board Members attending the regular Board meeting or by telephone conference call or Email. The expenditure must be documented in the next meeting of Board of Directors.

SECTION 11.5 CHECK SIGNATORIES

The CEO/President and the CFO shall be the signatory of all checks. In the absence of CEO/President

the Secretary shall be the alternate signatory of checks.

ARTICLE 12  DEDICATION OF ASSETS AND DISTRIBUTION ON DISSOLUTION

SECTION 12.1 NO DISTRIBUTION OF GAINS

The Corporation is not organized, nor shall it be operated, for pecuniary gain or profit and it does not contemplate the distribution of gains, profit or dividends to its members, and is organized solely for non-profit purposes. The property, assets, profit, and net income of the Corporation shall inure to the benefit of any directors, officers, or member of the Corporation.

SECTION 12.2 DISSOLUTION

On the dissolution or winding up of the Corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of the Corporation shall be distributed to a non-profit fund, foundation, society or corporation, which has established its tax-exempt status under the United States Internal Revenue Code and the Revenue and Taxation Code of the state of California. The                           Board of Directors shall select such recipient and the decision shall be final.

ARTICLE 13 AMENDMENTS, INSPECTION

SECTION 13.1 AMENDMENTS

These Bylaws shall be effective on their being approved by the Directors and the majority of the members. Any provisions of these Bylaws may be amended or repealed. In whole or in part, by a majority vote of the members attending any general meeting or special meeting of the members of the Corporation, or by a majority of ballots mailed pursuant to Section 6.7 of these Bylaws. Quorum requirements will apply.  A copy of the proposed amendment shall be sent to each member at least two weeks prior to such meeting.

SECTION 13.2 INSPECTION

The original or a copy of these Bylaws as amended shall be kept at the official office of the Corporation, and shall be open to inspection by all members at any reasonable time.

Adopted at the inaugural 2^nd AGM on April 15, 2007 5, 2008.

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