Noor Islamic Cultural Center: A Review of Proposed Bylaws.

Finally, after nine months of discussion and consultation, the Bylaws Committee assigned by the current board of American Islamic Waqf (AIW) has proposed new bylaws.  AIW is a nonprofit Islamic organization that holds the property called Noor Islamic Cultural Center located at 5001, Wilcox Rd., Dublin OH 43016.

Although many community leaders and I have been questioning the legitimacy of the current AIW board since it was handpicked by the disputed chairman and imam Hany Saqr last year, I would like to thank all members of the Bylaws Committee who have worked tirelessly to provide us something to start with. May Allah, the Almighty, accept their services for the sake of their community and may He reward them immensely for the hours they spent away from their families and businesses while working on this document.

I also appreciate the fact that this document has been provided to the community for revision before it is formalized into actual bylaws. This is a good start. It’s an opportunity that must be used wisely in laying a concrete foundation of trust, love and harmony that is needed not only to run NICC but to make this community more vibrant and proactive in pursing the American dream while preserving its Islamic values.  

Although the Bylaws Committee has done a good job in introducing new items and modifying old articles, there is still a lot that needs to be clarified and itemized further.  In addition, there are some important pieces of the puzzle that are still missing, hence leaving the picture incomplete.

The summary of the proposed bylaws talks about the process, but it is very vague. 

• It does not give the names of Ohio’s seven attorneys who helped write this document.
• It does not give the names of community “elders” who were consulted during the process.
• It does not tell us who and how many are checking the feedback emails submitted by the community or how can we see the suggestions made by other community members. 
• It does not define any procedure or identify space for the community to provide public feedback other than having a meeting on the same day of delivery.  

According to my knowledge, the proposed bylaws were delivered to the community through NICC’s electronic newsletter ENN 113 on Friday, March 11 at 1:29 a.m.  The only community forum was scheduled within 20 hours of delivery on a weekday that happened to be Friday too. This was not enough time to analyze a 19-page document that would affect not only NICC itself but also this entire community and especially our youth in the long run.  The notes of that meeting have not been shared with the community either. Similar is the case of the board’s meetings.

Lack of Communication

Regardless of many promises made by the current board, there has been no open communication and sharing of meeting minutes with the community for several months.  This practice of keeping everything secret and under the carpet had severely damaged AIW in the past. There is no need to repeat the mistakes of the previous board.  The Noor community is the backbone of AIW. If the board wants this organization moving forward, they’ve got to communicate with the community with honesty and sincerity and it has to be a two-way, open communication.

The Ownership of “Noor Islamic Cultural Center” 

The top most item that the community needs to know before even discussing the new bylaws is the legal status and the ownership of the name “Noor Islamic Cultural Center.” In August 2009, Hany Saqr, former chairman and current board member, registered an organization “Noor Islamic Cultural Center,” in his personal name and home address after his dispute with other board members that year. Last year, the current bylaws committee’s chairman Asim Z. Haque (Esq.) assured community members that the current board is in the process of transferring that name back from Saqr. Has it been resolved or not? Please tell the community about the procedure and the status of that dispute.

As far as the proposed bylaws are concerned, my analysis is based on the following questions:

• How detailed is it in preventing further argument within the community?
• How effective is it in preserving the rights and values of its community (main donor)?
• How instrumental is it in protecting AIW from future disputes between its board members?
• How sufficient is it in training/bringing new leaders on the board and in committees in coming years?

Here is my feedback regarding certain sections. This is a lengthy discussion, I have the committee’s words in bold and mine as plain text. My emphasis is bold but underlined. I hope this will help.

Section 3.02 Membership.

AIW shall be a religious organization with a formal membership that has voting rights.

This is a major step and a milestone in the history of the organization. It will not make any major difference though, if implemented as suggested in these bylaws. I will discuss it more in Section 4.05.

Section 3.04 Membership Dues.

Membership dues shall be at least six hundred dollars ($600.00) annually, per person.

The bylaws committee explains in the summary:

While this membership fee may appear high, our donation data shows that in 2010, a couple of hundred Brs. and Srs. in the Noor community donated at least $600 per person. Thus, in 2010, if we would have registered for Membership, it stands to reason that Noor would have had a membership of approximately a few hundred Brs. and Srs. This is a substantial membership base.

Maybe they are right, but it will simply exclude:

• Many longtime donors and volunteers who may have donated more than $600 annually in past years but are not able to pay it in one payment.
• All youth who may have turned 18 but do not have enough savings and their parents cannot afford it either.

I suggest:

• Installment in Membership Fee: that AIW finds a way to accommodate regular donors and/or volunteers of the past years who cannot afford to pay this fee in one installment. For example, anyone who paid $600 in any of last fiscal years and is pledging to pay similar amount in installment this year should be able to become a member.
• Reduced Fee and Service hours for Youth: that the fee for under 21-year-old must be reduced by half or more. They may compensate that reduction of fee by providing a certain number of community service hours to the center. This must apply to all youth regardless of their parents’ financial capability.

The Bylaws committee also states:

Furthermore, the annual operating expenses for Noor based upon the latest financial report are extremely high, roughly in the —$700,000 range. Noor needs an annual, guaranteed influx of money in order to operate. If the membership fee is set too low, the concern is that individuals will just pay that amount necessary in order to become members, and Noor will be unable to sustain itself on an annual basis.

• This is incomplete information. They are not telling how much AIW’s income and deficit was.
• This membership fee is bringing a large amount in the budget anyway. If they charge $300 per person and recruit 1000 members this year, they will have a fresh cash flow of $300,000 in the budget. How much more is needed?
• This fee can only be justified if the members are also given all services free or at highly discounted price for their families. This would include all schools under AIW and all other classes that are offered at NICC. This is a model that has been in practice in many mosques. The Islamic Center of Greater Cincinnati is an example next door.   

Section 3.05 Rights and Privileges.

This section does not really list voting rights. It only says: Members in good standing may attend and participate in General Assembly meetings. It would be nice to have a proper list compiled under this heading.

I suggest adding the following in accordance with the general practices of other member based 501 C 3 organizations:

• Right to receive free/discounted services at the center (including all schools, classes, use of facility).
• Right to elect directors.
• Right to quietly attend BOD meetings.
• Right to receive BOD meeting minutes, financial and other reports of the organization in a timely manner.
• Right to call a general assembly meeting through agreed upon procedure.
• Right to amend articles and bylaws.
• Right to run in the election for a BOD position.

Section 4.04 Board Composition.

In the summary, the Bylaws Committee rightly states: The Noor community needs the support of all groups to thrive and prosper. No one group should be excluded. No one group should dominate on the Board.

This is the real challenge. If we get it done right, our community will thrive and we will enjoy the blessings of our diversity, inshaAllah. The committee suggests:

a) at least three (3) women to be included on the Board;

Three women will only comprise 19 % of a full quorum  of 16 directors. This is neither democratic nor Islamic. This should simply be altered to match the percentage of women members in each election year.

b) at least three (3) American-born / raised individuals to be included on the Board;

This should be clearer and have a minimum age criteria for those who have migrated to this country as young children.

c) no more than (4) individuals from the same ethnic background.

The committee discusses this in details in the summary:

The Bylaws Committee nor the Board felt that this should be accomplished via full Membership-wide elections, as you'd essentially create classes of individuals to vote from. That is, it is an extremely difficult and perhaps divisive task to have an election for just our Sisters, or for just our Somali Brs. and Srs., or just our Middle Eastern Brs. and Srs. This mechanism allows the Membership to elect whomever it wants, and the Board is then required to fill-in the Board based upon the diversity requirements after these elections.

In my opinion, the committee is suggesting a recipe of never ending tension, frustration and accusations among various ethnic groups in the community.

I suggest the following:

1.      Through membership forms, sort members on the base of their ethnicity, gender and age.

2.     Categories may include : Middle Eastern, Indo-Pak, Bangladesh, African, Somali (since we have second largest Somali population in Ohio), Caucasian American, African-American, Female, Male, Under 25, Over 25, etc, etc. 

3.      Three months prior to each election, calculate the percentage of each group in the total membership. Set a minimum base for any group to be qualified to have a seat in the board.

4.      Create a color coded system for groups who qualify for having their own seat. Allow the under-represented group to vote for whoever they want.

This may sound complicated but it will actually bring out a real and diverse leadership. For example, there are so many active, outstanding sisters in our community who are not even known to our brothers. The chances for these sisters’ winning an open election are very thin. Only this kind of group-oriented election will tap into the untapped resources and leadership of our beautiful community.

d) Youth Board Member: I also insist that we reserve two board seats for our youth. In each election, under 25-year-old members should be allowed to send one brother and one sister to the board. This will not only bring the young voice to the board, but it will also give us an opportunity to train our future leadership in continuity.  

Section 4.05 Categories and Election/Appointment of Directors.

This section regarding the mechanism and reasoning for having Member elected and Board Appointed directors on the board seems okay by itself. But it becomes a serious issue when we combine it with the following statement in the summary of the bylaws:

Current Board of Directors

The current Board of Directors consists of twelve (12) individuals who were appointed per the provisions of the current AIW bylaws for a term of four (4) years. In order to implement the staggered terms contemplated under the new AIW Bylaws, eight (8) of the twelve (12) current Board members will cut their terms short.

In May of 2012, four (4) of the current Board members will depart having served two (2) of the four (4) years of their terms. They will be replaced by four (4) new Board members pursuant to the terms of the new Bylaws.

1.      At the time of the selection of the current board, AIW was not a membership organization. In 2012, it will become a membership organization, inshaAllah. This should simply be the right of then members to choose whoever they want to run their organization.

2.     If all current directors do not depart from the board at the time of the first election in 2012, the members will only be electing 2 directors. This would be less than 13% of the full quorum of 16 directors and just 16 % of the minimum requirement of 12 directors. After this election, the board will select two more by 2/3 of the majority vote. This will guarantee that member elected board will have no voting majority for many years to come.

3.      The current BOD has been rejected by almost all major community leaders and several prominent community members in the past. AIW current directors cannot escape this harsh reality unless they take courageous steps to legitimize their positions in the board. It will only be in their favor that they honorably dissolve the current board in 2012. They may run in the elections and may win to come back. This will not only earn them more respect and credibility, but it will also help uniting the community by removing the root of conflict and bitterness.

The current Board of Directors, with the support, assistance, and du'as of the Noor community, has developed a wealth of institutional knowledge. Rather than have the entire Board depart in one year, the Bylaws Committee and the Board felt that this approach was best in order to preserve continuity and to implement staggered terms (four Directors added each year).

1.      AIW and NICC have previously survived the sudden removal of Dr. Khaled Farag, Hassan Ayoub, Ashraf Mandoorah and Muffakar Islam. They were working for the organization for a longer period than the current board is. They were the backbone of the organization at the time of their removal and each one of them is an institute within himself. Their removal did harm the organization for the time being, but it did not really stop anything. A pre-planned, smooth transition of the organization’s leadership would not cause any harm at all.

2.     All current and previous AIW directors should be allowed and encouraged to run in the first ever elections of the organization. All of them are human assets of this community. Let the members choose from them and let it be settled once forever. 

Section 4.06 Term of Directors.

All Directors shall serve a four (4) year term. A Director may not serve on the Board again for at least two (2) years after the expiration of his or her term.

1.      No director shall be able to serve for more than two full terms (8 years) on the board. Our community is growing fast. We are rich in human resources. We must make sure that the organization’s board stays vibrant through the addition of fresh blood, stamina, enthusiasm and experience every election year. Ex-directors must always be welcomed to help in various departments, mentoring youth and serving the community at large.

InshaAllah, this rotation of leadership with peace and harmony will strengthen Noor community. It will prevent the use of NICC as a fiefdom for certain individuals. It will also make us a good model for our youth and for other organizations.   

Directors’ Accountability: I also suggest that through these bylaws a new system of director’s screening be introduced in the organization. This system would require all directors to report to their constituents on regular basis. This would also allow members to file reports against any director in case of perceived corruption or the violation of the code of conduct.

Section 4.08 Elections Commission.

An Elections Commission shall be established by the Board.

This should not be valid for 2012 elections.  I suggest that the Election Commission 2012 be selected by the direct elections of all members six months prior to the elections of Board of Directors. Two neutral, professional sisters shall be selected by the current board and community to oversee this process. InshaAllah, community will not be disappointed.

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This is my humble feedback and suggestions to the best of my knowledge and ability. I submit them with utmost sincerity and well wishes for the organization and the center.

“By eventide, every man is indeed at a loss. Except for those who believe, perform honorable deeds, encourage Truth, and recommend patience” (Surah Al-Asr, Holy Quran).

Sincerely submitted by Zerqa Abid to the AIW Bylaws Committee on March 28, 2011