Section 1 — IMANA’s Board of Directors is called the Board, hereby known as “The Board”. The Board is responsible for overall policy and direction of the association, and delegate’s responsibility of day-to-day operations to the Executive Committee, staff and other committees. The board shall have up to 15, but not fewer than 7 members, known as Directors. The Board receives no compensation other than reasonable expenses. The Board will dutifully fulfill the following roles:
- 1.1 The members of The Board shall be the trustees of the properties and other assets of the Association.
- 1.2 The Board shall safeguard and interpret the Association’s mission and purpose. The Board shall be extensively involved in the strategic planning of the organization.
- 1.3 The Board shall appoint an Executive Director or Managing Director for the Association. The Board shall also conduct his/her overall assessment on a yearly basis.
- 1.4 The Board shall appoint an IMANA representative to the Federation of Islamic Medical Associations (FIMA) for a 3-year renewable term.
- 1.5 The Officers of the Board (President, Vice-President, Treasurer, and Secretary) will serve as the core Executive Committee members as outlined in Article IV.
- 1.6 The Board President can appoint a chairperson to manage the affairs of the Board while assisting the Secretary and the Treasurer.
- 1.7 The Board shall ensure legal and ethical integrity and maintain the accountability of the Association. The board shall receive quarterly reports of Association accounts.
- 1.8 The Board shall be the final arbiter of any corrective and grievance issues.
- 1.9 The Board shall orient new Board members and annually assess board performance.
- 1.10 Board shall meet at least once a year and may hold any number of such meetings as the board may determine.
- 1.11 The Board meeting may be called upon the request of at least two members of the board.
- 1.12 As the directors of the association, the Board shall be the only authority to receive and discuss a proposal of dissolution of the association. In the event of dissolution the board shall be the sole body to disburse the assets of the association after paying all the liabilities of the association, distribute the remaining assets to Islamic organizations with the same general purpose and tax-exempt status under IRS section 501 (c) (3) as now enforced or henceforth amended.
- 1.13 Board members are encouraged and may play advisory roles as members of standing committees and determined by the Board itself and as needed by the purposes of the committees. If an elected board member serving on a committee is unable to complete the term, the next highest vote-getter in the most recent election will be appointed to fill that vacancy. If a past President is unable to finish the term, one of the prior Past Presidents will be appointed subject to the recommendation of the President and approval of the Board. He/she will complete the term of the persons they replace.
6.1.14 The Board shall bestow the honorary title of Ambassador on certain board members by a vote of the board. Ambassadors are nonvoting board members, who serve as external representatives of IMANA. Ambassadors are relieved of any other Board duties mentioned in these bylaws in order to represent the organization. Board terms for ambassadors can vary according to the Ambassador’s desire and effectiveness in continuing to serve IMANA. Ambassadorship can be revoked at any time by a majority vote of the board
Section 2 — Structure of the Board: The Board will minimally consist of the following:
- 2.1 1 President
- 2.2 1 Vice-President
- 2.3 1 Secretary
- 2.4 1 Treasurer
- 2.5 1 Immediate Past President (not already serving as Vice-President, or Secretary, or Treasurer)
- 2.6 1 Life member in good standing
- 2.7 1 honorary member for a total of 7 minimally, but can be expanded beyond this group as needed following qualifications as listed in these bylaws.
Section 3 — Qualification and Process:
- 3.1 To be qualified for nomination to the Board, a member shall have been an Active Member in Good Standing for three (3) preceding consecutive years or a Life Member, and shall have been actively involved in the IMANA activities for at least one (1) year as Chairman of a Standing Committee, a member of the Executive Committee or President of a local chapter.
- 3.2 A list of four (4) candidates will be given by the Membership and Election Committee to the Board, which will elect one of them to the Board to serve a three-year term. The term of office will be three (3) years for members at-large and three (3) years for the Past President. The incumbent President will be Ex-officio of the Board.
Section 4 — Terms and re-election: All Board members shall serve three-year terms, but are eligible for re-election for up to five consecutive terms.
Section 5 — Meetings and notice: The Board shall meet at least once annually, at an agreed upon time and place. An official board meeting requires that each Board member have written notice at least two weeks in advance.
Section 6 — Board elections: New directors and current directors shall be elected or re-elected by the voting representatives of members at the annual meeting. Directors will be elected by a simple majority of members present at the annual meeting.
Section 7 — Election procedures: The Membership & Election Committee shall be responsible for nominating a slate of prospective board members representing the association’s diverse constituency.
Section 8 — Quorum: A quorum must be attended by at least forty percent of board members for business transactions to take place and motions to pass.
Section 9 — Officers and Duties: There shall be four officers of the board, consisting of a president, vice-president, secretary and treasurer. Their duties and terms are outlined in Article IV of these bylaws.
Section 10 — Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.
Section 11 — Resignation, termination, and absences: Resignation from the board must be in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 12 — Special meetings: Special meetings of the board shall be called upon the request of the President, Vice-President, or one-third of the board. Notices of special meetings shall be sent out by the Secretary to each board member at least two weeks in advance.