Boards

• The board can be only one elected board. It is usually called the board of directors

  • • Advantages

      • • Simplified format

        • One board election

        • No need to assign power to a higher body

    • Disadvantages

      • • No recourse if the election was botched or hijacked

        • No recourse if the board is moving away from the mission of the organization

        • Ownership must be secured with NAIT. Otherwise, if the board has control over facilities, buy/sell/rent decisions can happen too easily and sometimes with significant consequences

• Boards can also be composed of 2 bodies, BOD and BOT

  • • • • Advantages

          • • Ownership can stay in the community and be assigned to the BOT instead of NAIT

            • BOD has a supervising entity to intervene in case of botched or hijacked election

            • BOT can dissolve BOD if it moves away from the mission of the organization

        • Disadvatages

          • • BOT can have too much power, especially if it is permanent, and the members have no recourse against its actions

BOD is the board that is in charge of the masjid's administration and operation

Recommendations

• 3-year term

• Number of 7 or 9 board members

• A staggered election for 2 or 3 members every year is better than a complete change of the entire board every election

• Quorum is 50% attendance, with the president as the swaying vote

• Property decision requires ⅔ of the BOD vote

• Other decisions require >50% of the board

• Ensure there is a minimum number for decision-making; otherwise, 25% of people (50% of 50% attending) will end up making an important decision.

•  Low attendance and voting can be problematic for the masjid, as it allows a few people to call an emergency meeting when other members are out of town. Therefore, steps should be taken to avoid this situation

• Members must be active members for 2-3 years before they can run for a BOD position.

• It is recommended to add requirements of serving on a committee for 1-2 years before being able to run for the BOD.

• It is also recommended that BOD members have other qualifications like expertise, education, years of service, donation (based on income or absolute amount), and volunteerism

• Appointment: 

  • • BOT may be appointed for the first time for 6 years. 

    • After that, it should be elected. 

    • No permanent positions.

• Number: 9-13 members and diverse

• Term: 6-year term (permanent positions are definitely not recommended. It will lead to stagnation, groupthink and concentration of power)

• Election

  • • Staggered vs. successive: It is better to have staggered elections of 2-3 members every 2 years so each member ends up staying 6 years (or the term of the BOT). 

    • Successive election means changing the entire board at once, which is disruptive to the continuity of the BOT operation

    • Not having the same people for 6 years (BOT term) helps prevent inter-alliances and concentration of power

    • The way the election is done is per the election policy, per the election committee

• Officers

  • • Officers (minimum president, secretary, and treasurer)

    • Officers role definition

• Responsibilities: 

  • • Bylaws: BOT should not be the one changing the bylaws. Any suggested changes must start at the BOD success committee level and be discussed by BOD and BOT, then a public comments period, and then brought to the general assembly for ratification

    • Election: an independent election committee with a report to the BOT election to the BOD (BOD election is reported to the BOT). BOT should not decide which member is eligible for election. It should not have the power to disqualify someone who fulfilled the criteria as decided by the membership committee and the election committee. BOT must not also lobby anyone or develop an election list for BOT or BOD elections.

    • Ownership: 

      • • Property decisions (sale, purchase, rent, build, expand, and major remodeling) 

        • Property decisions require a supermajority (2/3 of all members, not only the ones in attendance)

    • Subsidiary organizations:

      • • Schools (Sunday and full-time schools) could be wholly owned by the masjid and report to the BOD as a committee

        • Schools (especially full-time) could also be a subsidiary organization to minimize liability. In this case, it is bound to the BOT and must present its report to it.

        • Other subsidiary projects, such as the cemetery and the food pantry, have much less liability, and their ownership should remain with the organization. The ownership decision is with the BOT, and the management is kept under the BOD and the service committee

    • Mission oversight

      • • BOD must present to BOT quarterly an operational report, a financial report, and a mission report (strategic plan implementation report)

        • BOT has the right to dissolve BOD and ask for a new election if

          • • BOD is off track with the mission, Islamically, or in implementing the strategic plan

            • BOD election was clearly rigged and subject to influence other than neutral, fair election

    • Records keeping: All bylaws, policies, meeting minutes and resolutions, meeting recordings, performance evaluations, feedback and complaints, disciplinary actions, programs and services registrations, contracts, financial records, correspondence must be recorded in:

      • • Permanent tamper-proof cloud system with a backup

        • Confidentiality and privacy must also be respected

        • Limited access based on need

    • Endowment

      • • BOT must start an Islamic investment account in the name of the organization (investment decision by the BOD finance committee)

        • BOT must establish the endowment paperwork and implement it

        • BOT and BOD to promote donations to and inclusion of the endowment in members' estate planning

    • Strategic planning

      • • BOD Success Committee will analyze and develop a plan and present it to BOD, then BOT

        • BOT will adjust and approve

        • BOT will follow up on implementation

        • BOT will adapt and update as needed

    • Emergency management

      • • In case of BOT cancelling the BOD election (for an obviously irregular election), the old BOD will continue its role until a new BOD is elected. This can be significantly minimized by doing staggered, not successive elections.

        • In case of BOD dissolution by a decision of BOT for going off mission, BOT will assume the BOD role for a maximum of 3 months till a new election is held.

        • In extreme cases that threaten the existence of the organization, BOT (or at least 3 BOT members, preferably officers) will run the organization till the threat is resolved. This measure is subject to an immediate review by the arbitrator/conflict resolution body and the external auditor, and their report must be shared with all members. A general assembly is due immediately, and it will continue after the reports are available. Members have the right to cancel the emergency status.

• Qualifications: 

  • • Practicing (Sunni)  Muslim

    • Good criminal, background, and credit record

    • Active member for at least 10 years (5 years for the first BOT election after the first appointment)

    • Served on BOD for at least 2 full terms

    • A certain donation amount or volunteering hours

    • A certain level of education

    • A certain level of expertise, like being able to train and run at least one of the functions of the BOT

• Disqualifications

  • • Failing to have one of the qualifications

    • Immoral acts

    • Illegal acts

    • Less than 50% BOT meetings attendance

    • Refusal to take an active role in the BOT

    • COI that has no alternative 

    • Being paid as an employee/contractor/consultant, or an immediate family member at the masjid or one of its subsidiary organizations

    • 3 separate documented violations of policies and procedures

• Removal 

  • • Disqalified

    • Failure to have 50% attendance

    • Failure to participate in responsibilities

    • Failure to follow the meeting, ethics, conduct, and election rules

    • Failure to resolve COI

    • Failure to maintain confidentiality

    • Committing fraud

• Resignation

  • • Can be submitted at any time

    • 90 days notice

    • Must submit a reason and must be reviewed by the feedback, audit, and conflict resolution committee

• Replacement

  • • Within 90 days of the resignation or removal, the action is effective

    • Appoint a replacement by the rest of the BOT by a qualified person, and only till the next election cycle

• Code of ethics and conduct 

  • • Code of ethics

    • Code of conduct

    • Fudciary duty

    • Meeting conduct, taking minutes, minutes book, mistakes, fiduciary duty

• Meetings

  • • Frequency

    • Location

    • Notice

    • Attendance

    • Emergency meeting

    • Quorum: 

    • Voting: in person, proxy, phone, email

    • Decisions: majority, super majority, who breaks a tie

    • Meeting rules

    • Minutes

• Training

  • • General leadership training

    • Specific officer position training

    • Specific committee function training

• Confidentiality

• Conflict of interest

• Compensation: 

  • • In general, no BOT member should be compensated. However, if the organization is very large and the time commitment of BOT members is substantial, fair fixed compensation can be paid.

    • The general assembly must approve compensation that is compatible with the bylaws before it is in place. 

    • No board is allowed to approve payment for itself.

    • Full-time employees (and their immediate family members) cannot be on any board.

• Reimbursement: 

  • • BOT members can be reimbursed for an expense that is related to an official assignment that does not create any COI. 

    • Receipts must be submitted to the payments person in the finance committee with a copy of the approved assignment by the BOT, and then paid

    • A limit of a few hundred dollars should be set. Above that, payment must be reviewed by the entire finance committee before it is paid.

• In some masjids, BOD is called the executive committee and means the same

• In some masjids, it means a few people from BOD who can make daily decisions and leave the key decisions to the entire BOD. This helps expedite daily decisions.

Understanding the Executive Committee

Within the governance structure of a nonprofit organization, the executive committee serves as a vital leadership body, acting as a steering group for the full board of directors. This committee is typically a smaller, more agile group composed of key board officers, entrusted with the authority to make certain decisions and act on behalf of the board between its regular meetings. Its primary function is to enhance the board's efficiency and effectiveness, ensuring that critical matters are addressed promptly and that the board's strategic direction is maintained.

Composition and Structure

The executive committee is generally comprised of the board's principal officers, which commonly include the board chair or president, vice-chair or vice-president, secretary, and treasurer. The organization's chief executive officer (CEO) or executive director is frequently included as a member, often in an ex officio, non-voting capacity. This allows them to provide essential operational insights without participating in governance decisions that directly pertain to their role and compensation. The specific composition and selection process for the executive committee are typically outlined in the nonprofit's bylaws.

Key Functions and Responsibilities

The executive committee's role is multifaceted, encompassing a range of responsibilities that facilitate the smooth operation of the board and the organization as a whole. Its core functions include:

• Acting on Behalf of the Board: The most significant function of the executive committee is its ability to make decisions on behalf of the full board, particularly on urgent matters that arise between regularly scheduled board meetings. This allows the organization to be more responsive and nimble in a dynamic environment.

• Setting the Board Agenda: In collaboration with the CEO or executive director, the executive committee often plays a central role in planning the agenda for full board meetings. This ensures that meetings are focused, productive, and address the most pressing strategic issues facing the organization.

• Advising and Supporting the Chief Executive: The executive committee serves as a crucial sounding board and advisory body for the CEO. It provides guidance, support, and feedback on operational matters, strategic challenges, and emerging opportunities.

• Overseeing the Chief Executive: A primary responsibility of the executive committee is the annual performance evaluation and compensation review of the CEO or executive director. This is a critical governance function that ensures accountability at the highest level of management.

• Handling Sensitive or Confidential Matters: Due to its smaller size, the executive committee is often tasked with addressing sensitive or confidential issues that may not be appropriate for discussion by the full board, such as personnel matters or preliminary discussions about strategic partnerships.

• Monitoring Organizational Performance: The committee often takes the lead in monitoring the organization's progress toward its strategic goals and financial health, reporting its findings and recommendations to the full board.

Authority and Limitations

The full board delegates the authority of the executive committee and must be clearly defined in the organization's bylaws. While it can act on behalf of the board, its powers are not unlimited. Typically, an executive committee cannot:

• Amend the organization's bylaws.

• Elect or remove board members.

• Approve the annual budget.

• Make major strategic decisions that would fundamentally alter the organization's mission or direction, such as a merger or dissolution.

These significant decisions are reserved for the full board of directors to ensure broad consensus and collective ownership of the organization's future.

The Importance of Clear Bylaws

To ensure the effective and appropriate functioning of the executive committee, a nonprofit's bylaws need to be explicit about its role, responsibilities, and limitations. Clear bylaws prevent the executive committee from overstepping its authority, which can lead to disengagement and a sense of disenfranchisement among other board members. The bylaws should specify the committee's composition, how its members are selected, its specific powers, and the reporting mechanisms it must follow to keep the full board informed of its activities and decisions. Regular and transparent communication between the executive committee and the full board is paramount for maintaining a healthy and effective governance structure.

Since the BOD is usually formed by volunteers who may not have time to manage the daily masjid operations effectively and on time, they might hire someone to handle this on a full-time or part-time basis. This person is usually called the executive director.