Madina Mosque CardiffWoodville Road , Cathays, Cardiff

CONSTITUTION & RULES

31st July 2005

 1. PREAMBLE:1) Whereas Sovereignty over the entire universe belongs to;

(a) Almighty Allah alone

(b) Whereas the path to success is Deen-e-Islam alone as enshrined in the Shari'ah

(c) Whereas the final and perfect guide unto humanity is the Holy Messenger Muhammad (sallallahu-alayhi-wasallam)

2) Name :

(a) The name of the Charitable Organisation is Madina Mosque Cardiff (and in this document it is called the "Organisation").

(b) The name of the Organisation shall only be changed by a two-thirds majority of the Management

Committee at a special meeting convened for such a purpose

3)  Founding Principles:

The following clause embodies the basic founding principle which shall be permanent and entrenched. This clause may never be altered.

(a) The basis of the functions of the Organisation in all its affairs shall adhere strictly to the Ahlus-Sunnah-wal-Jama'ah

(b)  The use of all Mosque facilities shall be made available for all Muslims irrespective of age or gender

4)  Law:

The Organisation is established for charitable purposes only and shall be governed by the law of England and Wales

2. OBJECTS:In particular the Organisation is established for the promotion by such means as are charitable ofthe following objects;

1) To advance the religion of Islam for the benefit of the public through the holding of prayer meetings, lectures, public celebration of religious festivals, the provision and maintenance of places of public religious worship by persons professing the religion of Islam, the provision and maintenance of religious and educational centres and other places of study, the provision and maintenance of cemeteries and burial places for the burial in accordance with Islamic rites of persons professing the religion of Islam, producing and/or distributing literature on Islamic

belief and practice to help enlighten others about the religion of Islam.

2) To preserve and protect health and relieve poverty, distress, sickness and infirmity amongst persons resident within Wales without distinction of sex or of political or religious opinions or of racial ethnic or national origins.

3) The promotion of equality and diversity for the benefit of the public by promoting the elimination of discrimination on the grounds of race, religion and disability or ethnic origin.

3. MEMBERSHIPThere shall be two levels of membership of the Organisation; full membership and honorary membership

1)  Full membership

Membership of the Organisation shall be open to all individuals falling into the criteria shown below

 I. Shall be a Muslim.

 II. Resident within 3 miles radius of the Madina Mosque OR Must be regular worshipper at the Mosque irrespective of distance of Mosque.

 III. Shall not be affiliated or have interests in any other mosques.

IV. Must abide by the Rules of the Mosque (displayed in the Mosque).

 V. Age 18 years and over.

 VI. Paid annual Membership Fee.

2)  Honorary membership:

a)  This constitution allows for the creation of Honorary Members to the Mosque. The decision to appoint honorary members shall be entirely at the discretion of the Management Committee.

b) Examples of Honorary Members shall include those who frequently use the Mosque and are very regular worshippers but perhaps do not fulfil the entire criteria for standard membership.

c)  Honorary Members shall enjoy the standard range of privileges of Full Membership and shall abide by the same terms and conditions.

3) Membership Conditions

a)  Prospective members shall be required to complete the membership application form and send this with their payment to Membership Panel of the Organisation. The Registrar (or in the case prior to the first elections, the Temporary Membership Panel) shall acknowledge the application bysending a letter confirming acceptance of the membership or explanation as to why not and refund of the payment made if applicable.

b)  Members shall be eligible to partake and vote to appoint nominated members for the Management Committee

c) Members of the Organisation shall pay such subscriptions to the Organisation of such amounts and at such times as the Organisation shall in general meeting from time to time determine

d)  A member of the Organisation shall cease to be a member if he shall fail to pay any subscription within 60 days after notice in writing by the Committee requiring the same to be paidsuch notice to be given not earlier than two months following the date fixed for the payment of subscriptions in accordance with the provisions hereinbefore contained.

e) Any member may resign from the Organisation by giving notice in writing to the Committee to that effect. Every such notice shall be deemed to take effect immediately before the Annual General Meeting next following the date of receipt thereof

f) The committee shall have power at anytime in their absolute discretion if at anytime there shall be of opinion that the interests of the Organisation so require by letter to invite any member to resign from the Organisation with a period of time specified in such letter and in default of such resignation to submit the question of the expulsion of such member to a Special General Meeting of the Organisation convened for that purpose with six weeks after the date of such letter. Not less than 4 weeks notice of such meeting shall be given to the members of the Organisation. It shall be the duty of the secretary of the Organisation to inform the member in question of the time and place of the meeting and of the nature of any complaint against him in sufficient time to afford him a proper opportunity of offering his explanation. At such meeting such member shall be allowed to offer an explanation verbally of in writing and if thereupon two thirds of the members present shall voice for his expulsion such member shall thereupon cease to be a member of the Organisation.

g)  An individual who having been a member of the Organisation shall cease to be a member in accordance with the provisions of the sub clauses b) and d) hereof shall not be eligible

thereafter for membership of the Organisation unless his membership is proposed at a General meeting of the Organisation by not less than three members and unless his proposed membership is approved by at least two thirds of the members present at such meeting.

4. MEETINGS OF THE ORGANISATION(1)  The Annual General Meeting of the Organisation shall be held on the second Sunday in the month of June in every year

(2)  A Special or Extraordinary meeting of the Organisation shall be called upon written demand tothe secretary to the Organisation of not less than one third of the members of the Society or by the Committee

(3)  The secretary to the Organisation shall give written notice to the members of the Organisation at lease 14 days before the holding of any General Meeting of the date, time and place of the meeting and of the business to be transacted thereat. Such notice may be given at such place or places and otherwise in such manner as the Committee shall from tine to time determine.

(4) The business of the Annual General Meeting shall include

(a)  The election of the Committee Members

(b) The appointment of the auditors of the Organisation

(c) The passing of the accounts of the Organisation

(d) Any other business of which written notice shall have been given to the secretary at least 21 days before the holding of such meeting

(5)  The business at any special or Extraordinary General meeting shall consist of any business ofwhich written notice shall have been given to the secretary at least 21 days before the holding ofsuch meeting.

(6) At every general meeting of the Organisation the Chair shall be taken by the Chairman or failing him the Vice Chairman or failing them such member of the Organisation as shall be chosen by the meeting. Every question (unless otherwise expressly provided by these rules) shall be decided by a majority vote. Every member shall have one vote and in the case of an equality of vote the Chairman of the meeting shall have a second or casting vote. Members absent from the meeting may vote by previously sending their vote in writing to the secretary

(7)  At any general meeting a declaration by the Chairman of the meeting that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive

(8)  No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided, one quarter of the members of the Organisation shall be a quorum

(9)  If within half an hour of the time appointed for a general meeting a quorum is not present the meeting shall in any case other than the Annual General meeting be dissolved; in the case of the Annual General Meeting it shall stand adjourned to the same day in the next week at the same time and place or at any other time any place as the Committee may determine and if the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting; the

members present shall be a quorum

(10)  The Chairman of a General Meeting at which a quorum is present may with the consent of a majority of the members resent thereat (and shall if not directed by a majority of such members) adjourn the meeting from time to time and from place to place but not business shall be transactedat any adjourned meeting other than the business left unfinished at the meeting from which such adjournment took place. Then a meeting is adjourned for 28 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjournedhearing

5. THE MANAGEMENT COMMITTEE:1) The Management Committee of the Organisation shall consist of the following posts;

 i. Chairman

 ii. Treasurer

 iii. Joint Treasurer

 iv. Registrar (membership)

 v. Joint Registrar (membership)

 vi. Secretary

 vii. Events Co-ordinator

 viii. Fund Raising Organiser

 ix. Public Relations co-ordinator

 x. Maintenance supervisor

 xi. Education secretary

2)  All persons who are full members of the Organisation shall be eligible to stand for election as elected officials of the Management Committee at the BGM elections of the Organisation

3)  Members aspiring for election shall comply with the minimum requirements of membership to the Management Committee of the Organisation which shall be as follows:

a)  Shall be a fully-fledged member of the Organisation as set out in the section of membership inthis constitution

b)  Shall frequent the Congregational prayers at the Mosque

c)  Shall be an upright and practicing Muslim of repute in the community

d)  Shall undertake to attend all meetings of the Management Committee and shall submit an apologyto the Chairman in the event of non-attendance due to compelling reasons

e)  Shall have lodged a completed nomination form with the electoral officer of the Management

Committee at least a month before general elections indicating the intention to stand for office

f)  Shall then have officially received and studied a copy of the code of conduct for members of the Management Committee

4)  Members who have succeeded in the general election shall officially be recognised as officialsof the Management Committee and the list of whom shall be permanently displayed in the Mosque.

5)  Certain members of the Organisation, having met with the requirements set out for officials, maybe co-opted by the Management Committee to serve thereon at the discretion of the Management Committee.

6)  The number of elected officials of the Organisation shall be 11 officials.

7)  In the event of vacancies arising in the panel of elected officials, the Management Committee shall co-opt a suitable member from the Organisation, who shall hold office until the next election at the AGM.

8)  Officials shall hold office for a period of two years and shall be eligible for standing for office for a maximum of two terms.

9)  Officials shall cease to hold office if it maybe proven beyond doubt that they have committed a disqualifying act or offence as set out herein this constitution. Should such a matter be proved, the elected official shall immediately cease to hold office until the Board of Trustees have taken a decision in the matter

6. MEETINGS OF THE COMMITTEE

(1)  A Meeting of the Committee shall be held not less than once every calendar month (except in the month of Ramadan) at a date time and place decided by the Chairman.

(2)  At least three days written notice of the date time and place of every meeting of the Committee shall be given by the Secretary in such manner as the Committee shall from time to time direct

(3) Extraordinary meetings of the Committee may be convened on not less than 7 days written noticeto the Secretary by any Officer or by any two members of the Committee not being officers

(4)  Five members of the Committee (of whom not less than two shall be Officers) shall constitute a quorum at meetings of the Committee

(5)  In the event of an equality of votes at a meeting of the Committee the vote of the most senior Office present shall count as 2 votes and for this purpose the order of seniority of officers shall be taken as being the order (in descending order or seniority) in which offers appears in Rules 5(1) hereof

(6)  The proceedings of the Committee shall not be invalidated by any failure to elect or appoint or any defect in the election of appointment of any member of the Committee

7. ELECTION PROCESS1) The Trustees shall appoint a Returning Officer who shall conduct the election process and ensure its validity. Such Returning Officer shall be appointed no less than 12 weeks prior to the elections.

2)  Returning officer shall make an announcement that the Nominations for the new Committee are being invited and anyone wishing to stand and is eligible to do so should make contact.

3)  Initially a person wishing to be appointed for position on the Committee must be nominated by two Members. The Official Nomination form should be clearly completed and duly signed.

4) Nominations must be sent to the Returning Officer 8 weeks prior to the date of the elections.

5) Four weeks prior to the date of the AGM all members that have eligibility to vote, the returning Officer shall send the Ballots papers, Information on the candidates standing for election.

8. TRUSTEES1)  The Organisation may appoint and may determine the appointment of Trustee to act as Trustees for the purpose of holding any real or leasehold property or investments belonging to the Organisation.

2)  The number of Trustees shall not fall below three and shall not increase above four persons.

3)  Prospective Trustees shall be nominated by the Management Committee. The appointment shall take place on the two-thirds majority vote of the Management Committee during a Special General Meeting.

4)  Prospective Trustees may be nominated from amongst the Management Committee but shall resign his position from Management Committee on appointment as a Trustee.

5)  Any such appointment may provide for the remuneration of the Trustee or Trustees so appointed upon such terms and conditions as the Organisation may determine

6)  Trustee shall serve for a five year period or until such time his position is determined for the following reasons

a)  Deceased

b)  become unsound of mind

c)  tender a resignation in writing to the Management Committee

d)  proved guilty of misappropriation of the Organisation's assets

7)  The Trustees so appointed shall stand possessed of the property of the Organisation vested in them upon trust to deal with the same in accordance with the directions of the Committee

8)  The Trustees shall be responsible for appointing External Auditors every six months, who shallconduct an audit and report on matters relating to but not exclusively to the following;

a)  Validation of the membership and the process for membership

b)  Validation of Financial Affairs

c) Validation of Operational Affairs of the Mosque in accordance with the Constitution

9)  Such External Auditors shall be made up of 3 people who;

a)  shall have no links with members (financial, personal or otherwise) with members of the Management Committee

b)  Shall not themselves be members of the Management Committee or Trustees of the Organisation

10) The Trustees shall advise the Management Committee of the External Audit no less than 14 days prior to the visit.

9. POWERS AND DUTIES OF THE MANAGEMENT COMMITTEEAlong with endeavouring to achieve the aims and objectives of the Organisation, the Management Committee shall be vested with powers to carry out specific duties relating to the smooth operation of the Organisation. Among these shall be:

a)  To maintain the Mosque, cemetery, properties, lecture hall, meeting rooms and houses of residence for the Imam and assets of the Organisation and to provide, endow, furnish, equip these with all the necessary requisites

b)  To provide for the payment of salaries or remuneration of Imam/s, employees or other persons engaged in the work of the Organisation

c)  To collect and canvass for and accepting donations, bequests, endowments and other benefits for the Organisation

d)  To make, amend and review policies of the Organisation for the control and management of the affairs of the Organisation

e)  To manage and control any other institution established or acquired by the Organisation

f)  To engage the services of suitable persons for the purpose of delivering lectures on religioussubjects and general education of the worshippers

g)  To call in, recover and, if necessary, to sue for all loans or other moneys including rents and the like belonging to the Organisation

h) To borrow money for the purposes of the Board without mortgaging any property of the Board or resorting to interest-based financing

i)  To control and manage the general affairs and the assets and finances of the Organisation in aresponsible and transparent manner within the parameters of Islamic Law and in compliance with standard accounting practice

j)  To solicit for and to employ the funds of the Organisation in furthering the aims and objective set out herein and for any other cause as may be deemed appropriate in enhancing the cause of Islam and the Muslim community. Funds solicited or received for a particular and specificcause shall be limited to that cause unless in exceptional circumstances. In the event of limited availability of funding, the priority of order shall be the Mosque/s, education, cemetery and thenother causes

k)  To maintain a proper register of members, elected members and trustees and a detailed inventory of the assets of the Organisation and to issue membership cards to all full members of the Organisation for the purpose of identification at general meetings and other purposes

l)  To establish (and dissolve) sub- and ad-hoc- committees from time to time whose function it

shall be to manage and dispense with matters relating to the Organisation within defined powers ofreference as set out by the Management Committee

m)  To appoint an Chairman, Deputy, Secretary and Treasurer, membership officer and other office bearers of the Management Committee or Organisation as maybe deemed necessary

n)  To generally deal with all matters of relevance in furthering and enhancing the cause of Islamand the Muslim community in addition to the powers vested with them which in their absolute discretion are conducive to the aims and objectives of the Organisation

o)  The Management Committee shall comply with all requests made by the External Auditors and makeavailable any information required during their audit

10. CESSATION OF OFFICE OF MANAGEMENT COMMITTEE MEMBERSElected officials of the Management Committee shall cease to hold office if, beyond reasonable doubt, they;

1)  become unsound of mind

2)  tender a resignation in writing or verbally in the presence of at least two witnesses

3)  are proved guilty of misappropriation of the Organisation's assets

4)  are removed from office by a two-third majority of the Management Committee who shall not be

obliged to give reasons thereof after having duly accorded an opportunity to the said member/s to state his/their case

5)  have been absent for a protracted period, as determined by the Management , from the meetings of the Management Committee without valid grounds

11. MEDIATION AND ARBITRATIONIn the event of unresolved disputes within the members of the Management Committee or the general members of the Organisation, a mediation and conflict-resolution committee shall be established bythe Trustees, for the purposes of conflict-resolution and mediation. In the event of unresolved matters having been settled by a two-third majority vote of said committee, the decision of the Chairman of the Trustees shall be final.

12. AMENDMENTSNo amendments shall be made to this constitution unless adopted by a two-third majority of the members of the Organisation at a special general meeting convened for that purpose

13. INDEMNITIES1)  The members of the Management committee are indemnified and not held responsible for any loss or damage the Organisation may sustain by reason of any bona fide act carried out in good faith while performing a function of the Organisation. No individual shall be personally liable for any

act done by him on behalf of the Organisation unless the same be occasioned by his dishonesty or wilful and manifest negligence.

2)  It is hereby specifically provided that members of the Management committee shall be under no obligation to file security with the Master of the supreme court or with other officials for the due and appropriate fulfilment of their duties or obligations as set out in this constitution

16. VARIATION AND DISSOLUTION(1)  The Organisation may by two-thirds majority at any General Meeting vary or revoke any of the foregoing provisions of this constitution provided that

a.  Notice of such meeting in writing stating the terms of the resolution to be proposed thereat shall have been sent to the last known addresses of all members of the Organisation not less than 14 days before the date of the meeting

b.  No amendment to Rule 2 hereof or Sub-Rule (2) of this Rule shall be made without the approval of the court or the Organisation Commissioners or other Authority having charitable jurisdiction

c.  If the Committee decide that it is desirable that the Organisation shall be dissolved it shallcall on a special General Meeting of the Organisation by giving 21 days notice in writing sent to the last know addresses of all members of the Organisation stating the terms of the resolution proposed thereat. If it is decided by a two thirds majority of those present and voting at such meetings that the Organisation shall be dissolved, the Committee shall wind-up, the Organisation affairs. Any assets remaining after satisfaction of any liabilities properly payable thereat shallnot be distributed among the members of the organisation but shall be given to such other

charitable organisations or organisations as the Committee, with the approval of the court or Organisation Commissioners, or other authority having charitable jurisdiction shall decide.

ADOPTED at a meeting held at Madina Mosque on 31-07-2005

Chairman - Nazir Muhammad - (Trustee)

Settled - Abdul Majid (Trustee) - Abdur Roap (Trustee) - Mohammad Sharif (Trustee)

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Madina Mosque, Cardiff (‘the Charity’)

Management Committee members’ CODE OF CONDUCT

Adopted by Resolution of the Interim Trustees on

22nd April 2009General

a. The Management Committee members are the charity trustees of the Charity.

b. All prospective Trustees must make a formal Declaration that they are eligible to be appointed charity trustees and have read and understood Charity Commission publicationCC3 – The Essential Trustee: What you need to know.

c. As the Charity runs activities for children, compliance with requirements for Children’s Charities is necessary and all Management Committee members will be subject to CRB checks.

d. Conflicts of interest MUST be considered in advance of a person standing for election to the management Committee. If there is a strong possibility that conflicts of interest might arise following the appointment of a prospective trustee, it should be considered whether that person should stand and the conflict MUST be drawn to the attention of the members generally.

A conflict of interest is any situation in which a trustee's personal interests or loyalties or loyalties owed to another organisation, and those of the charity, arise simultaneously or appear to clash.

If such conflicts are likely to arise frequently, this will affect the ability of the trustee to perform their duties. This is particularly important where personal interests may be significant enough to make it necessary for the trustee to withdraw from meetings so often that they cannot

make a useful contribution. If this is the case they should consider standing down or not standingin the first place.

Charity Commission guidance says: “Prospective trustees should therefore be asked about potential conflicts of interest, and these should be declared to those who will decide on the appointment. For example, if new trustees are elected by the charity's membership, the membership should be made aware of any possible conflict of interests, so that they can take this into account when voting.”

e. Once a person becomes a member of the Management Committee they MUST also agree to abide by theCode set out below.

Purpose 1.

The purpose of this code of conduct is to provide trustees with clear guidelines as to their standard of behaviour, responsibilities, and best practice in fulfilling their obligations as Trustees of the charitable organisation Madina Mosque Cardiff.

The Code 2.

Trustees must have a good understanding of and be sympathetic with the aims and objects of the charity and act in accordance with the governing documents at all times.Trustees must act to make decisions in accordance with the charitable objects and the best interests of the charity.

Trustees should take reasonable steps to make themselves aware of issues, relating to the sector in which the charity operates and its charitable objects.

Where professional assistance is required for the trustees to be able to make the most appropriate

decision affecting the charity, that assistance should be sought and considered carefully.

Trustees must ensure they make appropriate and timely declarations of interest and abstain from taking part in decision making in any situation where their personal interests (or those of their family) may clash with their duties as a trustee.

Trustees must not receive any financial or non-financial benefit that is not explicitly authorisedby the governing document.

Trustees should not exert any influence to garner any preferential treatment for themselves or their family.

Trustees are jointly and severally liable for their decisions, therefore decisions should be takentogether and communicated to staff, stakeholders and funders in a unified manner.

Trustees are accountable to stakeholders for their actions, and as such decision-making and governance issues should be as transparent as possible.

Trustees should be prepared to spend an appropriate amount of time reading papers and preparing for board meetings. A minimum attendance of 75% meetings is expected of trustees to ensure that best practice in governance is reached and maintained.

Any information of a confidential nature must remain so outside the confines of the trustee meeting, subject to any legal requirements of disclosure.

Should trustees, either individually or collectively, feel that they require further guidance or training in their role, they have a duty to inform the Chair and actively develop aspects for new training on an individual or group basis

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