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BYLAWS OF BADR INTERNATIONAL ETHIOPIAN MUSLIM FEDERATION (BIEMF)

Board of Directors

Of

Badr International Ethiopian Muslim Federation (BIEMF)

June 22, 2008

This document has been Created and Contributed by

Prof. Hassan Yemer.

This bylaw has been produced for internal use only. USA.

Please dont distribute this doc. Washington D.C.


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Copyright 2008. All rights reserved.

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TABLE OF CONTENTS

ARTICLE

Certification: .................................................................................................................................32

XVI CERTIFICATION.32Current BOD of BIEMF Approval Signing Form. 33

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Created on 01/01/2008(for internal use only) ii

BADR ORGANZATIONAL CHART

B o a r d o f D i r e c t o r sB o a r d C h a i r m a n B o a r d V i c e C h a i r m a n

B o a r d S e c t a r B o a r d T

B o a r d o f T r u s t e e sT r u s t e e C h a i r m a nT r u s t e e V i c e C h a i r m a n T r u s t e

C h a p t e r C o u n c i l E x e c u t iv e C o m m i t t e e C h a p t e r P r e s i d e n t

C h a p t e r v i c e P r e s i d e n t o f M e d i a a n d P u b l i c a t i o n C h a p t e r v i c e p r e s id e n t o f m e m b e r s h i p

C h a p t e r v i c e p r e s i d e n t o f P u b l i c R e l a t io n s C h a p t e r S e c r e t a r y

C h a p t e r T r e a s u r e

E x e c u t i v e C o m m i t t e eB a d r P r e s i d e n t B a d r V i c e P r e s id e n t

B a d r S e c t a r y B a d r T r e a s u r e r

E x e c u t i v e D i r e c t o r M a n a g e m e n t S t a f f V o l u n t a r y S t a f f

I n d e p e n d e n t C o n t

C h a p t e r

R e g i o n C o u n c i l E x e c u

R e g i o n a l D i r e c t o r R e g i o n a l A s s t . D i r e c t o r o f M R e g i o n a l A s s t . D i r e c t o r o f M a R e g i o n a l S e c r e t a r y

R e g i o n a l T r e a s u r e

R e g i o n s


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ARTICLE IPurpose:

Badr International Ethiopian Muslims Federation (BIEMF or Badr) is a leading EthiopianMuslim organization outside of Ethiopia. Badr is a non-governmental, not-for-profit, non-political, grassroots umbrella association that is dedicated to advancing the social, civic, network,and spiritual fabric of Ethiopian Muslims in North America and around the world. The federationwill also work hard to connect with the Ethiopian motherland in matters concerning the religious,civic, and social rights of Ethiopian Muslims. Badr will educate Ethiopian Muslims about theirrights and obligations under a democratic system of government. It will also organize andcoordinate local chapter establishments in various countries and all corners of the world tofacilitate its mission and objectives. In that light, it will also be the mission of Badr to striveconstantly and to continually expand its worldwide network of member chapters, thereby

offering ever-greater numbers of Ethiopian Muslims the opportunity to benefit from its eclecticprograms.

SECTION-1: VISION STATEMENT

Excellence is embodied in the principles and directives of Badr for self-sufficiency andindividual accountability. Through its member chapters, Badr will help organize and educateEthiopian Muslims about the proper teachings and practices of Islam as well as the authenticunderstanding and maintenance of their heritage in all aspects of their lives. History occupies apivotal spot in the vision of Badr. Through the development of a high level organizationalstructure, Badr hopes to enlighten Ethiopians of all persuasions about the accurate history andcontributions of Ethiopian Muslims. Badr believes that historical milestones in the context ofIslam are indispensable to the personal and professional development of model citizens who willuphold moral values and exert positive force for peace and justice in society. Ethiopian Muslimsin the Diaspora share common heritage and roots with Ethiopians in the homeland.Consequently, it will be one of Badrs main objectives to help organize, empower and establishstrong institutions in Ethiopia that will provide guidance and direction to Ethiopian Muslims atthe religious, economic and social levels.

SECTION-2: MISSION STATEMENT

By extension, Badr believes that mankind in general is imbued with basic goodness and isblessed with such inalienable rights as the pursuit of freedom, justice and peace. The fulfillmentof these rights requires the serious pursuit of intercultural and interfaith dialogs that encompassspiritual empowerment and social justice through mutual understandings and cooperation thatwill engender tolerance and peaceful coexistence.

In order to carry out this mission, the specific objectives of Badr shall be to:

Copyright 2008. All rights reserved.

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1. Organize, direct, coordinate, and guide member chapters that are established as privateassociations of individuals seeking to enhance their Islamic knowledge and Ethiopianheritage through education, collaboration, communication, social networking, communityawareness, public relations, publications, media relations, seminars, workshops,

2. Utilize its member chapters to provide educational programs, instructional materials,and practical guidelines for personal and professional development in line with Islamicteachings

3. Engage in research that sheds light on Islamic history and results in the establishmentof national Islamic institutions such as museums, universities and banking systems

4. Coordinate educational training programs that provide Islamic knowledge and launchIslamic leadership projects such that trained members can employ their expertise innegotiations, conflict resolutions and human and voting right issues

5. Serve as a bridge between Ethiopian Muslims in the Diaspora and Ethiopian Muslimsin Ethiopia by establishing institutions of integrity, sponsoring of high caliber scholars,exchanging academicians and spiritual leaders

6. Empower Ethiopian Muslims in the Diaspora to assist in their economic developmentand growth utilizing the human and natural resources available to them in Ethiopia

7. Pursue intercultural and interfaith dialogs that will greatly contribute to mutualunderstandings, cooperation, and peaceful coexistence among diverse people in theUnited States and around the world

ARTICLE II

Office:

SECTION- 1: PRINCIPAL OFFICE AND WORLD HEADQUARTER:

The principal place of BIEMF corporation (world headquarter shall be in Washington,D.C.

SECTION-2 LOCATIONS:

The Board of Directors shall have power and authority to change said Principal place of theorganization from one location to another in the Washington D. C.; and to establish ordiscontinue branch offices from time to time at any place or places it may designate in theDistrict of Colombia or elsewhere. However, the Board of Trustee will analysis the BODsdecision and will have the final said.

Created on 01/01/2008(for internal use only) 2


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ARTICLE IIIBoard of Trustees:

SECTION-1: DESCRIPTION:

The Badr assets, including without limitation all property and moneys of any kind, of the Badrorganization shall be controlled and managed by a Board of Trustees. The Board of Trusteesoversees the organizations BOD and all other official officers. The Board of Trustees mayexercise all such powers of the organization and do all such lawful acts and things as are not bystatute or by the Articles of Incorporation or by these bylaws required to be exercised. The Boardof Trustees may run the BODs election and replacement during the annual business meeting.

The board of trustees was set up the founding fathers of BIEMF who act as guardians of the

public trust. It is in their task to act as stewards accountable to the state government that grantedtax exempt status and ultimately accountable to the public itself. In order to insure that trusteesof non-profit organizations have the publics interest at heart, these individuals do not serve inorder to drive financial benefits from trusteeship as would be the case in a profit-makingorganization. They are expected to serve without compensation (except reasonablereimbursement for out of pocket expenses). Indeed, instead of serving as a trustee for thefinancial benefits that might accrue to them, they are expected to carry out their duties asvolunteers for the public good, and to exercise on behalf of the public, a legal and fiduciaryresponsibility. They must make sure that the organization they serve are carrying out theirmissions as articulated in the article of corporation and their financial activities are both legaland proper given federal and state requirement.

SECTION-2: TERMS AND SERVICES:

(a)The Board of Trustees shall consist of not less than five (5) or more than fifteen (15) trustees,each of whom shall be a member of the Badr organization through membership chapter. Trusteesshall be elected once five year by vote of a majority of the members present at the annualconference in such year, as follows:

1) Prior to the annual conference meeting each year, the BOT shall prepare a listof nominees for election, the number of such nominees and the number of

trustees to be elected at such Annual Meeting to be in the discretion of theBOT;

2) Such list of nominees shall be mailed to each member with the written noticeof such annual conference meeting. In the event a quorum cannot be obtainedfor the Annual Meeting or adjourned Annual Meeting in any year, the BOTshall list of nominees elect trustees to replace trustees whose terms shallexpire in such year.



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3) Upon petition of any five (5) members the name of any other member ormembers such as parents, sisters, volunteers, and professors, respectedindividuals, community leaders, shall be added to such list, provided that

such petition shall have been presented to the BOT prior to the call to orderof such ACM;

(b)Each trustee elected as provided in paragraph (a) hereof shall serve for a term of five (5)years, or for such other term as may be specified at the time he or she is elected, and thereafteruntil his or her successor shall be elected and shall qualify or until his or her resignation, death orremoval. Any trustee may be removed, with or without cause, at any time by a vote of majorityof the chapter members of the organization present at ACM or at any meeting thereof. If anytrustee resigns, dies or is removed prior to the expiration of his or her term, a successor may beelected by a majority of the trustees present at any regular meeting of the BOT, such successor to

serve until the next annual conference meeting, and at such annual meeting there shall be electeda trustee to serve for the unexpired portion of such term.

c) A regular meeting of the BOT shall be held immediately after the adjournment of each annualconference meeting. Such regular meeting shall be held at the place of such annual meetingunless the BOT shall theretofore have designated another place. Other regular meetings of theBOT shall be held at times and places to be fixed by resolution of the BOT from time to time.Notice of regular meetings need not be given. Special meetings of the BOT may be held at anytime upon the call of the Trustee Chairman or the BOT or of a majority of the trustees present atany meeting of the BOT. Written notice of each special meeting, stating the purpose for whichthe meeting is called and the time and place of such meeting, shall be mailed or emailed not lessthan five (5) nor more than thirty (30) days before the date of such meeting to each trustee at hisor her address as it shall appear on the books of the organization.

(d)The presence in person of a majority of trustees is required for and shall be necessary toconstitute a quorum and be sufficient for the transaction of business at any meeting of the BOT.If a quorum shall not be present at any meeting of the BOT, the trustees present thereat mayadjourn the meeting from time to time, without notice other than announcement at the meeting,until a quorum shall be present.

ARTICLE IV

Board of Directors:

SECTION- 1: HOW CONSTITUTED:

The officers of BIEMF shall be BOD, the Chairman, Vice chairman, the Secretary-Treasurer andmembers of the BOD of BIEMF. All of the officers are subordinate and responsible to the BOD.



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The authorized number of directors of this organization shall be fifteen (15). The BOD shallconsist of the BIEMF Chairman, Vice Chairman Secretary, Treasure, and two (2) Directors fromeach of seven (7) geographic regions (continent). All of the directors shall be elected by thevoting membership from the regions of BIEMF. The BOD may be referred to as a "director" andcollectively they may be referred to as "directors" in these bylaws.

SECTION- 2: POWERS:

Except as otherwise provided in these bylaws, the powers of BIEMF shall be exercised and itsaffairs conducted by or under the direction of the BOD. The BOD shall have full power to decidewhich region should have more votes by determining the activities and involvement of thatregion.

SECTION- 3: MEETINGS:

(a) Regular meetings of the BOD shall be held immediately preceding and immediatelyfollowing each ABM of BIEMF at the place where such ABM shall be held.

(b) Other meetings of the Board shall be held at such times and places as from time to time maybe determined by resolution of the Board, or upon call of the Executive Committee, or upon therequest of eight (8) or more directors. Upon receipt of such call or written request, shall give toeach director, by first-class mail, telephone (including a voice messaging system), facsimiletransmission or other electronic transmission such as email, or personal delivery, at least ten (10)days' notice of the date, time, and place of the meeting. The notice shall include a statement ofthe purposes of the meeting, but the business transacted at such meeting shall not be limited bysuch statement.

(c) The act of a majority of the directors present at a meeting at which a quorum (as defined inArticle XII, Sec. 2) is present shall be the act of the BOD, except as otherwise provided in thesebylaws or in the District of Colombia Nonprofit Public Benefit Corporation Law. Where the voteof a majority or a greater number "of the Board" is required for a particular action, the vote shallbe calculated using the number of directors present at a duly-noticed meeting at which a quorumis present. Where the vote of a majority or a greater number "of the entire Board" is required fora particular action, the vote shall be calculated using the total number of directors then in office.

(d) The transactions of any meeting of the BOD, however called and noticed and wherever held,shall be valid as though taken at a meeting duly held after proper call and notice, if a quorum ispresent, and if, either before or after the meeting, each of the directors not present provides awritten waiver of notice, a consent to holding the meeting, or an approval of the minutes inwriting, which may include electronic mail or facsimile transmitted by a director. The waiver ofnotice or consent need not specify the purpose of the meeting. All waivers consents, andapprovals shall be filed with the corporate records or made a part of the minutes of the meeting.Notice of a meeting shall also be deemed given to any director who attends the meeting withoutprotesting the lack of adequate notice before the meeting or at its commencement.



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(e) A meeting at which a quorum is initially present may continue to transact businessnotwithstanding the withdrawal of directors, if any action taken is approved by at least a majorityof the required quorum for such meeting.

(f) Any action required or permitted to be taken by the Board may be taken without a meeting if

all members of the Board shall individually or collectively consent in writing to such action.Such written consents shall be filed with the minutes of the proceedings of the Board. Suchwritten consents shall have the same force and effect as the unanimous vote of such directors.Written consent shall include electronic mail or facsimile transmitted by a director.

(g) Directors may participate in a meeting through use of conference telephone or electronicvideo screen communication so long as all directors participating in such meeting can hear oneanother. Directors may also participate in a meeting through use of electronic transmission fromand to the corporation in compliance with so long as:

(1) Each director participating in the meeting can communicate with all of the other directors

concurrently; and

(2) Each director is provided with the means of participating in all matters before the Board,including the capacity to propose or to interpose an objection to, a specific action to be taken bythe organization. Participation in a meeting pursuant to this paragraph constitutes presence inperson at such meeting.

SECTION- 4: DUTIES: The Board of Directors shall:

(a) Establish major administrative policies governing the affairs of the organization and devisemeasures for the growth and development of the organization;

(b) Decide upon the date and place for the Annual Business Meeting and Convention, and makeannouncement thereof in the BIEMF magazine at least sixty (120) days prior to the opening dateof the convention;

(c) Appoint an Executive Director and fix compensation for his or her service;

(d) Obtain the services of a certified public accounting firm to audit the records of theorganization at the close of each fiscal year, and to certify to the Board and to the memberchapter a report of the corporation's financial status;

(e) Adopt by a two-thirds vote of the entire Board, and from time to time revise by a like vote, aManual of Management Operations (MMO);

(f) Fill any vacancies on the BOD for the unexpired portion of the term vacated, except for theoffice, and provided that any vacancy in the position of director shall be filled by a person whohas met the qualifications for that position, for the preceding twelve (12) months, and furtherprovided that if the number of directors in office is less than a quorum for any reason, vacancies



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on the BOD may be filled in a manner complying with the District of Colombia Non ProfitCorporations Code;

(g) Divide that territory in which member chapters are located into geographic regions, as nearlyas possible equal in number of chapter after giving proper consideration to potential growth of

the organization;

(h) Review the regional boundaries and the regional assignment of un-regional member chaptersin 2008 every three (3) years thereafter, and, by a two-thirds vote of the entire BOD, make suchrevision of regional boundaries and such reassignment of un-regional chapters to regions as maybe necessary to provide, insofar as possible without abolishing the contiguousness of the severalareas within the respective regions.

(i) Conduct the programs, activities, and affairs of the corporation so as to further the charitableand educational purposes of BIEMF, to abide by the requirements of law applicable to nonprofitcorporations, and to ensure that any management powers delegated to others shall be exercised

under the ultimate direction of the BOD.

SECTION- 5: BOARD ACTIONS ON SHORTER NOTICE:

If time does not permit ten (10) days' notice, the chairman may call a meeting of the Board onseventy-two (72) hours' notice given personally, by telephone (including a voice messagingsystem), by facsimile transmission, or by other electronic transmission such as e-mail incompliance with Article XIV, Sec. 9. The notice shall state the matter or matters to beconsidered, but the business transacted at the meeting shall not be limited by such statement. Allactions taken at such meetings shall require twelve (12) affirmative votes, or such greaternumber as may be required by these bylaws.

SECTION- 6: STANDARDS OF CONDUCT:

(A) General. A director shall perform the duties of a director, including duties as a member ofany Board committee on which the director may serve, in good faith, in a manner such directorbelieves to be in the best interest of this organization and with such care, including reasonableinquiry, as an ordinarily prudent person in a like situation would use under similarcircumstances. In performing the duties of a director, a director shall be entitled to rely oninformation, opinions, reports, or statements, including financial statements and other financialdata, in each case prepared or presented by:

(1) One or more officers or employees of this organization whom the director believes to bereliable and competent as to the matters presented;

(2) Counsel, independent accountants, or other persons as to matters which the director believesto be within such person's professional or expert competence; or



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(3) A Board committee upon which the director does not serve, as to matters within itsdesignated authority, provided that the director believes such committee merits confidence; solong as in any such case, the director acts in good faith after reasonable inquiry when the needtherefore is indicated by the circumstances and without knowledge that would cause suchreliance to be unwarranted. A person who performs the duties of a director in accordance with

this section shall have no liability based upon any failure or alleged failure to discharge thatperson's obligations as a director, including, without limiting the generality of the foregoing, anyactions or omissions which exceed or defeat a public or charitable purpose to which thisorganization, or assets held by it, are dedicated.

(b) Investments. Except with respect to assets held for use or used directly in carrying out thisorganizations charitable activities, in investing, reinvesting, purchasing or acquiring,exchanging, selling, and managing this corporation's investments, the Board shall avoidspeculation, looking instead to the permanent disposition of the funds, considering the probableincome as well as the probable safety of - this organization's capital.

(c) Loans. Without the approval of the Attorney General of District of Colombia, thisorganization shall not make any loan of money or property to, or guarantee the obligation of, anydirector or officer, unless permitted by the District of Colombia Non Profit Corporations Code;provided, however, that this organization may advance money to a director or officer of thisorganization or any subsidiary for expenses reasonably anticipated to be incurred in performanceof the duties of such director or officer so long as such individual would be entitled to bereimbursed for such expenses absent that advance.

(d) Self-Dealing Transactions. The BOD shall not approve, or permit the organization to engagein, any self-dealing transaction. A self-dealing transaction is a transaction to which thisorganization is a party and in which one or more of its directors has a material financial interest,unless the transaction comes within the District of Colombia Non Profit Corporations Code.

ARTICLE VExecutive Committee:

SECTION- 1: KEY OFFICERS IN EXECUTIVE COMMITTEE:

(a) There shall be an Executive Committee (EC) of the BIEMF, composed of the Badr President,Vice President, Sectary and Treasure. In the event of a vacancy in the office of any votingmember of the EC which is not filled by appointment or election of a new officer to fill thatvacancy shall, by majority vote of the entire BOD, elect one of the directors who has served ayear on the BOD to serve on the EC until the term of the vacated office expires.

(b) The Executive Committee shall prepare and submit to the BOD a recommended budgetshowing the amount of anticipated receipts and expenditures for the ensuing fiscal year. Thebudget, in the form submitted, or as revised by the Board, when adopted by the BOD, shallbecome the financial policy of this organization for the ensuing fiscal year.



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(c) All actions of the Executive Committee shall require four (4) affirmative votes, which mayinclude the vote of the chair of the meeting. Meetings and actions of the Executive Committeeshall be governed by and held and taken in accordance with the provisions of these bylawsconcerning meetings and actions of the BOD, with such changes in the content of those bylawsas are necessary to substitute the EC and its members for the BOD and its members. Minutes

shall be kept of each meeting of the EC and shall be filed with the corporate records. Alltransactions of the EC shall be reported in full at the next meeting of the BOD and shall besubject to the approval of the Board.

SECTION- 2: PRESIDENT:

The President shall serve as the chief executive officer of BIEMF, shall be the presiding officerof the EC. The President presides at the ABM of BIEMF and prior to the opening of that meetingshall appoint such officers and committees as may be required to transact the business of themeeting. The president shall also have such other powers and duties as may be prescribed by the

Board of DOD these bylaws.

SECTION- 3: VICE PRESIDENTS:

(a) Vice President. The Vice President shall assume the duties of the president to chair the EC ifthe president's position is vacated for any reason, or if the President is absent or unable to act.The Vice President shall perform such duties as usually pertain to this office or as may beassigned by the president by resolution or through BOD-established policies.

(b) If the position of the president or any of the Vice Presidents is vacated for any reason, or ifthat officer is absent or unable to act, and prior to the filling of any vacancy in such officerposition, the duties of such officer shall be reassigned to other directors by the BOD or by theEC.

SECTION- 4: SECRETARY-TREASURER:

The Board of Directors, at its meeting immediately following the ABM, shall appoint anemployee of HQ to serve as Secretary-Treasurer of BIEMF under EC who shall perform theduties usually performed by the Secretary-Treasurer of a nonprofit corporation withoutadditional compensation for serving in that office.

SECTION- 5: COMPENSATION:

No officers, except the ED and the Secretary-Treasurer, hired employees shall receive anycompensation from this corporation, unless approved by the BOD of this organization.



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SECTION- 6: TENURE OF OFFICERS AND DIRECTORS:

(a) The terms of office of all members of the BOD elected at any ABM or other votingmembership meeting shall commence at the adjournment of such meeting. The President, VicePresidents shall continue in their offices for two (2) year, and each of the twelve (12) other

directors shall continue in office for two (2) years, or until their successors are elected orappointed, or until the director's resignation, death, or removal.

(b) Resignations by directors or other officers shall be effective upon receipt in writing by theSecretary-Treasurer of this organization, unless a later effective date is specified in theresignation. If a director or other officer is incapacitated but he or she executed an appropriatepower of attorney document prior to becoming incapacitated, the person holding the power ofattorney may submit the resignation on behalf of the incapacitated director or other officer.

(c) The voting membership of BIEMF may remove any person from his or her position as adirector at any time, with or without cause, by majority vote. The BOD by a three-fourths vote of

the entire BOD may remove any person from his or her position as an officer, with or withoutcause at any time. The BOD may, by a three-fourths vote of the entire BOD, remove a personfrom his or her position as a director elected by the voting membership only (1) as provided inthe District of Colombia Non Profit Corporations Code; or (2) if the director is not in goodstanding with BIEMF as defined in these bylaws or (3) if the director is no longer an activeindividual member of a member chapter.

(d) A vacancy shall be deemed to exist on the BOD in the event that the actual number ofdirectors is less than the authorized number for any reason.

ARTICLE VI

Headquarters: - Executive Director:

The Executive Director shall be the managing officers of this organization at HQ and/or anyother office locations and satellite offices under the supervision of the EC and the control of theBOD; shall be appointed by a two-thirds vote of the entire BOD, and may be terminated with orwithout cause by a like vote upon ninety (90) days' written notice, subject to any rights theExecutive Director may have under a written contract of employment, if any. EC has a primaryresponsible to search ED for recommendation to the BOD. The ED shall perform the dutiesusually performed by the business manager manner of a nonprofit corporation; shall give bondfor the faithful performance of such duties in such sum and with such sureties as the Board maydetermine; and shall present such reports to the EC and BOD, officers and member chapters asthe business of the organization may require. The EC shall prescribe, from time to time, theauthority and duties of the Executive Director in policy bulletins and notify change to the BOD.



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SECTION- 1: MANAGEMENT STAFF:

BIEMF management staff is responsible including management, operations, assuring its fiscalintegrity, carrying out its vision and mission, implementing the policies established by the BOD,and work together with the ED, to reach for its future of the organization.

SECTION- 2: VOLUENTARY STAFF:

The management staff will be responsible for the direction of the volunteer program and itscompliance with all laws pertaining to volunteers including the recruitment of volunteers and theevaluation of the volunteer program; specific Authority of the District of Colombia Statute.Volunteers are essential to the productivity, efficiency, and cost-effectiveness of our organizationand welcome individuals and groups who have the skill, talent, ability. The voluntary staff shallfollow the following volunteer guideline.

Definition: "Volunteer" is a person who, of his/her free will, provides goods or services

to any organization without receiving monetary or material compensation.

Classes of Volunteers:

a. "Regular-service volunteer" means a person engaged in specific voluntary serviceactivities on an ongoing or continual basis.

b. "Episodic volunteer" means a person who offers to provide a one-time or occasionalvoluntary service.

c. "Material donor" means a person who may be unable to give the time required for

volunteer service, but chooses to express his/her contribution by providing funds ormaterials.

d. Community service volunteer means a person who is court-ordered to complete arequired number of volunteer hours as part of their probation.

Requirements

a. Volunteers will work within the rules set by the responsible management staff.Volunteers who do not adhere to the rules and procedures of the BIEMF or who fail to

satisfactorily perform their volunteer assignment are subject to dismissal. However, novolunteer will be dismissed until the volunteer has an opportunity to discuss the reasonsfor possible dismissal with supervisory staff. Prior to dismissal of a volunteer, staffshould seek the consultation and assistance of the management staff.

Volunteer Policies & Procedures



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b. Volunteers may perform any task adhering to prior assessment of risk and liabilityissues assigned by their supervisors and approved by the responsible administrators.

c. Volunteers will maintain strict confidentiality of any information to which they mayhave access within their volunteer job.

d. Volunteers are prohibited from using information or materials not generally availableto the public and obtained by reason of their volunteer positions for the personal benefitof themselves or others. Volunteers will follow the BIEMF's policy in regard to conflictof interest in accordance with regulations specified in the District of Colombia Statues.

SECTION- 3: INDEPENDENT CONTRACTORS:

For guidance purposes, an independent contractor is an individual who is not on BIEMF payroll,has not been on payroll within the current calendar year, and receives payment from the BIEMFdocumented by issuance of an IRS Form 1099 and meet the following conditions.

Offers similar services to the general public on a constant basis.

Provides services through a written contract (i.e. the BIEMFs independent contractor

agreement.

Performs service for which the BIEMF does not control the methods used to obtain the

results.

ARTICLE VII

Regions:

SECTION- 1: HOW ESTABLISHED:

The region director shall be responsible to the chapters directors or his or her designee, shallrepresent the chapter directors within the region, and shall uphold and promote the purposes ofBIEMF in the region. For the purpose of efficient administration, the BOD of BIEMF isauthorized to divide the territory covered by member chapters into regions, or form new chaptersand establish the boundaries thereof. Each region shall be designated by a continent and anumber. Each region shall be divided into chapters, each under the direction of a regionaldirector. The region may organize chapters together into regions. Each chapter shall abide by theRegion Administrative Bylaws issued, and modified from time to time, by the Board of

Directors.

SECTION- 2: HOW FINANCED:

Region expenses shall be paid, subject to the approval of the BOD, out of BIEMF fundsauthorized by the Region Council Executive Committee activities and operations in accordancewith region expense policies adopted by a two-thirds vote of the entire BOD. No region officers



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shall receive a salary or other compensation, but may receive reimbursement for travel and otherexpenses incurred on behalf of BIEMF, as set forth in the region expense policies.

SECTION- 3: HOW ADMINISTERED:

(a) Region Director Officers. The elective officers of each region shall be a region, assistantregion director of media and publication, marketing and such other elective or appointive officersas the Region Administrative Bylaws may provide. Appointive officers shall be appointed by andshall serve at the will of the region director, subject to the approval of the region council. Theterms of all region officers shall commence on January 1 at 12:01 a.m. and terminate onDecember 31 at midnight and serve for two (2) years. All regions officers must be activeindividual members of member chapters in the regions and must be in good standing withBIEMF.

(b) Region Council Executive Committee. The region council shall consist of the region officers,

region director and two (2) representatives from each member in the chapter. The region councilshall hold at least two (2) meetings a year, one (1) of which shall be the Annual Meeting heldbefore June for the election of region officers.(d) Duties of Officers. Although the region director shall report to and take direction from theregion council in matters pertaining to region organization, programs, and procedures, the regiondirector, as an officer of this organization, is ultimately responsible to the BOD of BIEMF for theexercise of his or her powers and duties. Regional Assistant Directors shall perform the duties ofthe Regional Director in the event of his or her absence, and such other duties as the regiondirector shall designate.

(e) Legal Status of Regions. Regions and chapters are integral parts of BIEMF, a District ofColombia nonprofit public benefit organization, and, as administrative units of that corporation,their activities and affairs shall be managed, and their powers exercised, under the ultimatedirection of the EC and BOD of BIEMF. The powers and duties delegated by the BOD to regioncouncils and to chapter, and officers, and their terms of service, are subject at all times to theultimate authority of the BOD are not independent or autonomous legal entities.

SECTION- 4: MEETINGS:

An annual conference shall be held by the region for the purpose of promoting the interests ofBIEMF and improving the efficiency of the local member chapters, provided that suchconference shall be held at such time as will not conflict with the dates of the ABM andConvention of BIEMF.



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ARTICLE VIIIChapters:

SECTION- 1: HOW CONSTITUTED:

The voting members of BIEMF shall consist of the following classes of members, as the term"member" is defined in the District of Colombia non profit Corporations Code:

(a) Member chapters, defined as BIEMF chapters which, having subscribed to the purposes andideals of BIEMF and having been granted a chapter, continue to function in compliance with theconditions set forth in the Articles of incorporation.

(b) Organization, these bylaws, the chapter constitution, the policies established by the BOD, andthe decisions of the board and its authorized representatives. Each member chapter shall beentitled to three votes in all matters presented to the voting membership for a decision.

(c) Other persons and entities that are affiliated with BIEMF, but are not voting members of theorganization BIEMF under the District of Colombia non profit Corporations code, are thefollowing.

SECTION-2: COMPOSITION OF MEMBER CHAPTERS:

Member chapters are private associations composed of persons seeking to improve their Islamicknowledge and Islamic history within Ethiopia and a whole. Chapter is open only to individualswho remain in good standing with Badr under Article VIII, Sec. 8, below.

SECTION 3: ADMISSIONS AND CONTINUATION OF MEMBER CHAPTER:

Any group desiring admission as a member chapter of BOD who qualifies makes writtenapplication on forms provided by HQ. Upon adoption by the group and filing with HQ of aproperly certified constitution for member chapter and upon fulfillment of all requirementsestablished by the BOD, a chapter shall be signed by the organization president and theExecutive Director. Membership shall commence upon issuance of a chapter. No chapter shall beissued until the membership dues and new individual member fees stipulated in Article VIII havebeen paid, together with a chapter fee. The amount of the new individual member fee and thechapter fee, and all other standards and procedures for admission and continuation of memberchapter may be established and modified from time to time by the BOD.

SECTION 4: TERMINATIONS AND SUSPENSION:

The provisions of this section shall govern termination and suspension of voting members of thisorganization. The BOD shall prescribe, and may modify from time to time, standards andprocedures for termination, suspension, and restoration of voting membership status, consistentwith these Bylaws. Neither termination nor suspension shall relieve the voting member of any



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accrued but unpaid obligations of such voting member to this organization. Voting membershipsin this organization, or any right arising there from, may not be transferred or assigned under anycircumstances. Any such attempted transfer shall be void. Voting membership in thisorganization shall terminate upon the occurrence of any of the following events or conditions:

Membership Chapter:

1. Nonpayment of amounts owed to this organization or failure to meet other minimumrequirements for member chapter set by the BOD from time to time and administered byHQ; voluntary withdrawal, expressed in writing and delivered to HQ; or

2. Expulsion for cause, after a proper hearing, by a three-fourths majority vote of the BODDirectors, under the procedure set forth in Article X, Sec. 13 below. A terminated chapteris not in good standing and is required to return its chapter to HQ. Voting membership inthis organization may be suspended upon the occurrence of events or conditions set forth

in policies adopted and modified by the Board from time to time. During the period ofsuspension, a member chapter shall not have any of the rights of a voting member of thisorganization, and shall not be considered in good standing.

3. Termination of the person's service as an officer of this organization for any reason,except for past BOD presidents and directors; death or voluntary resignation, chairmenexpressed in writing and delivered to HQ; or

4. Failure to maintain good standing with BIEMF under Article VIII, Sec. 8, below. Votingmembership in this organization may be suspended upon the occurrence of events orconditions set forth in policies adopted and modified by the Board from time to time.During the period of suspension, shall not have any of the rights of a voting member ofthis organization, and shall not be considered in good standing.

SECTION 5: LIABILITIES:

No member chapter, delegate neither at large, nor any individual member of any chapter, shall bepersonally liable to any creditor, or for any indebtedness or liability, of BIEMF, and any and allof the creditors of the organization shall look only to the assets of the organization for payment.Furthermore, this organization is not legally responsible for any liability or debt incurred by anymember chapter, delegate at large or any individual member of any chapter. BIEMF may providecertain benefits to member chapter, such as group tax exemption rulings, and may establishpolicies and Procedures for member chapters, but these actions shall not cause this organizationto be liable for the acts or omissions of any member chapter.



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SECTION 6: USES OF COLLECTIVE MEMBERSHIP MARKS:

BIEMF is the owner of a number of collective membership marks, including the following:

"BIEMF", Badr International" and the "official emblem" Member chapters have the right to use

these collective membership marks pursuant to restrictions and requirements set by the BODfrom time to time. These marks can only be used by the member chapter to indicate membershipin the chapter. Member chapter shall not permit any individual member of a chapter or any otherperson or entity to use the collective membership marks without prior written approval from theExecutive Director of BIEMF. The chapters recognize that all use of the collective membershipmarks by the member chapters inures to the benefit of this organization. Member chapter shalltake no action which jeopardizes or imperils the validity of the collective membership marks orimpairs the value of such marks.

Member chapter shall use the collective membership marks only in the form and manner asprescribed by this organization, and shall not use any other trademark or service mark in

connection with the collective membership marks without prior written approval of theExecutive Director. A member chapter shall promptly notify HQ of any unauthorized use of anyof the organizations collective membership marks, trade names, trademarks, service marks,and/or copyrights which come to the chapter's attention. The organization shall have the soleright and discretion to bring infringement or unfair competition proceedings involving itscollective membership marks, trademarks, service marks, trade names, and copyrights. Use ofany of said marks, names, or copyrights by a member chapter or by an individual member of achapter in a manner which does not comply with the policies established by the BOD isprohibited.

SECTION 7: NON DISCRIMINATION:

This organization shall not discriminate, in the conduct of its programs and activities, against anyperson on the basis of age, race, color, creed, gender, national or ethnic origin, sexual orientation,or physical or mental disability, so long as the individual, through his or her own effort, is able toparticipate in the program or activity.

SECTION- 8: GOOD STANDING OF INDIVIDUAL MEMBERS OF CHAPTER:

Upon an individual's initial admission to membership in any member chapter, that individualshall be presumed to be in good standing with BIEMF. An individual member shall continue ingood standing with BIEMF so long as he or she is a member of a chapter and:

(a) The chapter of such member is not suspended or terminated;

(b) The chapter pays when due the new individual member fees and membership dues paymentsfor such member to BIEMF;



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(c) The chapter continues to recognize the individual as a member in good standing of thechapter; and

(d) The individual member has not been suspended or removed from good standing with BIEMFby action of the BOD as set forth below.

The BOD of BIEMF may suspend or remove from good standing any individual member of anychapter, or take any other appropriate reasonable action with respect to the good standing of anyindividual member of a chapter, by a three-fourths majority vote of the Board, under theprocedure set forth in Article VIII, Section 13. Any suspension or removal of an individualmember from good standing with BIEMF shall operate as a suspension or expulsion from eachand every chapter with which that individual member is affiliated, and that individual shall notbe eligible for membership in any chapter unless and until his or her good standing with BIEMFhas been restored by a three fourths majority vote of the BOD.

SECTION- 9: DESIGNATED REPRESENTATIVES OF CHAPTER:

Member chapters shall exercise all the rights and obligations of membership, including the rightto vote, through a designated representative. The designated representative of a member chapter,unless otherwise provided in these Bylaws, shall be the president of the member chapter.

SECTION- 10: MEMBERSHIP ROSTER:

This organization shall keep a membership roster containing the name of each voting memberand the last address provided to this organization by the voting member for purposes of notice.The roster shall indicate whether a voting member is in good standing from time to time.

SECTION- 11: VOTING MEMBERS' RIGHTS:

Subject to these Bylaws and this organizations other policies and procedures, voting members ofthis organization shall have the right to vote, as set forth in these Bylaws, on:

(a) The election of the BIEMF President, the Vice Presidents, and the other directors of thisorganization;

(b) The removal of directors pursuant to the District of Colombia Non Profit Corporations Code;

(c) Any amendment to these bylaws, and any amendment to the Articles of Incorporation of thisorganization,

(d) The disposition of all or substantially all of the assets of this organization;

(e) Any dissolution of this organization; and



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(f) Any other matters that may properly be presented to members for a vote, pursuant to thisorganizations Articles, bylaws, member Chapter Constitution, or action of the BOD, or byoperation of law.

SECTION- 12: DUES AND ASSESSMENTS:

Each member chapter must pay to this organization, within the time and on the terms set by theBOD, membership dues payments as are set forth in these bylaws, and such other fees andcharges as the Board may establish from time to time, as a condition of voting membership.Payment of membership dues payments to BIEMF on their behalf by their respective chaptershall be sufficient to maintain their voting membership in this organization. Voting membershipsin this organization shall not be subject to mandatory assessments by this organization or anypart of this organization.

SECTION- 13: DISCIPLINARY PROCEEDINGS:

The following procedure for termination or suspension of a member chapter or by the BODunder these bylaws is designed to qualify as fair and reasonable under charitable of the Districtof Colombia Corporations Code. The procedure also applies to the suspension, removal, or otheraction by the BOD with respect to the good standing of an individual member of a chapter. Theterm "member" in this section shall refer to the member charter or the individual member of achapter, as the case may be.

(a) The BOD shall pass a resolution stating: (1) the proposed disciplinary action; (2) the reasonstherefore; (3) the proposed date for the disciplinary action to take effect; and (4) the date, time,and place for a hearing before the Board by the member. The date for the hearing shall be notless than five (5) days before the proposed effective date.(b) The Executive Director shall send written notice of the hearing to the member by first classmail to the last address of the member shown on this organization records or by any other meansreasonably calculated to provide actual notice, containing the matters stated in the Boardresolution. Such notice shall be sent not less than twenty (20) days before the hearing date.

(c) The Board may take interim disciplinary actions pending the hearing, if necessary to protectthe vital interests of BIEMF or to prevent any imminent harm to BIEMF or any of its affiliates.

d) The member may choose to appear at the hearing (in person, by telephone conference call,and/or through a representative), or make a written, videotaped, or audio taped statement to theBoard, at the member's own cost. The BOD may place reasonable restrictions on the length ofthe member's presentation. Any statement in writing or other physical form must be received bythe Executive Director not less than forty-eight (48) hours before the hearing date.

(e) After the hearing is ended and the member has been excused, the BOD shall discuss and voteon the proposed disciplinary action. The deliberations shall be limited to considering only the



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evidence presented during the hearing and the charges stated in the Board resolution. To takedisciplinary action, a three-fourths majority of the BOD must be persuaded that, more probablythan not, one or more of the allegations charged in the resolution are true. The decision of theBOD shall be final.

(f) The disciplinary procedures set forth in Robert's Rules of Order Newly Revised shall notapply to disciplinary matters considered by the BOD. The reference to Robert's Rules, appliesonly to parliamentary procedure for the conduct of business meetings.

(g) The Board has complete and sole discretion to decide questions that may arise regarding thisdisciplinary procedure in order to ensure that it is conducted in good faith and in a fair andreasonable manner, considering the best interests of the organization and the individual andchapters affected. The BOD is authorized to adopt and modify from time to time specific policiesand procedures for disciplinary proceedings, and the rights of the member charged are limited tothose stated in such policies and procedures and no other rights should be presumed or inferred.The member charged does not have any absolute right to legal counsel, to identify or confront

witnesses against the member, or to more information about the charges or the evidence beyondthat provided in the notice of hearing. All types of evidence, including statements from personswho are not present at the hearing, may be considered. All proceedings shall be conducted andmaterials shall be presented to the BOD in Amharic, English and/or in Arabic. A decision by theBOD to permit or not permit certain forms of participation in one disciplinary situation shall notbind the Board to the same approach in another situation.

(h) If the disciplinary matter is complex, due to the number of persons charged, the extent of theevidence, the need for pre-hearing negotiations, the nature of the charges or the defense, or othercircumstances, the Board may delegate authority to the Executive Committee to conduct some orall of the aspects of the disciplinary process set forth above, substituting the ExecutiveCommittee for the BOD in each instance. However, a final decision to take disciplinary actionmust be made or confirmed by a three fourths majority vote of the BOD. If the hearing describedin Paragraph (d) above has taken place before the Executive Committee, a subsequent hearingneed not be held before the BOD unless the Board increases the severity of the action taken.

ARTICLE IXCommittees:

SECTION- 1: FUNCTION AND COMPOSITION OF COMMITTEES:

The function of each committee of the BOD of BIEMF (other than the Executive Committee andthe Nominating Committee) shall be to assist the BOD by studying and reviewing matterswithin its jurisdiction or specifically assigned to it by the BOD, and making recommendationsthereon to the Board. The BOD may provide, by resolution or through establishing policies, forsuch committees as it deems necessary or convenient for the proper governance and operation ofBIEMF. Except as otherwise expressly provided in these bylaws, the BOD shall determine, foreach committee, by resolution or through establishing policies:



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(1) How the committee shall be designated or named;

(2) Any restrictions or conditions on who shall preside over the committee, including whethersuch an individual shall be a member of the BOD;

(3) The composition of the committee, including whether a majority of its members shall bemembers of the BOD;

(4) The term in office and process for selecting the presiding officer and the members of thecommittee and their successors, if any; and

(5) The duration of existence of any committee, whether fixed or indefinite. Any committeemember other than the President and the Vice Presidents may be removed at any time by theBOD. Except for committees described in these bylaws, the BOD shall have the power todiscontinue any committee. All files and records of all committees shall be the property ofBIEMF. All committees be managed by EC.

SECTION- 2: STANDING COMMITTEES:

The Standing Committees of the BOD shall be the Executive Committee, the NominatingCommittee, and the Advisory Committee of Past Presidents, and such other committees as theBOD from time to time may establish. Only the Executive Committee may act with the authorityof the BOD. All other committees are advisory, and may determine their own meeting rules andwhether minutes shall be kept, unless otherwise indicated in policies established by the BOD, orthe BOD may, from time to time, prescribe rules for the governance of committees.

SECTION- 3: NOMINATING COMMITTEE:

The Nominating Committee shall be composed of three (3) Past Presidents, one of whom shallbe appointed presiding officer; one 1) individual member of a chapter from each geographicregion; and one (1) individual member of a chapter from the districts not assigned to a region;none of whom shall be a member of the BOD nor shall have served on the NominatingCommittee during the preceding two (2) years. No member of this committee shall be eligible fornomination as an officer or director at the election at which the committee's report is presented.Members of this committee shall be selected by the Board President under procedural rules setfrom time to time by the BOD. It shall be the duty of this committee to nominate officercandidates in the manner and at the times provided in these bylaws. The members of theNominating Committee shall be appointed before December each election year.

The Nominating Committee shall nominate, under procedural rules adopted from time to time bythe BOD, at least one (1) candidate and not more than two (2) candidates for each of the officesof President, Vice President. The report of the committee shall be published in The BIEMFmagazine at least sixty (60) days prior to the Annual Business Meeting, and shall also bepresented to the meeting in written form prior to the election of officers.



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Each geographic region shall nominate, under procedural rules adopted from time to time by theBOD, one (1) or two (2) candidates for election to the BOD. If a candidate at the regionalconference, at which there is a quorum, receives at least seventy-five percent (75%) of the votescast on the first or second ballot, that candidate shall be the only nominee; otherwise, if acandidate receives a majority but less than seventy-five percent (75%) of the votes cast, the

candidate receiving the next highest number of votes on the same ballot shall be an additionalnominee. If, however, no candidate receives a majority of the votes cast on the first ballot, thecandidate receiving the lowest number of votes shall be dropped from the ballot and the ballotingshall immediately continue, with the same procedure being followed on each succeeding ballot,but only until one of the candidates receives a majority of the votes cast, at which time theballoting shall end and the two (2) candidates having the highest number of votes on that finalballot shall be the two (2) nominees. Candidates for the office of BOD from districts notassigned to regions shall be nominated under procedures established and modified from time totime by the BOD.

SECTION- 4: STRATEGIC PLANNING COMMITTEE (SPC):

The Strategic Planning Committee (SPC) shall be composed of all past presidents, directors ofBIEMF, with the vice past President serving as presiding officer. This committee may submitcomments and recommendations for the consideration of the BOD to the committeerepresentative.

Duration of Existence: The duration of existence of this Committee shall be indefinite.

President of SPC: president of this committee shall be the Immediate Past President BIEMF. Inthe absence of the Immediate Past President, the BOD Chairman will appoint a temporarychairman from among the members of the Executive Committee. If necessary, the BOD also canappoint one or two individual expert to join this committee.

Term of Office: Members serve a two-year terms which ends at the conclusion of the BIEMFInternational Convention.

Strategic Purpose: To strategically analyze BIEMFs future, including opportunities and threatsthat might affect the organization, and to determine future goals of BIEMF and strategies forachieving those goals.

Functions:

1. Review of the purpose, core values, and vision & mission of the organization.

2. Develop strategic goals for growth in line with the Mission of BIEMF.

3. As part of the strategic planning process, update and produce a BIEMF Strategic Planfor use by the organization.



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4. Identify broad approaches for achieving strategic goals, recommending operationalobjectives to the Board of Directors, including, but not limited to the adoption ofappropriate organizational policies and programs.

Meetings: The Committee may meet once each year at such times as may be considered in the

best interests of the organization, as determined by the President of BIEMF.

Reporting: The Committee gives an official report at the BOD meeting concerning all functionsreferred to above. Strategic Plans for BIEMF and any recommendations for action on programsproposed by the SPC shall be reviewed annually by the BOD. All programs and activitiesemanating from such recommendations will be referred to appropriate Committees of the Boardand approved by the Board before their implementation.

SECTION- 5: NOMINATIONS FROM THE FLOOR:

Additional nominations of qualified officer and director candidates may also be made from thefloor at the Annual Business Meeting, with the consent of the persons so nominated.

ARTICLE XElections:

SECTION- 1: TIME:

The chairman, the one (1) vice chairmans, Sectary, and Treasure and seven (7) BIEMF directors(one (1) from each of the seven (7) regions, plus one (1) from districts not assigned to regions)shall be elected at each Annual Business Meeting.

SECTION- 2: QUALIFICATIONS:

(a) All persons elected under Article VIII, Sec. 1, above, must be in good standing with BIEMFunder Article VIII, Sec. 8, of these bylaws and must be active individual members in a memberchapter at the time of their election and throughout their terms of office.

(b) No person shall be elected President unless at the time of election that person shall haveserved at least one complete term as a vice president. No person shall be elected President or avice president unless at the time of election that person shall have served a two-year term on theBOD; any qualified person may stand for election to one, and only one, of said offices at any

Annual Business Meeting. No person shall be elected to one of the other director positions unlessat the time of election that person shall have served an entire term as a district council, exceptthat an individual member of a BIEMF chapter from a district not assigned to a region may beelected to the office of director if at the time of election such person: (1) shall have served as thechairman or chief officer of a non-district administrative unit during the entire administrativeyear immediately before the unit became a district or provisional district, or (2) shall have servedas such officer and as district council during the entire administrative year in which the unitbecame a district or provisional district.



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(c) There shall be two (2) directors from each of the seven (7) geographic regions, and two (2)directors from districts not assigned to regions. Not more than one (1) of the elected directorsmay be from any one (1) member chapter or any one (1) district. A director candidate must havebeen an active member of a BIEMF chapter in good standing in the district from which the

candidate is nominated during the entire 12-month period immediately preceding suchcandidate's nomination at the regional conference or Annual Business Meeting. Not more thanone (1) of the directors shall be elected during any one (1) year from any geographic region,unless the Nominating Committee proposes to fill a midterm vacancy in a director's position byelection at the Annual Business Meeting. For the purpose of determining the qualifications ofdirectors, the chapter, district, and geographic region of each director at the time of election shallbe considered unchanged during the entire term of office, notwithstanding any change ofresidence a director may make during such term.

(d) The President and vice presidents shall not be elected to succeed themselves in the sameoffice. Any of the other directors may be elected President or a Vice President after serving a

two-year term on the Board, but may not otherwise be re-elected to the BOD of Directors.

SECTION- 3: BALLOTING:

The ballots used at the Annual Business Meeting shall contain the names of the candidates,listed in alphabetical order by offices and by geographic regions and from districts not assignedto regions, with an equal number of blank spaces for use in the event of nominations from thefloor. The voting members of BIEMF shall vote, and the election shall be conducted, in themanner provided in these bylaws under procedural rules prescribed from time to time by theBOD. A majority of all votes cast shall be required for the election of the president, each of thethree (3) vice presidents, and each of the seven (7) directors. In the event any ballot cast does notshow a majority for any nominee for any of those offices, there shall be further balloting for thatoffice. Prior to the second ballot, the nominee having the lowest vote on the first ballot shall bedropped, and on each succeeding ballot the same procedure shall be followed until a nomineeshall have received a majority of all votes cast.

SECTION- 4: MANNER OF HOLDING ELECTIONS:

The date, time, and place of the Annual Business Meeting of the voting membership of thisorganization shall be set by the BOD. The Board may also call a special meeting of the votingmembership if the BOD decides that such a meeting is in the best interests of the organization,under procedural rules to be prescribed by the BOD. In the event that an ABM cannot be heldduring any year because of a national emergency, international crisis, or other reason, or in theevent that a quorum is not present at any ABM, that year's election of officers and directors shallbe conducted by mail vote under procedural rules to be prescribed by the BOD. Any proceduralrules adopted by the BOD under this section shall be in compliance with the District of ColombiaNonprofit Public Benefit Corporation Law.

ARTICLE XI



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Annual Business Meeting:

SECTION- 1: VOTING BY MEMBER CHAPTERS:

Each member chapter in good standing with BIEMF on the record date established by Article

VIII, Sec. 8, shall be entitled to two (2) votes at the Annual Business Meeting, which shall becast by the chapter's duly authorized delegate or alternate if the chapter wishes to be consideredpresent and voting at the meeting. Delegates and alternates must be in good standing withBIEMF under Article VIII, Sec. 8, of these Bylaws. Any other individual member of any chaptermay attend the Annual Business Meeting as a nonvoting observer.

SECTION- 2: PROXIES:Any member chapter, if unrepresented at the Annual Business Meeting by a delegate or alternatefrom among its own active individual members, may designate as its proxy holder, in writing,

any active individual member of any other member chapter. Upon presentation of propercredentials, such proxy holder shall have the right to vote for the chapter represented in additionto any other right to vote which such proxy holder may have. All forms of proxy designationmust conform to rules set from time to time by the BOD in compliance with the District ofColombia Nonprofit Corporation Law. All proxy-holders must be in good standing with BIEMFunder Article VIII, Sec. 8, of these Bylaws.

SECTION- 3: VOTING BY DELEGATES AT LARGE:

Each delegate at large, as defined in Article VIII, Sec. 1, Paragraph (b), in good standing with

BIEMF on the record date established by Article VIII, Sec. 8, shall be entitled to one (1) vote atany ABM at which he or she is present. Delegates at large may not vote by proxy. The authorityof each delegate at large shall be evidenced by a credential certificate on a form furnished by theExecutive Director, under the authority and supervision of the BOD.

SECTION- 4: RESOLUTIONS:

a) For proposed amendments to the Articles of Incorporation, these bylaws, or the memberChapter Constitution, a proposed resolution embodying the same must be presented in writing toand received by the BOD no later than December 31 before the ABM, except formatters

submitted by the Board of Directors, reports of other officers, and courtesy resolutions of thanksand appreciation, or unless otherwise ordered by the BOD or by unanimous consent of the ABM.Resolutions shall be in substantially the following form: "The ABM of BIEMF herebyRESOLVES that bylaw amendment resolutions are subject to additional requirements setforth of these Bylaws. No proposed amendment to the Articles of Incorporation shall besubmitted to the voting members without first receiving approval by the BOD.



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(b) No other matter shall be acted upon by the ABM unless a proposed resolution embodying thesame shall have been presented in writing to the BOD by December 31 before the ABM.Resolutions shall be in substantially the following form: "RESOLVED that the Annual BusinessMeeting of BIEMF recommends to the BOD that..."

(c) The BOD shall make its recommendations on those resolutions that proceed to the AnnualBusiness Meeting for such action as the voting membership of this organization may determine.Any resolution not presented in writing to the BOD in full compliance with this section will notbe eligible for submission and shall not be submitted to the ABM unless the BOD, in its solediscretion, decides to handle the resolution otherwise.

(d) Any motion or resolution to suspend the rules at the ABM shall require a two-thirds vote ofthe votes cast in person (or, in the case of member chapter, by proxy), and shall not operate tosuspend or set aside any provision of these bylaws except by unanimous consent.

SECTION- 5: VOTING:

Voting at the ABM shall be limited to accredited delegates representing member chapters or theiralternates, proxy holders for chapters, and delegates at large. Voting may be by ballot or voicevote, as called for by the presiding officer, except that elections of officers and directors shall beby secret ballot, unless a secret ballot is dispensed with by unanimous vote of the votingmembership. If the secret ballot is dispensed with in the case of an unopposed candidate, thesecretary of the meeting may be instructed to vote a single ballot for that candidate. Everydecision or act made or done by a majority of the votes cast in person (or, in the case of memberchapters, by proxy) at an ABM or other duly held meeting of the voting membership at which therequired quorum is present, is the act of the members, unless the law, the Articles ofIncorporation of this organization, or these bylaws require a greater number.

SECTION- 6: NOTICE:

HQ shall give notice of each meeting of the voting membership, including the ABM, to eachvoting member who, as of the record date for notice of the meeting (see Article X, Sec. 8), wouldbe entitled to vote at such meeting. The notice shall be delivered to the last address provided bythe voting member to this organization for purposes of notice, either personally or by telegram,telephone, facsimile transmission, or mail not less than eighty (80) nor more than ninety (90)days before the date of such meeting.

The notice shall state the place, date, and time of the meeting and (a) in the case of specialmeetings, the general nature of the business to be transacted, and no other business may betransacted; or (b) in the case of the ABM, the names of all those who are nominees for officerand director positions as of the date of the notice, and those matters which the BOD, as of thedate of the notice, intends to present for action by the voting members, but any proper mattermay be presented at the ABM for such action.



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Unless the vote of the voting membership is unanimous, any of the following votes shall be validonly if the general nature of the action approved was stated in the notice of the meeting at whichthe vote occurred: (a) to remove a director without cause; (b) to fill a vacancy on the BOD; (c) toamend this corporation's bylaws; (d) to amend this corporation's Articles of Incorporation; or (e)to voluntarily dissolve this corporation.

ARTICLE XIIQuorum:

SECTION- 1: ANNUAL BUSINESS MEETING, SPECIAL MEETINGS, and MAIL VOTES:

(a) Both one-third of all the votes held by voting members of BIEMF, and one-third of themember chapters, represented either in person or by delegates, alternates, or (in the case ofmember chapter) proxy holders, shall be required to constitute a quorum for the transaction ofbusiness at the ABM, at special meetings of the voting membership, and for mail votes of the

voting membership.

(b) A meeting at which the required quorum is initially present may continue to transact businessnotwithstanding the withdrawal of enough voting members or member chapters to leave less thanthe required quorum, so long as any action taken thereafter is approved by at least a majority ofboth required quorum numbers of votes held by voting members and member chapters.

SECTION- 2: BOARD OF DIRECTORS:

A majority of the authorized number of directors, which must include the chairman or a vice

chairman, shall constitute a quorum at any meeting of the BOD.

SECTION- 3: COMMITTEES:

A majority of the members of any standing or other board committee shall constitute a quorum,except that a quorum for the Executive Committee shall be four (4) of the five (5) members whohave voting rights.

ARTICLE XIII

Revenue:



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SECTION- 1: SOURCE:

The operations of BIEMF shall be financed by membership dues, new individual member fees,fundraising, charter fees, and sales of literature and any other sources of revenue. Theorganizations fiscal year shall begin January 1.

SECTION- 2: MEMBERSHIP DUES PAYMENT:

(a) Each member chapter shall pay an annual membership dues payment of $125.00 per year; perindividual member and $200.00 per year; per family in a chapter to a chapter. One timeenrollment fee of $35.00 per person (for both individual and family) shall be paid in advance todirectly to the BIEMF, due November 01 of each year, based on the total individual membershipof the chapter as of those dues renewal report dates. A chapter must send $65 per individual ofits members and $100 per family of its members. At the time that a new individual member isadmitted into a chapter, the chapter shall remit to BIEMF a new member fee, as determined by

the BOD from time to time, and for the period commencing with the month of the person'sadmission and ending on the next dues renewal report date. The BOD of BIEMF shall assess thegeographical location of the member region to determine the membership fee.

(b) The president or secretary of each member chapter shall prepare, on forms furnished by HQ,a list of the names and mailing addresses of all individual members, and shall forward the list toHQ, with remittance for the membership dues payment required, to be received at HQ no laterthan October 15 each year. Any chapter which fails to forward the remittance for a newindividual member within sixty (60) days after admission of the new member, or fails to forwardits semiannual remittance by December 31 for the upcoming year period and shall be delinquentand not in good standing so long as the indebtedness remains unpaid. Such delinquency may beconsidered cause for HQ to suspend or to terminate the member chapter in accordance withpolicies and procedures prescribed by the BOD from time to time. The semiannual report shallalso contain a list of all individual members dropped since the previous report, and such otherinformation and data as may be required by the BOD.

(c) The secretary of a member chapter shall, on request of an individual member in goodstanding, furnish such person with a letter or card showing the date to which the individualmember's membership dues payment is made, which will entitle the person, when transferring toanother chapter, to do so without paying to the other chapter any membership dues payment forthat semiannual period.

SECTION- 3: OFFICIAL PUBLICATION:

The BIEMF magazine shall be the official publication of BIEMF. No change in the memberchapter' financial obligations to this organization shall be effective until the date of publication.

SECTION- 4: COLLECTION OF MEMBERSHIP DUES PAYMENTS:



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The BOD shall establish, and may modify from time to time, policies and procedures for thecollection of membership dues payments from member chapters, including peroration of newchapters' payments and other appropriate measures.

ARTICLE XIV

Miscellaneous:

SECTION- 1: EMBLEM:

The emblem of BIEMF shall be circular in design bearing the words, Badr and "BIEMF"around its border, and in the center the replica of the Quran, and circularly therein the phrase"Badr International Ethiopian Muslims Federation in Amharic.

SECTION- 2: SEAL:

The seal of the organization shall bear the inscription: "BIEMF."

SECTION- 3: EMBLEMS, MARKS, AND COPYRIGHTS:

Ownership of the emblem, the insignia, and all other trademarks, service marks, trade names,and copyrights created or obtained by BIEMF shall be vested irrevocably in BIEMF, itssuccessors or assigns.

SECTION- 4: INSIGNIA:

The insignia of BIEMF may be worn by any individual member of a member chapter, so long asthe person is in good standing with this organization under Article VIII, Sec. 8, above. No oneshall have the right to produce or have produced for distribution to others articles bearing thename, emblem, insignia, or other mark of BIEMF or any colorable imitation thereof, except byofficial designation from the BOD of BIEMF.

SECTION- 5: RULES OF ORDER:

(a) Robert's Rules of Order Newly Revised shall be used for parliamentary procedure, but theholly Quran and sunah is the final authority as to parliamentary procedure, insofar as they do notconflict with any provisions of the Articles of Incorporation, these Bylaws, policies orprocedures adopted by the BOD or the voting membership, or laws applicable to nonprofitorganization.



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(b) A parliamentarian may be appointed by the president at each meeting of the Board or of thevoting membership.

SECTION- 6: CONTRACTS, NOTES, AND CHECKS:

All contracts entered into on behalf of this organization, and, except as otherwise provided bylaw, every check, draft, promissory note, money order, or other evidence of indebtedness of thisorganization, including its districts, shall be signed only by that person or those persons onwhom such power has been conferred by the BOD.

SECTION- 7: ANNUAL REPORTS TO DIRECTORS AND VOTING MEMBERSHIP:

Within 120 days after the end of this organization's fiscal year, the Executive Committee shallfurnish a written report to all of the directors and to the voting members containing the following

information:

(1) The assets and liabilities, including the trust funds of this organization, as of the end of thefiscal year;

(2) The principal changes in assets and liabilities, including trust funds, during the fiscal year

(3) The revenue or receipts of this organization both unrestricted and restricted for particularpurposes, for the fiscal year;(4) The expenses or disbursements of this organization, for both general and restricted purposes,for the fiscal year; and(5) Any information required by the District of Colombia Non Profit Corporations Code.

The foregoing report shall be accompanied by any report thereon of independent accountants.

SECTION- 8: ELECTRONIC TRANSMISSIONS:

Unless otherwise provided in these bylaws, and subject to rules or policies approved by the BODfrom time to time, the terms "written" and "in writing" as used in these bylaws include any formof recorded message in the English language capable of comprehension by ordinary visualmeans, and may include electronic transmissions, such as facsimile or e-mail, provided (i) forelectronic transmissions from the organization, the organization has obtained an unprovokedconsent from the recipient to the use of such means of communication; (ii) for electronictransmissions to the organization, the organization has in effect reasonable measures to verifythat the sender is the individual purporting to have sent such transmission; and (iii) thetransmission creates a record that can be retained, retrieved, reviewed, and rendered into clearlylegible tangible form.



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ARTICLE XVAmendments:

SECTION- 1: WITH NOTICE:

These bylaws may be amended at any ABM or special meeting of BIEMF by a two-thirds voteof the votes cast in person or (in the case of member chapters) by proxy. Proposed amendmentsmay be placed before the voting membership as follows:

(a)Proposed amendments may be submitted by the BOD to the voting membership of BIEMF atany time up to sixty (60) days before the ABM or special meeting at which they will beconsidered.

(b)Proposed amendments may also be submitted by voting members to the ABM of BIEMF inthe following manner: Proposed amendments must be presented in writing to and received by theBOD no later than December 31 before the ABM at which they are to be submitted, incompliance with these bylaws. If the amendment is proposed by one or more member chapters,each chapter shall have approved the proposed amendment by the vote of at least two-thirds ofthe active individual members of the chapter present and voting at a chapter business meeting atwhich a quorum is present; such approval shall be evidenced by a certificate containing theproposed amendment signed by all the active individual chapter members who voted to approvethe proposed amendment. If the amendment is proposed by a delegate at large, such proposalshall be evidenced by a certificate containing the amendment and bearing the signature of thedelegate at large. Each proponent shall submit such a certificate to the BOD no later than theDecember 31 deadline. The proposed amendment shall be placed before the voting members ofBIEMF only if the proposed amendment and certificate(s) are presented to and received by theBoard no later than December 31 and one of the following conditions is met:

(1) The BOD votes to place the proposed amendment before the voting membership; or

(2) The amendment is proposed by at least one percent (1%) of all the votes held by thevoting membership of BIEMF; or

(3) (i) the proponent(s) of the amendment agree to bear the full reasonable administrativecost to BIEMF of submitting the proposed amendment to the voting membership for a vote;and (ii) no other bylaw amendment proposed by any proponent of the amendment shall beplaced before the voting membership at the same meeting; and (iii) if an amendment onsubstantially the same subject has been voted on by the voting membership within five (5)calendar years before the meeting at which the amendment will be submitted, such priorproposed amendment shall have received no less than thirty percent (30%) of the votes cast;provided that no proposed amendment shall be placed before the voting members if it hasbeen rendered moot; substantially duplicates or is encompassed by another proposed



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amendment at the same meeting; is illegal; is designed to further a personal claim, grievance,or interest; is beyond the power of this organization to effectuate; or is not a proper subject forBylaws under the District of Colombia Non Profit Corporation law.

(c) Notice of any proposed amendments to be submitted to the voting membership of BIEMF for

a vote shall be mailed by the Executive Director to each voting member at least sixty (60) daysbefore the meeting, together with any recommendation of the BOD thereon. Any suchrecommendation shall also be presented to the voting members at the meeting before the vote istaken on the proposed amendments. No amendments to the proposed amendment may be madeduring the meeting or at any time after sixty (60) days prior to the meeting.

(d) Any amendment to these bylaws which would materially and adversely affect the rights ofeither the member chapters as a class, or the delegates at large as a class, as to voting or transferof membership rights, in a manner different than such amendment affects the other class, shallrequire the approval of a two-thirds vote of the class affected, based on the number of votes fromthat class cast in person or (in the case of member chapters) by proxy.

(e) In the event of two or more bylaw amendment proposals presented to the same meeting ofmembers, which the Board determines to be in conflict with each other, only the proposalreceiving the highest majority of votes cast shall be adopted.

SECTION- 2: WITHOUT NOTICE:

These bylaws may be amended at any voting membership meeting by a unanimous vote of thevoting membership without previous notice.

ARTICLE XVI



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Certification:

The constitution were adopted and approved at a meeting of the Board of directors at the ACM by a thirds majorityvote on July 24, 2008.

Signature: ______________________________________________ Date: __________BOD Secretary

Current BOD of BIEMF Approval signing form



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1. _______________________, ChairmanSignature: __________________________ Date: _______________

2. _______________________, Vice ChairmanSignature: __________________________ Date: _______________

3. _______________________, SectarySignature: __________________________ Date: _______________

4. _______________________, TreasurerSignature: __________________________ Date: _______________

5. _______________________, MemberSignature: __________________________ Date: _______________



8. _______________________, TreasurerSignature: __________________________ Date: _______________


10._______________________, MemberSignature: __________________________ Date: _______________



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