A. NAME
The name of the nonprofit corporation sole is Downtown Denver Islamic Center, which may also be known as Masjid Al-Shuhadaa or by the shortened form, DDIC.

B. ACCOUNTING METHOD & PERIOD
DDIC shall employ the cash accounting method and a fiscal year ending on December 31 of each year.

C. PRINCIPAL OFFICE
DDIC’s Principal Office is located at 2952 Downing Street in Denver, Colorado.

A. IMAM AS HOLDER OF CORPORATION SOLE
The Imam of DDIC, as such individual may be from time to time chosen in accordance with the canons, rites, regulations, and discipline of Islam, shall be the holder of the DDIC corporation sole and shall be invested with the legal title to the property of DDIC. The present Imam of DDIC and all successors in the office of Imam shall be the corporation sole, with perpetual duration and succession.

B. POWERS OF CORPORATION SOLE
In accordance with the Acts, DDIC may:

1. hold and maintain real, personal, and mixed property;
2. contract in the same manner and to the same extent as an individual;
3. sue and be sued;
4. acquire real and personal property by purchase, devise, bequest, gift, or otherwise and hold, own, use, lease, assign, convey, or otherwise dispose of the same in like manner and to the same extent as an individual;
5. borrow money, issue notes or other negotiable paper, and secure the money borrowed by mortgage or by deed of trust on said real or personal property or any part thereof;
6. borrow money without security; and
7. perform all acts in furtherance of DDIC’s objects and purposes not inconsistent with the Acts, the Code, the Articles, and any other mandatory applicable law or regulation.

C. SUCCESSION
In accordance with the Acts, in the event of the death or resignation of the Imam or the Imam’s removal from office by the person or body having the authority for such removal, the Imam’s successor in office as the Corporation Sole shall be vested with the title of all property held by the successor’s predecessor with the same power and authority over the property, subject to all the legal liabilities and obligations with reference to the property, upon the submission of a certificate of the successor’s commission or a certified copy of the successor’s letter of election or appointment to the Colorado Secretary of State for filing in accordance with the Acts. During any interim before the appointment of a successor in office to the Imam, the title to any property held by the corporation sole with like powers and authority shall be held by the individual selected by and from the DDIC community for that purpose until the successor to the Imam is appointed.

A. GENERALLY
The governance of DDIC is vested in the Imam, who shall operate DDIC in accordance with the principles and practices of Islam. The Imam shall have authority to do all things necessary and proper for the operation of DDIC, subject to the Acts, the Code, the Articles, these Bylaws, and any other mandatory applicable law or regulation.

B. OFFICES COMBINED
The Imam exercises or may designate an individual to exercise on his behalf the Offices of:

1. Chief Executive, including but not limited to presiding over the activities of DDIC;
2. Treasurer, including but not limited to:
   • exercising authority over the finances of DDIC on behalf of DDIC and in accordance with its purposes, including the authority to open and operate bank accounts on behalf of DDIC;
   • preparing (or causing to be prepared) and maintaining the financial records of DDIC;
   • ensuring that DDIC is in compliance with all tax, disclosure, and other obligations related to DDIC’s finances; and
   • making authorized payments and receipts on behalf of DDIC; and
3. Secretary, including but not limited to:
   1. preparing (or causing to be prepared) and maintaining in written form or in a form capable of conversion into written form within a reasonable time the records and information required to be kept by DDIC according to the Acts and the Code, including but not limited to:
      • minutes of all meetings of DDIC’s committees;
      • a record of all actions taken by the Imam or any of DDIC’s committees on behalf of DDIC;
      • appropriate accounting records;
      • a list of of the names and most recently known addresses of all persons who have served in any office or committee of DDIC;
      • the Articles;
      • these Bylaws;
      • any other resolutions or policies of DDIC;
      • a copy of DDIC’s most recent Periodic Report with the Colorado Secretary of State;
      • all financial statements prepared for periods ending during the last three (3) years; and
      • all records, documentation, and other materials required to be kept to comply with DDIC’s compensation, conflict of interest, and other policies, as set forth in these Bylaws;
   2. authenticating the records of DDIC if called upon to do so; and
   3. preparing and maintaining a list of the persons serving on any Compensation Committee for DDIC, including the person’s most recent address of record for purposes of receiving notice.

C. TERM
The term of the Imam is perpetual, until the death, resignation, or removal of the Imam in accordance with the canons, rites, regulations, and discipline of the religion of Islam.

D. VACANCY

1. Death or Incapacity
2. Resignation
3. Removal

E. SUCCESSOR

1. Selection
2. Successor Title to Corporation Sole

A. GENERALLY

1. To ensure that any compensation DDIC pays to any person is reasonable and not excessive, DDIC shall utilize a Compensation Committee to determine the amounts and terms of all compensation agreements entered into by DDIC.
2. All Compensation Committees must comply with:
   1. the Code of Conduct set forth in these Bylaws;
   2. the Conflict of Interest Policy set forth in these Bylaws; and
   3. the Compensation Policy set forth in these Bylaws.

B. PROCESS

1. The Imam shall order the creation of a Compensation Committee:
   1. when necessary to approve the creation of a new compensation agreement between DDIC and any individual to whom DDIC pays or will pay compensation; and
   2. annually, in January of each year, to evaluate the compensation agreements already existing between DDIC and any individual to whom DDIC has paid or will pay compensation.
2. The Imam shall seek to constitute a Compensation Committee of at least three (3) persons, drawn preferably from:
   1. first, volunteers or nominees from the worship community of DDIC; then
   2. second, respected members of the Colorado Muslim community outside of the worship community of DDIC; then
   3. third, professionals who provide or who have provided legal, accounting, bookkeeping, or similar services for DDIC; then
   4. other respected members of the community at-large, willing and able to so serve.
3. The Compensation Committee shall determine by majority vote of its members the Committee’s recommendation to DDIC of the reasonable amount and terms for the compensation agreement for which the Committee was formed.
4. The Imam may serve on a Compensation Committee if doing so does not violate DDIC’s Conflict of Interest Policy, set forth in these Bylaws.
5. The Imam may give information to any Compensation Committee, even if the Imam’s membership on the Committee would violate DDIC’s Conflict of Interest Policy, set forth in these Bylaws.
6. The Imam shall not exercise undue influence over any Compensation Committee or any member thereof in the performance of their duties.
7. The Imam shall obey the recommendations of a Compensation Committee.

C. MANDATORY COMPENSATION POLICIES

1. Compensation paid by DDIC must be reasonable, which means the amount that would ordinarily be paid by a similar organization in similar circumstances at the time the agreement is made.
2. All Compensation decisions are subject to the Conflict of Interest Policy set forth in these Bylaws.
3. Compensation arrangements should be approved in advance of paying compensation. If a compensation agreement is ratified after compensation has been paid in whole or in part, then the Compensation Committee must document the reason or reasons for the agreement not being approved prior to the payment of compensation.
4. Compensation arrangements should be based on information such as, but not limited to:
   1. information about compensation paid by similarly-situated organizations for similar services;
   2. current compensation surveys compiled by independent sources; and
   3. actual written offers from similiarly-situated organizations of comparable size, purpose, and resources, which may be adjusted due to geographic or other conditions if those conditions are documented by the Committee.
5. The date and terms of all compensation agreements must be documented in writing.
6. The decision and recommendation of each individual involved in approving compensation agreements must be documented in writing.
7. The decision of the Compensation Committee and the documents on which it relied for its decision must all be recorded in writing and retained in DDIC’s permanent records.

A. CODE OF CONDUCT
The Imam and all members of Compensation Committees shall owe DDIC the fiduciary duties of:

1. Loyalty, when acting in their capacity for DDIC, putting the interests of DDIC ahead of personal self-interest, and not diverting DDIC’s resources, opportunities, or information to the benefit of the individual personally or to any other organization without authorization from DDIC; and
2. Care, when acting in their capacity for DDIC, acting in good faith and in the best interest of DDIC.

B. WHISTLEBLOWER POLICY
The legal and ethical standards applicable to DDIC require that individuals acting on DDIC’s behalf must act lawfully, honestly, and with integrity. Accordingly, those standards compel DDIC to provide protections for individuals who, having knowledge of wrongdoing by persons acting on DDIC’s behalf, reveal or seek to reveal such knowledge to the public or to persons in authority. Therefore:

1. It is the duty of all Officers and other individuals acting on behalf of DDIC to comply with all applicable laws, regulations, policies, and codes of conduct and to report suspected violations of the same.
2. No person who in good faith and upon reasonable grounds reports a violation of this policy shall suffer harassment, retaliation, or adverse employment consequences. Any person purporting to act on DDIC’s behalf who engages in or threatens to engage in harassment, retaliation, or the imposition of adverse employment consequences shall be subject to discipline by DDIC up to and including permanent termination of their association with DDIC.
3. This Whistleblower Policy is intended to encourage and enable persons involved with DDIC to raise serious concerns within the organization prior to seeking resolution outside the organization.
4. Persons with knowledge of actual or possible wrongdoing by persons acting or purporting to act on behalf of DDIC should report their concerns to the Imam or to DDIC’s legal counsel.
5. Upon receiving notice of any report subject to this Policy, the Imam shall see that the report is promptly investigated and remedial measures applied immediately where circumstances so warrant.
6. The Imam shall record the details of all reports subject to this Policy in writing. Such record shall be retained with DDIC’s corporated records.

C. CONFLICT OF INTEREST POLICY

1. Purpose
   The purpose of this Conflict of Interest Policy is to protect the interests of DDIC when it is contemplating entering into a transaction or arrangement that might benefit the private interest of the Imam, a Compensation Committee member, or any other leader or decision-maker for DDIC, or where such a transaction or arrangement might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state or federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.
2. Definitions
   1. “Compensation” includes direct and indirect remuneration, as well as gifts or favors that are not insubstantial.
   2. “Interested Person” means any director, officer, or member of a committee with governing-board-delegated powers who has a direct or indirect financial interest, as defined below.
   3. “Financial Interest” means, directly or indirectly having, through business, investment, or family, an ownership or investment interest in any entity with which DDIC has a transaction or arrangement, a compensation arrangement with DDIC or with any entity or individual with which DDIC has a transaction or arrangement, or a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which DDIC is negotiating a transaction or arrangement. A financial interest is not necessarily a conflict of interest, unless the appropriate authority or committee decides that a conflict of interest exists.
3. Procedures
   1. Duty to Disclose
      ​In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given an opportunity to disclose all material facts to the Imam or others authorized to consider the proposed transaction or arrangement.
   2. Determining Whether a Conflict of Interest Exists
      After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the meeting while the determination of a conflict of interest is discussed and voted upon. The remaining committee-members or others authorized to consider the proposed transaction or arrangement shall decide by majority vote whether a conflict of interest exists.
   3. Procedures for Addressing Conflicts of Interest
      1. An interested person may make a presentation at the meeting where the transaction or arrangement is to be considered, but after the presentation, the interested person shall leave the meeting during the discussion of and the vote on the transaction or arrangement involving the possible conflict of interest.
      2. The committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
      3. After exercising due diligence, the committee shall determine whether DDIC can obtain with reasonable efforts a more advantageous transaction or arrangement from an entity or person that would not give rise to a conflict of interest.
      4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not giving rise to a conflict of interest, the committee shall determine by a majority vote of the disinterested members whether the transaction or arrangement is in DDIC’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with those determinations, the committee shall make its decision as to whether entering into the transaction or arrangement.
   4. Violations of the Conflicts-of-Interest Policy
      1. If the Imam, a committee-member, or another leader of DDIC has reasonable cause to believe that a person has failed to disclose actual or possible conflicts of interest, the Imam or his designee shall inform the person of the basis for such belief and afford the person an opportunity to explain to the committee the alleged failure to disclose.
      2. If, after hearing the person’s response and making further investigation as warranted by the circumstances, the committee determines the person has failed to disclose an actual or possible conflict of interest, DDIC shall take appropriate disciplinary and corrective action.
   5. Records of Proceedings
      The records of DDIC and the minutes of any committee meetings shall contain:
      1. the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest;
      2. the nature of the financial interest;
      3. any action taken to determine whether a conflict of interest was present;
      4. the committee’s decision whether a conflict of interest in fact existed;
      5. the names of the persons who were present for discussions and votes relating to the transaction or arrangement;
      6. the contents of discussions relating to the transaction or arrangement, including any alternatives to the proposed transaction or arrangement; and
      7. a record of any votes taken in connection with the proceedings.
   6. Compensation
      1. Any person who receives compensation, directly or indirectly, from DDIC for services is prohibited from voting on matters related to that person’s compensation.
      2. No person who receives compensation, directly or indirectly, from DDIC for services is prohibited from providing information to any committee considering said compensation regarding said compensation.
   7. Annual Statements
      The Imam, any other Officer, and each member of any committee of DDIC shall annually, during their time of service, sign a statement affirming that such person:
      1. has received a copy of this Conflict of Interests Policy;
      2. has read and does understand the Policy;
      3. has agreed to comply with the Policy; and
      4. understands that DDIC is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
   8. Periodic Reviews
      To ensure that DDIC operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at minimum, include the following subjects:
      1. whether compensation arrangements are reasonable, based on competent survey information or similarly reliable and independent information, and the result of arm’s length bargaining; and
      2. whether partnerships, joint ventures, and arrangements with management organizations conform to DDIC’s written policies, are properly recorded, reflect reasonable investment or payments for goods or services, further charitable purposes, and don’t result in inurement, impermissible private benefit, or in an excess benefit transaction.
   9. Use of Outside Experts
      When conducting the periodic reviews as provided for in this Conflict of Interest Policy, DDIC may, but need not, use outside advisors. If outside advisors are used, their use shall not relieve the Imam, other Officers, or any members of any committee of DDIC of their responsibility for ensuring that periodic reviews are conducted.