By-Laws of the Empty Hand Zen Center
The Meeting House Zen Group, Inc.
a Not-for-Profit Corporation Incorporated May 26, 1999
under Section 402 of the Not-for-Profit Corporation Law of the
State of New York
Adopted as of ________________, 2017
Article I. Organizational Matters
1.1 Name. The name of the company is The Meeting House Zen Center, Inc.
1.2 Principal Office. The principal office of the company shall be in the city of New Rochelle, New York. The company may also have offices at other places inside or outside New York State, as the Board may determine or the activities of the company may require.
Article 2. Our Purpose
2.1 General Purposes. The company is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code).
2.2. Specific Purposes. The company’s specific purpose is to foster the learning and practice of Buddhism, and more particularly of the Soto school of Zen Buddhism, among its members and in the community at large.
Article 3. Membership.
3.1. Who Is a Member. Any person who gives notice to the Treasurer of a desire to be a member, and who indicates a willingness to commit a specific amount of material support at regular intervals in the coming year by completing a membership pledge card or otherwise, is a Member of the company. The Board may also bestow honorary and permanent memberships in its discretion.
3.2. Members’ Pledges of Support. From time to time the Board will set a specific suggested annual financial contribution for members, with the understanding that (1) members may pledge any amount, as their means may allow, and (2) some members will express their support by pledging a greater amount and by making additional contributions from time to time.
3.3. Roster of Current Members. The Treasurer will keep a current record of pledges and contributions, and the Treasurer’s determination of the current roster of members is definitive. The Board may strike a member off the membership list for failing to fulfill pledges or for other good cause; the Board may delegate this judgment to the Treasurer or any other officer.
Article 4. Meetings of Members
4.1. Annual Meeting. The annual meeting of members of the company will be held during the first calendar quarter of each year. The Board will set the date of the annual meeting; set a record date not less than 10 or more than 50 days before the meeting; and give at least 10 days’ notice of the meeting and record date to all then-current members.
4.2. Quorum. A quorum of 20% of the membership is necessary to constitute a meeting. A lesser number of members may adjourn the meeting for a period of not more than two weeks, and the Board shall cause a notice of the re-scheduled meeting to be sent to all then-current members.
4.3. Eligibility to Vote. Any member whose pledges are paid up through the prior month as of the meeting date may vote at the annual meeting.
4.4. Special Meetings. The Board may call a special meeting of the membership at any time. The Board will notify all members in writing at least 10 days, but not more than 50 days, before the scheduled date of the special meeting. The notice will state the date, time, place and record date of the meeting and the purpose for which the meeting is called. Only the business specified in the notice of a special meeting may be transacted at that meeting.
4.5. Proxies. Any member may give to any other member a proxy to vote at any membership meeting. A proxy must be in writing and signed by the member granting the proxy, must specify what meeting it pertains to, and must state that is effective for that meeting only. A proxy shall state whether it grants authority to vote on a specific question or questions, or on any matter that comes properly before the meeting. The proxy must be delivered to the Secretary no later than the beginning of the meeting. The proxy may be revoked at any time by the member who gave it, and is revoked automatically if the member attends the meeting in person.
Article 5. The Board of Directors
5.1. The Board. The company is managed by the Board of Directors, which shall have general supervision of the company, including all powers not expressly reserved to the membership or expressly granted to others by its Certificate of Incorporation or these By-laws. The Board shall consist of not fewer than three and not more than twelve members; but in no case may the Board consist of more than one-third of the number of current members at the time the Board is elected. The number of directors may be increased or decreased by vote of the members or by a vote of a majority of all of the directors then in office. No decrease in the number of directors shall shorten the term of any incumbent director.
5.2. Eligibility to Serve as Chair. The position of Chair of the Board may not be held by an employee of the company.
5.3. Election of Directors; Removal. Board members shall be elected by the membership at the annual meeting. The members shall vote for candidates for membership on the Board individually and not as a group. If a vacancy arises on the Board for any reason, the Board may fill the vacancy by majority vote, and the new director’s term will expire at the next annual meeting. Directors may be removed for cause by vote of the members or by action of the Board.
5.4. Term. Board members elected at the annual meeting will be elected for two-year terms. After adoption of these by-laws the existing Board shall divide themselves as equally as may be into two classes; members of the first class will stand for reelection at the next annual meeting and members of the second class will stand for reelection at the following annual meeting.
5.5. Term Limit. A Board member who has served two full terms is not eligible to be elected a director at the next annual meeting. The Board may waive this term limit in a particular case by a vote which shall be unanimous but shall exclude the director in question.
5.6. Committees. The Board may establish an Executive Committee which shall be authorized to act in any urgent case when a quorum of the Board cannot be convened. No committee of the Board may:
1. Submit any question to the membership for a vote or consent;
2. Fill any vacancy in the Board or any committee;
3. Fix the compensation, if any, of the directors for serving on the Board or on any committee;
4. Amend or repeal the by-laws, or adopt any new by-law; or
5. Amend or repeal any resolution of the Board that by its terms is not so amendable or repealable.
No member, director or officer who may benefit from compensation paid by the company may be present at or participate in any Board or committee deliberation or vote concerning his or her compensation.
5.7. Frequency of Meetings; Voting; No Proxies. The Board shall meet at its own discretion or at the call of the Chair of the Board, but in any case not less often than once in each calendar quarter. A majority of the entire Board constitutes a quorum for the transaction of business. Action at any Board meeting may be taken by vote of a majority of directors who are present and entitled to vote. No member of the Board may grant a proxy to any other person to vote at a meeting of the Board.
5.8. Conduct of Meetings. Members of the Board may attend a meeting by telephone, video conference, Skype, or any other method whereby all of those in attendance can hear and be heard by all others. Board meetings will be open to members to observe, but the Chair may close any meeting or portion of a meeting in his or her discretion.
5.9. Action by Written Consent. The Board may take action by written consent, without a meeting, without prior notice and without a vote, but only if such action is unanimous. Such consent may be written or electronic. If the consent is written, it must be signed by the Board member. If the consent is electronic, it must be able to be reasonably determined to have been sent by the Board member.
Article 6. Officers
6.1. Offices. Unless otherwise provided for in the certificate of incorporation, the Board may elect or appoint a President, one or more Vice-Presidents, a secretary, a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as provided below. All officers shall be elected or appointed to hold office until the meeting of the Board following the annual meeting of members. Each officer shall hold office for the term for which he or she is elected or appointed and until his or her successor has been elected or appointed and qualified.
6.2. Removal, Resignation, Salaries. Any officer elected or appointed by the Board may be removed by the Board with or without cause. In the event of the death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except that none of the offices of President, Treasurer and Secretary may be held by the same person at the same time. The salaries, if any, of all officers shall be fixed by the Board.
6.3. President. The President shall be the chief executive officer of the company; he or she shall preside at all meetings of the members and of the Board; he or she shall have the general management of the affairs of the company and shall see that all orders and resolutions of the Board are carried into effect.
6.4. Vice-Presidents. During the absence or disability of the President, the Vice-President, or if there are more than one, the Executive Vice-President, shall have all the powers and functions of the President. Each Vice-President shall perform such other duties as the Board shall prescribe.
6.5. Guiding Teacher. The Board may establish a position of Guiding Teacher with general responsibility for the spiritual aspects of the sangha’s practice. The responsibilities of a Guiding Teacher are exclusively religious in nature. The position of Guiding Teacher is not itself a corporate office, but the Guiding Teacher may be made a Vice-President of the company.
6.6. Treasurer. The treasurer shall have the care and custody of all the funds and securities of the company, and shall deposit said funds in the name of the company in such bank or trust company as the directors may elect; he or she shall, when duly authorized by the Board, sign and execute contracts in the name of the company; he or she shall also siqn all checks, drafts, notes, and orders for the payment of money, under authority delegated by the Board; he or she shall at all reasonable times exhibit the company’s books and accounts on request to any director or member of the company. At the end of each corporate year, the Treasurer shall have an audit of the accounts of the company made by a committee appointed by the President, and shall present such audit in writing at the annual meeting of the members, at which time the Treasurer shall also present an annual report setting forth in full the financial condition and results of operations of the company. The Treasurer shall keep a membership roll containing the names and addresses of all persons who are members of the company, showing the time when they became members.
6.7. Assistant Treasurer. During the absence or disability of the Treasurer, the Assistant Treasurer, or if there are more than one, the one so designated by the Secretary or by the Board, shall have the powers and functions of the Treasurer.
6.8. Secretary. The Secretary shall keep the minutes of the Board of directors and also the minutes of the members. The Secretary shall have the custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the Board of directors. He or she shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the board of directors may direct; he or she shall attend to such correspondence as may be assigned to him or her, and perform all the duties incidental to the office.
Article 7. General Powers and Restrictions
7.1. Sureties. In case the Board shall so require, any officer or agent of the company shall execute to the company a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of his or her duties to the company and including responsibility for negligence and for the accounting for all property, funds or securities of the company which may come into his or her hands.
7.2. Electronic Notices. Notices of Board meetings and membership meetings, waivers of notice and actions by unanimous consent may be made electronically.
Article 8. These By-Laws
8.1. Conflicts. In case of any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation have precedence.
8.2. Amendments. The by-laws may be adopted, amended or repealed (1) by the members at the time they are entitled to vote in the election of directors, or (2) by the Board of directors.
8.3. By-laws Affecting Election of Directors. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board, the notice of the next meeting of members for the election of directors must include the by-law that was adopted, amended or repealed, together with a concise statement of the changes made.
Article 9. Indemnification
9.1. Authority to Indemnify; Insurance. The company may, to the fullest extent permitted by law, purchase and maintain insurance to indemnify its directors or officers and indemnify and advance expenses to each individual who is made, or threatened to be made, a party to any action by reason of the fact that such individual, or his or her testator, is or was a director or officer of the company, or served any other corporation or entity at the request of the company.
9.2. Exceptions. No indemnification may be made to or on behalf of any such person if (a) his or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty, and were material to such action or proceeding, or (b) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled in the transaction or matter in which indemnification is sought.
FORM OF PROXY
To: The corporate secretary, Empty Hand Zen Center
I hereby grant to (check one):
____ the Chair of the Board
(fill in the name of a member who will attend the meeting)
my proxy to vote at the Annual Meeting on March 12, 2017. This proxy is effective only for the 2017 Annual Meeting, including any adjournment.
The proxy may exercise my vote (check one):
____ in his/her discretion on any matter that comes properly before the meeting
____ on the following matters only (specify your instructions to the proxy on how to cast your vote):
I understand that I may revoke this proxy at any time, and that it is automatically revoked if I attend the Annual Meeting in person.
This Proxy should be delivered to the Secretary or to any member of the Board before the Annual Meeting begins.