Bylaws

BYLAWS OF SHOW ME DHARMA

A MISSOURI NOT FOR PROFIT RELIGIOUS CORPORATION

(Modified by the Board of Trustees on August 30, 2009)
(Modified by the Board of Trustees re: Article IV on January 24, 2010)

(Modified by the members on December 7, 2014 re: Article IV)

ARTICLE I. PURPOSE

Section 1: Objectives and Purpose

The objective and purpose of this Corporation shall be to provide for the study and practice of insight (vipassana) meditation according to the Theravada Buddhist religious tradition, and to support and encourage the development of community based upon the Buddhist ideals, teachings and practices. Said corporation is organized exclusively for charitable, educational, religious, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future code.

ARTICLE II. MEMBERS

Section 1: Qualifications. Effective as of January 1, 2010, any individual who is at least sixteen years of age who supports the objectives and purpose of Show Me Dharma may be a member of the Corporation. These individuals will have the rights and responsibilities that are set forth in Sections 2 and 3 of Article II of these Bylaws.

Section 2. Rights and Responsibilities. Members shall have such rights and responsibilities as are set forth in these Bylaws and as are otherwise required by law. All members shall have the same rights and responsibilities, except as otherwise set forth in these Bylaws. Members may not transfer or delegate their rights or obligations to other individuals.

Section 3. Requirements. An individual who meets the qualifications for membership may become a member by submitting a written notice to the President or the Secretary of the Board of Trustees. Membership shall thereafter continue indefinitely unless (a) the individual submits written notice to the President or Secretary of the Board at any time that he or she no longer wishes to be a member or (b) within forty five (45) days of being contacted by the Board about his or her continued interest in being a member, the individual fails to respond. Members shall be responsible for keeping the Board informed of their current contact information.

Section 4: Meetings of the Corporation

  1. a) Annual Meeting. Effective as of January 1, 2010, there shall be an annual meeting

of the Corporation which shall be held in the last quarter of the fiscal year. The date, time and location shall be decided by the Board and communicated to the members in accordance with the notice requirements set forth in Article II, Section c) of these Bylaws. The business of the annual meeting shall include the president’s report on the activities of the Corporation, a report of the financial condition of the Corporation, the election of Trustees of the Board, and such other business as is designated by the President or the Board.

  1. b) Special Meetings. Special meetings of the Corporation may be held at such times and locations and for such purposes as are designated by the president or the Board. Special meetings may be called at the request of the president, or at the request of three or more current Trustees. Special meetings may also be called upon written request of at least ten percent of the current members of the Corporation, by presenting a signed request to the Board of Trustees. The date, time and location of all special meetings of the Corporation shall be designated by the Board and communicated to the members in accordance with the notice requirements set forth in Article II, Section c) of these Bylaws.
  2. c) Notice. Except as otherwise indicated in these Bylaws or as is required by law, notice of the annual meeting or any special meeting shall be given to the members of the Corporation at least seven days in advance, either by mail or delivered by telecommunication (e.g., facsimile, electronic mail or voice-mail).
  3. d) Quorum. A quorum at the annual meeting or any special meeting shall consist of at least ten percent of the current members of the Corporation. A quorum shall be necessary for the transaction of business. In the absence of a quorum, either the president or three Trustees present at the meeting may adjourn and reschedule the meeting. A quorum necessary to transact business at the rescheduled meeting shall consist of the members present, assuming that at least three days’ notice of the date, time, location and business to be conducted at the rescheduled meeting has been given to all members of the Corporation.

ARTICLE III. BOARD OF TRUSTEES

Section 1: Powers.

All corporate powers, business and affairs of the Corporation shall be exercised and controlled by the Board of Trustees, except to the extent that certain powers are reserved for members of the Corporation in accordance with these Bylaws or as required by law.

Section 2: Composition. Term of Office, and Vacancies

  1. a) The Corporation shall have a maximum of thirteen and a minimum of three elected Trustees and collectively they shall be known as the Board of Trustees. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws. Trustees shall be elected at the annual meeting of the Corporation and shall hold office for a term of three years or until their successors are chosen or qualified or until such Trustee sooner dies, resigns, or is removed. Trustees may be re-elected for additional terms. To be eligible for membership on the Board, an individual must be a member of the Corporation.
  2. b) The initial group of Trustees shall be comprised of the thirteen members of the Steering Committee which has guided the organization prior to incorporation. The terms of these thirteen members shall be randomly selected so that of the initial group of Trustees five shall have three year terms of office, four shall have two year terms of office and four shall have one year terms of office. The initial Trustees may be elected to subsequent terms as specified in Article III, Section 2, a) of these Bylaws. The election of subsequent Trustees shall thereafter occur in accordance with Article III, Section 2 a) of these Bylaws.
  3. c) A Trustee may resign from the Board at any time by giving notice in writing thereof to the president. A Trustee may be removed only by a vote of two thirds of the full Board. Notification to the Trustee in question, and to all other Trustees must be rendered in writing two weeks prior to the vote for removal.
  4. d) Vacancies in the Board of Trustees and any Board position may be filled at any meeting of the Board upon nomination and a vote of the majority of the members of the full Board. All Board members must be notified in writing two weeks prior to the meeting of the intention to fill a vacancy. A person elected to fill a vacancy as provided in this Section shall then serve for the remainder of the uncompleted term or until his or her death, resignation, or removal from office.
  5. e) Guiding Teachers’ Seats: Up to two Board seats in addition to those authorized in
    accordance with Article IV, Section b) of these Bylaws shall be designated to be held by the persons who are appointed Guiding Teacher pursuant to Article IV of these Bylaws (the “Guiding Teachers’ Seats”). The Guiding Teachers shall serve without regard to the procedures for election that apply to other Trustees and they shall have the same rights and responsibilities as other Trustees.
  6. f) Members of the Sangha Teachers Collective, pursuant to Article IV, Section 2, are automatically considered to be members of the Corporation and shall be eligible to be elected to the Board of Trustees in accordance with subsection b) above.

Section 3: Officers

  1. a) Corporate officers shall consist of a president, vice-president, secretary, and treasurer, and such other officers as may be deemed necessary by the Board.
  2. b) The officers of the Corporation shall be elected annually by the Board, such election to be conducted according to such procedures as the Board adopts, consistent with these Bylaws.
  3. c) Duties
  4. The President shall be the principal officer of the Corporation, and, subject to the control of the Board of Trustees, shall perform all duties customary to that office and shall supervise and control all of the affairs of the Corporation and the policies and directives approved by the Board. He or she may sign deeds, bonds, mortgages, or other instruments and enter into agreements necessary to carry out the objectives of the Corporation with the approval of the Board, except where the Board or the Bylaws require the signature of some other officer or agent of the Corporation.
  5. The Vice-President shall, in case of absence, disability, or death of the President, assume his or her duties.

iii. The Secretary shall be responsible for the keeping of an accurate record of all meetings of the Board of Trustees and its Committees, see that all notices are duly given in accordance with these Bylaws or as required by law, and in general, perform all duties customary to the office of Secretary. The Secretary shall exhibit at all reasonable times to any Trustee or member of the Corporation, or to his or her agent or attorney, on request thereof, the Bylaws, and minutes of the proceedings of the Trustees and Committees of the Corporation.

  1. The Treasurer shall perform all duties customary to that office, shall have the
    custody of and be responsible for all corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements, assets and liabilities in the books of the Corporation. He or she shall deposit or cause to be deposited all monies or other valuable effects in the name of the Corporation in such depositories as shall be selected by the Board of Trustees. He or she will exhibit at all reasonable times the books of account and financial records to any Trustee or member of the Corporation, or to his or her agent or attorney, on request therefore. The Treasurer will render to the President and Trustees, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation. He or she will prepare or cause to be prepared, and certify, or cause to be certified the financial statements to be included in any required reports.

Section 4: Meetings

  1. a) Regular meetings of the Board shall be held at such times and places and for such purposes as are designated by the President or other Trustees of the Board. Special meetings of the Board may be called at the request of the President or any three or more Trustees. The election of officers shall occur at the first Board meeting of each new fiscal year. If an officer resigns at any time, the Board may appoint a successor.
  2. b) The date, time and place of all meetings of the Board shall be designated by the Board members present at the previous meeting except as indicated in Article III, Section 4 c) below.
  3. c) At least seven days’ notice of the first meeting of the Board each new fiscal year postmarked in writing or delivered by telecommunication (e.g., facsimile, electronic mail {e-mail} or voice-mail) shall be given to each Trustee of the Board. Notice of subsequent regular meetings of the Board, determined as indicated in Article II, Section 4 b) above, shall be given in such manner as is agreed upon. Special meetings of the Board may be held if at least two days’ notice is given of such a meeting.
  4. d) A majority of the Trustees shall constitute a quorum for the transaction of business at any meeting of the Board except that if a quorum shall not be present at a meeting, the Trustees present may adjourn the meeting and state the time and place of the next meeting. A meeting at which a quorum is initially present may continue necessary to transact business notwithstanding the withdrawal of Trustees, if any action taken is approved by at least a majority of the required quorum of the meeting.
  5. e) All matters shall be decided by a vote of simple majority of the Trustees present at any meeting at which a quorum is present except as otherwise provided by law, the Articles of Incorporation, or the Bylaws.
  6. f) Action by majority written consent without a meeting: Any action, other than removal of Trustees or Guiding Teachers, required or permitted the Board of Trustees under any provision of the law may be taken without a meeting if the required percentage of the members of the Board individually or collectively consent in writing or by telecommunication (e.g., facsimile, electronic mail {e-mail} or voice-mail) to such action. Such consent(s) shall be filed with the Secretary as part of the vote of the Trustees. Any certificate or other document filed under any provision of law that relates to action so taken shall state that the action was taken by majority consent of the Board of Trustees without a meeting, and that the Articles of Incorporation and Bylaws of this Corporation authorize the Trustees to so act. Such statement shall be prima facie evidence of such authority.
  7. g) Participation by Telephone or Other Means of Interactive Electronic Communication. Members of the Board may participate in a meeting through use of conference telephone or other similar communications equipment. Such participation constitutes presence in person in such meeting.

Section 5: Committees

  1. a) Executive Committee: The Board of Trustees may designate from its members an Executive Committee, which shall consist of at least four Board members, usually being the president, vice president, secretary and treasurer. Except as otherwise required by law or these Bylaws, the Executive Committee shall have all the authority of the Board subject to ratification of the Board at the next meeting. A quorum for the transaction of business by the Executive Committee shall consist of a majority of the total membership of the Executive Committee. Decisions shall be made by a two-thirds (2/3) vote of members present at a meeting at which a quorum is present. The Executive Committee shall keep regular minutes of its proceedings, file the minutes with the Secretary, and shall report its actions to the Board of Trustees at their next meeting. A report of any executive proceedings shall be available upon request by any member of the Board. Vacancies in the membership of the Executive Committee shall be filled by the Board at a regular or special meeting.
  2. b) Other Committees: The Board of Trustees may create such other committee or committees of its members and/or other persons which committees shall have such authority as the Board or these Bylaws direct.

Section 6: Compensation

The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Trustees, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Trustee of the Corporation. In all cases, any salaries received by officers of this Corporation shall be reasonable and given in return for services actually rendered the Corporation which relate to the performance of the religious purposes of the Corporation.

ARTICLE IV. THE GUIDING TEACHERS AND SANGHA TEACHERS

Section 1. Appointment of Teachers

(a) The Sangha Teachers Collective is comprised of senior sangha students who have the qualifications to function as a Sangha Teacher.

(b) The Teachers Collective shall recommend to the Board of Trustees members who can serve as Sangha Teachers. The teachers collective shall approve new teachers by a 2/3’s majority vote, prior to recommending the new Teacher to the Board of Trustees. New teachers shall be appointed if they receive a simple majority vote of the Board of Trustees.

Section 2. The Teachers Roles. The roles of the sangha teachers are to teach, counsel, assist, and support the spiritual practices of the community according to the stated purpose, as set forth in Article I, Section 1 of these by-laws. The teachers shall not be obligated to administer the operational activities of the Corporation.

Section 3. Rights of the Teachers. The teachers have the right to be a member of all Committees and a member of the Board of Trustees pursuant to Article III, Section 2 (e) of these by-laws. When serving as a board member, the teacher may vote on all matters except matters regarding that Teacher’s appointment or removal, or other matters where there is a conflict of interest.

Section 4 Removal of Teachers. Sangha teachers may be dismissed as a Teacher and as a member of the Sangha Teachers collective upon 2/3 majority vote of the Board of Trustees holding office.

ARTICLE V. NON-LIABILITY OF TRUSTEES AND OFFICERS

No Trustee or officer of this Corporation may be held personally responsible for debts, liabilities or other obligations of the Corporation.

ARTICLE VI. INDEMNIFICATION BY CORPORATION OF TRUSTEES, OFFICERS, EMPLOYEES AND OTHER AGENTS

To the extent that a person, who is, or was, a Trustee, officer, employee, or other agent of this Corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to produce a judgment against such person by reason of the fact that he or she is, or was, an agent of the Corporation, or has been successful in defense of any claim, issue or matter, therein, such a person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements, and other amounts reasonably incurred in connection with such proceedings shall be provided by this Corporation but only to the extent allowed by, and in accordance with the requirements of Section 355.025 (RSMo) of the Missouri Not For Profit Corporation law.

ARTICLE VII. GENERAL PROVISIONS

Section 1: Checks

All checks, drafts, or other orders for the payments shall be signed by such officer or officers or such other person or persons as the Board of Trustees may from time to time designate.

Section 2: Gifts

The Board of Trustees may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the purpose of the Corporation.

Section 3: Fiscal Year

The fiscal year of the Corporation shall be from January 1 to December 31.

Section 4: Trustees’ Inspection Rights

Every Trustee shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every time and to inspect the physical properties of the Corporation.

ARTICLE VIII. AMENDMENT

Except as otherwise provided by the Articles of Incorporation or Bylaws, these Bylaws may be altered, amended or repealed or new Bylaws may be adopted by a vote of two-thirds of the members of the Corporation present at a meeting at which there is a quorum, if notice has been given each member in accordance with Article II, Section 4 c) of these Bylaws, of the intention to alter, amend or repeal or to adopt new Bylaws at such meeting.

ARTICLE IX. DISSOLUTION

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code (or corresponding section of any future federal tax code), or shall be distributed to the Federal government or to a state or local government, for public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of this organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Updated 12/8/2014 vgb

 

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