BYLAWS OF SOTO ZEN BUDDHIST ASSOCIATION
A CALIFORNIA RELIGIOUS CORPORATION
The name of this corporation is Soto Zen Buddhist Association.
The principal office for the transaction of business is hereby fixed and located at Soto Zen Buddhist Association, 8058 Mill Station Road, Sebastopol, CA 95472. The Board of Directors may change the location of the principal office at any time.
The Soto Zen Buddhist Association (SZBA) exists to preserve and promote the Buddhadharma through the teaching and practice of Soto Zen Buddhism in North America. It facilitates trust, respect, communication, ethical conduct, and education among the many sanghas of Soto Zen lineages and in the wider community. Its purpose is also to compassionately widen the transmission of Dogen Zenji and Keizan Zenji’s practice and understanding in the Western World. Activities of the Soto Zen Buddhist Association include organizing national conferences for Soto Zen leaders, administering the Dharma Heritage Ceremony, developing training guidelines and training opportunities, facilitating communication among members, maintaining a directory of members and other endeavors in accord with the purposes of the organization.
The Advisory Board will provide continuity of information on issues of importance to the SZBA and will reflect on long-term matters of concern to the SZBA. It will consist of SZBA members who are former members of the Board of SZBA or any other members at the discretion of the current Board. Former members of the Board of SZBA shall continue to be eligible to serve on the Advisory Board for 10 years after completion of their term on the Board, or longer at the discretion of the current Board.
Board of Directors
Section 1. The authorized number of Directors shall be at least five (5) and no more than fifteen (15), and they shall be members or associate members in good standing. The Board of Directors shall from time to time fix the number of Directors between five (5) and (15). Collectively they shall be known as the board of directors. Not more than twenty percent (20%) of the Directors may be associate members.
Section 2. The term of each Director shall be 3 years. Directors’ terms shall be staggered. Directors may serve up to two consecutive terms and may be reelected after an interval of 1 year. The sitting board may extend or shorten a board member’s term in order that it ends in October, even if this increases their total consecutive time served over six years, so the board member replacing them can begin their term in October and be selected through the nominating process.
Section 3. The sitting Board of Directors may elect new Directors sufficient to replace those retiring, chosen from a slate of nominees. Nominees must be SZBA members in good standing as defined in Article VII, and be willing and able to serve. The Names of qualified SZBA members may be submitted to the Nominating Committee. The Nominating Committee shall submit a list of proposed nominees to the Board of Directors. The new Directors shall then be elected by a majority vote of the sitting members of the Board of Directors.
Section 4. A vacancy shall be deemed to exist in the event that the actual number of Directors are less than the minimum number for any reason. A Director may be removed by two methods: either a 2/3 vote of the membership by postal mail, electronic mail (email), or by unanimous vote of the rest of the Board. At least two weeks prior to the vote of the Board, the Board shall inform the members at large through email or written notification of the proposed removal and the reasons for and against any such proposal and solicit response.
Section 5. The activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. It shall be the duty of the directors to perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws.
Section 6. A regular face-to-face meeting of the Board of Directors shall be held annually. During the annual meeting, the Board will authorize the budget for the new year, and the officers of the Board shall be elected. Additional meetings may be called by the President or by any three members of the Board of Directors. These meetings may be face-to-face or electronic such as teleconference, videoconference, on-line meeting, etc. as deemed effective by the board. Notice of the time, place, and/or manner of all meetings, delivered by email, mail or telephone, shall be given to each Director at least one month prior to such meetings, unless such notice is waived by a quorum of Directors in case of an emergency. Notice of additional meetings shall specify the purpose, place, day and hour of the meeting. Members of the Board of Directors may grant their proxy vote to any other member of the Board of Directors to vote for any individual meeting, by written notice to the President.
Section 7. Each member of the Board of Directors shall have one vote. A majority of the members of the Board shall constitute a quorum. The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting. Members who have given their proxy to another member of the Board of Directors as provided in Section 6 shall be counted as present for purposes of determining the existence of a quorum.
Section 8. Action by unanimous written consent without meeting: Any action required or permitted to be taken by the board of directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent to such action. Consent may be in writing by mail, e-mail, or other electronic polling method deemed effective by the board. Such consent or consents shall be filed with the minutes of the proceedings of the board. Such action by consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous consent of the board of directors without a meeting and that the bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority.
Section 9. To the fullest extent provided under California Law, the Board of Directors shall not be personally liable for the debts, liabilities, or obligations of this Corporation.
Section 10. The Board of Directors shall have final authority to interpret, and implement these Bylaws.
Section 11. Indemnification by corporation of directors, officers, employees, and other agents: To the extent that a person who is, or was, a director, 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 procure 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 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 9246 of the California Nonprofit Religious Corporation Law.
Section 12. Directors shall serve without compensation. They shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties. Any payments to directors shall be approved in advance.
Section 1. The Officers shall include a President, a Vice President, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer and they shall be members in good standing.
Section 2. Officers shall be elected by a majority of the Board of Directors and shall serve until a successor shall have been elected. The term status of each officer shall be reviewed annually.
Section 3. Subordinate officers: The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.
Section 4. Officers shall sign all contracts and perform such other duties as the Board of Directors may assign to them.
Section 5. The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
Section 6. The Vice President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe and shall perform such other duties as may be prescribed in these Bylaws. In the absence or inability of the President to act, the Vice President shall perform all duties and may exercise any of the powers of the President, subject to the council of the Board of Directors.
Section 7. The Secretary shall give written notice of all meetings of the Board of Directors as may be required and shall keep minutes of such meetings. The Secretary shall carry on the correspondence and keep the records of the Corporation, including a copy of these Bylaws as amended or otherwise altered to date and a book of minutes of all meetings of the directors. The Secretary shall be the keeper of the corporate seal.
Section 8. The Treasurer shall keep and maintain adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and surplus. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as authorized by the Board of Directors, shall render to the Directors, or the President, whenever they request it, an account of all transactions and of the financial condition of the Corporation, prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, required by law, by the articles of incorporation of the corporation, or by these bylaws.
Section 9. The salaries of the officers, if any, shall be fixed from time to time by resolution of the board of directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director 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 this corporation.
Section 1. Soto Zen Buddhist priests who have received Dharma Transmission from a Soto Zen priest who has himself or herself received Dharma Transmission in a recognized Soto Zen lineage are eligible for full membership. Full membership requires completion of an application that is accepted by the SZBA, a registration fee, and maintenance of annual dues.
Section 2. Soto Zen priests who have not received dharma transmission are eligible to be associate members provided they were ordained by a Soto Zen Buddhist priest who has received Dharma Transmission in a recognized Soto Zen lineage. Associate membership requires completion of an application that is accepted by the SZBA, signed permission from the applicant’s teacher, registration fee, and maintenance of annual dues.
Section 3. The right of any member to inspect the books, records, minutes, membership records and other documents of the SZBA shall be as provided in Corporations Code Sections 9511 and 9512, provided that (1) the member has submitted a written request for inspection and has obtained the prior written consent of the President, which may be given or denied in the sole discretion of the President, or (2) if the President has refused the member’s inspection application, the member has obtained the prior consent of a majority of the board, which will consider the member’s request to inspect corporate records upon the presentation of a petition signed by not less than ten percent (10%) of the voting members of this corporation.
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by two-thirds (2/3) of the Directors present at a valid meeting. Proposed Bylaw changes will be submitted to the membership for comment by e-mail or other electronic method at least one month before any vote for adoption. Members can submit new Bylaws or changes to existing Bylaws for consideration when three (3) members attach their names to the proposal. The current Bylaws will be made available to members on request, and by electronic means such as on a website.
The Board of Directors will call general meetings of the membership and regional meetings as needed, but at least every other year to report to the members on the activities of the Soto Zen Buddhist Association and to hear the concerns of the members.
A Nominating Committee shall be chosen at each General Meeting. The Nominating Committee shall meet and nominate qualified SZBA Members to fill vacancies on the Board of Directors. The Nominating Committee shall forward the list of nominees to the Board of Directors.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all of the persons named as the initial directors in the articles of incorporation of Soto Zen Buddhist Association, a California nonprofit corporation, and, pursuant to the authority granted to the directors by these bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing bylaws, consisting of 6 (six) pages, as the bylaws of this corporation.
Dated: August 17, 2011
Domyo Burk, Director
Setsuan Gaelyn Godwin, Director
Daijaku Judith Kinst, Director
Myo Denis Lahey, Director
Daishin Eric McCabe, Director
Ejo Patrick McMullen, Director
Taihaku Gretchen Priest, Director
This is to certify that the foregoing is a true and correct copy of the bylaws of the corporation named in the title thereto and that such bylaws were duly adopted by the board of directors of said corporation on the date set forth below.
Dated: August 17, 2011
Domyo Burk, Secretary