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BYLAWS
OF
TUCSON COMMUNITY MEDITATION CENTER, INC.
ARTICLE I
Name
The name of the corporation is TUCSON COMMUNITY MEDITATION CENTER, INC. (“the Corporation”).
ARTICLE II
Purpose of the Corporation: Nonprofit Status
Section 1. Purpose. The Corporation is organized and shall be operated exclusively for charitable purposes within the meaning of Sections 170(c)(2) and 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding provisions of any future United States Internal Revenue Law (“theCode”). Specifically, the Corporation is organized to provide Vipassana meditation instruction, practice, support, information and retreats to persons and organizations in Southern Arizona.
Section 2. Nonprofit Status. The Corporation shall not operate for pecuniary gain or profit, and shall not pay any dividends. The Corporation may maintain one or more reserve and contingent funds as may be deemed advisable for the purposes of the Corporation.
ARTICLE III
Offices and Resident Agent
Section 1. Offices. The Corporation shall continuously maintain a resident office and a resident agent in the State of Arizona. The principal office of the Corporation and such other offices as it may establish shall be located at such place(s), either within or without the State of Arizona, as may be designated by the Board of Directors.
Section 2. Changes. Any change in the resident agent of the Corporation shall be accomplished in compliance with the laws of the State of Arizona.
ARTICLE IV
Members
Section 1. Qualifications of Members
a) Voting Membership: Members entitled to vote shall have the following qualifications: Have attended one or more Tucson Community Meditation Center, Inc. sponsored classes, sits or retreats within the previous twelve month period, have participated as a member of a Tucson Community Meditation Center, Inc. committee within the last six months, are current in annual dues and otherwise in good standing with the Corporation. A voting member is entitled to all privileges of membership in the Corporation and one vote.
b) Non-voting Membership: Non-voting members shall have the following qualifications: have attended one or more Tucson Community Meditation Center, Inc. sponsored classes, sits or retreats at any time in the past, have paid annual dues at any time, and otherwise are in good standing with the Corporation. A non-voting member is entitled to privileges as established by the Board of Directors.
Section 2, Notice of Meetings. The Corporation shall give written notice of annual and special meetings, stating the place, date, hour and, in the case of special meetings, the purpose of the meeting, to each Member entitled to vote at the meeting not less than ten, nor more than fifty, days before the meeting.
Section 3. List of Members. The Corporation shall prepare an alphabetical list of the Members entitled to vote at each meeting, showing the name and address of each Member entitled to vote. The list shall be available at the meeting and may then be inspected by any Member.
Section 4. Quorum and Adjournment.. Except as otherwise provided by statute, the holders of 40% of the votes entitled to vote at any meeting of the Members, present in person or by proxy, shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting, the Members present may adjourn the meeting until a quorum is present. At an adjourned meeting, when a quorum is present, the Members may transact any business they might have transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meting, the Corporation shall give notice of the adjourned meeting to each member entitled to vote at the meeting.
Section 5. Majority Required. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power present and voting shall decide any question brought before the meeting, unless an express provision of a statute or of the Articles of Incorporation requires a different vote.
Section 6. Action Without Meeting. The Members may take any action they could take at a meeting without a meting, without prior notice and without a vote if all Members entitled to vote on the action sign a written consent setting forth the action taken. Such a consent may be signed in counterparts.
Section 7. Waiver of Notice. Attendance of a Member at a meeting shall constitute waiver of notice unless the Member objects at the commencement of the meeting that the meeting is not lawfully called or convened. Any Member may waive notice of a meeting of Members by executing a written waiver of notice.
Section 8. Membership Dues. Membership dues, payment schedule, and privileges will be determined annually by the Board of Directors. Membership dues may be waived, upon individual application and request, at the discretion of the Board of Directors.
ARTICLE V
Board of Directors
Section 1. Number. The Board of Directors shall consist of not less than three (3) nor more than fifteen (15) directors.
Section 2. Election of Directors and Term.
a) Initial Directors. The initial Directors shall be the Directors named in the Articles of Incorporation.
b) Directors. The term of Directors (except for the initial Directors) shall be one year. The Board of Directors shall hold its annual meeting immediately following the annual meeting of the Members at the place announced at the annual meting of the Members. At the annual meeting, the directors shall appoint officers and conduct any other business properly brought before the meetings. No notice is necessary to hold the annual meeting, provided a quorum is present. If a quorum is not present, the annual meeting shall be held at the next regular meeting or as a special meeting. Directors (except for the initial Directors) shall be elected by the vote of a majority of the members present at the annual meeting. Directors may succeed themselves in office for an unlimited number of terms. The Directors shall serve without compensation.
c) Qualifications of Directors. Directors shall have the following qualifications:
1. Be a voting Member of the Corporation
2. Have attended one full retreat sponsored by the Corporation at any time in the previous five years.
3. Have participated as a member of a TCMC committee within the last 12 months.
Section 3. Removal or Resignation of Directors. Any one or
more of the Directors may be removed with or without cause, at any time by the vote of three-fourths (3/4) of the Directors at the time in office at any regular or special meeting of the Board of Directors called for that purpose. The majority vote of the board, may, at its discretion name a replacement Director for any director which it has removed within thirty (30) days of such removal. In all other cases concerning the removal or resignation of a Director, a replacement Director shall by elected by a vote of a majority of the Directors at the time in office (excluding the Director who was removed or has resigned). A replacement Director shall complete the term of the Director who was removed or has resigned, and shall then be subject to the election procedures set forth in Article V, Section 2(b). Any member of the Board of Directors may resign by tendering a resignation in writing to the Secretary of the Corporation.
Section 4. Quorum. A majority of the entire Board shall be necessary to constitute a quorum for the transaction of business. Except as otherwise provided in these Bylaws or at law, the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board.
Section 5. Action by Consent. Any action required or permitted to be taken by the Board may be taken without meeting if all members of the Board consent in writing (including fax or electronic transmission) to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board shall be filed with the minutes of the proceedings of the Board.
Section 6. Place and Time of Meeting of the Board. Meetings of the Board may be held at any place within or without the State of Arizona. The time and place for holding regular meetings of the Board shall be fixed by the Board, however the Board shall meet at least once each quarter. The annual meeting of the Board shall be held on the second Sunday in November, or such other time as a majority of Directors then in office may, by vote given at an annual meeting or special meeting called for that purpose, determine.
Section 7. Notice of Meetings. Notice of all meetings shall be served personally upon or mailed to the usual address of each director not less than ten (10) days prior to the meeting. Notice of a meeting need not be given to any Director who submits a signed waiver of notice or who attends the meeting without protesting the lack of notice to him or her whether the protest be prior to the meeting or at its commencement.
Section 8. Reliance Upon Financial Statements. In discharging their duties, Directors and officers, when acting in good faith, may rely upon financial statements of the Corporation represented to them to be correct by the President or the officer of the Corporation having charge of its books of account, or stated in a written report by an independent public or certified public accountant or firm of such accountants, to fairly reflect the financial condition of the Corporation.
Section 9. Executive Committee. The Board of Directors may designate an Executive Committee which shall meet as necessary to conduct business of the Corporation between regular meetings of the Board and shall have the power to act on behalf of the Board subject to ratification by the full Board of Directors at its next meeting. The executive Committee shall be composed of the officers of the Board of Directors. The Executive Committee shall report to the full Board of all activities taken by the Executive Committee at the next scheduled meeting of the Board of Directors.
ARTICLE VI
Officers
Section 1. Officers and Their Election. The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as may from time to time be deemed advisable by the Board of Directors. Officers shall be elected by the vote of a majority of the members of the Board of Directors at that time in office at the annual meeting, or at such other time as the Board may set from time to time. Officers may be Directors. The same person may hold two or more offices, except that the same person shall not simultaneously hold the offices of President and Secretary.
Section 2. Term of Office and Vacancies. Except as provided below with regard to the initial terms of the Vice-President and Treasurer, the officers of the Corporation shall hold office for a term of one year and until their successors are chosen and have qualified. Officers may succeed themselves in office for an unlimited number of terms. Any officer of the Corporation may be removed at any time, with or without cause, by the vote of three-fourths of the members of the Board of Directors at that time in office. Any vacancy occurring in any office of the Corporation shall be filled by the vote of a majority of the members of the Board of Directors at that time in office. The initial terms of the Vice-President and Treasures shall be one year; thereafter their terms shall be two years.
Section 3. President. The President shall be the chief operating officer of the Corporation and, subject to the control of the Board of Directors, perform all duties customary to that office. The President shall supervise and control all of the affairs of the Corporation in accordance with any approved policies and directives of the Board of Directors.
Section 4. Vice President. In the absence of disability of the President, the Vice President shall perform the duties and exercise the power of the President.
Section 5. Secretary. The Secretary shall be responsible for keeping an accurate record of the proceedings of all meetings of the Board of Directors, and attending to such other actions of the Corporation as the Board of Directors shall direct. The Secretary shall give or cause to be given all notice in accordance with these Bylaws or as required bylaw and in general, shall perform all duties customary to the office of Secretary. The Secretary shall have custody of the corporate seal of the Corporation and shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by the Secretary’s signature. The Board of Directors may give authority to any officer to affix the seal of the Corporation and to attest the affixing by his or her signature.
Section 6. Treasurer. 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 in the books of the Corporation. The Treasurer shall deposit or cause to be deposited all monies or other valuable effects in the name of the Corporation. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or its delegate, taking proper vouchers for such disbursements and shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall be responsible for the preparation of an annual report of the Corporation.
ARTICLE VII
Miscellaneous Provisions
Section 1. Seal. The seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “State of Arizona”.
Section 2. Checks. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as the Board of Directors shall from time to time determine by resolution. All checks in the amount of $500.00 or more shall require the signatures of two officers of the Corporation.
Section 3. Contracts. The officers (or any one or more of them) of the Corporation may be authorized by the Board of Directors to enter into and execute on behalf of the Corporation contracts, leases, and all other forms of agreements or documents, whether under seal or otherwise, permitted by law, and the Article of Incorporation and these Bylaws, except where such documents are required by law to be otherwise signed and executed, or where the signing and execution thereof shall be exclusively delegated to some other officer or agent of the Corporation.
Section 4. Fiscal Year. The fiscal year of the Corporation shall end on December 31.
Section 5. Articles of Incorporation, conflict with By-laws. In the event of any conflict between the provisions of these By-Laws and the Articles of incorporation, as may be emended or restated, the Articles of Incorporation shall prevail.
ARTICLE VIII
Indemnification of Directors and Officers
Section 1. Indemnification. Except as provided these Bylaws, the Corporation shall hold harmless and indemnify each of its directors and officers against any and all liability and expenses incurred by indemnitee in connection with any threatened or actual proceedings or legal action resulting from indemnitee’s service to the Corporation, or to another entity at the Corporation’s request.
Section 2. Exclusions. Except insofar as permitted by law, the Corporation shall not indemnify indemnitee for acts listed in R.R.S. 10-2305.
Section 3. Procedure. The indemnitee shall notify the Corporation promptly of the threat or commencement of
any proceeding or legal action with respect to which indemnitee intends to seek indemnification. The Corporation shall be entitled to assume indemnitee’s defense with counsel reasonably satisfactory to indemnitee, unless indemnitee provides the Corporation with an opinion of counsel reasonably concluding that there may be a conflict of interest between indemnitee and the Corporation in defense of the proceeding or legal action. If the Corporation assumes the defense, the Corporation shall not be liable to indemnitee for legal or other expenses subsequently incurred by indemnitee.
Section 4. Expense Advances. The Corporation may advance expenses, including attorney’s fees, incurred or to be incurred by indemnitee in defending a proceeding or legal action upon receipt of notice of the expenses. Before advancing any expenses the Corporation may require that an indemnitee promise to repay the advances if a final judicial decision (after expiration or exhaustion of any appeal rights) determines that indemnitee is not entitled to be indemnified for such expenses.
Section 5. Settlement of Claims. The Corporation shall not be obligated to indemnify indemnitee for any amounts incurred in settlement if settlement is made without the Corporation’s prior written consent. The Corporation shall not enter into any settlement that would impose any penalty or limitation on indemnitee without indemnitee’s prior written consent. Neither the Corporation nor indemnitee will unreasonably withhold consent to any proposed settlement.
Section 6. Repeal. In order that indemnitee may rely on the indemnification set forth in this Section, no repeal or amendment of this Section shall reduce the right of indemnitee to payment of expenses or indemnification for acts of indemnitee taken before the date of repeal or amendment.
ARTICLE IX
Amendments
The Articles of Incorporation of the Corporation may be amended and the Bylaws of the Corporation may be amended or repealed at any regular meeting of the Board, or at any special meeting called for that purpose at which a quorum is present. Notice of any such proposed amendment or repeal must be given by mail to each member of the Board at least ten (10) days prior to said meeting. Any proposed amendment or repeal must be adopted by the vote of three-fourths (3/4ths) of the members of the Board of Directors at that time in office.
DATED this _________day of ____________________.
__________________________
Terry Magee
President
Attest:
___________________________
Rob Nyberg
Secretary
The following amendments were made to the Bylaws at a Board meeting on June 28, 2005.
ARTICLE 1V
Members
Section 1. Qualifications of Members
a) Voting Membership: Members entitled to vote shall have the following qualifications: must attend the annual meeting and have participated in at least one TCMC sponsored activity, where they signed in, during the past year. A voting member is entitled to all privileges of membership in the Corporation and one vote.
Section 2, Notice of Meetings. The Corporation shall give notice of annual and special meetings, stating the place, date, hour and, in the case of special meetings, the purpose of the meeting, to each Member entitled to vote, by email and by posting a notice at the TCMC center not less than ten, nor more than fifty, days before the meeting.
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