ARTICLE I — NAME AND PURPOSE

Section 1 — Name: The name of the organization shall be Appamada. It shall be a nonprofit organization incorporated under the laws of the State of Texas and recognized as tax-exempt under section 501(c)3 of the United States Internal Revenue Code.

Section 2 — PURPOSE:   to create, develop, and support a contemporary Buddhist community (sangha) that provides mindful, active care through meditation practice, study, and inquiry, and to offer regular public opportunities for meditation, reflection, inquiry, classes, intensives and instruction, and to serve as an exemplar, an embodiment, and a public voice on behalf of wisdom, compassion, clarity, connection, and care in the world.

ARTICLE II — MEMBERSHIP

There shall be no members of Appamada.

ARTICLE III — BOARD OF DIRECTORS

Section 1 — Board role, size, and compensation: The board is responsible for overall policy and direction of the organization, and delegates responsibility of programming and day-to-day operations to the Teachers and Councils. The board shall have up to 10, but not fewer than 5 voting members. The board receives no compensation other than reasonable expenses.

The board shall include a minimum of four (4) council members, including one teacher from the Teachers Council. All other board members may be selected from among the sangha or the community at large.

Councils consist of sangha members appointed by the Senior and Entrusted Teachers who meet certain criteria, and commit to meet regularly for the support and care of the community.

Section 2 — Terms: All board members shall serve two-year terms, but are eligible for re-election, for not more than three consecutive terms,  at the discretion of the Teachers and Councils. Director terms should be staggered so that not all terms end at the same time. 

Section 3 — Meetings and notice: The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance, via email, fax, US postal service, and/or posting on the corporate website.

Section 4 — Board elections: During the last quarter of each fiscal year of the corporation, the board of directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.

Section 5 — Election procedures: New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year, the Board shall notify the Teacher(s) and Councils of upcoming or existing Board vacancies and any criteria or special needs they may seek in candidates. Board vacancies are communicated to the Sangha, whose members may suggest potential candidates or volunteer themselves as potential candidates in consultation with the Entrusted Teachers. Entrusted Teachers and Councils together seek and review potential candidates and recommend nominees to the Board. The Board shall review the nominees and vote on them.

Section 6 — Quorum: A quorum shall consist of at least fifty percent of board members for business transactions to take place and motions to pass.

Section 7 — Officers and Duties: There shall be four officers of the board, consisting of a president, vice-president, secretary and treasurer. Their duties are as follows:

The president shall convene regularly scheduled board meetings, and shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-president, secretary, treasurer.

The vice-president shall chair committees on special subjects as designated by the board, with leadership from the Councils as appropriate.

The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.

The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee if one is appointed, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.

Section 8 — Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for a new member from the Entrusted Teacher(s) and Councils three weeks in advance of a board meeting. The nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. The newly elected director shall take office immediately upon election, and serve only to the end of the board member’s term who she/he is replacing. 

Section 9 — Resignation, termination, and absences: Resignation from the board must be in writing and received by the secretary. A board member can be removed by a three-fourths vote of the remaining directors.


Section 10 — Special meetings: Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.

ARTICLE IV — COMMITTEE

Section 1 — Committee formation: The board may create committees as needed. The board President appoints all committee chairs.

Section 2 — Executive Committee: The four officers serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.

Section 3 — Finance Committee: The treasurer is the chair of the Finance Committee if one is appointed, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to board members and the public.

ARTICLE V  — TEACHERS

The Senior and Entrusted Teacher(s) are designated by the board, and may be removed with or without cause by a vote of 2/3 of the entire Board but only if all Directors are notified in writing of the proposed removal at least 30 days in advance and only if 2/3 of the entire board has approved the removal after like notice.  The Teacher who is the subject of removal shall be heard but shall not vote at the meetings of the Board.

The Teachers Council maintains day-to-day responsibilities for the organization, including carrying out the organization’s purpose and policies. One teacher from the Teachers Council will serve on the Board and  attend all board meetings, report on the progress of the organization, answer questions of the board members and carry out the duties described in the job description. The board can designate other duties as necessary.

ARTICLE VII — INDEMNIFICATION

1. Insurance

1. The Corporation will provide indemnification insurance, obtained at the discretion of the Board, for its Board members, and the Board shall select the amount and limits of such insurance policy.

2. Indemnification

1. To the extent permitted by law, any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he is or was a Director or Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein.

3. Limits on Indemnification

1. Notwithstanding the above, the corporation will indemnify a person only if he acted in good faith and reasonably believed that his conduct was in the corporation’s best interests. In the case of a criminal proceeding, the person may be indemnified only if he had no reasonable cause to believe his conduct was unlawful.
   

ARTICLE VIII — OPERATIONS

1.     Execution of Documents — Unless specifically authorized by the Board of Directors or as otherwise required by law, all final contracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed in the name of and on behalf of the Corporation shall be signed and executed by the Chair of the Board of Directors and one other person designated by the Board of Directors, pursuant to the general authorization of the Board. All conveyances of land by deed shall be signed by the Chair of the Board of Directors or two other members of the Executive Committee and must be approved by a resolution of the Board of Directors.

2.     Disbursement of Funds — Financial Transactions, which have a value of three thousand dollars ($3000), or more shall require majority approval of the Board of Directors or by a majority vote of the qualified voting members at a regular monthly business meeting if a majority of the Board of Directors is not immediately available to vote on the transaction. In all other transactions, the treasurer may dispense with the funds of the Corporation in accordance with the monthly budget approved by the Board of Directors and the purposes of the Corporation as set out in the Certificate of Formation and these bylaws. Notwithstanding the above, all checks of more than three thousand dollars ($3000) disbursing funds from any of the Corporation’s accounts shall require the signatures of at least two designated bank signatories.

3.     Records — The Corporation will keep correct and complete records of accounts and will also keep minutes of the proceedings of the regular meetings and Board meetings. The Corporation will keep with the Secretary the original or a copy of its bylaws, including amendments to date certified by the Secretary of the Corporation.

4.     Inspection of Books and Records — All books and records of this Corporation may be inspected by any Director for any purpose at any reasonable time on written demand.

5.     Loans to Management — The Corporation will make no loans to any of its Directors or Officers.

ARTICLE IX — AMENDMENTS

Section 1 — Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.

 
ARTICLE X  — ETHICS POLICY AND CONFLICTS OF INTEREST

The board shall adopt and periodically review a conflict of interest policy for use when considering a transaction or arrangement which may benefit any director, officer, employee, committee, Council, or affiliate.

The board shall adopt and review an ethics and grievance policy periodically, considering whether ethical standards are being met and whether the policy needs updating or revision. Board members shall themselves be bound by the ethics and grievance policy.

ARTICLE XI  —  DISSOLUTION

Upon the dissolution of the 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 a public purpose. Any such assets not disposed of by the District Court of the county in which the principal office of the 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.

Upon dissolution, any remaining funds or property would go to a Buddhist organization, preferably a Soto Zen organization.

CERTIFICATION

These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote December 19th, 2023.