Red Cedar Zen Community, 1021 N Forest, Bellingham Washington

Red Cedar Zen Community Bylaws

AMENDED BYLAWS OF RED CEDAR ZEN COMMUNITY

A Nonprofit Corporation  DATED this 9th day of December, 2016

TABLE OF CONTENTS

1. IDENTIFICATION OF THE CORPORATION AND ITS PURPOSES.............................. 1

1.1. The Corporation…………………………………………………………………………1

1.2. Purpose of the Corporation…………………………………………………………….1

2. OFFICES - REGISTERED AGENT................................................................................... 1

2.1 Registered Office and Registered Agent……………………………………………..1

2.2 Other Offices……………………...……………………………………………………..1

3. MEMBERS.......................................................................................................................... 1

3.1. Sangha Meetings..................................................................................................... 1

3.1.1. Place of Meetings………………………..…………………………………….1

3.1.2. Annual Meetings……......…………………………………..………………….1

3.1.3. Notices of Annual Meetings……………….…………..………………………1

3.1.4. Regular Meetings………………………………...………..…………………..2

3.1.5. Special Meetings…...……………………………...…………………………...2

3.1.6. Notices of Special Meetings………….……………………………………….2

3.1.7. Waiver of Notice……………………………………………………………….2

3.2. Procedures for Appointment of Directors............................................................... 2

4. BOARD OF DIRECTORS.................................................................................................. 2

4.1 Number, Term of Office and Powers………………………………………..2

4.1.1. Number of Directors…………………………………………………………..2

4.1.2. Qualifications…………………………………………………………………..2

4.1.3. Term……………………….……………………………………………………2

4.1.4. Powers…………………….……………………………………………………2

4.1.5. Removal of Directors…….…………………………………………………….3

4.2. Meetings.................................................................................................................. 3

4.2.1. Annual Meeting…………………………………………………………………3

4.2.2. Regular Meetings………………………………………………………………3

4.2.3. Special Meetings………………………………………………………………3

4.2.4. Notice and Waiver of Notice…………………………………………………..3

4.2.5. Quorum and Voting……………………………………………………………3

4.2.6. Conduct of Meeting……………………………………………………………3

4.2.7. Action by Directors Without a Meeting……………………………………….4

4.2.8. Open Meetings…………………………………………………………………4

4.3. Vacancies................................................................................................................ 4

4.4 Committees………………………………………………………………………………4

4.5. Advisory Committees.............................................................................................. 5

5. OFFICERS.......................................................................................................................... 5

5.1. Principal Officers..................................................................................................... 5

5.2. Appointment of Officers.......................................................................................... 5

5.3. Removal of Officers; Vacancies............................................................................. 5

5.4. President.................................................................................................................. 5

5.5. Vice President.......................................................................................................... 5

5.6. Secretary................................................................................................................. 6

5.7. Treasurer................................................................................................................. 6

5.8. At-Large Member...................................................................................................... 6

5.9 Spiritual Director ........................................................................................................6

5.10. Compensation of Officers - Loans.......................................................................... 6

5.11. Liability of Officers and Indemnification.................................................................. 6

5.12. Vacancies................................................................................................................ 7

5.13. Term - Removal...................................................................................................... 7

6. DEPOSITORIES................................................................................................................. 7

7. NOTICES............................................................................................................................ 7

8. SEAL.................................................................................................................................... 7

9. BOOKS AND RECORDS................................................................................................... 7

9.1. Maintenance of Records......................................................................................... 7

9.2. Inspection................................................................................................................. 8

10. AMENDMENT OF BYLAWS.............................................................................................. 8

11. MISCELLANEOUS............................................................................................................. 8

11.1. Compliance with Law.............................................................................................. 8

11.2. Severability.............................................................................................................. 8

11.3. Captions................................................................................................................... 8

11.4. Gender, Number...................................................................................................... 8

BYLAWS OF RED CEDAR ZEN COMMUNITY

1. IDENTIFICATION OF THE CORPORATION AND ITS PURPOSES

1.1. The Corporation.

The name of the Corporation for which these Bylaws have been adopted is the Red Cedar Zen Community.

1.2. Purpose of the Corporation.

The purpose for which the Corporation was formed is to promote the practice of Soto Zen meditation and to provide a range of experiences, ceremonies, and educational events inspired and informed by the teachings of Soto Zen Buddhism.

2. OFFICES - REGISTERED AGENT.

2.1. Registered Office and Registered Agent.

The registered office of the Corporation shall be located in the State of Washington at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law. The Corporation shall continuously maintain a registered agent, as required by the Corporation Law, who shall have a business office identical with such registered office.

2.2. Other Offices.

The Corporation may have other offices within or outside the State of Washington at such place or places as the Board of Directors may from time to time determine.

3. MEMBERS.

The Corporation shall have no members. Members of the Red Cedar Zen Community Sangha shall have the rights and privileges as set forth below.

3.1. Sangha Meetings

3.1.1. Place of Meetings. Meetings of the Corporation and Sangha shall be held at such place within Whatcom County, Washington or within sixty miles thereof as may be designated by the Board of Directors and stated in the notice of the meeting.

3.1.2. Annual Meetings. There shall be an annual meeting of the Corporation and Sangha in the month of January of each year. The annual meeting of the Corporation and Sangha shall be held for the conduct of such business as may be properly brought before a meeting of the sangha.

3.1.3. Notices of Annual Meetings. Not less than ten (10) nor more than fifty (50) days in advance of an annual meeting, the Secretary shall cause notice to be sent electronically to of each Member of the Sangha providing an email address. Notice shall also be posted on the Red Cedar Zen Community website. The notice of any meeting should state the place, day and hour of the meeting and the items on the agenda..

3.1.4. Regular Meetings. A regular meeting of the Members of the Sangha shall be held at the Red Cedar Dharma Hall, 1021 N. Forest Street, Bellingham Washington.

3.1.5. Special Meetings. Special meetings of the Members of the Sangha may be called at any time for the purpose of considering matters which require the approval of all or some of the Sangha Members, or for any other reasonable purpose. Such meetings shall be called by notice as set forth in ¶ 3.1.3 above of the President of the Corporation upon the decision of the President, or after request signed by a majority of the Board, or by written request by Sangha Members consisting of at least 10% of the total Sangha members.


3.1.6. Notices of Special Meetings. Notice of any special meeting shall be pursuant to ¶ 3.1.3 above. The notice of any special meeting shall state the place, day and hour of the meeting and the items on the agenda to be voted on by the Members, including the general nature of any proposed amendment to the Articles of Incorporation, Bylaws, or a proposal to remove a Director.

3.1.7. Waiver of Notice. Whenever any notice to a Sangha Member is required to be given by the Corporation, a Waiver thereof in writing signed by the Sangha Member, whether made before or given after the time stated therein, shall be equivalent to the giving of such notice.

3.2. Procedures for Appointment of Directors. Any vacancy on the Board of Directors shall be filled by the rest of the Board of Directors even though they shall not constitute a quorum. The following steps shall be taken before a new Director is confirmed by the Board of Directors: (1) a nominee for Director will attend at least one (1) Board meeting as an observer; (2) the Secretary shall notify the sangha by e-mail about the nomination requesting input from the membership; (3) the Board shall allow and least thirty (30) days for sangha response; (4) the Board shall review any feedback given by the sangha and make a final decision by resolution at regular meeting. The Board of Directors shall retain sole authority over the appointment of new Directors

4. BOARD OF DIRECTORS.

4.1. Number, Term of Office and Powers.

4.1.1. Number of Directors. Unless changed by an amendment to these Bylaws, or pursuant to the provisions of Section 4.5 hereof, the Board of Directors shall consist of 5 regular members plus the Spiritual Director as an ex officio member..

4.1.2. Qualifications. The Directors must have been Members of the Red Cedar Zen Community Sangha for at least 1 year.

4.1.3. Term. A Director is encouraged to commit to two years of service on the Board. The Board may by resolution prescribe longer or shorter terms for one or more Directors' positions, and for staggered terms, to provide for continuity of management or to allow for a Board members life circumstances. Such members of the Board of Directors shall take office upon appointment, and promptly following their appointment shall also assume her or his position as an officer of the corporation as described in Article 6 hereof. A Director may serve additional continguous term(s) by resolution of the Board at a regular meeting.

4.1.4. Powers. The Board of Directors shall have the power and responsibility to manage all the affairs, property, and interests of the Corporation. In addition to the powers and authorities expressly conferred upon it by these Bylaws and Articles of Incorporation, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by the Articles of Incorporation, the Corporation Law or by these Bylaws directed or required to be exercised or done by the Members of the Corporation

4.1.5. Removal: Any board member may be removed with or without cause by a unanimous vote of the other members of the board,

4.2. Meetings.

4.2.1. Annual Meeting. An annual organizational meeting of the Board of Directors shall be held within 30 days after each Annual Meeting of the Corporation. No notice shall be necessary to the newly elected Directors in order legally to constitute such meeting, providing a majority of the entire Board is present at the meeting.

4.2.2. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as shall be determined from time to time by the Board of Directors, but at least one meeting shall be held in each quarter of each fiscal year. Any lawful business may be transacted at a regular meeting at which a quorum is present.

4.2.3. Special Meetings. Special meetings of the Board of Directors may be called by the President and shall be called by the President or Secretary on the written request of at least two Directors. Unless all sitting Directors are present at a special meeting, no business other than that stated as the purpose for such special meeting may be conducted at a special meeting

4.2.4. Notice and Waiver of Notice. Notice of regular or special meetings of the Board of Directors shall be given to each Director, by mail, by receipted e-mail or facsimile transmission, or by hand-delivery at least 72 hours prior to the time of the meeting, and shall state the date and place and hour of the meeting. Notice of regular meetings may also be given by providing each Board member with a written schedule of regular meetings adopted for the ensuing year at any time after the annual meeting and at least seven days prior to the next succeeding regular meeting. Notice of a special meeting should state the purpose of the meeting. Notice of a meeting of the Board of Directors may be waived in writing by a Director either before or after the meeting. Attendance at a meeting constitutes waiver of notice of that meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened. If all of the Directors are present at any meeting of the Board of Directors, no notice shall be required and any business may be transacted at such meeting.

4.2.5. Quorum and Voting. A quorum is deemed present throughout any meeting of the Board of Directors if persons entitled to cast at least fifty percent of the votes on the Board of Directors are present at the beginning of the meeting. Each Director shall have one vote. The votes of a majority of the Directors present at a meeting at which a quorum is present shall constitute the decision or act of the Board of Directors. If less than a quorum is present at a meeting, the majority of those present may recess the meeting to a designated time and place. A recessed meeting may be held as designated without further notice, and when a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

4.2.6. Conduct of Meeting. The President shall preside at meetings of the Board of Directors and the Secretary shall keep the minutes of the proceedings. Following proof of notice, or waiver thereof, and determination of the presence of a quorum, business may be transacted.

4.2.7. Action by Directors Without a Meeting. Any action required or permitted to be taken may be taken without a meeting if all of the members of the Board of Directors consent in writing or electronically to such action. Such written or electronic consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.

4.2.8. Open Meetings. Except as hereinafter provided, all meetings of the Board of Directors shall be open for observation by all Members of the Sangha. Upon the affirmative vote in open meeting to assemble in closed session, the Board may convene in closed executive session to consider personnel matters, to consult with legal counsel or consider communications with legal counsel, or to discuss likely or pending litigation, or matters involving the possible liability of a Member to the Corporation. The motion shall state specifically the purpose for the closed session. Reference to the motion and the stated purpose for the closed session shall be included in the minutes. The Board shall restrict its consideration of matters during the closed portions of the meeting to only those purposes specifically exempted and stated in the motion. No motion, or other action adopted, passed, or agreed to in closed session may become effective unless the Board, following the closed session, reconvenes in open meeting, reasonably identifies the motion or other action considered in executive session, and votes again in the open meeting on such motion or other action. The requirements of this Section shall not require the disclosure of information in violation of law or which is otherwise exempt from disclosure.

4.3. Vacancies. Except as provided in Section 5.1, a vacancy on the Board of Directors caused by any reason shall be resolved by appointment of the remaining Directors, even though they may constitute less than a quorum, in consultation with the Sangha as detailed in section 3.2. Each person so elected shall serve until their term ends or until life circumstances require a resignation.

4.4: Committees

Committees each of which may consist of Directors and Members of the Sangha who are not members of the Board, which committees, to the extent provided in such resolution, in the Articles of Incorporation, or in the Bylaws of the Corporation, shall have and exercise the authority of the Board of Directors in the management of the Corporation: Provided, that no such committee shall have the authority of the Board of Directors in reference to:

(a) Amending, altering or repealing the Bylaws;

(b) Electing, appointing, or removing any member of any such committee or any Director or Officer of the Corporation;

(c) Amending the Articles of Incorporation;

(d) Authorizing the sale, lease, exchange or mortgage, of all or substantially all of the property and assets of the Corporation

(e) Authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; or

(f) Amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee.

The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or him or her by law. Any decision of any committee may be appealed to the Board of Directors by any Member of the Sangha affected by a decision of such committee.

4.5. Advisory Committees.

The Board of Directors may by resolution establish and appoint the Sangha members of one or more committees intended to obtain information for and provide advice to the Board, but not to exercise any of the powers of the Board, with respect to such matters as from time to time may be deemed useful by the Board. The members of any such committee may be Board members, or Members, or other persons whose participation is deemed useful by the Board, in its discretion.

5. OFFICERS.

5.1. Principal Officers

The principal Officers of the Corporation are a President, a Vice President, a Secretary, a Treasurer. a Director-at-Large, and as ex officio, a Spiritual Director. All the principal Officers of the Corporation must be members of the Board of Directors. Two or more offices may be held by the same person, except the offices of President and Secretary. The Board of Directors may, in its discretion, also elect or appoint such other Officers and assistant Officers as may be deemed necessary. Officers are charged, in general, with responsibility for implementing policy decisions formulated or adopted by the Board of Directors.

5.2. Appointment of Officers.

The Officers of the Corporation shall be appointed annually by the Board of Directors at its annual organizational meeting.

5.3. Removal of Officers; Vacancies

An Officer may be removed by the Board of Directors with or without cause by the affirmative vote of a majority of the entire Board of Directors. A successor may be elected at any regular meeting of the Board of Directors or at any special meeting called for that purpose.

5.4. President.

The President is the chief executive Officer of the Corporation; she or he shall preside at meetings of the Corporation and the Board of Directors; she or he shall have general and active management of the business of the Corporation, subject to the control of the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

5.5. Vice President.

The Vice President shall perform the duties and exercise the powers of the President in the absence or disability of the President and shall perform such other duties as the Board of Directors may prescribe.

5.6. Secretary.

The Secretary shall attend all meetings of the Board of Directors and the Corporation, and shall record the voting and the minutes of all proceedings in a book to be kept for that purpose. She or he shall give notice of meetings of the Corporation and the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President. The Secretary, with the assistance of the Treasurer, shall compile and keep current at the principal office of the Corporation all records required by Section 9.1 hereof. The Secretary shall keep current and retain custody of the minute books of the proceedings of the Corporation and the Board of Directors, and may maintain a separate Book of Resolutions containing copies of resolutions of the Board intended to have ongoing or permanent effect. An Assistant Secretary may perform the duties and exercise the powers of the Secretary in the absence or disability of the Secretary and shall perform such other duties as the Board of Directors may prescribe.

5.7. Treasurer.

The Treasurer shall have custody of all funds and securities, and shall, with the assistance of the corporation’s bookkeeper, keep full and accurate records of receipts and disbursements and shall deposit all funds in such banks or other depositories as may be designated by the Board of Directors. (S)he shall disburse funds as ordered by the Board of Directors, taking proper vouchers for such disbursements. (S)he shall be responsible for preparation of the Corporation's annual financial statement required by Section 4.7 hereof. At regular meetings of the Board of Directors, or whenever they may require, render an account of all of his or her transactions as Treasurer and of the financial condition of the Corporation. The books and supporting vouchers and records shall be available for examination by the Sangha membership and major donors and their accountants or attorneys, during regular business hours in the manner set by the Board of Directors. All books and records shall be kept in accordance with generally accepted accounting principles.

5.8 At-Large Member.

The At-Large board member shall be responsible for keeping in touch with the sangha members in order to bring forward their concerns and suggestions to the board. He/she shall take part in board meetings and assume project assignments as appropriate and as needed.

5.9. Spiritual Director.

The Spiritual Director shall be responsible for the leadership and guidance of the Purpose of the Corporation as set forth in ¶ 1.2 above. The Spiritual Director may be compensated for his or her services in that capacity in such amount and manner as the Board of Directors shall determine.

5.10. Compensation of Officers - Loans.

No Officer, other than the Spiritual Director, shall receive any compensation from the Corporation for acting as such. An Officer shall be reimbursed for reasonable out-of-pocket expenses incurred by him or her in the performance of his or her duties. No loan shall be made by the Corporation to any Officer.

5.11. Liability of Officers and Indemnification.

The Corporation shall indemnify and hold harmless each of the Directors and Officers from and against all contractual liability to others arising out of contracts made by the Board of Directors or Officers on behalf of the Corporation unless such contract was made in bad faith. The Directors and Officers shall not be personally liable for contracts made by them on behalf of the Corporation. The organization shall indemnify any person who was or is a party or is to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that (s)he is or was a Director or Officer of the Corporation against amounts paid in settlement or in satisfaction of any judgment incurred by him or her in connection with such action, suit or proceeding if (s)he acted in good faith and in a manner (s)he reasonably believed to be in, or not opposed to, the best interest of the Corporation, to the fullest extent authorized by RCW 24. 03, RCW 23B.08.320, and 23B.08.500 through 23B.08.600, and any amendments thereto, irrespective of the fact that the Corporation is not incorporated under RCW 23B. See RCW 23B.17.030.

5.12. Vacancies.

Vacancies in any Office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.

5.13. Term - Removal.

The Officers of the Corporation shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative unanimous vote of other officers and members of the board.

6. DEPOSITORIES.

The monies of the Corporation shall be deposited in the name of the Corporation in such bank or banks or trust company or trust companies as the Board of Directors shall designate, and shall be drawn from such accounts only by check or other order for payment of money signed by such persons, and in such manner, as may be determined by resolution of the Board of Directors.

7. NOTICES.

Except as may otherwise be required by law, any notice to any Sangha Member or Director may be delivered personally or by mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his or her last known address in the records of the Corporation, postage prepaid.

8. SEAL.

The corporate seal of the Corporation, if any, shall be in such form and bear such inscription as may be adopted by resolution of the Board of Directors, or by usage of the officers on behalf of the Corporation.

9. BOOKS AND RECORDS.

9.1. Maintenance of Records.

The Corporation shall keep at its registered office, or at its principal office in the State of Washington, or at its Secretary's office in the State of Washington, the following: (1) Current and superseded Articles of Incorporation and Bylaws; (2) A record of Sangha Members; (3) Correct and adequate records of accounts and finances; (4) A record of all Officers' and Directors' names and addresses; (5) Minutes of the proceedings of the Members, the Board of Directors, and any minutes which may be maintained by Committees of the Board, along with a separate Book of Resolutions, if possible, as provided in Section 5.6 hereof. Records may be written, or electronic if capable of being converted to writing.

9.2. Inspection.

The records of the Corporation shall be open at any reasonable time to inspection by any Sangha Member of more than three months standing or a representative of more than five percent of the membership. Cost of inspecting or copying shall be borne by such Sangha Member except for costs for copies of Articles or Bylaws. Any such Member must have a purpose for inspection reasonably related to membership interests. Use or sale of members' lists by such Member if obtained by inspection is prohibited.

10. AMENDMENT OF BYLAWS

The Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of this Corporation.

11. MISCELLANEOUS.

11.1. Compliance with Law.

These Bylaws are set forth in compliance with the provisions of RCW 24.03 (the Corporation Law).

11.2. Severability

If any provision of these Bylaws or the application thereof in any circumstances is held invalid, the validity of the remainder of these Bylaws shall not be affected thereby, and to this end the provisions of these Bylaws are declared to be severable

11.3. Captions.

The captions (section headings) of these Bylaws are for convenience only and are not a part of these Bylaws and are not intended in any way to limit or enlarge the terms and provisions of these Bylaws.

11.4. Gender, Number.

Whenever in these Bylaws the context so permits, the use of the singular shall include the plural and the converse; and the use of any gender shall be deemed to include all genders.

IN WITNESS WHEREOF, the Corporation has caused this instrument to be adopted as its Bylaws by resolution of its Board of Directors dated this 6th day of May, 2010

ATTEST:

Timothy R Burnett, Spiritual Director


RCZC_by-laws_053009.doc (80k)Tim Burnett, Jun 4, 2009, 4:32 PM


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