BYLAWS OFTHE WASHINGTON MINDFULNESS COMMUNITY, INC.
A MARYLAND RELIGIOUS CORPORATION
Revised January 9, 2000
ARTICLE I: CONGREGANTS
A. QUALIFICATIONS
The Washington Mindfulness Community, Inc. ("WMC") shall have a congregation made up of persons who support the mission and purpose of the WMC and who have attended a Washington Mindfulness Community weekly meditation session or other event. Any person who meets these qualifications may be considered a congregant.
B. COMMUNITY GATHERINGS
Four times per year, the WMC shall hold meetings of the congregation. During these community gatherings, Committee Coordinators shall report to the congregation about ongoing committee work and gather feedback on questions their committees are considering. Notice of these community gatherings shall be given at a minimum of two weekly meditation sessions of the Washington Mindfulness Community, and by any other means considered effective and appropriate, such as in the WMC's newsletter.
C. RIGHTS AND PRIVILEGES
Congregants shall have the right to serve on any Standing Committee, other than the Board of Trustees or the Practice Council, as long as they meet the Committee’s attendance requirements. The WMC’s Standing Committees shall care for many important aspects of the Sangha. The initial Standing Committees will be the Communications Committee, the Operations Committee and the Community Care Committee. The Committees shall be empowered to make and implement routine decisions and develop proposals related to their area of concern.
ARTICLE II: MEMBERS
QUALIFICATIONS
The WMC shall have members for the purpose of electing its Board of Trustees and Practice Council and amending its Articles of Incorporation. Member status shall be open to those persons who support the mission and purpose of the WMC; have been participating in Washington Mindfulness Community activities for a minimum of six months; have provided the WMC with current name and contact information; and have expressed in writing the desire to participate in elections or in amending the Articles of Incorporation.
ELECTIONS
There shall be an annual election, within the first three months of each year (the "annual election"), of members of the Board of Trustees, as provided for in the Articles of Incorporation, and of members of the WMC’s Practice Council. Notice of each election and/or meeting shall be given at least ten days prior to the election. Such notice may be written or oral, may be given personally, by first class mail, by facsimile, by electronic mail, or by telephone, and shall state the place, date and time of the meeting.
RIGHTS AND PRIVILEGES
Members of the WMC shall be allowed to vote and otherwise participate in the election of Trustees and of Practice Council members and to amend the Articles of Incorporation. WMC Members shall also have the right to call special meetings of the members whenever at least twenty-five percent of the WMC members agree that such a meeting is desirable.
TERM AND TERMINATION
Membership shall be limited to a term of one year. Members may renew their membership by requesting such renewal on the appropriate form in writing. Member status may be voluntarily resigned by the member's submission of a request in writing, mailed to the WMC at its principal office.
ARTICLE III: PRACTICE COUNCIL
FUNCTIONS AND DEFINITION
The Practice Council shall have responsibility for overseeing the spiritual life of the community and supporting the mindfulness practice of congregants. The Practice Council will look for guidance from the teachings of Thich Nhat Hanh and from Dharma teachers from his tradition. It is expected that in making substantive changes to established practices, the Practice Council will consult with and receive input from the larger community. If there is any matter within the responsibility of both the Practice Council and the Board of Trustees, the matter shall be decided upon jointly by both committees.
NUMBER, QUALIFICATION, TERM, AND ELECTION
The WMC Practice Council shall be composed of not fewer than three and not more than nine Practice Council Members. The Practice Council shall initially be composed of four members. During any year the Practice Council may change the number of Members for the following year. Each member of the Practice Council shall be a member of the WMC and shall have formally taken the Five Mindfulness Trainings in the tradition of Thich Nhat Hanh. Practice Council Members shall serve a term of two years. These terms shall be staggered so that approximately one-half of the Practice Council is elected each year. The WMC membership shall elect the Practice Council as described in Article II(B), above.
C. MEETINGS
1. TIME. The Practice Council may schedule regular meetings by majority vote of a quorum present at any regular or special meeting. Special meetings of the Practice Council may be called by any two Members of the Practice Council.
2. PLACE. All meetings of the Practice Council shall be held at such place as the Practice Council determines.
3. NOTICE. No notice shall be required for annual or regular Practice Council meetings for which the time and place have been fixed. Notice of the time and place of special meetings may be communicated in person, by telephone, facsimile, email, or other form of wire or wireless communication, or by mail or private carrier. Such notice shall be given at least three days prior to the meeting. The notice of any meeting need not specify the business to be transacted or the purpose of the meeting.
4. ACTION IN WRITING. Any action permitted to be taken at any meeting of the Practice Council may be taken without a meeting if all Members of the Practice Council consent in writing and the written consent is filed with the minutes of proceedings of the committee.
5. QUORUM. A majority of the Members of the Practice Council shall constitute a quorum.
6. ACTION BY PRACTICE COUNCIL MEMBERS. The Practice Council shall make every reasonable effort to reach decisions by agreement of all Practice Council Members, but, in any event, decisions must be approved by an affirmative vote of at least a majority of the Practice Council Members present. A quorum must be present when a vote is taken, except as herein otherwise provided. No voting by proxy shall be permitted in Practice Council meetings.
7. CHAIRPERSON OF THE MEETING. The Chairperson of the Practice Council, if one is elected, present and acting, shall preside as Chairperson of all meetings. Otherwise, any other Member chosen by the Practice Council shall preside.
D. VACANCIES
If a vacancy occurs in the Practice Council, the remaining Practice Council Members may make an appointment to fill such vacancy for the unexpired term of office.
E. REMOVAL OF PRACTICE COUNCIL MEMBERS
The members of the WMC may remove any Practice Council Member, with or without cause, by an affirmative majority vote at a meeting of the members called for the purpose of removing the Practice Council Member.
F. COMPENSATION
No compensation shall be paid to Practice Council Member for service as such. Practice Council Members may be reimbursed for actual expenses incurred by them in the performance of their duties.
ARTICLE IV: TRUSTEES
A. FUNCTIONS AND DEFINITION
The Board of Trustees shall manage the business and affairs of the WMC. In making major decisions, the Board of Trustees will consult with and receive input from the larger community. The Board of Trustees shall ground all of its decisions on the wishes and needs of the whole membership of the congregation of the WMC. As the elected representatives of the community as a whole, the Trustees are entrusted by the community with holding the well being of the community in their heart and with embodying in their actions the needs of the community as a whole.
The Board of Trustees shall also have the power to determine the number of members necessary to constitute a quorum. If there is any matter within the responsibility of both the Practice Council and the Board of Trustees, the matter shall be decided upon jointly by both committees. Although the Board of Trustees shall always consult with the congregation, it will have final authority on all legal and financial concerns of the WMC.
B. NUMBER, QUALIFICATION, TERM, AND ELECTION
The WMC’s Board of Trustees shall be composed of not fewer than three and not more than nine Trustees. Its initial composition shall be of four members. During any year the Board of Trustees may change the number of Trustees for the following year. Each Trustee shall be a member and of the age of eighteen years or more. A Trustee need not be a citizen of the United States or a resident of Maryland. Trustees shall serve a term of two years. These terms shall be staggered so that approximately one-half of the Practice Council is elected each year. The WMC membership shall elect the Board of Trustees as described in Article II(B), above.
C. MEETINGS
1. TIME. The Board of Trustees may schedule regular Board meetings at an annual, regular or special meeting. Special meetings of the Board may be called only as provided for in Article IV(C)(4) below.
2. PLACE. All meetings of the Board of Trustees shall be held at such place within or without the State of Maryland as the Board determines.
3. ANNUAL BOARD MEETING. After each yearly election of members to the Board of Trustees, the Board shall hold a meeting within the first three months of each calendar year (the "annual Board meeting"). The principal purpose of the annual Board meeting shall be to select officers of the WMC. It may be held at such time and place as shall be specified in a notice given as provided for meetings of the Board (Article IV(C)(5) below), or at such time and place as determined by the consent in writing of all of the Trustees.
4. CALL. No call shall be required for annual or regular Board meetings for which the time and place have been fixed. Special meetings may be called by the Chairperson of the Board or by any two Trustees in office.
5. NOTICE. No notice shall be required for annual or regular Board meetings for which the time and place have been fixed. Notice of the time and place of special meetings may be communicated in person, by telephone, facsimile, email, or other form of wire or wireless communication, or by mail or private carrier. Such notice shall be given at least three days prior to the meeting. The notice of any meeting need not specify the business to be transacted or the purpose of the meeting.
6. WAIVER OF NOTICE. A Trustee may waive notice of a meeting of the Board of Trustees before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice. Except as provided herein, the waiver shall be in writing, signed by the Trustee entitled to the notice, and filed with the minutes of corporate records. A Trustee’s attendance at or participation in a meeting waives any required notice of the meeting unless the Trustee at the beginning of the meeting, or promptly on his or her arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote in favor of or assent to action taken at the meeting.
7. ACTION IN WRITING. Any action required or permitted to be taken at any meeting of the Board of Trustees or any committee may be taken without a meeting if all members of the Board or committee consent in writing and the written consent is filed with the minutes of proceedings of the Board or committee.
8. QUORUM. A majority of the Trustees in office shall constitute a quorum, provided that such majority constitutes at least one-third (1/3) of the total number of Trustees the WMC would have if there were no vacancies. Any or all Trustees may participate in a meeting by, or conduct the meeting through the use of, any means of communication by which all Trustees may simultaneously hear each other during the meeting. A Trustee participating in a meeting by this means is deemed to be present in person at the meeting. A majority of the Trustees present, whether or not a quorum is present, may adjourn a meeting to another time and place.
9. ACTION BY TRUSTEES. The Board shall make every reasonable effort to reach decisions by agreement of all Board members, but, in any event, decisions must be approved by an affirmative vote of at least a majority of the Board Members present. A quorum must be present when a vote is taken, except as herein otherwise provided. No voting by proxy shall be permitted in Board meetings.
10. CHAIRPERSON OF THE MEETING. The Chairperson of the Board, if elected, present and acting, shall preside as Chairperson of all meetings. Otherwise, the Alternate Chairperson, if present and acting, or any other Trustee chosen by the Board, shall preside.
D. VACANCIES
If a vacancy occurs on the Board, the remaining Board Members may make an appointment to fill such vacancy for the unexpired term of office.
E. REMOVAL OF TRUSTEES
The members of the WMC may remove any Trustee, with or without cause, by an affirmative majority vote at a meeting of the members called for the purpose of removing the Trustee.
F. COMPENSATION
No compensation shall be paid to Trustees for service in their capacity as Trustees. Trustees may be reimbursed for actual expenses incurred by them in the performance of their duties.
ARTICLE V: COMMITTEES
A. CREATION AND MEMBERSHIP
The WMC shall have a strong, effective committee structure comprised of members who understand mindfulness practice and conduct themselves in the spirit of practice. The WMC will initially have the following Standing Committees: a Communications Committee, an Operations Committee, and a Community Care Committee. The WMC encourages Sangha members to become involved with committee work so that an undue burden is not placed on a few individuals. New standing or special committees may be authorized by either the Board of Trustees or by the Practice Council, and existing standing and special committees may be discontinued by the Board of Trustees or by the Practice Council.
Membership in all committees, other than the Practice Council and the Board of Trustees, shall be determined by the Practice Council and shall be open to all WMC congregants. It is expected that congregants serving on the Standing Committees listed below, as well as other Standing Committees which may be created in the future, will commit to serve on such committee for one year and will comply with the committee’s attendance requirements.
STANDING COMMITTEES
1. COMMUNICATIONS COMMITTEE. The purpose of the Communications Committee is to coordinate the WMC web site, newsletter and other outreach efforts.
2. OPERATIONS COMMITTEE. The purpose of the Operations Committee is to support Sunday evening WMC meetings and other activities.
3. COMMUNITY CARE COMMITTEE. The purpose of the Community Care Committee is to provide support for individuals and groups of congregants who are experiencing difficulties.
C. OPERATION AND POWERS
Each Standing Committee shall elect from among its members a Committee Coordinator. Each committee shall adopt its own procedures, including the number of times it shall meet, the time and place of such meetings, how notice shall be given, and the minimum attendance required in order to qualify for membership on the committee. Any committee member who fails to meet the attendance requirements of their committee shall be deemed ineligible to continue to serve on such committee. The Committee Coordinator shall be responsible for the orderly conduct of committee affairs, and for reporting back to the congregation, the Board of Trustees, and the Practice Council on committee business. Standing Committee meetings shall be open to all congregants. However, decisions shall be made only by the committee members.
The actions of all WMC Standing Committees may, as appropriate, be subject to review by either the Practice Council or the Board of Trustees, depending on the subject matter of the proposed action. The Board of Trustees shall be notified of any proposed committee action that could affect the financial or legal status of the WMC. The Practice Council shall be notified of any proposed committee action that could substantially alter the spiritual life or the practices of the Sangha.
ARTICLE VI: OFFICERS
A. EXECUTIVE OFFICERS
Following the annual election of Trustees, the newly elected Trustees shall elect or appoint from amongst themselves a Chairperson of the Board of Trustees, an Alternate Chairperson, a Secretary, and a Treasurer. The same person may simultaneously hold more than one office in the WMC. The purpose of designating officers and Trustees shall be to conduct the business of the WMC in an orderly and legally sound manner.
B. TERM OF OFFICE; REMOVAL
Each officer shall hold office until the next annual Board meeting and until his or her successor has been elected and qualified. The Board of Trustees may remove any officer at any time, with or without cause, if the Board in its judgment finds that the best interests of the WMC will be served. The Board may fill a vacancy that occurs in any office. Election or appointment of an officer shall not of itself create any contract rights in the officer or the WMC.
C. AUTHORITY AND DUTIES
Each officer has the authority and shall perform the duties in the management of the WMC as provided for in these Bylaws or determined from time to time by resolution of the Board of Trustees to the extent consistent with the Bylaws.
D. THE CHAIRPERSON
The Chairperson of the Board of Trustees shall serve as the President of the WMC and, if present, shall preside at all meetings of the Board. Otherwise, the Alternate Chair, if present, shall preside, or if the Alternate Chair is not present, any other Trustee chosen by the Board shall preside.
E. THE ALTERNATE CHAIRPERSON
The Alternate Chairperson shall have the responsibility and the authority to serve as the Chairperson of the Board of Trustees whenever the Chairperson is not available.
F. THE SECRETARY
The Secretary shall have responsibility for preparing minutes of Board of Trustees meetings and for authenticating records of the WMC. The Secretary shall give or cause to be given all notices of the meetings of the Board of Trustees and other notices required by law or these Bylaws. The Secretary shall be responsible for maintaining the permanent records of the WMC (such records are described in Article VIII(B) below).
G. THE TREASURER
The Treasurer shall have the care and custody of the corporate funds and other valuable effects of the WMC, including securities, and shall keep full and accurate books and records of the WMC's accounts and transactions. The Treasurer shall deposit all moneys and other valuable effects in the name and to the credit of the WMC in the depositories that the Board of Trustees designates. The Treasurer shall disburse the funds of the WMC as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chairperson, Alternate Chairperson and Trustees, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the WMC. The Treasurer may keep the books and records of the WMC either in written form or in any other form that can be converted within a reasonable time into written form for visual inspection.
ARTICLE VII: FINANCIAL MATTERS
A. AGENTS AND REPRESENTATIVES
The Board of Trustees may authorize one or more officers as agents and representatives of the WMC and may vest in them such power to perform such acts or duties on behalf of the WMC as the Board shall direct, to the extent consistent with these Bylaws and applicable law. In the absence of such authorization, the Chairperson shall have authority to enter into contracts, grants and other agreements on behalf of the WMC.
B. CHECKS, DRAFTS, ETC.
All checks, drafts and other orders for payment of funds shall be signed by such officers of the WMC as the Board of Trustees shall designate. In the absence of such authorization, any two officers shall have authority to sign checks, drafts and other orders for payment of funds on behalf of the WMC.
C. INVESTMENTS
The WMC shall have the right to retain all or any part of any securities or property acquired in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Trustees, without being restricted to any class of investments that a Trustee is or may hereafter be permitted by law to make or any similar restriction.
ARTICLE VIII: CORPORATE SEAL AND CORPORATE BOOKS
THE CORPORATE SEAL
The corporate seal shall be in the form that the Board of Trustees prescribes.
B. THE CORPORATE BOOKS
The WMC shall keep as permanent records correct and complete minutes of all meetings of the WMC membership and Board of Trustees, a record of all actions taken by the Board without a meeting, and a record of all actions taken by a committee when exercising any of the powers of the WMC membership. The permanent records of the WMC may be kept within or without the State of Maryland.
THE CORPORATE BYLAWS
The original or a certified copy of these Bylaws, including any amendments to them, shall be kept at the WMC's principal office.
ARTICLE IX: FISCAL YEAR
The fiscal year of the WMC shall be the calendar year.
ARTICLE X: AMENDMENTS TO BYLAWS AND ARTICLES OF INCORPORATION
BYLAWS
The power to amend and/or repeal these Bylaws and to adopt new Bylaws shall be vested jointly in the Board of Trustees and the Practice Council. However, these Bylaws shall not be amended or repealed until the Board of Trustees and Practice Council have consulted with the WMC congregation regarding such amendment. Any resolution to amend, alter or repeal the Bylaws in whole or in part shall be passed by agreement (or, if that is not feasible, a majority) of the joint membership of the Board of Trustees and Practice Council. Notice of the proposed amendment(s) shall be given to these committees and the congregation at least ten days prior to consideration of the proposed amendment.
ARTICLES OF INCORPORATION
The power to amend the WMC’s Articles of Incorporation shall be vested in the membership of the WMC. Before the Articles of Incorporation can be amended the Board of Trustees must (1) adopt a resolution declaring the amendment to be advisable, and (2) call a meeting of the members of the WMC to vote on such an amendment. At least ten days notice of the time, place and purpose of such a meeting shall be given to each member of the WMC by (1) delivering it to him or her in person or (2) mailing it to him or her at the address appearing in the record book. The WMC members shall attempt to reach agreement on the resolution, but in any event the proposed amendment must be approved an affirmative vote of at least a majority of the members present at the meeting.
ARTICLE XI: INDEMNIFICATION
The WMC shall indemnify its Trustees, Officers, committee members and volunteers to the fullest extent permitted by the laws of Maryland.