Historical Bylaws, adopted September 1998
BYLAWS OF THE MEHER BABA LOVERS OF NORTHERN CALIFORNIA, INC.
(Formerly Meher Baba League, Inc.)
September 1998
ARTICLE 1. – OFFICES
Principal Office
Section 1.01. The principal office for the transaction of the business of the corporation, hereinafter sometimes referred to as “Center,” is fixed and located at Berkeley, Alameda County, California. The Board of Directors may at any time or from time to time change the location of the principal office from one location to another in this county.
Other Offices
Section 1.02. The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may from time to time designate.
ARTICLE 2. MEMBERS
Qualifications for Membership
Section 2.01. Any person who has a sincere personal interest in Avatar Meher Baba is invited to join Meher Baba League.
Voting Rights
Section 2.02. Those members who have met the requirements for voting membership (Section 2.03) for at least 30 days prior to voting, and who have attained the age of fourteen (14) years, are voting members. Periodic review of the membership list (maintained by the Secretary, Section 5.05) shall be made by the Board of Directors to determine voting rights.
Voting Membership
Section 2.03. A member, as defined in Section 2.01, is considered to be a voting member if that member resides in Northern California and has actively supported the Center within the year prior to the Annual General Meeting.
Active support is defined as attendance at scheduled meetings or personal participation in Center activities. The Board of Directors will have discretionary authority to grant voting membership to particular individuals on the basis of less personal criteria such as financial contributions or donation of materials or services.
Non-Voting Membership
Section 2.04. Any voting member who does not meet the requirements for voting membership during the year prior to the AGM (Annual General Meeting) shall, with the approval of the Board of Directors, be considered a non-voting member and shall be notified of the change by the Board at his or her last-known address as it appears in the records of the corporation.
Withdrawal
Section 2.05. Any member may withdraw from membership in the corporation by delivering to the Secretary in person or by mail, a written request to withdraw. The withdrawal will become effective on receipt of the request by the Secretary.
Reinstatement
Section 2.06. Persons who have been placed on the non-voting membership list may be restored to voting status on reaffirming their active support. Persons who have withdrawn from the corporation may be restored to membership on meeting the admission requirements for new members.
Liabilities of Members
Section 2.07. No person who is now, or who later becomes, a member of this corporation shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors of this corporation shall look only to the assets of this corporation for payment.
ARTICLE 3. MEETINGS OF MEMBERS
Annual General Meetings of Members
Section 3.01. Annual General Meetings of members for the election of Directors and the transaction of other business shall be held in June of each year at such time and place as shall be fixed by the Board of Directors. If a majority of the voting members present at any such meeting or the Board of Directors so directs, a further Annual General Meeting for the adoption of the budget and transaction of other business shall be held in the following month of July at such time and place as shall be directed by the Board of Directors.
Special Meetings of Members
Section 3.02. Special meetings of members may be called at any time by the Board of Directors, and shall be called on the written petition of not less than 20 percent of the voting members filed with the Board of Directors.
Notice of Meetings of Members
Section 3.03. Notice of each meeting of members giving the time and place of the meeting and the specific business to be considered, shall be mailed to each voting member at his or her address, as it appears on the voting membership list maintained by the Secretary, at least ten (10) days prior to the meeting.
Voting
Section 3.03. Voting shall be by ballot (or as otherwise determined by voice vote of the voting members at each meeting at which votes are taken), with eligibility of voters established by reference to the voting membership list. A majority vote of those voting members present and voting at a meeting at which a quorum, as hereinafter defined, is present shall be required for official action, unless otherwise specified by these Bylaws or by law.
Quorum
Section 3.05. A quorum shall consist of twenty (20) voting members, or twenty (20) percent of the voting membership, whichever is lower.
Conduct of Meetings
Section 3.06. (a) Meetings of members shall be presided over by the President of the corporation, or in his or her absence, by the Vice-President. (b) The order of business for annual meetings shall be as follows:
Reading of Minutes of the previous meeting
Reports of the President and Treasurer
Reports of Standing Committees
Consideration of new budget or financial status
Old business
New business
Nominating Committee’s Report
Election of Directors
Election of Nominating Committee (x) Adjournment
c) Meetings of members shall otherwise be governed by Rules of Order as approved by the Board and revised from time to time, insofar as such rules are not inconsistent or in conflict with these Bylaws, with the Articles of Incorporation, or with the law.
ARTICLE 4. DIRECTORS
Number and Compensation
Section 4.01. The corporation shall have nine (9) Directors who shall serve without compensation, and collectively they shall be known as the Board of Directors.
Qualification and Election
Section 4.02. (a) Any voting member of the corporation nominated as provided in Paragraph (d) of this section, or as provided in Section 7.01 (d) of these Bylaws, shall be eligible to be elected a Director of this corporation.
(b)Directors shall be elected by the vote of the voting members present at annual general meetings at which a quorum is present. Voting by proxy shall be authorized in individual cases if the nominating committee determines the circumstances causing absence to be reasonable. Specifically we wish to exclude the possibility of candidates for office gathering multiple proxies as a political maneuver. Proxies must be submitted in written form.
All members may vote for each of the nine (9) positions to be filled. Candidates receiving the highest number of votes, up to the number of Directors to be elected, are elected.
In case of a tie vote, further ballots shall be cast until such time that the tie is broken and the full number of directors is elected.
(c) Directors shall be elected for a one-year term and shall take office at the first Board meeting of the fiscal year following their election and serve until their successors qualify and are elected.
(d) The first election under these revised Bylaws will be held so as to nominate and elect two additional board members in addition to the present five. If any of the present Board members resign subsequent to the adoption of these revised Bylaws and prior to the first election, their position(s) will also be filled by this election.
The Board members elected at the first election as well as the present Board members will serve until the next annual election which will be held in April of the following year. This specification of term of office of present Board members will replace that made under the old Bylaws.
The first election will be held as soon as practically possible after these revised Bylaws have been adopted by the present Board of Directors. Every effort will be made to notify people of the election meeting who might reasonably be considered candidates for voting membership under the new Bylaws. The mailing list, newsletter, telephone trees and word-of-mouth should all be utilized in notifying Baba lovers from the geographical area served by this center. Because of the absence of a membership committee for the first election, voting rights will be conferred upon anyone who attends the election meeting and who may be plausibly considered a person with a sincere personal interest in Avatar Meher Baba.
A chairperson for the election meeting shall be nominated from the floor and elected by a majority of the Baba Lovers present. Nominations for Board members shall be made from the floor. There may be unlimited nominations. If a nominated Baba Lover is not present, his/her written consent to serve as a Board member must have been obtained in advance in order for the nomination to stand. There shall be no proxies for this election. Voting will be by secret ballot with each person voting having one vote for each vacant position. The nominees with the highest number of votes will be elected, up to the number of vacancies on the Board.
Powers and Responsibilities
Section 4.03. (a) The Board of Directors, on behalf of the center, shall have general charge of all its administrative and business affairs and shall set appropriate guidelines.
(b) The Board of Directors may appoint all employees of the Center and they may include a recommendation for the compensation of said employees in the annual budget
(c) The Board shall not expend an amount greater than 30 (thirty) percent in excess of the total budget when adopted by the members, but shall submit to the members at an annual or special meeting any financial arrangement which exceeds said amount.
(d) The Board shall not incur indebtedness in excess of 30 percent of the annual budget without approval by the membership at the A.G.M. or a special meeting.
(e) The Board shall have power, as approved by the membership at the A.G.M. to borrow money and incur indebtedness for the purposes of the corporation, and for that purpose to cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidence of debt and securities.
Vacancies
Section 4.04. Vacancies on the Board of Directors shall be filled by the remaining Directors if they constitute a quorum. If there is less than a quorum, a special election of the general membership shall be called to fill such vacancies.
Meetings
Section 4.05. (a) The Board shall hold regular meetings at such time and place as may from time to time be designated by resolution of the Board, and all meetings shall be open to the membership.
(b) A quorum shall consist of a majority of the Directors.
(c) Rules of Order shall be adopted by the Board President at his or her discretion as needs demand, as also provided in Section 3.06 (c).
Termination of Board Membership
Section 4.06. Any Director who fails to attend three (3) consecutive regular meetings of the Board without prior approval of a majority of the Board of Directors shall cease to be a Director, and at the fourth meeting, if evidence is presented establishing that the absence was necessitated by a good cause, a majority of the Directors may waive the provisions of this section.
Section 4.07. Removal of Directors. A Director may be removed from office, for cause, by the vote of a two-thirds (2/3) majority of the Directors. Section 4.08. Compensation. The Directors shall receive no compensation for their services as Directors.
Section 4.09. Action without a Meeting. Any action by the Board of Directors may be taken without a meeting if all members of the Board individually or collectively consent in writing to this action. Such written consent or consents shall be filed with the Minutes of the proceedings of the Board.
Section 4.10. Liabilities of Directors. No person who is now, or who later becomes, a member of the Board shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors of this corporation shall look only to the assets of this corporation for payment.
Section 4.11. Accountants. For each fiscal year the Board of Directors shall employ accountants to review the records of the corporation and make a report of the financial status of this corporation.
ARTICLE 5. OFFICERS
Number of Titles
Section 5.01. The officers of the corporation shall be a President, VicePresident, Secretary, and Treasurer, and such other officers as may be designated and appointed from time to time by the Board.
Qualification, Election, and Term of Office
Section 5.02 (a) The President and Vice-President shall be elected by the Board of Directors from among its members at the first Board Meeting in each fiscal year. Such officers shall serve until their successors are elected and installed. The Secretary and Treasurer shall be appointed by the Board of Directors at the first Board Meeting in each fiscal year. The Secretary and
Treasurer shall be chosen from among the membership of the corporation and may, but do not have to be a member of the Board of Directors.
(b) Any officer may be removed at any time by a vote of a majority of the Board of Directors.
Duties of President
Section 5.03. The President shall preside at all meetings of the voting members of this corporation and of the Board of Directors. The President shall be an ex-officio member of all Standing Committees. The President shall represent the Center on all appropriate occasions.
Duties of Vice-President
Section 5.04. The Vice-President shall act in the place of the President during the latter’s absence and shall perform such other duties as may be imposed by law by the Articles of Incorporation and by these Bylaws, or as may be prescribed from time to time by the Board of Directors.
Duties of Secretary
Section 5.05. The Secretary shall keep an accurate record of the transactions of all business meetings of the members of this corporation and of the Board of Directors. The Secretary shall be responsible for posting notice, and notifying members by mail of all meetings and affairs at which the membership is to vote.
The Secretary shall maintain a membership book of all members of the Center together with the address and voting qualifications of each, and shall record therein the fact and date of termination, if any, of the membership of any such member. The Secretary shall also perform such other duties as may be imposed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed from time to time by the Board of Directors, instigate and execute changeover of signatories of checking accounts, etc., after elections of officials by new Board.
Duties of Treasurer
Section 5.06. The Treasurer shall (a)
(i) Receive and safely keep all money and other property of the Center entrusted to his care, and shall disburse the same under the direction of the Board of Directors;
(ii) Render a statement at the annual general meeting of members, and a Quarterly Statement to the Board. The annual statement shall be certified as provided in Section 8.06 of these Bylaws;
(iii) Keep a complete account of the finances of the Center on books which shall be open for inspection at any reasonable time by the Directors;
(iv) Furnish quarterly statements of pledge status to the membership;
(v) Perform such other duties as may be imposed by law, by Articles of Incorporation, or by these Bylaws, or as may from time to time be prescribed by the Board of Directors.
(b) The Treasurer may, with approval of the Board, appoint an Assistant Treasurer, but such appointee shall not be an officer of the Center.
(c) The Treasurer shall be bonded, if the Board so requires, at the expense of the Center, and the Assistant Treasurer, if any, shall likewise be bonded at the expense of the Center.
ARTICLE 6. LEADERS
Section 6.01. There shall be no leader, nor pastor, nor minister; there shall be only members who shall be known as “Lovers” of Avatar Meher Baba.
ARTICLE 7. COMMITTEES
Standing Committees
Section 7.00.
(a) The Board at its discretion may create but is not limited to the following committees:
Finance
Publicity
Membership
Service
Program
(b) A Nominating Committee is mandatory.
Nominating Committee
(a)Section 7.01. The Nominating Committee shall consist of five (5) voting members who shall be nominated from the floor and elected by the members at the Annual General Meeting. At the conclusion of said meeting, the members elected shall meet and select a chairperson from amongst themselves. The Committee shall prepare a slate of not more than three (3) nominees for each position on the Board of Directors. Such slate shall be communicated to the membership at least 30 days prior to the A.G. M.
Members of the Center may also nominate candidates by filing with the Secretary of the corporation (either in person or by mail) at least fifteen (15) days prior to the Annual General Meeting, a Petition for Nomination signed by seven (7) or more voting members of the Center. The full slate of candidates must be communicated to all voting members at least seven (7) days prior to the A.G. M. The Nominating Committee is responsible for counting the votes of the election and for ruling on proxies (see Sect. 4.02 (b)).
Membership Committee
(b) The Membership Committee shall consist of a chairperson to be appointed by the Board of Directors from among the Directors, and one (1) or more members to be appointed by the chairperson from among the voting members of the Center. The Committee shall have charge of maintaining, under the direction of the Secretary, the Membership Book of the corporation. It shall also have charge of providing information on membership to prospective members and maintaining a Visitors’ Book.
Program Committee
(c)The Program Committee shall consist of a chairperson to be appointed by the Board of Directors from among the Directors, and one (1) or more members or non-members of the Center to be appointed by the chairperson. The Program Committee shall plan all the activities of the Center, which may include but are not limited to regularly scheduled meetings (non-business) primarily designed for the membership, meetings designed for the general public, classes, and social events.
Fund-raising and Finance Committee
(d) The Finance Committee shall consist of a chairperson to be appointed by the Board of Directors from among the Directors, and one (1) or more members to be appointed by the chairperson from among the Active Members of the Center. The Committee shall collaborate with the Treasurer of the corporation in preparing annual operating budgets and revisions thereof. The Committee shall be responsible for raising funds, subject to prior approval of the Board, by whatever legal means are available to a corporation of this nature, and which are not in conflict with the purposes of this corporation, as set forth in its Articles of Incorporation.
Publicity Committee
(e)The Publicity Committee shall consist of a Chairperson to be appointed by the Board of Directors from among the Directors, and one (1) or more members or non-members to be appointed by the Chairperson from among the voting members of the Center. The Committee shall prepare and submit all releases, advertisements, and notices for public and membership information in accordance with the policies fixed by the Board.
Service Committee
(f) The Service Committee shall consist of a Chairperson to be appointed by the Board from among the voting members of the Center, and one (1) or more members to be appointed by the Chairperson. The Committee shall maintain contact with all members of the Center for
the purpose of rendering whatever personal comfort and aid might be required due to illness or other misfortune. The Committee shall serve as a clearinghouse for information concerning appropriate services for marriage, birth, death, and so forth.
Standing Committees
Section 7.02. Chairpersons of Standing Committees shall serve as such until their successors are elected and qualified following the annual meeting of Directors, or until they are sooner removed from office of Director, resign, or otherwise become disqualified to hold the office of Director.
Ad Hoc Committees
Section 7.03. The Board of Directors, at its sole discretion, may appoint Ad Hoc Committees for specific purposes and activities, according to the needs of the Center.
ARTICLE 8. CORPORATE RECORDS, REPORTS, AND SEAL
Minutes of Meetings
Section 8.01. The corporation shall keep at its principal office or at such other place as the Board of Directors may order, a book of minutes of all meetings of Directors and of all annual and business meetings of members, with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Directors’ meetings, the number of members present or represented at members’ meetings, and the proceedings thereof.
Books of Accounts
Section 8.02. The corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Records Available to Assessor
Section 8.03. On request of an assessor, the corporation shall make available at its principal office in California, or at a place mutually acceptable to the assessor and to the corporation, a true copy of business records relevant to the amount, cost, and value of property subject to local assessment, which it owns, claims, possesses, or controls within the county.
Inspection of Records by Directors
Section 8.04. The books of account shall at all reasonable times be open to inspection by any Director. Every Director shall have the absolute right, at any reasonable time, to inspect all books, records, documents of every kind, and the physical properties of the corporation. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to make extracts.
Inspection of Records by Members
Section 8.05. The books of account, and the minutes of meetings of the Directors, members, and Standing Committees shall be open to inspection on the written demand of any voting member at any reasonable time, for a purpose reasonably related to the interests of the members, and shall be exhibited at any time when required by the demand of ten (10) percent of the voting members of the corporation. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to make extracts. Demand of inspection other than at a members’ meeting shall be made in writing to the President or Secretary of the corporation.
Annual Report and Financial Statement
Section 8.06. The Board of Directors shall provide for the preparation and submission to the members of a written annual report, including a financial statement. The financial statement shall consist of a balance sheet as of the close of business of the corporation’s fiscal year, contain a summary of receipts and disbursements, be prepared in such manner and form as is sanctioned by sound accounting practices, and be certified by the President, Secretary, Treasurer, or a public accountant. Such a report may also summarize the corporation’s activities for the preceding year and activities projected for the forthcoming year.
Corporate Seal
Section 8.07. The Board of Directors may adopt, use, and at will alter, a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the date of its incorporation, and the word “California.” Such seal (if adopted), shall be affixed to all corporate instruments, but failure to affix it shall not affect the validity of any such instrument.
ARTICLE 9. FISCAL YEAR
Section 9.01. the fiscal year of the Center shall be from January 15` to December 31S`.
ARTICLE 10. BYLAWS
Effective Date of Bylaws
Section 10.01. These Bylaws shall become effective immediately upon their adoption. Amendments to these Bylaws shall become effective immediately on their adoption unless the members in adopting them provide that they are to become effective at a later date.
Amendment
Section 10.02. (a) Subject to (the limitation contained in the Articles of Incorporation of this corporation and to) any provisions of law applicable to the amendment of Bylaws of non-profit corporations, these Bylaws, or any of them, may be altered, amended, or repealed, and new Bylaws adopted, at any annual or special meeting of the members by two-thirds (2/3) vote of the (voting) members present and voting, provided the amendment is first proposed in the manner set forth in Paragraph (b) hereof and provided the notice of the meeting referred to in said paragraph is mailed to the membership as provided in Section 3.03 of these Bylaws, sets forth the proposed amendment in full.
(b) Amendments to these Bylaws may be proposed (1) by the Board of Directors on its own motion; or (2) by the petition of at least five (5) voting members presented to the Board at a Board Meeting, not less than thirty (30) days before the Membership Meeting at which the proposed amendment is to be presented. The Board must submit the proposed amendment to the members at the next membership meeting at which a quorum is present, except that if such a meeting is a special meeting called for a different purpose, the Board may defer presentation to a special meeting called for the purpose of amending the Bylaws as provided for in Section 3.02 or to the next following A.G. M., whichever is first.
The proposed amendment must, however, be voted on at the meeting at which it is presented.
Certification and Inspection
Section 10.03. The original, or a copy of the Bylaws as amended or otherwise altered to date, certified by the Secretary of the Corporation, shall be recorded and kept in a book which shall be kept in the principal office of the corporation, and such book shall be open to inspection by the members at all reasonable times during office hours.