BY-LAWS OF TARA MANDALA, INC.
(A Nonprofit Religious Corporation)
ARTICLE I: OBJECTS AND PURPOSES
The objects and purposes for which this Corporation is organized are religious in nature and are to assist practitioners of Buddhist worship by presenting the religious teachings, services, and ceremonies of Tibetan Buddhism. Emphasis will also be placed on educational and charitable projects associated with Buddhism. TARA MANDALA will foster education in the Buddhist tradition by teaching spiritual and meditative practices and sponsoring visiting teachers of spiritual and meditative practices.
ARTICLE II: OFFICES
The principal office of TARA MANDALA. shall be in or near the city of Pagosa Springs, County of Archuleta, State of Colorado.
ARTICLE III: BOARD OF DIRECTORS
1. The affairs of the Corporation shall be managed by its Board of Directors.
2. The number of Directors shall be not less than three (3) or more than five (9).
3. The terms of the Directors shall be for three (3) years, but these terms shall be staggered. Therefore, two (2) members of the first group of Directors shall be elected for terms expiring after one (1) year, two (2) members of the first group shall have their terms expire after two (2) years, and three (3) members shall have their terms expire after three (3) years. After the first annual meeting of the Board of Directors, the term of each newly elected Director shall be three (3) years.
4. Should the total number of Directors be increased, their terms shall also be staggered so that approximately one-third (1/3) of all Directors are subject to election at each annual meetings.
5. Directors shall be chosen by vote of a majority of the Board of Directors. Outgoing Directorsshall be entitled to cast votes for their successor Directors at the annual meeting at the end of their term as Directors.
6. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a majority of the Directors are present, the meeting shall be deemed adjourned. Subject to any limitations imposed by law, the activities and affairs of TARA MANDALA shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. Any meeting, regular or special of the Board of Directors, may be held by conference telephone or similar communications equipment, so long as all Directors participating in such a meeting can hear one another.
7. Any vacancy occurring in the Board of Directors may be filled by the vote of a majority of the remaining Directors. In the case of a deadlock, the presiding Officer shall have the authority to cast an additional vote. Any Director elected to fill a vacancy shall be elected appointed to serve for a full three (3) year term.
8. A Director may be removed by a vote of two-thirds of the full Board of Directors if in the judgment of the Board the best interests of the Corporation would be served thereby. Notification of this proposed action shall be given to the Director in question, and to all other Directors, in writing not less than two (2) weeks prior to the vote for removal. This notification will contain specific complaints or allegations to which the Directorin question may present counter-arguments and/or evidence at the meeting before the votes are cast.
9. A majority of the Directors shall constitute a quorum for the transaction of business other than the election or removal of Directors, in which instances all reasonable efforts shall be made to obtain the vote of all members of the Board of Directors. Two (2) of the Directors may call a meeting of the Directors by giving at least seven (7) days notice thereof personally or by mail to the other Directors.
10. A majority of the Directors shall appoint a presiding Officer to preside at all meetings of the Board of Directors. Unless otherwise designated by the Board of Directors, the presiding Officer shall be the President of TARA MANDALA. In case of a tie vote at a meeting of the Board of Directors, the presiding Officer of such meeting shall, notwithstanding that he or she has voted once, have an additional casting vote. Should the presiding Officer fail to serve for any reason, the Board of Directors shall appoint a new presiding Officer.
11. Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board of Directors shall individually or collectively consent in writing to such action. Such written consent to said action shall be entered into the permanent records of the corporation.
12. Directors shall not receive any salary for their services as such as Directors. By vote of the Board of Directors, however, reasonable expenses may be allowed to be paid to Directors in compensation for their costs of attendance at meetings of the Board of Directors. Directors, as well as Officers of the corporation, may in addition receive salary or other compensation on an hourly, daily, or monthly basis, for specific services rendered to the corporation.
13. No loans shall be made by the corporation to its Officers or Directors. Any Director or Officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof.
ARTICLE IV: COMMITTEES
- The Board of Directors may designate from its members an Executive Committee. Except as otherwise required by law or these Bylaws, the Executive Committee shall have all the authority of the Board subject to ratification of the Board at the next meeting. A quorum for the transaction of business by the Executive Committee shall consist of two-thirds (2/3) of the total membership of the Executive Committee, and decisions shall be made by a two-thirds (2/3) vote at a meeting at which a quorum is present. The Executive Committee shall keep regular minutes of its proceedings, file the minutes with the Secretary, and shall report not less than twice yearly to the Board of Directors. A report of any Executive Committee proceedings shall be available upon request to any member of the Board. Vacancies in the membership of the Executive Committee shall be filled by the Board at a regular or special meeting.
2. Other Committees. The Board of Directors may create such other committee or committees of its members and/or other persons which committees shall have such authority as the Board or these Bylaws direct.
ARTICLE V: MEETINGS OF TARA MANDALA
1. The meetings shall be at times and places fixed by the Board of Directors.
2. The meetings of TARA MANDALA shall be held two times a year in person (early fall and late spring) and once via phone or videoconference (winter). The Directors shall give notice of the time and place of the annual meeting to all Directors at least thirty (30) days in advance thereof. This notice shall specify in addition the names of any Directors whose successors are to be elected at such annual meeting.
3. When any notice is required to be given to a Director of the corporation, a waiver thereof in writing signed by the person entitled to that notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
- Attendance of a Director at any meeting shall constitute a waiver of notice of the meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meetings of the Board of Directors need be specified in the notice or waiver of such meeting.
ARTICLE VI: OFFICERS
1. The Officers of the corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other Officers and assistant Officers as may be deemed necessary. Each of these shall be elected at annual meetings of the Board of Directors, for stated terms of between one (1) and three (3) years. If a vacancy in an Officer position should occur prior to the date of the annual meetings, an Officer to fill the vacated position may be elected at a meeting of the Board of Directors other than the annual meeting. Any two or more offices may be held by the same person, except the offices of President and Secretary.
2. Any Officer elected may be removed by a vote of the majority of the Board of Directors when in their judgment the best interests of the corporation will be served thereby.
3. The President shall be the principle Officer of the corporation, and, subject to the control of the Board of Directors, shall perform all duties customary to that office and shall supervise and control all of the affairs of the corporation and the policies and directives approved by the Board. He or she may sign deeds, bonds, mortgages, or other instruments and enter into agreements with the authorization of the Board of Directors necessary to carry out the objectives of the corporation except where the Board or the Bylaws require the signature of some other Officer or agent of the corporation.
4. The Vice President shall, in case of absence, disability or death of the President, assume his or her duties.
5. The Secretary shall be responsible for the keeping of an accurate record of all meetings of the Board of Directors and its committees, see that all notices are duly given in accordance with these Bylaws or as required by law, and in general, perform all duties customary to the office of Secretary. The Secretary shall exhibit at all reasonable times to any Director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws and minutes of the proceedings of the Directors and committee of the corporation.
6. 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, assets and liabilities in the books of the corporation. He or she shall deposit or cause to be deposited all monies or other valuable effects in the name of the corporation in such depositories as shall be selected by the Board of Directors. He or she will exhibit at all reasonable times the books of account and financial records to any Director of the corporation, or to his or her agent or attorney, on request therefor. The Treasurer will render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation. He or she will prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
ARTICLE VII: LIABILITY AND INDEMNIFICATION
- A Director shall not have personal liability to the corporation for monetary damages for breach of fiduciary duty as a Director except for any breach of the Director’s duty of loyalty to the corporation or its members; acts or omissions not in good faith which involve intentional misconduct or a knowing violation of the law; actions specified in Colorado Nonprofit Corporations Code Section 7-24-111regarding prohibition of loans to Directors and Officers; or any transaction from which the Director derived an improper personal benefit. This provision shall not eliminate or limit the liability of a Director to the corporation or to its shareholders for monetary damages for any act or omission occurring prior to the date when this provision became effective.
- The Directors and Officers of the corporation shall not, as such, to the extent in accord with Colorado Nonprofit Corporations Code Section 7-23-101(and any other applicable laws of the State of Colorado), be liable for its obligations, debts or other liabilities.
- In accord with Colorado Corporations Code§7-5-19, no officer or director shall be personally liable for any injury to person or property arising out of a tort committed by an employee of Tara Mandala unless such officer or director was personally involved in the situation giving rise to the litigation or unless such officer or director committed a criminal offense.
- TARA MADALA shall possess authority, if the Directors should so decide, to indemnify, to the extent and in the manner provided by law, any person who was or is a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of that person being or having been a Director, Officer or agent of TARA MANDALA, against expenses, judgments, fines and amounts paid in settlements and reasonably incurred. This right may, in the discretion of the Board of Directors, continue after a person ceases to be a Director, Officer or agent, and, in the discretion of the Board of Directors, may also inure to heirs, executors, and administrators of that person.
- To the extent that a person who is, or was, a Director, Officer, employee or other agent of the corporation has been successful on the merits and defense of any civil, criminal, administrative or investigative proceeding brought to produce a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings may, by vote of the Board of Directors, be provided by this corporation but only to the extent allowed by and in accordance with the requirements of applicable laws in the State of Colorado.
- Indemnification of a Director, Officer or agent of the corporation, by the corporation shall occur only to the extent that such indemnification is in accord with applicable laws of the State of Colorado. The corporation shall not, to the extent in accord with applicable laws of the State of Florida, indemnify any Director, Officer or agent of TARA MANDALA, unless said Director, Officer or agent acted in good faith; with the reasonable belief that the conduct was in the corporation’s best interest, and, in criminal cases, the individual Director had no reasonable cause to believe the conduct was unlawful. The corporation shall not, to the extent permissible under the laws of the State of Florida indemnify an individual who is judged liable to the corporation or one who is judged to be liable on the basis that he or she improperly received personal benefit in connection with the action under question.
ARTICLE VIII: BOOKS AND RECORDS
1. Each corporation shall keep correct and complete books and records of account; shall keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors.
ARTICLE IX: DISSOLUTION
The corporation may be dissolved by the vote of two thirds of the Board of Directors and in accord with the provisions of the Colorado Nonprofit Corporation’s Code Title 7, Article 26.
ARICLE X: AMENDMENTS TO THE BY-LAWS
These By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted by a vote of two thirds [2/3] of the members of the Board of Directors, provided that such revisions or new By-Laws meet the requirements of all applicable federal and state laws.