Bylaws
Bylaws
BYLAWS FOR KAGYU CHANGCHUB
CHULING
September 1, 2000
Outline
Article I: Purpose.
Article II: Nonmembership.
Article III: Spiritual
Director and Lineage.
Section 1. Qualifications
and Role.
Section 2. Authority.
Section 3. Confirmation.
Article IV: Resident
Lama.
Section 1. Duties.
Section 2. Number
and Qualifications.
Section 3. Selection
and Term.
Section 4. Removal.
Article V: Program
Council.
Section 1. Duties.
Section 2. Membership
and Qualifications.
Section 3. Terms.
Article VI: Board of
Directors.
Section 1. Duties.
Section 2. Number.
Section 3. Term
and Selection.
Section 4. Removal.
Section 5. Vacancies.
Section 6. Quorum and Action.
Section 7. Regular Meetings.
Section 8. Executive Session.
Section 9. Special Meetings.
Section 10. Meeting by Telecommunication.
Section 11. No
Salary.
Section 12. Action
by Consent.
Article VII: Committees.
Section 1. Executive Committee.
Section 2. Other Committees.
Section 3. Limitations on Powers of
Committees.
Article VIII: Officers.
Section 1. Titles.
Section 2. Election.
Section 3. Vacancy.
Section 4. Other Officers.
Section 5. President.
Section 6. Assistant President.
Section 7. Secretary.
Section 8. Treasurer
Article IX: Sangha
Section 1. Sangha List.
Section 2. Participation.
Article X: Corporate
Indemnity.
Article XI: Amendments
to the Articles and Bylaws.
BYLAWS FOR NONMEMBERSHIP
CORPORATION
Article
I: Purpose
This
corporation shall be organized and operated for religious, charitable and
educational purposes. Subject to the limitations stated in the Articles of
Incorporation, the purposes of this corporation shall be to engage in any
lawful activities, none of which are for profit, for which corporations may be
organized under Chapter 65 of the Oregon Revised Statues (or its corresponding
future provision) and S501c(3) of the Internal Revenue Code of 1954 (or its
corresponding future provisions).
Kagyu
Changchub Chuling is a Vajrayana Buddhist church founded by the Venerable Kalu Rinpoche
where the authentic teachings of the Shangpa and Karma Kagyu lineages are
taught, practiced and supported.
The
primary purposes of Kagyu Changchub Chuling are to support practitioners in
their process of spiritual awakening and to ensure that the teachings of the Shangpa
and Karma Kagyu lineages are sustained for the benefit of future generations.
Article
II: Nonmembership
This
corporation shall have no members as that term is defined by Oregon
revised Statutes chapter 65, but shall have members for other purposes. These
members shall have none of the rights or duties described in ORS Chapter 65 (or
any corresponding future statute).
Article
III: Spiritual Director and Lineage
Section 1:
Qualifications and Role.
As
our primary link to the lineage of past realized masters and the teachings
(Dharma) which flow through this lineage to the present, the Spiritual Director
is the primary person responsible for transmitting these teachings to the
current generation of practitioners. The [1] first
Spiritual Director of Kagyu Changchub Chuling (hereinafter referred to as KCC)
was Kalu Rinpoche, head of the Shangpa Kagyu lineage, who founded the center in
1976. Being a renowned master in both the Shangpa Kagyu and Karma Kagyu
lineages, he was like an ocean of authentic spiritual teachings and blessings.
Based on his inspirational example, and without intending to create legal
standards, we hold the qualifications and role of the Spiritual Director to be
as follows.
First, the Spiritual Director is
the source of the authentic, unadulterated teachings of the Shangpa Kagyu and
Karma Kagyu lineages. The Spiritual Director competently provides the members
of this community with all the teachings necessary to practice and accomplish
the Dharma, and to ultimately attain enlightenment.
Second, the Spiritual Director of KCC
is the source of inspiration and blessing for those who long to practice in
this tradition. Ideally, the Spiritual Director is not just a repository and
dispenser of the precious path, but visibly manifests the potential inherent in
every being, demonstrating for all who might have an earnest desire to follow
this path that the fruit is possible. These are the blessings which flow from
the realization of the Spiritual Director, giving rise to confidence and faith
in the minds of students and disciples.
Section 2: Authority.
The Spiritual Director is the final
authority on all spiritual practice and teaching policies at KCC,
including but not necessarily limited to the following: (a) approving the
appointment of a new Resident Lama; (b) having the final authority on matters
related to the curriculum, empowerments, and spiritual practices
supported by the center; and (c) providing direction to the Resident Lama
related to who will teach at KCC and what they will teach.
Section 3: Confirmation.
The head of the Shangpa Kagyu
lineage will appoint his or her successor, who will be the Spiritual Director
of KCC, subject to confirmation by the Resident Lama, in consultation with the
Board of Directors. At this time in the year 2000, Yangsi Kalu Rinpoche, born
at Sonada, India, in September of 1991, is the successor to the previous Kalu Rinpoche,
who left his physical body in1989.
In the event that the Resident
Lama, in consultation with the Board, finds that no clear successor is
appointed as head of the lineage, that the appointed successor is not yet of
appropriate age, or that the successor or current Spiritual Director does not
meet the qualifications stated for Spiritual Director in Section 1 of this
article, the Resident Lama in consultation with the Board of Directors may ask
one of the current Shangpa Kagyu or Karma Kagyu Lineage Holders to act as
Spiritual Director for an appropriate period. Alternatively, the Resident Lama
in consultation with the Board of Directors may decide to continue functioning
without an official Spiritual Director for an appropriate period.
Article IV: Resident Lama
Section 1: Duties.
In general, the duties of the
Resident Lama are to assist students in their process of spiritual awakening
and to locally shepherd transmission of the lineage. Subject to the
limitations in these bylaws, the Resident Lama’s duties include, but are not
limited to, providing teachings, conducting retreats, providing personal
guidance, inviting lineage masters to the center, and either giving necessary
empowerments or ensuring appropriate empowerments are made available. The
Resident Lama is jointly responsible with the Board for developing and
implementing the mission and vision of KCC.
The
Resident Lama, in consultation with the Program Council, will be responsible
for the curriculum of KCC including content and implementation. The Resident
Lama will decide who will teach at KCC and what they will teach subject to the
overriding authority of the Spiritual Director. The Resident Lama is
responsible for communication with the Board and others regarding these
matters.
The
Resident Lama will be the spokesperson to the lineage and, in consultation with
the President, will review and approve public communications made in KCC’s
name. Invitations to, and requests of the lineage masters made on behalf of
KCC, will be made through the Resident Lama.
The
Resident Lama may attend any regular or special meetings, including executive
sessions, of the Board of Directors and all committees and may participate in
discussion. The Resident Lama is jointly responsible with the Board for
creating an appropriate grievance procedure.
All
major financial transactions must be approved in advance by the Resident Lama.
The
Resident Lama is encouraged to cultivate individual(s) suitable to assume the
role of Resident Lama in the future. The Resident Lama shall deliver to the
Board and members of the Program Council standing instructions on how the
duties of the office are to be carried out in the event that the Resident Lama
is absent or incapacitated.
Section 2: Number and
Qualifications.
KCC will have one Resident Lama.
There may be other teachers and/or lamas teaching at KCC, but they will do so
under the supervision of the Resident Lama.
The
Resident Lama of KCC should have completed a significant amount of retreat, be
well versed in the methods of the Shangpa and Karma Kagyu traditions, be
capable of dispensing these teachings, and exhibit the spirit of the Dharma in
his or her actions.
Section 3: Selection
and Term.
When
it becomes necessary to fill the position of Resident Lama, the Board of Directors
and the departing Resident Lama or the Program Council if there is no Resident
Lama, in consultation with the Sangha, will create a list of potential
candidates and conduct an appropriate investigation. The Spiritual Director
shall be notified at the outset of this process.
During
the investigation, potential candidates should be invited to teach at the
center. Subsequently, at least one meeting will be held between the candidate
and the Sangha for mutual questioning. Having gathered input from the Sangha,
the Board of Directors and the departing Resident Lama will select a candidate
and forward the name to the Spiritual Director for approval. If there is no
Spiritual Director at the time of the decision or if the Spiritual Director
does not respond within one year, then the decision of the departing Resident
Lama and Board stands.
The
new Resident Lama shall have a one year period of probation after the
selection. During the probation period the Program Council will make all the
decisions normally made by the Resident Lama. The new Resident Lama
will be a voting member of the Program Council during this period. At the end
of the first year, the Board and Program Council will gather input from the
Sangha and will review the appointment to decide if it is a working situation.
If the Board approves, the new Resident Lama will be given full
responsibility as described in these bylaws.
After
completion of the probation period, the term of the Resident Lama shall last
until he or she retires, dies, steps down, or is removed pursuant to these
bylaws.
Section 4: Removal.
In
extreme circumstances, it may be necessary to remove a Resident Lama
for
serious misconduct or prolonged failure to perform his or her duties,
in which
case the following process will be followed. These steps do not
preclude other
skillful efforts to resolve the situation. The Spiritual Director shall
be
informed at each step in the process. If the Spiritual Director
presents a
solution at any point in the process, then this shall be implemented.
1.
This process shall be initiated a) by a petition specifying actions that amount
to serious misconduct or describing a prolonged failure to perform his or her
duties signed by sixty percent of the Sangha members who have been on the
Sangha list for at least six months or b) by a vote of seventy-five percent of
the active and inactive Directors in office.
In
the event that this removal process is initiated, the Board of Directors may
curtail any or all of the authority of the Resident Lama, subject to a veto by
the Spiritual Director. In case of curtailed duties, Board decisions normally
requiring approval by the Resident Lama shall instead be made final by approval
of seventy-five percent of the active and inactive Directors in office.
Program Council decisions shall be made by a majority vote of the members of
the Program Council; the Resident Lama shall not vote.
The
Board of Directors shall attempt to meet with the Resident Lama and any
individuals who are involved with the issues to hear all perspectives in the
situation in order to reach resolution.
2.
If the situation is still unresolved, the Board will call a meeting of the
Resident Lama, the Board of Directors, and the Sangha, where the issues at hand
are to be openly discussed. All parties who wish to be heard should be given
the opportunity to speak. A sincere effort should be made by all parties to
unearth the most skillful solution to the situation. If it is clear after this
meeting that the issue has not been resolved, a second meeting will be
scheduled no sooner than three weeks from the date of the first meeting.
3.
In the second meeting, the parties should again come together to find a
reasonable solution to the situation. If there continues to be no resolution, the
parties shall make a reasonable effort to meet with the Spiritual
Director in person to discuss the issues. If this is not possible, the
Spiritual Director should be informed by other appropriate means.
4.
If these efforts fail to resolve the situation, as a last resort
a vote shall be cast. There will be two votes: one by the members of the Board
of Directors, and one by the members of the Sangha. Sangha members eligible
to vote will be those who have been on the Sangha list for at least six months
prior to the initial Sangha meeting to discuss the issue.
If
sixty percent of the votes cast by eligible Sangha and seventy-five percent of
the active and inactive Directors in office vote for the removal, then the
Resident Lama will be removed. This final vote must be taken within six months
of the date of the petition or vote that initiated the process in order to
support a formal removal of a Resident Lama through this process.
5.
The results of any final vote shall be sent to the Spiritual Director. If the
Spiritual Director does not respond within a period of two months, the actions
of the Board and Sangha will stand.
Article
V: Program Council
Section 1: Duties.
The
role of the Program Council is to consider issues related to the program of
teaching and spiritual practice that is offered at KCC and to consult with the
Resident Lama on these issues.
The
Council shall develop and maintain a coordinated program of teaching and
spiritual practice for KCC and determine who will teach or provide other
leadership. This program may include the ongoing schedule of spiritual
practice, retreat, formal teachings, and other study opportunities.
Except
as specified in Article IV, Section 1, Article IV, Section 3, or Article IV, Section
4, the Resident Lama carries the sole authority to decide all program issues
with other members serving in an advisory capacity.
The
Program Council shall assume the responsibilities of the Resident Lama as
outlined in Article IV, Section 1, and in the circumstances specified in
Article IV, Section 3, or Article IV, Section 4.
Section 2: Membership
and Qualifications.
The
Program Council shall include the Resident Lama and those other members
appointed by him or her. The Resident Lama shall appoint members to the
Program Council from amongst those persons with ongoing teaching
responsibilities at KCC. In addition, the Resident Lama in
consultation with the Board shall appoint a Board member to the
Council. The Resident Lama may appoint other members.
Section 3: Terms.
The
Resident Lama is a permanent member. All other members serve one year; they
may be re-appointed.
Article VI: Board of
Directors
Section 1: Duties.
Except
as set forth differently in the articles and bylaws, the affairs of the
corporation shall be managed by the Board of Directors. In accomplishing its
responsibilities, members of the Board of Directors will maintain connections
with the Sangha, the Resident Lama, the Karma Kagyu and Shangpa Kagyu lineages
and the Spiritual Director.
Section 2: Number.
The
number of Directors shall be set by the Board of Directors and may vary between
a minimum of four and a maximum of fifteen.
Section 3: Term and
Selection.
The
term of office for Directors shall be set by the Board of Directors and the
initial terms shall not be less than two years, nor more than five years. A
Director may be reelected without limitation on the number of terms he or she
may serve.
The
Board of Directors shall adopt a process to identify and encourage potential
candidates for Board positions, and to select the members of the Board. This
process shall incorporate involvement by the Sangha. The process shall be
implemented approximately annually, and not more than fifteen months from the
previous implementation of the process. The process shall culminate in the
Board making the final decision about the selection of the Board members.
Selections shall require approval by the Resident Lama.
Section 4: Removal.
Any
Director may be removed, with or without cause, by a vote of two-thirds of the
active and inactive Directors in office. Such removal shall require the
approval of the Resident Lama.
Section 5: Vacancies.
In
the event of a vacancy, the Board may select a replacement or determine that it
is not necessary to have a replacement, as long as the number of Board members
does not go below the minimum specified in Article VI, Section 2. The term of
a Director filling a vacancy expires at the next selection of Directors as
described in Section 3, above.
The
Board may approve a request by a Board member to go on inactive status. While
on inactive status approved by the Board the position shall not be counted to
determine the quorum, but shall be counted in setting the number of Directors
in office as that term is used in the articles, bylaws or the law. If a
Director approved for inactive status also holds an office the office is
considered to be vacant. In the case of President or Secretary, the Board shall
appoint an active Board member to fill the office either as a temporary
replacement while the current officer is on inactive status or as a permanent
replacement. In the case of an office besides President or Secretary, the
Board may appoint an active board member as a temporary or permanent
replacement, or hold the office vacant until the time set for the Director to
return.
Section 6: Quorum and
Action.
A
quorum at a Board meeting shall be a majority of the number of active Directors
in office.
The
Board is encouraged to listen to each person’s statements and take them into
account, honoring diversity of opinion, but only a majority of Directors
present is required to take action, except as otherwise provided by these
bylaws. Where the law requires a majority vote of the Directors in office to
take certain actions, including the following: to establish committees to
exercise Board functions, to amend the Articles of Incorporation, to sell
assets not in the regular course of business, to merge, or to dissolve, or for
other matters, such action shall be taken by two-thirds vote of the active and
inactive Directors in office. Such actions shall require the approval of the
Resident Lama.
Section 7: Regular
Meetings.
Regular meetings of the Board of
Directors shall be held at the time and place to be determined by the Board of
Directors. No other notice of the date, time, place, or purpose of these
meetings is required. Sangha may attend the entire meeting except for
executive sessions.
Section 8: Executive
Session.
The
Board may hold executive sessions on matters of a sensitive nature including,
but not limited to: employment of an Executive Director; evaluation of an
Executive Director; all proceedings of the Board’s Grievance Committee and
deliberations by the Board regarding grievances; discussion about litigation;
or personnel issues.
Section 9: Special
Meetings.
Special
meetings of the Board of Directors shall be held at the time and place to be
determined by the Board of Directors. Notice of such meetings, describing the
date, time, place, and purpose of the meeting, shall be delivered to each
Director and the Resident Lama personally or by telephone or by mail not less
than two days prior to the special meeting.
Section 10: Meeting by
Telecommunication.
Any
regular or special meeting of the Board of Directors may be held by
telecommunications in which all Directors participating may hear each other.
Section 11: No Salary.
Directors
shall not receive salaries for their Board services, but may be reimbursed for
expenses related to Board service.
Section 12: Action by
Consent.
Any
action required by law to be taken at a meeting of the Board, or any action
which may be taken at a Board meeting, may be taken without a meeting if a
consent in writing, setting forth the action to be taken or so taken, shall be
signed by all the Directors.
Article
VII: Committees
Section 1: Executive
Committee.
The
Board of Directors may by two-thirds vote of the active and inactive Directors
in office create an Executive Committee. The Executive Committee shall be
composed of two or more Directors, selected by the Board of Directors by a
two-thirds vote of the active and inactive Directors in office. The Executive
Committee shall have such power as granted by the Board to make on-going
decisions between Board meetings. A quorum at an Executive Committee meeting
shall be a majority of all Committee members in office before the meeting
begins. If a quorum is present, action is taken by a majority vote of
Directors present.
Section 2: Other
Committees.
The Board of Directors may
establish such other committees as it deems necessary and desirable, including
advisory and work committees, so long as the committees do not exercise Board
functions. The Board shall adopt a charter describing the make-up,
responsibilities and authority of each committee at the time it is established.
Section 3: Limitations
on the Powers of Committees.
The
authority of a committee shall be limited to that specified in its charter as
adopted by the Board and no committee may authorize payment of a dividend or
any part of the income, assets, or profit of the corporation to its Directors
or officers; may approve dissolution, merger, or the sale, pledge, or transfer
of all or substantially all of the corporation's assets; may elect, appoint, or
remove Directors or fill vacancies on the Board or on any of its committees;
nor may adopt, amend, or repeal the articles, bylaws, or any resolution by the
Board of Directors.
Article
VIII: Officers
Section 1: Titles.
The officers of this corporation
shall be the President, Assistant President, Secretary and Treasurer.
Section 2: Election.
The
Board of Directors shall select the President, Secretary and Treasurer from
members of the Board; these officers shall serve one-year terms. An officer
may be reelected or reappointed without limitation on the number of terms the
officer may serve.
Section 3: Vacancy.
A
vacancy of the office of President, Secretary or Treasurer shall be filled not
later than ninety days after the vacancy.
Section 4: Other
Officers.
The
Board of Directors may elect or appoint other officers as it shall deem them
necessary and desirable. They shall hold their offices for such terms and have
such authority and perform such duties as shall be determined by the Board of
Directors.
Section 5: President.
The
President shall be the chief officer of the corporation and the Chair of the
Board. The President is responsible for completing or assigning the
following: overseeing Board meetings; assuring that Board resolutions are
carried out; and carrying out any other duties prescribed by the Board of
Directors. The President may attend any committee meetings and may participate
in discussion.
In
consultation with the Board, the President shall appoint an Assistant President
from the Board, not later than sixty days after taking office.
Communications
representing KCC to the public shall be reviewed by the President and the
Resident Lama.
Section 6: Assistant
President.
The
duty of the Assistant President is to support the President in carrying out his
or her duties in ways mutually worked out with the President and the Board.
The President and Assistant President shall discuss and agree upon a plan for
working together and shall discuss the plan with the Board. Unless otherwise
determined by the Board, in the event of a temporary absence of the President,
the Assistant President shall assume the power of the President and carry out
the role in a manner that is consistent with the policies and style of the
absent President with the goal of diminishing potential disruption.
Section 7: Secretary.
The
Secretary shall have overall responsibility for general corporate record
keeping and reporting. The Secretary shall perform, or cause to be performed,
the following duties: (a) official recording of the minutes of the Board of
Directors’ meetings and actions; (b) provision for notice of all meetings of
the Board of Directors; (c) authentication of the records of the corporation;
(d) filing any non-financial reports required by the government on behalf of
the corporation; (e) maintaining all corporate records and ensuring their
accuracy and safety; and, (f) any other duties as may be prescribed by the
Board of Directors.
Section 8: Treasurer.
The
Treasurer shall have overall responsibility for record keeping and reporting
related to corporate funds. The Treasurer shall perform, or cause to be
performed, the following duties: (a) keeping full and accurate accounts of all
financial records of the corporation; (b) depositing of all monies and other
valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors; (c) disbursing of
all funds when proper to do so; (d) making financial reports as to the
financial condition of the corporation to the Board of Directors; (e) filing
financial reports as may be required by the government on behalf of the
corporation; and, (f) any other duties as may be prescribed by the Board of
Directors.
Article
IX: Sangha
Section 1: Sangha
List.
The
Sangha is the community of committed practitioners and supporters of KCC. The
Board of Directors shall create and maintain a Sangha list. This list will
include the names of all individuals who pay dues and other individuals
officially included on the list at the discretion of the Board and Resident
Lama.
Section 2: Participation.
The
Sangha may participate in the selection of the Board of Directors, as specified
in Article VI, Section 3. The Board shall provide appropriate means for
communication between the Sangha and the Board.
Sangha
may attend all regular and special Board meetings except for executive sessions
and may present issues to the Board by asking to be placed on the meeting
agenda.
The
Sangha shall participate in the selection and removal of a Resident Lama as
described in Article IV, above.
Article
X: Corporate Indemnity
As
provided in the articles, this corporation will indemnify its officers and
Directors to the fullest extent allowed by current or future Oregon
law.
Article
XI: Amendments to the Articles and Bylaws
Article
one of these bylaws can be amended or repealed with the approval of one hundred
percent of the active and inactive Directors in office and approval in writing
of the Resident Lama. The Articles of Incorporation and the remainder of these
bylaws may be amended or repealed and new articles or bylaws adopted, with the
approval of two-thirds of the active and inactive Directors in office and
approval in writing of the Resident Lama. Prior to the adoption of the
amendment, each Director and the Resident Lama shall be given at least two days
notice of the date, time and place of the meeting at which the proposed
amendment is to be considered, and the notice shall state that one of the
purposes of the meeting is to consider a proposed amendment to the articles or
bylaws and shall contain a copy of the proposed amendment.
DATE ADOPTED:_____________________________