THE CEDAR RAPIDS ZEN CENTER
The mission of the Cedar Rapids Zen Center is to promote the practice of Zen Buddhism in the Soto tradition by providing opportunities for zazen (Zen meditation), spiritual practice, religious study, and community fellowship. Our religious practice follows the teachings of the historical Buddha as they have been handed down through successive generations from India through China and Japan to the United States. Our lives are guided by the practice of zazen and manifested in the sixteen Bodhisattva Precepts.
ARTICLE I – MEMBERS
Section 1 – Classes of Members The Board of Directors shall designate classes of membership.
Section 2 – Qualifications The Board of Directors shall designate qualifications of membership.
Section 3 – Dues Members may be assessed dues on a periodic basis as determined by the Board of Directors.
Section 4 – Classes and Types of Membership The Cedar Rapids Zen Center has established the following types of membership:
· General member – Entails a $30 monthly membership contribution. This type of member has voting rights
· Associate member – For students, those on a limited income, or out-of-town member; entails a $15 monthly membership contribution. This type of member has voting rights.
· Traditional member – Entails a contribution of effort and/or materials, by arrangement with the Membership Director. This type of member has voting rights
· Lifetime member – Entails taking the precepts with the resident teacher of Cedar Rapids Zen Center. This type of member has voting rights if they fulfill one of the other voting membership types or if they request voting rights in writing.
· Sangha member – A more general term used to describe people who have some connection with the Cedar Rapids Zen Center. This is an informal term, and does not imply or express any voting rights
Section 5 – Revocation of Membership The Cedar Rapids Zen Center has the right to revoke the voting rights of any member who has lapsed on paying dues or in following through on contribution of effort and/or materials. This revocation of membership pertains to voting rights, not to attendance and participation at Zen Center. The decision to revoke voting rights can be appealed to the Board.
Section 6 – Annual Meetings The annual meeting of the members of the Cedar Rapids Zen Center shall be held on the third Sunday in April, or at such other time as is designated by the Board of Directors, or by written request of two-thirds of all the members entitled to vote at the annual meeting. At the annual meeting, those members entitled to vote shall elect the Board of Directors and shall transact such business as shall properly come before them.
Section 7 – Special Meetings Special meetings of the members of the Cedar Rapids Zen Center shall be called by the Secretary at any time upon the request of any member of the Board of Directors or by any three (3) members of the Cedar Rapids Zen Center.
Section 8 – Quorum A majority of the voting members of the Cedar Rapids Zen Center shall constitute a quorum for the transaction of business as long as there are ten (10) or fewer voting members. At all times as there are more than ten (10) voting members, one third (1/3) thereof shall constitute a quorum. If a quorum is not present, those voting members present shall have the power to adjourn the meeting and shall set another meeting time. At such a rescheduled meeting, if a quorum of voting members is present, and business may be transacted which might have been transacted at the meeting as originally scheduled.
Section 9 – Voting Every voting member shall be entitled to one vote. There shall be no cumulative voting. Upon the request of any voting member the vote on any question before the meeting shall be by written ballot. A majority decides all questions at any meeting at which there is a quorum except in such cases as shall be otherwise required or permitted by statute, the Articles of Incorporation, these Bylaws, or by agreement of a majority of members present and voting.
Section 10 – Notice of Meetings Written notice of the time and place of all meetings shall be sent to each voting member at a reasonable time prior to such meetings unless a waiver of notice is filed with the Secretary within ten days of such meeting by the President or Vice President.
ARTICLE II – BOARD OF DIRECTORS
Section 1 – General Powers The Board of Directors shall establish the general policies of the Cedar Rapids Zen Center and oversee the functioning of its Resident Priest. The business and affairs of the corporation shall be managed by an Executive Committee designated by the Board of Directors.
Section 2 – Number and Term of Office The number of Directors shall not exceed seven (7). Members of the Board of Directors shall each be elected for a term of three years. The Board shall be established so that the terms of approximately one-third of its members expires each year. A director may resign at any time by filing a written resignation with the Secretary. Any vacancy caused by resignation, removal or death of a Board member shall be filled by a majority vote of the members present at any meeting of the Board, or by a Board vote conducted by mail or electronically. Members elected to fill the term of a vacated position shall serve only until the next Annual Meeting. At this time, the position shall be filled for the remainder of the vacated term through election by the general membership of Cedar Rapids Zen Center.
Section 3 – Qualifications and Election Directors need not be participants in the Cedar Rapids Zen Center’s daily, monthly, or yearly activities and observances. A Director shall have one or more of the following qualifications:
(a) He or she shall have at least five (5) years’ experience in Zen practice or in another closely-related religious practice.
(b) She or he shall have had experience as a member of a religious community such as a Buddhist
lay community (sangha), monastery or church.
(c) He or she shall have leadership experience and skills.
(d) She or he shall have organizational experience and expertise, either in general organizational matters or in some special area such as motivation, accounting or organizational structure and function.
(e) At least one Director shall be a fully certified priest from another Soto Zen community.
(f) At least one Director shall be a member of the practicing sangha. The practicing sangha
consists of those who regularly attend activities at Cedar Rapids Zen Center.
Directors shall be elected by the membership at the annual meeting of the Cedar Rapids Zen Center.
Section 4 – Meetings
(a) An annual meeting of the members of the Board of Directors of the Cedar Rapids Zen Center shall be held on the third Sunday in April, or at such other time as is designated by the Board of Directors, at a time and place provided by resolution. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Iowa, for the holding of additional regular meetings. Notice of the time and place of the annual and other regular meetings must be given one week in advance.
(b) Special meetings of the Board of Directors may be called by the President or by any two (2) of the Directors. The Board of Directors may fix any place, either within or without the State of Iowa, as the place for holding any special meetings of the Board of Directors.
(c) Notice of the time, place and purpose of any special meeting shall be given at least two business days previous to it by written notice delivered personally or mailed to each Director at his or her preferred address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If such notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.
Section 5 – Quorum A majority of the number of Directors serving at that time shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 6 – Manner of Acting The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the action of a greater number is required by law or unless a different number is set by the Bylaws or Articles of Incorporation.
Section 7 – Vacancies Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors. A director appointed to fill a vacancy shall be elected for the unexpired term of his or her predecessor. Any directorship to be filled by reason of an increase in the number of directors shall be filled by appointment of new director(s) at the next annual meeting of the members.
Section 8 – Reimbursement Directors may be reimbursed for authorized expenses incurred in the performance of their duties as directors.
Section 9 – Presumption of Assent A director of the Cedar Rapids Zen Center who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 10 – Informal Action Without Meeting Any action required or permitted by the Articles of Incorporation or the Bylaws or any provision of law to be taken by the Board of Directors at a meeting or by resolution may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors then in office.
Section 11 – Executive Committee The Board of Directors, by resolution adopted by a majority of the full Board, may designate an Executive Committee of any size and membership as the Board may deem necessary. The Executive Committee shall perform such duties as are delegated to it by the Board. No such committee shall have the authority of the Board of Directors in reference to amending the Articles of Incorporation, adopting a plan of merger or consolidation, selling, leasing, exchanging or other disposition of the property and assets of the corporation, recommending to the members a voluntary dissolution of the corporation or a revocation thereof, or amending the Bylaws of the corporation. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.
Section 12 – Removal Any Director may be removed from the Board for
(a) Failure to attend at least two consecutive Board meetings without prior arrangement.
(b) Causing serious physical, psychological or spiritual damage to another member of Cedar Rapids Zen Center.
(c) Failure to otherwise carry out the expected duties of a Member of the Board of Directors.
Procedures for the removal of a Member of the Board of Directors shall be established by the Board of Directors.
ARTICLE III – OFFICERS
Section 1 – Number The officers of Cedar Rapids Zen Center shall consist of the President, Vice President, Secretary, Treasurer and such other officers as shall be selected by the Board of Directors. Any one person may hold any two offices unless those two offices are President and Vice President.
Section 2 – Powers and Duties
(a) The President shall be the chief executive officer of the Cedar Rapids Zen Center and shall have general supervision, direction and control of the business of Cedar Rapids Zen Center.
(b) The Vice President shall have such powers and perform such duties as the Board of Directors shall prescribe. In the absence of the ability of the President to act, the Vice President shall assume the powers and responsibilities of the President.
(c) The Secretary shall give written notice of all meetings of the Board as may be required and shall keep minutes of such meetings. The Secretary shall carry on Cedar Rapids Zen Center’s official correspondence and keep its records.
(d) The Treasurer shall have charge of Cedar Rapids Zen Center’s finances, subject to the power and authority of the Board. She or he shall keep, or cause to be kept, accurate records and accounts of the contributions to and receipts of Cedar Rapids Zen Center, its investments, bank deposits, earnings of funds and all disbursements. The Treasurer shall open and maintain bank accounts for Cedar Rapids Zen Center in such banking institutions as the Board of Directors may designate, and shall deposit the funds of the Cedar Rapids Zen Center therein, subject to withdrawal only by checks signed by individuals designated by the Board. The Treasurer shall render regularly and upon request to the Board, the President and the membership an account of all transactions and of the Cedar Rapids Zen Center’s financial condition.
Section 3 – Election and Term of Office At each Annual Meeting of the Board of Directors, the Board shall elect their officers. Officers shall hold office until the next Annual Meeting or until their successors are elected.
Section 4 – Vacancies and Removal If a vacancy occurs among the officers by reason of death, resignation or otherwise, the Board of Directors shall elect someone from the Board’s membership to fill the vacancy for the duration of the unexpired term. Any officer may be removed from office by the vote of a majority of the Board of Directors with or without cause. No officer shall be granted contractual right to office.
ARTICLE IV – RESIDENT PRIEST
Section 1 – Appointment. The Board of Directors, with the written consent of 2/3 of the membership, may designate a Resident Priest.
Section 2 – Powers and Duties The Resident Priest shall have responsibility for the religious training of the membership. He or she shall have authority to establish and maintain the practice schedule, liturgy and other practice activities, as long as such activities follow the spiritual practices and teachings of the Zen Buddhist tradition.
Section 3 -Tenure The Resident Priest will have no specifically designated term of service. However, she or he may be removed for cause.
Section 4 – Succession The Board of Directors shall establish procedures for selecting future resident priests.
Section 5 – Removal Failure to fulfill responsibilities set forth in Section 2 or causing serious physical or psychological and/or spiritual damage to another person shall constitute grounds for the removal of the Resident Priest. The procedure for removal of the Resident Priest shall be established by the Board of Directors.
ARTICLE V – FISCAL YEAR
The fiscal year of Cedar Rapids Zen Center shall be a twelve-month period from January 1 through December 31.
ARTICLE VI – CONTRACTS, CHECKS, GIFTS, INVESTMENTS AND POWERS
Section 1 – Contracts The Board of Directors may authorize any officer or officers, agent or agents of Cedar Rapids Zen Center, in addition to the officers so authorized by these Bylaws, to enter into any contract or lease, or to execute and deliver any instrument in the name of, and on the behalf of, the Cedar Rapids Zen Center. Such authority may be general or confined to specific instances.
Section 2 – Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Cedar Rapids Zen Center shall be signed by such officer or officers, agent or agents of the Cedar Rapids Zen Center, and in such manner as shall be determined by resolution of the Board of Directors. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer and countersigned by the President.
Section 3 – Gifts The Board of Directors may accept, on behalf of the corporation, any contribution, gift, bequest or device for the general purpose or for any special purpose of the Cedar Rapids Zen Center including, without limitation of the foregoing, real and personal property that is given, bequeathed, conveyed, devised or otherwise vested in the corporation in trust for a use consistent with the purpose set forth in the Articles of Incorporation.
Section 4 – Powers All the corporate powers including without limitation those granted by the Articles of Incorporation, except such as are otherwise provided for in these Bylaws, and in the laws of the State of Iowa, shall be and are hereby vested in and exercised by the Board of Directors.
Section 5 – Disposal of Property The Board of Directors may not sell, lease, exchange, mortgage, pledge, or otherwise dispose of a substantial amount of the property of the Cedar Rapids Zen Center without the assent of two-thirds (2/3) of the total membership.
ARTICLE VII – PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS
No member, director, officer, employee or other person connected with the Cedar Rapids Zen Center, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, and no such person or persons shall be entitled to share in the distribution of any corporate assets in the event of the dissolution of the Cedar Rapids Zen Center. This provision shall not prevent the payment to any person of reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as shall be fixed by the Board of Directors.
ARTICLE VIII – DISSOLUTION
Section 1 – Circumstances The Board of Directors may not dissolve the Cedar Rapids Zen Center without the assent of two-thirds (2/3) of the total membership.
Section 2 – Distribution of Assets If the Cedar Rapids Zen Center is dissolved, its assets shall be distributed as follows:
(a) All liabilities and obligations of the Cedar Rapids Zen Center shall be paid, satisfied and discharged, or adequate provision shall be made therefore.
(b) Assets held by the Cedar Rapids Zen Center requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements.
(c) All remaining assets shall be transferred to one or more organizations which are engaged in activities substantially similar to those of the Cedar Rapids Zen Center and which qualify as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 and exempt from taxation under Section 501(a) of said Code.
ARTICLE IX – OFFICES
The principal office of the Cedar Rapids Zen Center shall be in the County of Linn, State of Iowa. The corporation may have offices at such other places as the Board of Directors shall designate or as the business of the corporation may require from time to time. The registered office of the corporation required by the Iowa Nonprofit Corporation Act to be maintained in the State of Iowa, may be but need not be identical with the principal office in the State of Iowa, and the address of the registered office may be changed from time to time by the Board of Directors.
Adopted March 12 , 2000
Amended April 13, 2003
Amended April 17, 2005