Bylaws of Puget Sound Zen Center
Revised November 2019
Section 1. Principal Office
The principal office of the corporation is located in King County, State of Washington.
Section 2. Change of Address
The designation of the county or state of the corporation's principal office may be changed by amendment of these Bylaws.
Section 3. Other Offices
The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.
Section 1. IRC Section 501(c)(3) Purposes
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
Section 2. Specific Objectives and Purposes
The specific objectives and purposes of the Puget Sound Zen Center shall be: to support the teaching and practice of Rinzai Zen Buddhism in the Puget Sound region of Washington State.
Organization and Governance
Section 1. Corporate Governance
The Board of Directors shall exercise the administrative and corporate powers of the Puget Sound Zen Center.
Section 2. Spiritual Guidance
The Abbot shall provide the spiritual direction for the Puget Sound Zen Center. As such he or she shall be responsible for decisions concerning the practice of Zen at Puget Sound Zen Center. The Abbot functions as the chief executive officer of the corporation and shall in general, and subject to the control of the Board of Directors, supervise the business affairs of the corporation. .The Abbot shall be an ordained teacher of Zen lineage.
Section 3. Hiring a teacher or Abbot
If the board desires to hire a new teacher or Abbot, the board and the Ethics committee shall appoint a search committee, which shall consist of at least five people, and which will recommend a person who is an ordained teacher of Zen lineage. The board and Ethics will strive to create a committee that represents a broad spectrum of the membership.
The search committee will conduct whatever processes it deems necessary to evaluate a teacher’s suitability, which may include remote or in-person interviews of the candidate; interviews of the candidate’s peers and supervisors; and reviews of the candidate’s writings or talks. The committee will then make their recommendation to the board. If three quarters of the board agrees with the committee’s recommendation, a sangha meeting will be called and the recommendation of the teacher will be made to the membership. If three quarters of the board does not agree with the recommendation, the search committee will be directed to continue their search and recommend another candidate.
If the board approves the committee’s choice and the vote goes to the sangha, the teacher will be hired if there is an 80% affirmative vote (see Article 11 for voting member qualifications, voting procedure, quorum and proxy requirements). If an 80% affirmative vote is not recorded, the search committee is directed to continue their search and recommend another candidate.
Section 4. Removing a teacher or Abbot
See Article 4 section 3 of these bylaws for the Ethics Committee process if removal of a teacher is desired. Upon removal, the Board of Directors may appoint an interim chief executive officer until such time as a new abbot can be installed.
Section 5. The Abbot’s relationship to the Board
The abbot shall abide by the terms of the teacher contract set forth by the board each January, and will be evaluated each fall by the board as to the fulfilment of these duties. The abbot shall not serve as a member of the Board of Directors, nor shall he or she have voting power on the Board. The abbot is encouraged to attend meetings of the Board of Directors. The abbot shall not attend any meeting or portion of a meeting in which the Board has opted to meet in executive session.
Article 4: Puget Sound Zen Center Teacher Ethics Policy
Section 1: The Puget Sound Zen Center strives to create a welcoming place and a nourishing community for the study and practice of Rinzai Zen Buddhism. We believe our teachers' conduct should reflect this intention, as well as basic Buddhist precepts of compassion, honoring a life of virtue, and working for the liberation of all beings.
Section 2: Code of Ethics for all teachers. “Teacher” is defined as: the Abbot; or a teacher at a multi-day retreat. All teachers, whether appointed, visiting, residential, training, or otherwise, shall agree to and abide by the following ethical code of conduct.
1. Teachers will balance responsibility to the Sangha with family needs, officiating and attending to sangha duties as necessary while also tending to the needs of their families as circumstances warrant.
2. Teachers will demonstrate respect for all life and will strive to embody compassion in all their relationships and actions.
3. Teachers will respect the property of others; will not misappropriate or misuse Zen Center monies or funds, will pay just debts and taxes and will not enter into financial relationships or accept gifts that result in a conflict of interest or give the appearance of a conflict of interest with sangha members.
4. Teachers will be inclusive and respect all students with equal openness regardless of ethnicity, class or religious affiliation, gender or gender identification, age, disability or sexual orientation.
5. Teachers will refrain from plagiarism and maintain the integrity of their work.
6. Teachers will respect the wishes of the officers and directors in matters involving successor teachers.
7. Teachers will cultivate clear, conscious communication. Teachers will honor and respect all confidences and exchanges between teacher and student unless there is a health or safety issue involved and will report abuse as required by the jurisdiction in which they teach. Teachers will not engage in harmful speech.
8. Feelings of friendship and fellowship are to be expected in a close-knit sangha. However, due to the hurt and confusion that can result from a sexual relationship between teacher and student, sexual relationships between teachers and students are strictly prohibited.
9. Mindful of the harmful effects of addiction; teachers will refrain from abusing alcohol or drugs. Any addiction problem should be immediately addressed by the community.
10. Teachers will fulfill their duties as specified in any teacher contract approved by the board.
Section 3. Ethics Committee. Dealing with ethical conduct.
1. PSZC will maintain and support an on-going Ethics Committee which will exist to: respond quickly and effectively to concerns relating to ethical conduct, review the ethical status of the sangha's activities on an ongoing basis; and report and make recommendations on the ethical status of the sangha to the board at least once per year. The Ethics Committee shall consist of at least three but not more than five sangha friends or members with a demonstrated interest in and/or professional experience with ethical matters. The Ethics Committee shall be
elected by the voting members of the sangha annually at the sangha meeting, and shall not include any members of the current board of directors. Ethics Committee members shall serve for a duration of not more than three consecutive years.
The Ethics Committee may also recruit other individuals or organizations specializing in conflict resolution and/or ministerial or clerical ethics to assist them in their work. Any individuals or organizations recruited for this purpose must be a neutral party posing no conflict of interest with the board, the Abbot, Zen Center staff, the Ethics Committee members, or any other parties relevant to the concern at hand. The board shall maintain a reserve fund of at least $5000 in the Zen Center's savings fund at all times to be used to pay for the services of individuals or organizations specializing in conflict resolution and/or ministerial or clerical ethics. In order to request the initial $1500 of these funds, all members of the Ethics Committee will need to sign a letter addressed to the PSZC treasurer requesting said funds, stating the name of the payee, and stating that the expenditure is reasonable and necessary. The treasurer will notify the board that the money has been requested and a check will be issued. The Ethics Committee may request the board for further funds if necessary.
An affected party may bring their concern to any Ethics Committee member. Any Ethics Committee member informed of an ethical concern must inform the full Ethics Committee of any ethical concerns brought to him or her. The Ethics Committee must inform the board and the person(s) who brought the complaint that an ethical review is occurring, and must inform the board and the person(s) who brought the complaint of an anticipated timeline for resolution.
2. The Ethics Committee will decide, based on a 2/3 majority vote, what steps should be taken to bring about a resolution, and will bring their recommendation to the board for a vote. A resolution may call for training, reprimand, apology, counseling, suspension, expulsion, or other recommended appropriate action. The Ethics Committee will monitor the implementation and outcome of the recommendation. If both the board and the Ethics Committee vote for suspension or expulsion of a teacher, the board will bring this recommendation to the sangha. Upon an 80% affirmative vote (see Article 11 for voting member qualifications, voting procedure, and quorum and proxy requirements), the teacher will be removed. Whenever there is a vote to call or remove a teacher, the board and/or Ethics are encouraged to bring in a facilitator to address issues of alignment within the sangha to help the sangha move forward together despite any disagreements that may be present.
3. Facts of each inquiry or complaint brought before the Ethics Committee shall be summarized in writing and shall include: dates, issues, people involved, committee recommendation and outcomes. The Ethics Committee will keep copies of all related documents in the Zen Center's office, and will keep names confidential in these publicly available records.
Section 4. Ethics Committee Review. The Ethics Committee will review this document at least once per year and will report back to the board on its review.
Section 1. General Powers
The administrative and corporate affairs of the Puget Sound Zen Center shall be managed by its Board of Directors. Directors need not be residents of Washington.
Section 2. Number, Selection, and Tenure
The number of Directors shall be at least three and not more than nine, with the exact number fixed by resolution of the board. Directors must be current voting members of the sangha (see Article 11 for voting member qualifications). Each Director shall hold office for a period of three (3) years, may immediately be re-elected to the Board for a second three-year term, with additional terms permissible following an absence of at least one year every two terms.
Section 3. Regular Meetings
The Board of Directors shall hold meetings at least twice yearly at approximately six month intervals, to be called by the President of the Board. The time and location of the meetings shall be at the convenience of the Directors.
Section 4. Additional Meetings
Additional meetings may be held as required to conduct the business of the Corporation. The President of the Board, the Abbot, or any two Directors may call such a meeting, the time and location to be at the convenience of the Directors.
Section 5. Notice of Meetings
Notice of any meeting of the Board of Directors shall be given at least seven days prior thereto by written or oral notice delivered personally or sent by telephone, mail or by electronic mail to each Director at his or her address as shown by the records of the corporation. In cases when delivery of notice was by email, or when a telephone message was left with a third party or left upon a recording device, the notice shall not be considered valid unless the Director confirms receipt of the notice.
Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where 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. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law. If the Board of Directors meets without having properly notified each Director, the actions of the Board at that meeting shall not be valid or binding, unless each director either waives notice in writing or waives notice by attendance as described above. Written waivers of notice may be provided after the meeting. Written waivers of notice must be kept with corporate records along with the minutes of the meeting.
Section 6. Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board. If, at the beginning or following the withdrawal of a Director, less than a majority of the Directors are present at said meeting, the only motion the Chair shall entertain is a motion to adjourn. For voting issues in which these bylaws define a majority or supermajority to be based upon the full number of Directors, rather than the number of Directors present in a quorum, a Director not present may assign (in writing) his or her vote in proxy to another Director. Such written proxy assignments must be kept with the minutes of the meeting in the corporate records.
Section 7. Manner of Acting
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater
number is required by law or by these bylaws.
Section 8. Vacancies
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased. Any director may resign effective upon giving written notice to the President or the Secretary of the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state, by a majority vote of all Directors. Vacancies on the board may be filled by approval of the Board of Directors.
If the number of directors falls below three, and if there is at such time a permanently installed (non-interim) abbot, the abbot shall restore the Board to three by appointment of a Director or Directors for the unexpired term(s) of the vacancies. In cases when the Board cannot meet with quorum due to vacancies, and either the abbot is an interim appointee or the board has three or more Directors serving, the vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director.
Section 9. Compensation
Directors as such shall not receive any stated salary for their services, but by the resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance for the attendance at such regular or additional meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.
Section 10. Nonliability of Directors
The directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.
Section 11. Action Without Meeting
Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall consent to such action. Such consents must be in writing and be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such directors.
Section 12. Telephone Meetings
Members of the Board may participate in a meeting through use of conference telephones or similar communications equipment so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this section constitutes presence in person at such meeting.
Section 1. Officers
The officers of the corporation shall be no fewer than a president, a secretary, and a treasurer. A vice-president, and such other officers as may be required to conduct the business of the corporation may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers as it shall deem desirable, such officers to have the authority and to perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person, except the offices of president and secretary.
Section 2. Election and Term of Office
New offices may be created and filled at any meeting of the Board of Directors. In order to prevent burnout and to encourage versatility of directors’ abilities, no officer on the board shall hold the same position for a period of more than two (2) years.
Section 3. Removal
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of
Section 5. President
The President shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. He or she may sign, with the secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general he or she shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time. The President shall ordinarily serve as chairperson guiding the orderly and lawful conduct of meetings of the Board of Directors, or shall delegate that role to another Director at the beginning of a meeting.
Section 7. Vice President
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation or by these Bylaws or as may be prescribed by the Board of Directors.
Section 8. Secretary
The Secretary shall:
Section 9. Treasurer
The Treasurer shall:
The corporation shall have such committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.
Contracts, Checks, Deposits, and Funds
Section 1. Contracts
The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and 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 evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice-president of the corporation.
Section 3. Deposits
All funds of the corporation shall be deposited by such officer or officers, agent or agents of the corporation as shall be designated by the Board, from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors shall select.
Section 4. Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation. Except in the case of gifts of real estate or gifts that may have debts or risk of financial liability attached, the abbot may also accept gifts on behalf of the corporation.
Section 5: Prohibited Transactions
This corporation shall not make loans of money or property to, or guarantee the obligation of borrowers on behalf of, any Director, partner, officer, or delegate of the corporation; except that monetary advance may be provided for expenses that can be reasonably anticipated to be incurred in performance of Board duties, so long as such expenses would be otherwise entitled to reimbursement.
B. Self-dealing Transactions
The Board shall not approve any transaction to which the corporation is a party and in which one or more Directors have a material financial interest. In exception, the Board may approve such self-dealing transactions if it determines that: the corporation enters into the transaction for its own benefit; the transaction is fair and reasonable to the corporation; and after reasonable investigation the Board determines that it could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Details of such
exceptional transactions, including the names, relationships, and contractual details, shall be fully disclosed and kept with corporate records.
Corporate Records, Reports and Seal
Section 1. Maintenance of Corporate Records
The corporation shall keep at its principal office:
a. Minutes of all meetings of directors, committees of the board.
b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
c. A copy of the corporation's Articles of Incorporation and Bylaws as amended to date.
Section 2. Corporate Seal
The Board of Directors may adopt, use and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such documents.
Section 3. Directors' Inspection Rights
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws and provisions of law.
IRC 501(c)(3) Tax Exemption Provisions
Section 1. Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 2. Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 3. Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a Zen Buddhist organization of the board's choice. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Section 1. Types of members.
This corporation shall have two types of members voting members, and non-voting members.
Section 2. Voting Membership
In order to qualify for voting membership a member shall:
Section 3. Member Voting Rights
Each voting member will be entitled to one vote with respect to the subject matter of an issue submitted to members.
Voting members will be entitled to vote for board members, ethics committee members, hiring / dismissal of a teacher and on impactful issues that affect the future of the organization.
Section 4. Annual Member Meetings
An annual meeting of the members shall be held yearly for the purpose of electing board and ethics committee members and transacting any other business that may come before the meeting.
Section 5. Special Member Meetings
Special Member meetings may be called for any purpose by the board or by not less than 20% of the voting membership for issues that are impactful and affect the future of the organization, such as the purchase of real estate, the call or dismissal of a teacher, relocation of the Zendo, or significant changes to bylaws.
Section 6. Notice of Member Meetings
Each member entitled to vote shall receive notice from the president, secretary or the board at least 20 days in advance by tangible or electronic means stating the date, time and place of the meeting, and the proxy procedure. In the case of a special meeting the purpose shall also be included in the notice.
Section 7. Quorum and Voting
30% of members entitled to vote represented in person or by proxy shall constitute a quorum.
If a quorum is present, action shall be taken by an affirmative vote of the majority of the members present, except for the call or dismissal of a teacher, for which an 80% affirmative vote is required. 80% affirmative vote of members is needed in the call or dismissal of a teacher.
Section 8. Proxy Voting
A member may vote by proxy executed in a tangible medium by the member. Such proxy shall be filed with the Secretary before or at the time of the meeting and will be signed by the voting member.
Section 9. Termination of a Member
A member may be terminated or have his/her membership suspended by the board of directors after consulting the Ethics Committee and giving the member at least 15 days written notice of the expulsion/ suspension and the reason therefore, after a finding by the board and Ethics Committee that such a member has acted in a way that is egregiously disruptive to the voting process. The member shall be given a reasonable opportunity to be heard by the board and Ethics Committee orally or in writing at the discretion of the board and Ethics Committees at least 5 days before the expulsion/suspension becomes final. The written notice will be sent by mail or electronic mail to the member and shall be deemed given on the date it is mailed. The decision of the board/ethics committee shall be final and shall not be subject to review or appeal by any court or other persons. Termination of a member should be a rare event and should not be used as a way to silence dissent.
Section 10: Nominating new board and committee members.
Every March, a nominating committee shall be created by the board, consisting of at least three people, one of whom is the Abbot, and at least two others who are current members of the sangha, at least one of whom does not currently serve on the Board of Directors.
The nominating committee will ascertain if there are any vacancies on the Board of Directors for both general Director positions and officer positions and Zen Center committee chairs, and will make recommendations to the sangha on who would best fill these vacancies. The nominating committee’s work must be concluded 30 days before the annual meeting, which is typically held in mid to late June. Recommendations to the sangha for new Board and Ethics Committee members must be included in the notification to the sangha that the annual meeting will occur, which must happen at least 20 days in advance of the meeting. Anyone nominated by the nominating committee must approve their names being sent out in the notification before the notification occurs.
The nominating committee will present its choices for Board and Ethics committee membership for a vote at the annual meeting. Nominations can also be taken from the floor at the annual meeting.
Amendment of Bylaws
The following articles and sections of these Bylaws, or the Bylaws as a whole, may be amended, altered or repealed by three-fourths (3/4) vote of the full number of Board members authorized to be serving in the present Board size: Article 2, (nonprofit purposes); Article 3, Section 2 (spiritual guidance); Article 4, Section 2 (board tenure) Article 4, Section 8 (vacancies); Article 7, Section 5 (prohibited transactions); Article 9, Section 3 (distribution of assets); Article 11 (amendment of bylaws); and any other section of these Bylaws, or any newly created sections, if the proposed changes would conflict with the provisions of these sections listed here. All other sections of these Bylaws may be amended, altered or repealed, or new articles and sections created, by two-thirds (2/3) vote of the full number of Board members authorized to be serving in the present Board size.
Construction and Terms
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws as the Bylaws of this corporation.