Bylaw Adoption: A coup attempt
Bylaw Adoption: A coup attempt
BY: NIMAI PANDIT DAS
As you all may be aware by now, the "GBC" has ordered all temples in North America to adopt a set of Bylaws which in essence makes a ISKCON GBC Society, registered in West Bengal, the centralized controller of all the temples, very much against the direct orders of Srila Prabhupada who did not want such centralization of his ISKCON. It is very dangerous for our future generations. This is going to kill ISKCON as Srila Prabhupada desired it to be. I implore you to please take a little of your valuable time to go through two articles posted on Sampradaya Sun recently, if you have not already done so.
Jan 21, LONG ISLAND, NEW YORK (SUN) —
Nimai Pandit das is Temple President of the ISKCON Long Island temple.
Navadvipchandra Prabhu, in his article "All GBC orders are suspended until further notice" has accurately discussed the position of the phantom ISKCON GBC Society of West Bengal with respect to Srila Prabhupada's temples around the world. This is the single most important issue facing our society right now.
For the record, there is no ISKCON Umbrella Corporation, as yet. Initially, Turley tried to sue an imaginary umbrella corporation - ISKCON - but the lawsuit was dismissed. The name “ISKCON” was found to be “just a work of art”, not a legal entity. Then he brought the new lawsuit against 13 individual corporations, and most of them simultaneously declared Bankruptcy under the Article 11 reorganization plan. With the new bylaws, the ISKCON GBC members are deviously trying to form just that - an umbrella corporation of the name “ISKCON GBC Society of West Bengal”.
There are many Governing Body Commissions of various organizations all over the world, most prominent being the Governing Body Commission of the Indian Railways (from which historically Srila Bhaktisiddhanta Saraswati Prabhupada took the name and function for his Gaudiya Matha). The Governing Bodies generally operate and oversee their respective organizations.
How do we distinguish them from one another? To state that “this person is a GBC member” does not automatically mean that the concerned person is a member of “THE” International Society for Krishna Consciousness, incorporated by Srila Prabhupada in 1966. In other words, there can be many religious organizations, each with their own Governing Body Commissions. Hence when one refers to the “GBC”, one can rightly ask “of which organization?”
Herein explains the greatest sleight of hand job some members of the ISKCON GBC Society of West Bengal have managed to pull off on the whole of the ISKCON world for so long.
This Society has legally NOTHING TO DO with Srila Prabhupada’s ISKCON. They have just named their society to look like it is the authorized GBC of ISKCON. But it is not so. Srila Prabhupada never registered the GBC as a separate society. He formed the Governing Body Commission of his ISKCON society in 1970 by a legal directive called the Direction of Management of July 28th, 1970. The Direction of Management can be viewed here in .pdf format.
Badrinarayan Das, a member of the ISKCON GBC Society of West Bengal, passionately preached about the importance of the Direction of Management in the Supreme Court of New York in 2004, as part of his testimony under oath (under his legal name of Robert Morrill):
(Holding the Direction of Management in his hands)
Morrill: "This is Prabhupada, the founder of our Society, founding the GBC."
Morrill: "And I should mention that this document is quoted, it is referenced, it is well known. It's the basis of the decisions, the basis of our authority.
Attorney of Morrill: "It's a historical document?
Morrill: "Historical document that's referred to repeatedly."
Mr. Morrill and his Attorney go over the duties and powers of the GBC from the DOM, but manage NOT TO GO OVER points 2, 3 or 4 setting up the election of GBC from among the Temple Presidents every three years. The actual portions of the transcript of his testimony are downloadable here in a .pdf version.
In that court case, various members of the West Bengal Society repeatedly, over many years, have been positioning themselves as the great lovers of the DOM, dependant upon it with life and soul. That includes Hrdayananda Goswami, Romapada Swami, Bir Krishna Goswami, and the entire West Bengal Society represented by its then Chairman Pragosh das. Anyone can check their filings in public court records.
It will come as a surprise to many who claim that the Direction of Management has become obsolete or that Srila Prabhupada changed his mind after 1970 about election of the GBC. On July 22, 1974, Srila Prabhupada, signed and counter-signed a “Topmost Urgency” letter to include election of the GBC, according to the Document Direction of Management (underlined in the original document), for “AMENDMENTS TO BE IMMEDIATELY ADDED TO ALL OFFICIAL REGISTRATION DOCUMENTS, CONSTITUTIONS, INCORPORATION PAPERS, ETC.” A .pdf version of the original letter can be downloaded here in .pdf format.
This directive is very important and clear. If these amendments would have been added in all the legal papers and bylaws, as Srila Prabhupada ordered, ISKCON would have been in a completely different state right now. Since 1978, GBC's would have been elected about 10 times, totally escaping the zonal acarya system, child abuse, Kirtanananda episodes, Bhavananda episodes, Hrishikesh episodes etc. We will cover this point in another article. Suffice to say that, the current plan of the West Bengal Society to change the Bylaws of the corporations would have never come about. Just a cursory look at this document is enough for any sincere follower of Srila Prabhupada to see that Srila Prabhupada wants the GBC to be elected by the provisions of the Direction of the Management. Just on the basis of this document alone, the whole Bylaws Amendment proposed now is absolutely and fully against Srila Prabhupada’s scope of services order.
The original GBC of ISKCON is left abandoned now. All of its original members have either died or abandoned their duties. There are no active members of the authorized GBC of ISKCON today!
In the absence of the real GBC, members of the “ISKCON GBC Society of West Bengal” have staged a “coup” behind closed doors and have declared themselves the GBC of ISKCON. In the preliminary hearing in New York Supreme Court in 2004, the members of this West Bengal Society were questioned about the basis of the GBC of ISKCON, whose members they are claiming to be. On finding no legal basis, these members had to bring in the Direction of Management as their formation document. BUT the GBC ordered by the DOM has to be elected by the Temple Presidents every three years. Hence, it can be easily proven that these members have no other basis for their existence. They wanted to use the basis of the Direction of Management to prove that they are THAT GBC, but not being able to prove that, are now trying to adopt these bylaws - so as to make the West Bengal Society legal, giving them complete control over all Srila Prabhupada's temples and assets.
As yet, none of the temples are legally under the control of this West Bengal Society. This new Bylaw adoption will change that and give this foreign society legitimacy in USA. This move is against Srila Prabhupada's wishes.
This foreign society does not even have a constitution! All the civilized governments on this planet have a constitution. As written in previous articles on the website www.iskcontoday.org, “Constitution of ISKCON- Part 1” & “Constitution of ISKCON - Part 2”, a constitution delineates powers of the ruling authority and simultaneously provides for the rights of the members. This is done to protect the innocent members from being exploited. The young gurukulis, the single mothers, the older devotees, or any other devotees have not been given any voting power by this “GBC Society” and this has given rise to exploitation. As can be seen in Srila Prabhupada’s constitution for ISKCON, Srila Prabhupada gave certain rights to the Temple Presidents and to the Temple Members. Each temple member has a vote in changing the Temple President and each Temple President has a vote in electing a new set of GBC every three years.
Srila Prabhupada has provided us with the following protective system of checks and balances whereby if we strictly adhere to the DOM, we can use our voting power to practically remove any child molester, exploiter, murderer or any person who does not represent Srila Prabhupada's teachings.
Direction of Management -
Point 2 - “His Divine Grace will select the initial 12 members of the GBC. In the succeeding years GBC will be elected by a vote of all Temple Presidents who will vote for 8 from a ballot of all Temple presidents, which may also include any Secretary who is in charge of a Temple. Those 8 with the greatest number of votes will be members of the next term of GBC.
Point 3. The commissioners will serve for a period of 3 years, and they may be re-elected at the end of this period.” He further writes in
Point 8. Removal of a Temple president by the GBC requires support by the local Temple members.
We all know that ISKCON is designed by Lord Caitanya Mahaprabhu and Srila Prabhupada to deliver the whole world. Srila Prabhupada states:
“Sri Caitanya Mahaprabhu wanted to preach the sankirtan movement of love of Krishna throughout the entire world, and therefore during His presence He inspired the sankirtan movement. Specifically, He sent Rupa Gosvami and Sanatana Gosvami to Vrindavan and Nityananda to Bengal and personally went to South India. In this way He kindly left the task of preaching His cult in the rest of the world to the International Society for Krishna Consciousness.”
(Caitanya Caritamrta, Adi 1.171 Purport)
But still we see that the Society, which is designed to cure the ills of the world, is itself suffering from more of the same evils. Something is drastically wrong. We need to take care of the young generation of ISKCON, the widows, the older devotees, all devotees who have dedicated their lives for Krishna and Srila Prabhupada. Even the members of the ISKCON GBC Society of West Bengal. Yes, even they need to be helped by us by not letting them have absolute power not designed by Srila Prabhupada for any of his disciples. The GBC of ISKCON needs to be elected by the Temple Presidents, from AMONG the Temple Presidents, who themselves can be changed by a vote of the temple members, hence there is accountability and restrain on all. The Ishwara mentality of a leader in ISKCON can be tamed by following these protective orders of Srila Prabhupada. Mostly humble caring mature devotees will emerge as leaders, given the general devotional character of most of the voters. If not the first time, then the next election can change the problematic leaders. And yad yad acharati sreshthas. As the leaders will be, they will attract followers of the same kind.
My appeal to all the responsible Temple Presidents, leaders and members of ISKCON is, please do not allow this transgression to Srila Prabhupada’s direct strict order to happen. This will continually harm the devotees of ISKCON, the leaders of ISKCON and hence the whole world. Instead we should elect a GBC as instructed to us by Srila Prabhupada.
By following this dictate of the members of the foreign “ISKCON GBC Society” of West Bengal, all the temple members will loose their rights forever. All the Temple Presidents will be always kowtowing to these members, otherwise they can be removed any time. Is this what you see your life to be like?
Will you sit idle and give away all your legitimate powers, given by Srila Prabhupada to protect you?
Do you think history will look kindly upon all of you if you disobey this direct order of Srila Prabhupada and not elect your Own GBC, from amongst You, the Temple Presidents?
As leaders, do you not have responsibility to take care of the spiritual and to some extent the material lives of your dependants, is it not your duty to stand up on their behalf?
As parent, is it not your duty to guard the future life of your innocent children?
Can you really give these lives over completely to somebody -- without the accountability designed by Srila Prabhupada?
ILLEGAL GBC BYLAWS GIVE GBC DICTATORIAL POWER
THESE BYLAWS, DRAFTED BY ARMARENDRA DAS (David Liberman) IN 2009,
DECLARE THE GBC TO BE AN INDEPENDENT CORPORATION BASED IN WEST BENGAL,
AND DECLARE THE GBC TO BE THE "ULTIMATE ECCLESIASTICAL AUTHORITY"
IN ISKCON, AND THAT ALL OF ISKCON’S ASSETS BELONG TO THE GBC.
ISKCON BYLAWS, DRAFTED BY ARMARENDRA DAS (David Liberman) IN 2009
ISKCON of ____________, Inc.
This is a confirmed version of our Bylaws, which will be filed with the North American GBC Executive Committee. Unless another set is subsequently filed with the North American GBC Office, it is null and void. All previous Bylaws are superseded by this confirmed set of Bylaws. If State law permits, these Bylaws are to be filed with the appropriate State agency.
NAME AND OFFICES
SECTION 1. CORPORATE NAME
The name of the Corporation is International Society for Krishna Consciousness of _______, Inc.
(Hereinafter “ISKCON” or “Corporation”).
SECTION 2. PRINCIPAL OFFICE
The principal office of the Corporation for the transaction of its business is located at _______________________.
SECTION 3. CHANGE OF ADDRESS
The county of the Corporation’s principal office can be changed only by amendment of these Bylaws. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes shall not be deemed an amendment of these Bylaws:
___________________________________ Dated: _____________, _______
___________________________________ Dated: _____________, _______
___________________________________ Dated: _____________, _______
The following definitions shall be applicable to these Bylaws:
1.“ISKCON” refers to the International Society for Krishna Consciousness.
2.“Srila Prabhupada” refers to His Divine Grace A.C. Bhaktivedanta Swami Prabhupada, the founder-acharya (supreme teacher and authority) of ISKCON.
3.“GBC” refers to the Governing Body Commission, which is ISKCON’s highest ecclesiastical authority. The GBC is a distinct body, independent of this Corporation, and operates under its own rules, regulations, and principles. The GBC is registered in West Bengal, India, under the Societies Registration Act, 1961, registration number S/74662, with its registered office located at P.O. Sri Mayapura Dhama, District Nadia, West Bengal, India.
4.“GBC representative” or “commissioner” refers to the person or persons assigned by the GBC to represent the GBC with respect to the ISKCON temples and projects located in specific geographic areas around the world. It is the responsibility of the GBC representative assigned to the geographic area to provide ecclesiastical guidance and oversight and, as defined in these Bylaws, to participate in the corporate activities of this Corporation.
5.“The ISKCON Oath of Allegiance” is a written oath of spiritual fidelity that must be duly executed by all persons serving as members of the Board of Directors or officers of the Corporation, and entails the following provisions:
a)To accept His Divine Grace A.C. Bhaktivedanta Swami Prabhupada as the Founder-Acharya and Supreme Authority of ISKCON, and to faithfully follow his teachings, instructions and directions;
b)To accept the Governing Body Commission as the ultimate ecclesiastical authority of ISKCON, as directed in Srila Prabhupada’s last will and testament;
c) To abide by the spiritual rules established by Srila Prabhupada, which are as follows: (1) to refrain from illicit sex, intoxication, gambling, and meat-eating; (2) to chant a minimum of 16 rounds of maha-mantra japa every day; and (3) to follow the principles and instructions set forth in Srila Prabhupada’s books and other written and audio teachings and other written and audio teachings;
d)To accept that all ISKCON funds, assets and properties of the Corporation, including anything ISKCON may have acquired during the tenure of any director or officer, are the sole property of ISKCON, and in the event of a particular director’s or officer’s death, resignation or other relinquishment of ISKCON responsibilities, all these shall accrue solely to ISKCON, and the director or officer renounces any claim to such asset(s);
e)To be guided by the spiritual directions of ISKCON’s management, to cooperate with the local GBC representative, to fulfill all duties in a devotional mood, and to never intentionally act against ISKCON’s interests; and
f)To maintain the spiritual programs, standards, and teachings established by Srila Prabhupada in the projects and with the devotees serving the Corporation, and to not involve ISKCON or those devotees in any activities contrary to the above mentioned principles, or any illegal, immoral or other activity which may threaten the Corporation.
6.The GBC is vested with exclusive authority to determine whether a director, officer or member of the Corporation is in good standing within ISKCON. Specifically, a member in good standing is one who is a proper and faithful follower of ISKCON’s Founder-Acharya, Srila Prabhupada, as defined by the GBC. This includes but is not limited to:
a)Abiding by the rules and regulations of one’s spiritual and social status;
b) Not acting inimically towards ISKCON or its interests;
c) Not being under an ISKCON probation or suspension.
This list is not exhaustive. The GBC or its delegated agents may add standards for determining whether a devotee is in “good standing” as may be required.
7.“Due Process” shall mean the applicable processes, if any, established by the GBC for the adjudication or resolution of disputes or grievances within ISKCON.
8.Definitions pertaining to discipline of corporate directors and officers:
a)Censure is to be understood as a reprimand aimed at reformation of the officer or director and prevention of further offending acts. In some situations it may be the precursor of suspension or removal.
b)Probation: If the director or officer is censured three times, he or she shall be placed on probation.
c)“Suspension and Rectification Program” pertains to the officer or director of the Corporation who has been suspended from his or her position. At such time, the rectification and proper engagement of a suspended director or officer shall be a primary concern. As a result, the suspending body shall assign the Director or Officer a specific program of rectification for the duration of the period of suspension.
9.Definition of Clergy:
The individual must maintain fidelity to the teachings given by His Divine
Grace AC Bhaktivedanta Swami Prabhupada, founder-acarya of ISKCON; and the individual must be "ordained, commissioned, or licensed” as authorized by the GBC Society of West Bengal, Inc.
This individual must fulfill one of the following requirements:
a) The individual administers sacraments; or
b) The individual conducts worship services; or
c) The individual performs services in the "control, conduct, or maintenance of a religious organization" under the authority of the International Society for Krishna Consciousness (ISKCON); or
d) The individual is considered to be a spiritual leader by virtue of his or her affiliation with ISKCON.
NOTE: Initiation is necessary but not sufficient to qualify one to be considered clergy within ISKCON.
The primary objective and purpose of this Corporation shall be to advance, disseminate, spread, and propagate the religion of Krishna Consciousness, as taught by His Divine Grace A.C. Bhaktivedanta Swami Prabhupada, Founder-Acharya of the International Society for Krishna Consciousness, and as continued to be advanced, transmitted, spread, and propagated according to Srila Prabhupada’s directions by the GBC.
a)The above objective and purpose will be manifest but not limited to the following:
b)To systematically propagate spiritual knowledge to society at large and to educate all peoples in the techniques of spiritual life in order to check the imbalance of values in life and to achieve real unity and peace in the world.
c)To propagate a consciousness of Krishna as it is revealed in the Bhagavad-gita and Srimad-Bhagavatam.
d)To bring the members of the Society together with each other and nearer to Krishna, the prime entity, and thus to develop the idea within the members and humanity at large that each soul is part and parcel of the quality of Godhead (Krishna).
e)To teach and encourage the Sankirtan movement, the congregational chanting of the holy name of God, as revealed in the teachings of Lord Sri Chaitanya Mahaprabhu.
f)To erect for the members, and for society at large, holy places of transcendental pastimes, dedicated to the personality of Krishna.
g)To bring the members closer together for the purpose of teaching a simpler and more natural way of life.
h)With a view towards achieving the aforementioned purposes, to publish and distribute periodicals, magazines, books, and other writings.
SECTION 1. SUPREMACY OF SRILA PRABHUPADA
The teachings and instructions of Srila Prabhupada are the supreme authority for all affairs of the Corporation.
SECTION 2. ISKCON GBC
Srila Prabhupada, throughout his instructions relating to the management of the worldwide movement he established, designated the Governing Body Commission and the laws of ISKCON as the final ecclesiastical authority for the worldwide association referred to and known as the International Society for Krishna Consciousness.
SECTION 3. GBC ADHERENCE
Although ISKCON of _____________, Inc. is legally, financially, and managerially independent, all activities and powers of the Corporation shall be carried out and executed in accordance with the teachings and instructions of Srila Prabhupada, as construed and applied by the GBC. The Corporation shall not conduct itself in any way contrary to the ecclesiastical policies of the GBC.
SECTION 4. ECCLESIASTICAL DISPUTES
With respect to any ecclesiastical dispute between the Corporation and the GBC pertaining to the spiritual standards and activities of the Corporation, the GBC shall be the sole and final authority for resolving such disputes, and the Corporation shall conform its activities, practices and religious standards to any relevant instructions given to it by the GBC.
SECTION 5. BENEFICIAL INTEREST OF THE GBC
Although the Corporation is incorporated under the laws of the State of ______________, the Corporation recognizes that all of its assets are held in trust for the GBC, which has a beneficial ownership in said assets. In the event that the GBC makes an ecclesiastical decision that the Corporation has deviated from the teachings of Srila Prabhupada and/or the ecclesiastical pronouncements of the GBC, the real and personal property of the Corporation shall revert to the exclusive control of the GBC until such time as the GBC appoints a new Board of Directors of the Corporation.
SECTION 6. AMENDABILITY OF THIS PROVISION
1. The Corporation shall at all times remain loyal to the teachings of Srila Prabhupada, as well as to the ecclesiastical edicts and instructions of the GBC. The Corporation shall insure that all of the provisions in its Articles and Bylaws, and all of its activities, goals, mission, and purposes shall remain in fidelity, loyalty and obedience to Srila Prabhupada and the GBC. This provision B Article 4 B shall remain in perpetuity and may not be amended.
2. In the event that the non-amendability of this article shall be rendered invalid or unenforceable by state or federal law, then amendment of this article shall be permissible by unanimous vote of the Board of Directors, and express written approval by the Executive Committee of the GBC.
SECTION 7. CONFLICT WITH PRIOR VERSIONS OF BYLAWS
In the event that there is a conflict between this provision and any prior version or provision(s) of the Corporation’s Bylaws, the bylaw(s) incorporating this provision shall supersede any such prior Bylaws, which are hereby rendered null and void.
SUBORDINATED POWERS AND LIMITATIONS
In order to promote and enhance the religious purposes of the Corporation, the Corporation shall have the following powers, subordinated to its religious purposes, in addition to those granted by law:
1. To receive donations, gifts, bequests, and devises, both restricted and unrestricted, to be applied to the uses and purposes of the Corporation;
2. To accept, hold and manage real and personal property conveyed to it in trust, the income from which is to be applied to the uses and purposes of the Corporation, and to execute such trusts;
3. To lease or purchase suitable buildings and equipment;
4. To mortgage or otherwise encumber any of its property, or to sell and convey the same; to invest corporate funds not used for the purposes herein above stated provided, however, that such power shall be carried out in conformance with this Article 9 of these Bylaws.;
5. To open bank accounts in the name of the Corporation for the transaction of business;
6. To pay such administrative expenses as may be necessary in the management of this Corporation;
7. To make loans or grants to projects deemed to be within the religious purposes of the Corporation; and
8. To perform any other function deemed to be in furtherance of the Corporation’s religious purpose, which is not otherwise contrary to the Articles or Bylaws of the Corporation, or contrary to law.
SECTION 1. MEMBERS
The Corporation shall make no provisions for members that are eligible to elect directors or officers.
SECTION 2. BOARD OF DIRECTORS
Pursuant to the ______________ Nonprofit Law, any action that would otherwise, under the law or the provisions of the Articles of Incorporation or by laws of the Corporation, require approval of a majority of all members or approval by the members, shall only require the approval of the Board of Directors.
SECTION 3. ASSOCIATES
Nothing in these Bylaws shall be construed as limiting the right of the Corporation to refer to persons associated with it as “members,” even though such persons are not members, and such reference shall not constitute voting membership in the Corporation.
BOARD OF DIRECTORS
SECTION 1. SCOPE OF CORPORATE POWERS
The Board of Directors shall function in both an ecclesiastical and fiduciary capacity with respect to its general and enumerated powers.
SECTION 2. NUMBER
The Corporation shall have five (5) directors and collectively they shall be known as the Board of Directors. The five (5) directors shall consist of the following:
1.Three (3) elected members;
2. One (1) member appointed by the GBC Representative for the Corporation, or if he or she is unable or unwilling, then by the North American GBC Executive Committee.
3.The Temple President.
SECTION 3. QUALIFICATIONS OF DIRECTORS
The position of Director for ISKCON of _____________, Inc. shall encompass both ecclesial and temporal duties. The following are the minimum qualifications for serving as a Director of the Corporation:
1. Must be following the basic rules of initiation as given by Srila Prabhupada, namely chanting a minimum of 16 rounds of the Hare Krishna maha mantra japa daily, and avoiding the four pillars of sinful activity: eating meat, fish, or eggs; indulging in illicit sexual connections; gambling; and consuming intoxicants;
2. Must be actively participating in the activities of the Corporation;
3. Must be conversant with the philosophy of Krishna consciousness;
4. Must annually sign the ISKCON Oath of Allegiance prescribed by the GBC;
5. Must uphold the ecclesiastical rules, policies, resolutions and guidelines for ISKCON as determined by the GBC;
6. Must work at all times in the best interest of the Corporation.
7. Must be a clergy member as defined in Article 2, paragraph 9 of these bylaws.
SECTION 4. DUTIES
It shall be the duty of the directors to:
1. Perform any and all duties, both ecclesiastical and legal, imposed on them collectively or individually by the GBC laws, the Articles of Incorporation of this Corporation, by these Bylaws, or by law.
2. Except as otherwise provided in these Bylaws, appoint and remove, employ and discharge, and prescribe the duties and fix the compensation, if any, of all the officers, agents, employees of the Corporation.
3. Monitor all officers, agents, employees of the Corporation to assure that their duties are performed properly.
4. Meet at such times and places as required by these Bylaws.
5. Register their addresses with the Secretary of the Corporation, so that notices of meetings mailed or any other reliable form of electronic communication to them at such addresses shall be valid notices thereof.
SECTION 5. TERM OF OFFICE
Each director shall hold office for a term of two (2) years from the date of the annual meeting for election of the Board of Directors at which he/she is elected until the annual meeting two (2) years subsequent for election of the Board of Directors, as specified in these Bylaws, and until his or her successor is elected and qualified.
The elected members of the Board will serve for the standard two (2) year term of office, with an election held at the end of their initial two (2) year term of office. The three elected directors and the GBC appointed director are to have rotating two year terms such that every year, two positions as director are up for election. To accomplish this, two of the initially elected directors are to have a one year term followed by an election for the normal two (2) year term.
SECTION 6. NOMINATION AND ELECTION OF DIRECTORS
At the Annual Meeting of the Corporation the current directors shall elect three (3) directors of the Corporation, and the local GBC representative shall appoint one (1) directors of the Corporation.
The local GBC representative can appoint himself as the GBC appointed director. The members of the Board of Directors may nominate any person who meets the qualifications of a director as described in Article 7, Section 3 of these Bylaws to stand for election for the position of a director of the Corporation. The Temple President shall constitute the fifth (5th) director.
There shall be no restrictions on the number of consecutive terms to which a director may be elected.
Each director of the Corporation shall cast one vote for each directorship, with a quorum vote as described in Article 7, Section 16, required for election as a director of the Corporation.
SECTION 7. VACANCIES
Vacancies on the Board of Directors shall exist on the death, resignation or removal of any director.
A director shall cease to be director who has been absent from two consecutive meetings of the Board of Directors, without permission of the chairman of the Board, who has been declared of unsound mind by a final order of court, who has been convicted of a felony, who has been removed from office by order of a court of law for engaging in illegal acts, or who has been removed from the Board of Directors by action of the GBC as described in Article 7, Section 8, Director Discipline and Removal, below.
Any director may resign effective upon giving written notice to the Chairperson of the Board, 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.
Vacancies on the Board amongst the elected directors may be filled by approval of a quorum vote of the Board of Directors (as defined in Article 7, Section 16) or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at the meeting held pursuant to notice or waiver of notice complying with these Bylaws, or (3) a sole remaining director.
Any vacancy on the Board of the GBC-appointed director position shall be filled by the local GBC representative or if he or she is unable or unwilling, then by the Executive Committee of the International GBC.
A person elected to fill a vacancy as provided by this section shall hold office only for the remainder of the term of office of the director he or she is replacing; that is, until the next annual election of the Board of Directors, or until his or her death, resignation or removal from office.
SECTION 8. DIRECTOR DISCIPLINE AND REMOVAL
Any Director of the Corporation may be disciplined for failing to maintain the minimum qualifications of a director as described in Article7, section 3, of these Bylaws. Such discipline may include censure, probation, suspension, or removal, and may be achieved by the procedures outlined in this section. In cases involving questions of ecclesiastical responsibilities, the rules of due process when considering disciplinary action established by the GBC, if any, shall be followed in the deliberations.
1. If a member of the Board fails to maintain the minimum qualifications of a Board member, such that a warning is required, then the Board of Directors may, by a simple majority vote of a quorum (as described in Article 7, section 16) vote to censure that member. No appeal against a censure is provided for under these Bylaws.
2. If a member of the Board fails to maintain the minimum qualifications of a Board member such that a program of rectification is required, then the Board of Directors may, by a simple majority vote of a quorum (as described in Article 7, section 16), vote to place that member on probation and supply a specific program of rectification. If the basis for the disciplinary action is ecclesiastical in nature, then such a probation order may be appealed to the GBC, or to any national or continental-level body authorized by the GBC to hear such appeals. The decision of the GBC, either to authorize another body to hear the appeal or to make a decision itself on appeal, shall be final.
3. If a member of the Board fails to maintain the minimum qualifications of a Board member such that his or her continuation as a member of the Board in good standing could place the Corporation at risk, then the Board of Directors may, by a simple majority vote of a quorum (as described in Article 7, section 16), vote to suspend the offending party. If the basis for the disciplinary action is ecclesiastical in nature, then such a suspension order may be appealed to the GBC, or to any national or continental-level body authorized by the GBC Society to hear such appeals. The decision of the GBC, either to authorize another body to hear the appeal or to make a decision on the appeal itself, shall be final.
4. If one of its own members has failed to maintain the minimum qualifications of a Board member such that his or her continuation as a member of the Board could place the Corporation at risk, then the Board of Directors may, by a simple majority vote of a quorum (as described in Article 7, section 16), vote to remove the offending party. If the basis for the disciplinary action is ecclesiastical in nature, then such a decision to remove may be appealed to the GBC Society, or to any national- or continental-level Body authorized by the GBC Society to hear such appeal. The decision of the GBC Society, either to authorize another body to hear the appeal or to make a decision on the appeal, shall be final.
5. Notwithstanding the actions of the Board with respect to discipline of a Board member, the GBC, or any national or continental-level body authorized by the GBC, shall have the power to suspend or remove a Board member if, in its informed discretion, the Board member has failed to maintain the minimum ecclesiastical qualifications for being a director, has breached his/her fiduciary responsibility to the Corporation, or has acted in such a way so as to expose the Corporation to civil or criminal liability. Such action may be taken with or without the consent and/or participation of the Board of Directors.
6. A director retains the right to vote when on probation but cannot vote when he or she is suspended.
7. Removal of the President of the Corporation as a director, shall also serve as removal of the President as President of the Corporation.
SECTION 9. COMPENSATION
Directors shall serve without compensation.
SECTION 10. PLACE OF MEETINGS
Meetings shall be held at the principal office of the Corporation unless otherwise provided by the Board or at such place within or without the State of ________ that has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the Corporation shall be valid only if held on the written consent of all directors given either before or after the meeting and filed with the Secretary of the Corporation or after all Board members have been given written notice of the meeting as held by telephone conference or similar communications equipment, so long as all directors participating in such meeting can hear one another.
SECTION 11. ANNUAL MEETINGS
Annual meetings of Directors shall be held each year on January 15th at 10:00 AM, unless such day falls on a legal holiday, in which event the annual meeting shall be held at the same hour and place on the next business day.
The above is a suggested date. The Board must have at least one annual meeting and election of officers but by a majority vote the Board of Directors can select the date and time for their annual meeting. That date must fall some time in the month of January or February each year.
At the Annual Meeting of directors held on January 15th, or at the date selected as described above, directors shall be elected by the Board of Directors in accordance with Article 7, Section 6, of these by laws.
At the Annual Meeting of directors, adequate and correct books and records of accounts, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses shall be presented.
SECTION 12. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson of the Board, or by any two directors, and such meetings shall be held at the place, within or without the State of ___________, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the Corporation.
SECTION 13. NOTICE OF MEETINGS
Annual meetings and Special meetings of the Board shall be held upon seven (7) days' notice by first class mail, delivered personally, by telephone, by fax, or by e-mail. If sent by mail, the notice shall be deemed delivered on its deposit in the mails. Such notices shall be addressed to each director at his or her address as shown on the books of the Corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned annual or special meetings to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.
SECTION 14. CONTENTS OF NOTICE
Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any Board meeting need not be specified in the notice.
SECTION 15. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before of after the meeting each director not present signs a waiver, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
SECTION 16. QUORUM FOR MEETINGS / QUORUM VOTE
A quorum shall consist of three (3) out of the five (5) directors. The GBC appointed director and the Temple President must be included among the three (3) directors present.
A “Quorum Vote” means a vote in which at least three (3) directors participated and those three (3) directors included the Temple President and the GBC appointed director.
Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this Corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as defined here, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.
When a meeting is adjourned for lack of quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Article 7, section 13.
The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this Corporation.
SECTION 17. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors present at the meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this Corporation, or provisions of the __________ Statutes, require a greater percentage or different voting rules for approval of a matter by the Board. No act or decision done or made in a manner not consistent with the forgoing shall be considered the action of the Corporation or the Board of Directors. Individual or independent actions of the directors shall have no power to bind the Corporation or the Board of Directors.
All acts done at any meeting of the Board of Directors which was duly noticed and at which a quorum was present shall, notwithstanding it be afterwards discovered that there was some defect in the election/appointment or continuance in office of any member of the Board of Directors, or that they or any of them were disqualified, be as valid as if every member of the Board of Directors has been duly elected/appointed or had duly continued in office and was qualified to be a member of the Board of Directors.
SECTION 18. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, who is elected for a term of one year at the Annual Meeting of the Corporation, or, if no such person has been so designated or, in his or her absence, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Board, provided that in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by the rules established by the Directors, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this Corporation, or with provisions of law.
The Board of Directors shall cause proper minutes to be made of all proceedings of the meetings of the Board of Directors, and all business transacted at such meetings, and any such minutes of any meeting, if purporting to be signed by the presiding chairman of such meeting, shall be sufficient evidence without any further proof of the facts therein stated.
SECTION 19. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
Any action required or permitted by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall 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 the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous consent of the Board of Directors received in writing or via any reliable electronic medium without a meeting and that the Bylaws of this Corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority.
SECTION 20. NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
SECTION 21. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
To the extent that a person who is, or was, a director, officer, employee, or other agent of this Corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the Corporation acting in the course and scope of his or her duties as a director, officer, or agent of the Corporation, or has been successful in 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 shall be provided by this Corporation, but only to the extent allowed by, and in accordance with the applicable laws of this State, and upon a finding by this Board that such person was acting within the course and scope of his or her duties as a director, officer, or agent of the Corporation
SECTION 22. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may, if within the financial capacity of the Corporation, purchase and maintain policies of insurance on behalf of any agent of the Corporation (including a director, officer, employee, or agent of the Corporation) against any liability, other than for violating provisions of law relating to self-dealing, asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of law.
SECTION 1. NUMBER OF OFFICERS
The officers of the Corporation shall be President, Secretary, and Treasurer. The same person may hold any number of offices except that neither the Secretary nor the Treasurer may serve as the President or Chairperson of the Board.
SECTION 2. QUALIFICATION OF OFFICERS
The position of corporate officer for ISKCON of _________, Inc. shall be a managerial responsibility, encompassing both ecclesial and legal duties. The following are the minimum qualifications for serving as an officer of the Corporation:
1. Must be following the basic rules of initiation as given by Srila Prabhupada, namely chanting a minimum of 16 rounds of the Hare Krishna maha-mantra japa daily, and avoiding the four pillars of sinful activity; eating meat, fish, or eggs; indulging in illicit sexual connections; gambling; and intoxication;
2. Must be actively participating in the activities of the Corporation;
3. Must be conversant with the philosophy of Krishna consciousness;
4. Must annually sign the ISKCON Oath of Allegiance prescribed by the GBC;
5. Must uphold the ecclesiastical rules, policies, resolutions and guidelines for ISKCON as determined by the GBC; and
6. Must work at all times in the best interest of the Corporation.
7. Must be a clergy member as defined in Article 2, paragraph 9 of these bylaws.
SECTION 3. APPOINTMENT
1. The officers of the Corporation shall be appointed in the following manner:
a)President: The President of the Corporation manages the day-to-day affairs of the Corporation. The local GBC representative, after consultation with the Board of Directors, will recommend a candidate to serve as the President to conduct the spiritual and managerial business and the correspondence of the Corporation, and to carry out such other duties as shall be delegated to him by the Board of Directors, the local GBC representative, and the GBC. If a simple majority of the Board and the Local GBC vote to select this candidate as the President, he becomes the President of the Corporation. If the Board and local GBC cannot agree on the same candidate, the local Board may also recommend a candidate to the North American GBC Executive Committee. The North American GBC Executive Committee will make the selection and their decision, taken in accordance with ISKCON law, shall be considered final.
b)Secretary: The President shall recommend a qualified person to be the Secretary to perform the duties of the Secretary, as defined in section 8 below, and any other such duties shall be delegated to him or her by the President or Board of Directors. The Board of Directors can approve or reject the candidate selected by the President by a simple majority vote of a quorum (as described in Article 7, section 16).
c)Treasurer: The President shall recommend a qualified person to be the Treasurer to execute the duties of Treasurer as defined in section 9 below, and any other such duties shall be delegated to him or her by the President or Board of Directors. The Board of Directors can approve or reject the candidate selected by the President by a simple majority vote of a quorum (as described in Article 7, section 16).
2. Length of terms for temple officers: The Secretary and Treasurer shall stand for election by the Board of Directors every year at the annual meeting. There is no limit on the number of terms the Secretary and or Treasurer may serve.
3. Via a process to be implemented by the local GBC, and in accordance with ISKCON laws, guidelines, and standards, there should be periodic review and assessment of the Temple President’s performance. There is no limit on the amount of time a Temple President may serve as President.
SECTION 4. DISCIPLINE AND REMOVAL OF OFFICERS
1. The President of the Temple may be removed or disciplined pursuant to the provisions set forth in Article 7, section 8, subdivision 5 of these Bylaws.
2. Other officers of the Corporation serve at the pleasure of the Board, and may be disciplined for failing to maintain the minimum qualifications for an officer as described in Article 8, section 2 of these Bylaws, as well as for failing to adhere to any other standards or requirements established by the Board. Discipline shall be in a manner and procedure established by the Board, and may include censure, probation, suspension, or removal. A simple majority vote of a quorum (as described in Article 7, section 16) shall be required for disciplinary matters pertaining to said officers and directors.
The officers of the Corporation may be subject to the following forms of discipline, which may be administered in the manner and procedure outlined below:
1)The Board of Directors, by a simple majority vote of a quorum (as described in Article 7, section 16), may have an officer censured.
2)Following ISKCON law, the local GBC representative, along with two consenting GBC representatives, or an authorized ISKCON Judicial Committee, or the GBC, shall also have the power to censure the President of the Corporation.
3)If the motion to censure is adopted, it shall be entered into the minutes of the censuring body.
4)If, during a period of three years, no further motion to censure is adopted against a member, then his prior history of censure is expunged.
1)If the officer is censured three times, he or she shall be placed on probation by the Board.
2)Along with probation, the officer shall be assigned a specific program of rectification for the period of his probation. The censuring body may also determine the degree to which the officer may continue his or her service.
3)The period of probation shall normally be for one year, or until such time as the problem is deemed rectified by the censuring body.
4)Following ISKCON law, the local GBC representative, along with two consenting GBC representatives, or an authorized ISKCON Judicial Committee, or the international GBC, shall have the power to place the President of the Corporation on probation.
1)Voting Requirements. If the officer has been on probation for at least one year and the situation has not been rectified, the Board of Directors may suspend the officer.
2)Following ISKCON law, the local GBC representative, along with two consenting GBCs, or an authorized ISKCON Judicial Committee, or the international GBC Body, shall have the power to suspend the President of the Corporation.
3)Conditions. The terms applying to a suspended officer for the duration of his or her period suspension shall be as follows:
a. He or she may not exercise any authority of the previously held position.
b.All voting privileges are revoked for the suspension period.
c.He or she must be assigned a specific program of rectification.
4)Duration. The period of suspension shall not exceed one year, at which time the Board of Directors shall carefully consider the officer’s status, and either reinstate, remove, or give whatever directions or conditions they deem appropriate.
5)In the case of the President, the period of suspension shall not exceed one year, at which time the GBC representatives or body that imposed the suspension shall carefully consider the President’s status and either reinstate, remove, or give whatever directions or conditions deemed appropriate, according to ISKCON law.
a)Non-Emergency Situations. Under normal circumstances, the officer may be removed from his or her position only after being suspended and the officer’s failure to rectify the circumstances underlying the suspension.
b)Emergency Situations. In urgent or exigent situations, the Board of Directors is authorized to summarily remove an officer or director of the Corporation in the same manner, and to the same extent, as provided in Article 7, section 8, subdivision e) of these Bylaws.
c)Removal of a Temple President in Emergency Situations. In urgent or exigent situations, the GBC Executive Committee, in conjunction with the local GBC representative, are authorized to summarily remove the President of the Corporation. An urgent situation is defined as follows:
1)Severe spiritual, philosophical or moral deviation, as defined and construed by ISKCON and the GBC;
2)Rebellion against the authority of Srila Prabhupada or the ecclesiastical authority of the GBC;
3)The officer or director has engaged in any activity that violates a state or federal criminal statute;
4)Any fraudulent or grossly negligent conduct that may expose the Corporation to civil liability and/or monetary damages; and
5) Any other course of conduct or activity or gross incompetence that, in the informed discretion of the Board of Directors, GBC representative, or the GBC, endangers ISKCON's stability and security locally, nationally or internationally, and that cannot wait for the usual process of suspension and removal.
SECTION 5. RESIGNATION
Any Officer may resign at any time by giving written notice to the local GBC representative, the Board of Directors or to the President or Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation by the local GBC representative shall not be necessary to make it effective.
SECTION 6. VACANCIES
The authority to appoint officers, other than the President, in the event of a vacancy rests with the Board of Directors. However, within one year of such an appointment the GBC, or any national- or continental-level body so authorized by the GBC, has the right to cancel any such appointment if in its sole and final ecclesiastical judgment the appointed officer does not meet the minimum qualifications to serve as an officer of the Corporation.
SECTION 7. DUTIES OF THE PRESIDENT
The President shall be the chief executive officer of the Corporation, shall serve as member of the Board of Directors, and shall supervise the spiritual qualifications, practices, programs, procedures, and speakers featured by the Corporation. Specifically these duties shall include:
1. All activities pertaining to the Deity worship, including worship schedules, aratis, and daily puja consisting of Deity bathing, dressing, and cooking for the Deities;
2. Daily schedule of all resident devotees;
3. Organization of Sankirtan (congregational chanting of the Holy Names of the Lord), preaching, and the distribution of ISKCON’s spiritual literature;
4. The selection of major spiritual holy Vaishnava days of observance;
5. The selection of all spiritual teachings and lectures conducted at the Corporation’s facilities and or at any temple-sponsored or temple-organized event.
6. Additionally, the President shall supervise the day-to-day management affairs of the Corporation and the activities of the officers. He or she 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 prescribed from time to time by local GBC representative.
7. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks or other instruments that may from time to time be authorized by the Board of Directors.
8.Set good spiritual example and see to the spiritual care of temple staff, and community members.
Via a process to be determined by the local GBC, and in accordance with ISKCON laws, guidelines, and standards, there should be periodic review and assessment of the Temple President’s performance.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
1. Certify and keep at the principal office of the Corporation the original, or copy of these Bylaws as amended or otherwise altered to date.
2. Keep at the principal office of the Corporation or at such other place as the Board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether annual or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
3. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
4. Be custodian of the records and of the seal of the Corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the Corporation under its seal is authorized by law or these Bylaws.
5. 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 the minutes of the proceedings of the directors of the Corporation.
6. In general, perform all duties incident to the office of Secretary 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.
SECTION 9. DUTIES OF TREASURER
Subject to the provisions of these Bylaws relating to the “Execution of Instruments, Deposits and Funds,” the Treasurer shall:
1. Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
3. Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever.
4. Disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
5. Keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
6. 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 therefore.
7. 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.
8. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
9. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 10. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also serves a director of the Corporation. In all cases, any salaries received by officers of this Corporation shall be reasonable and given in return for services actually rendered the Corporation which relate to the performance of the religious purposes of this Corporation.
SECTION 1. REAL PROPERTY TRANSACTIONS
1. To enter into transactions to buy or sell real property, to encumber existing real property assets, or to limit the use to the Corporation, through a lease, of areas reserved for worship services, shall require a two-thirds vote of the Board of Directors and consent of the property trustees as described in section 2 of this article. The terms of this sub-section may not be modified, changed or deleted without a two-thirds vote of the Board of Directors.
2. The Board of Directors, upon passing a resolution authorizing the sale of real property (or relocating the Deity) as described in subsection (1), must actively seek the approval of the Governing Body Commission, or a GBC subcommittee of at least three members specifically empowered to advise on real property transactions, for such sale (or relocation of the Deity). Should the GBC or its subcommittee advise against such sale (or relocation), the Board of Directors must reconsider such a resolution at its next meeting. If any one member of the Board of Directors votes against the resolution during such reconsideration, then the original resolution should be considered null and void. The terms of this sub-section may not be modified, changed or deleted without a unanimous vote of the Board of Directors.
SECTION 2. PROPERTY TRUSTEES
As per the last will and testament of Srila Prabhupada, the real property of the Corporation should generally never be mortgaged, borrowed against, sold, transferred, or in any way encumbered, disposed of, or alienated. However, if the need arises to encumber the real property of the Corporation, and the Board of Directors so resolves to do so, the real property may be encumbered only with the unanimous written consent of the Property Trustees assigned by the GBC to protect the real property of the Corporation. The function and responsibilities of the Property Trustees shall be as follows:
1. Property Trustees for the Corporation shall be appointed and removed by the GBC;
2. The Property Trustees have no authority to conduct property transactions independently, but may act only when contacted by the Board of Directors for formal consent. When so contacted, ISKCON Law and the policies of the GBC shall govern their subsequent actions;
3. If the Property Trustees do not act promptly, or if they do not give their consent to the proposal of the Board of Directors, then the Board may apply to the GBC for relief. The decision of the GBC shall be final.
4. The Property Trustees have the power to inspect and review on demand the corporate records, financial accounts, tax records, or property records (i) in order to safeguard assigned real properties held in the name of the Corporation from being alienated or encumbered due to negligence, error, mismanagement, or other improper acts, (ii) in order to determine if all ISKCON property laws are being followed by the Corporation, or (iii) in order to insure that any proposed property transaction does not jeopardize existing property.
5. In order to insure that the real property of the Corporation may not be sold, mortgaged, or encumbered in such a way that the value of the real property of the Corporation is reduced, the Property Trustees may require that any proposal from the Board of Directors for the sale, mortgage, or encumbrance of any kind of the real property of the Corporation be accompanied by a detailed description of all financial and administrative aspects of the transaction clearly spelling out how the proceeds will be used to maintain the asset base.
6. The Property Trustees must insure that if the Corporation receives any funds through sale, mortgage, or encumbrance of any kind of its real property, such funds shall not be intermingled with the general funds of the Corporation, but shall be held in trust according to the direction of the Property Trustees. The Property Trustees shall be responsible to see that no proceeds are disbursed except as per the approved plan for their use as described above.
SECTION 1. SUB-COMMITTEES
The Board of Directors may, by a majority vote of directors, delegate any of their powers or the implementation of any of their resolutions to any committee, except with respect to:
1. The approval of any action that, under law or provisions of these Bylaws, requires the approval of the Board of Directors.
2. The amendment or repeal of Bylaws or the adoption of new Bylaws.
3. The amendment or repeal or any resolution of the Board that by its express terms is not so amendable or repealable.
By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated.
The resolution making such delegation shall specify those who shall serve or be asked to serve on such committees. The composition of such committees shall be at the discretion of the individual member of the Board of Directors overseeing such committees.
If such committees are authorized to expend funds of the Corporation according to a fixed budget, such committees shall not have authority to exceed their budget. If additional funds are required, such committees must resubmit their requirements to the Board of Directors and receive specific approval before making expenditures or incurring liabilities on behalf of the Corporation.
SECTION 2. ADVISORY COMMITTEES
The Corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other Committees may consist of persons who are not also members of the Board. These additional committees shall act only in an advisory capacity to the Board and shall be clearly titled as "advisory" committees.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in context of such Bylaws provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the Committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
Such committees shall keep regular minutes of its proceedings and report the same to the Board from time to time as the Board may require.
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided by these Bylaws, may by resolution authorize three persons: the President, Secretary and one other director of the Corporation 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. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by two officers of the Corporation: the Treasurer and countersigned by the President, or whoever else is authorized to sign by the Board of Directors.
SECTION 3. DEPOSITS
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the Corporation any contribution, gift, gift annuity, pooled income fund investment, bequest, or devise for the religious, cultural, or educational purposes of this Corporation.
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The Corporation shall keep at its principal office in the State of ________________:
1. Minutes of all meetings of directors, and committees of the Board, indicating the time and place of holding such meetings, whether annual or special, how called, the notice given, and the names of those present and the proceedings thereof;
2. 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; adequate and correct books and records of account shall not be deemed to be kept if there are not such books and records necessary to give a true and fair view of the state of affairs of the Corporation and to explain its transactions;
3. A copy of the Corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the directors of the Corporation at all reasonable times during office hours.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and 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 instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every director shall have the right at any reasonable time to inspect all books, records and documents of every kind and to inspect the physical properties of the Corporation.
SECTION 4. OTHERS' INSPECTION RIGHTS
The Board of Directors shall generally make a quarterly financial statement of the Corporation available for public inspection.
SECTION 5. ANNUAL AUDIT
At least once every year the accounts of the Corporation shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more qualified auditors appointed by the Board of Directors.
The fiscal year of the Corporation shall begin on the First of January and end on the 31st of December in each year.
AMENDMENT OF ARTICLES AND BYLAWS
Except for those clauses that are non-amendable, subject to any provision of law applicable to the amendment of the Articles of Incorporation and/or Bylaws of nonprofit corporations, these Articles and/or Bylaws, or any of them, may be altered, amended, or repealed and new Articles and/or Bylaws adopted by a four-fifth (4/5) vote of the Board of Directors.
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No director, officer, employee or other person connected with this Corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Corporation in conducting any of its religious, cultural, or educational purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Corporation.
Any director, officer, employee or other person connected with this Corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation, after all debts have been satisfied, shall be distributed to another ISKCON entity that is recognized as tax exempt under Section 501(c)(3) of the Internal Revenue Code, or as required by law, and not otherwise.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are the directors of ______________, ISKCON of _______________, Inc., a _________________ nonprofit corporation, and, pursuant to the authority granted to the directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws as the Bylaws of the Corporation.
/ Director / Director
/ Director / Director
This is to certify that the foregoing is a true and correct copy of the Bylaws of the Corporation named in the title thereto and that the Board of Directors of said Corporation duly adopted such Bylaws.
Dated: ________________________________ / Secretary ________________________________
Please also see:
DAVID LIBERMAN (Armarendra) v/s. GEORGE F. SCHESVENTER