MEHER BABA CENTER OF
NORTHERN CALIFORNIA, INC.
1998, Revised May 2014, June 2014 AGM, June 2014 SBM
MISSION STATEMENT (1995)
Meher Baba Center of Northern
California, Incorporated (MBCNC) is a voluntary membership association
dedicated to providing opportunities for coming together and sharing devotional
expressions in remembrance of Meher Baba.
MBCNC disseminates information
and news of Meher Baba and his lovers near and far. MBCNC provides these
opportunities both to those who take Meher Baba to be the Avatar and to all
groups and individuals sincerely interested in Meher Baba to whom we offer an
introduction to His message of Love and Truth.
PURPOSE FROM ARTICLES OF INCORPORATION
The purposes for which this
corporation is formed are:
A. The specific and primary purpose is to spread Meher
Baba‘s message of love and truth through three main channels: instruction,
devotion and service.
B. The general purpose and powers are:
- To operate exclusively for religious and charitable
- To establish, equip and operate a center in which to
conduct spiritual, instructional, devotional, service and social programs, and
- To provide accurate information about Meher Baba's
life, work and teachings through classes, speeches, films, libraries and other
- To provide opportunities and facilities for group
worship and love offerings to Meher Baba through devotion, prayer, musical and
dramatic presentations, and other expressions;
- To foster the practice of Meher Baba's principle of
"Mastery in Servitude" by providing opportunities to members and
others for volunteer service;
- To encourage members and others involved in the
center‘s activities to strive to work together cheerfully and harmoniously in a
spirit of brotherhood and love;
- To foster spiritual understanding of Meher Baba‘s
teachings in such a way that the reality of his message of love and truth can
become a daily realization for those who participate in the corporation's
- To receive, hold, manage, administer, and expend
property and funds received by gift, devise or bequest either in trust or
otherwise for the maintenance of the business of the corporation or to further
its objects and purposes;
- To buy, lease, rent or otherwise acquire, hold, or
use, own, enjoy, sell, exchange, lease as lessor, mortgage, deed in trust,
pledge, encumber, transfer on trust or otherwise dispose of any and all kinds
of property, whether real, personal or mixed;
- To borrow money and to contract debts, to issue bonds,
notes and other evidences of indebtedness, and to secure them by any or all of
the property of the corporation, or to issue them unsecured;
- To enter into, make, perform, and carry out contracts
of every kind for any lawful purpose and without limit on amount with any
person, firm or corporation; and
- To have and exercise all the powers conferred by the
California General Nonprofit Corporation Law on nonprofit corporations, as that
law is now in effect or may at any time hereafter be amended.
ARTICLE 1. OFFICES
Section 1.01. The principal
office for the transaction of the business of the corporation, hereinafter
referred to as "The Center", is fixed and located at El Cerrito,
Contra Costa County, California. The Board of Directors, hereinafter referred
to as "The Board", may at any time or from time to time change the
location of the principal office from one location to another.
Section 1.02. The corporation
may also have offices at such other places, within or without the State of
California, where it is qualified to do business, as its business may require
and as the Board may from time to time designate.
ARTICLE 2. MEMBERS
Qualifications for Membership
Section 2.01. Any person who has
a sincere personal interest in Avatar Meher Baba is invited to join The Center.
Section 2.02. Those members who
have met the requirements for voting membership (Section 2.03) for at least 30
days prior to voting, and who have attained the age of fourteen (14) years, are
voting members. Periodic review of the membership list maintained by the
Membership Committee, Section 7.01 (b) shall be made by The Board to determine
Section 2.03. A member, as
defined in Section 2.01, is eligible to be a voting member if that member
resides in Northern California and has actively supported the Center within the
year prior to the Annual General Meeting, hereinafter referred to as "AGM".
Active support is defined as
attendance at scheduled meetings or personal participation in Center
activities. The Board will have discretionary authority to grant voting
membership to particular individuals on the basis of less personal criteria
such as financial contributions or donation of materials or services.
In order to activate one’s
status as a voting member one must annually declare to the Membership Committee
his/her voting eligibility and intention to vote, in person or by proxy, at the
AGM or an SBM.
Section 2.04. Any voting member
who does not meet the requirements for voting membership during the year prior
to the AGM shall, with the approval of The Board, be considered a non-voting
member and shall be notified of the change by The Board at his or her
last-known address as it appears in the records of the corporation.
Section 2.05. Any member may
withdraw from membership in the corporation by delivering to the Secretary in
person or by mail or email, a written notice to withdraw. The withdrawal will
become effective on receipt of the request by the Secretary.
Section 2.06. Persons who have been placed on the
non-voting membership list may be restored to voting status on reaffirming
their active support. Persons who have withdrawn from the corporation may be
restored to membership on meeting the admission requirements for new members.
Liabilities of Members
Section 2.07. No person who is now, or who later becomes, a
member of this corporation shall be personally liable to its creditors for any
indebtedness or liability, and any and all creditors of this corporation shall
look only to the assets of this corporation for payment.
ARTICLE 3. BUSINESS MEETINGS OF MEMBERS
Annual General Meetings (AGM)
Section 3.01. The AGM for the
election of Directors and the transaction of other business shall be held in
June of each year at such time and place as shall be fixed by The Board. If a
majority of the voting members present at any such meeting or The Board so
directs, a further AGM for the adoption of the budget and transaction of other
business shall be held in the following month of July at such time and place as
shall be directed by The Board.
Special Business Meetings (SBM)
Section 3.02. Special Business
Meetings may be called at any time by The Board, or shall be called on the
written petition of not less than 20 percent of the voting members filed with
The Board. (Sect. 3.03 applies here.)
Notice of Meetings (AGM & SBM)
Section 3.03. Notice of each
meeting of members giving the time and place of the meeting and the specific
business to be considered, shall be mailed or emailed to each voting member
according to his or her contact information, as it appears on the voting
membership list held by the Secretary, at least ten (10) calendar days prior to
Section 3.04. Voting shall be by
ballot (or as otherwise determined by voice vote of the voting members at each
meeting at which votes are taken), with eligibility of voters established by
reference to the voting membership list. A majority vote of those voting
members present and voting at a meeting at which a quorum, as hereinafter
defined, is present shall be required for official action, unless otherwise
specified by these Bylaws or by law.
Section 3.05. A quorum shall
consist of twenty (20) voting members, or twenty (20) percent of the voting
membership; whichever is lower.
Conduct of Meetings
meetings shall be presided over by the President of the corporation, or in his
or her absence, by the Vice-President or other designee as approved by The
(b) The order of business for the
AGM shall be as follows:
opportunity for correction and acceptance of minutes of the previous meeting
- Reports of the President and Treasurer
- Reports of Standing Committees
of new budget or financial status
- New business
- Nominating Committee's Report
- Election of Directors
- Election of Nominating Committee
(c) Business Meetings shall otherwise be governed by Rules of Order as approved by the Board and revised from time to time, insofar as such rules are not inconsistent or in conflict with these Bylaws, with the Articles of Incorporation, or with the law.
ARTICLE 4. DIRECTORS
Number and Compensation
Section 4.01. The corporation
shall have nine (9) Directors who shall serve without compensation, and collectively
they shall be known as the Board of Directors or The Board.
Qualification and Election
Section 4.02. (a) Any voting
member as defined in Section 2.03 of these Bylaws and nominated as described in
Section 7.01 (a) shall be eligible to be elected a Director of this
(b) Directors shall be elected
by the vote of the voting members present at the AGM at which a quorum is
present. Specifically we wish to exclude the possibility of candidates for
office gathering multiple proxies as a political maneuver. Proxies must be submitted in printed or
written form and physically brought to either the AGM or SBM by the designated
proxy holder. The maximum number of proxies any attending voting-member may
submit is five. Proxies may not be solicited.
All members may vote for each of
the four (4) or five (5) positions to be filled, depending on which year the
staggered election occurs (see Sect. 4.02 (c)) Candidates receiving the highest
number of votes, up to the number of Directors to be elected, are elected. In
case of a tie vote, further ballots shall be cast until such time that the tie
is broken and the full number of Directors is elected.
(c) Directors shall be elected
for a two-year term and shall take office at the first Board meeting of the
fiscal year following their election and serve until their successors qualify
and are elected. Each year elections shall be staggered alternating with five
(5) seats and four (4) seats.
Powers and Responsibilities
Section 4.03. (a) The Board, on
behalf of The Center, shall have general charge of all its administrative and
business affairs and shall set appropriate guidelines.
(b) The Board
all employees of The Center and they may include a recommendation for the
compensation of said employees in the annual budget.
(c) The Board shall not expend
an amount greater than 30 (thirty) percent in excess of the total budget when
adopted by the members, but shall submit to the members for approval at a SBM
any financial arrangement which exceeds said amount.
(d) The Board shall have power,
as approved by the membership at the AGM to borrow money and incur indebtedness
for the purposes of the corporation, and for that purpose to cause to be
executed and delivered, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations, or other
evidence of debt and securities.
Section 4.04. Vacancies on The
Board shall be filled by the remaining Directors if they constitute a quorum.
If there is less than a quorum, a special election of the general membership
shall be called to fill such vacancies.
Section 4.05. (a) The Board shall
hold regular meetings at such time and place as may from time to time be
designated by resolution of The Board, and all meetings shall be open and
communicated in a timely manner to the membership.
(b) A quorum shall consist of a
majority of the Directors.
(c) Rules of Order shall be
adopted by the Board President at his or her discretion as needs demand, as
also provided in Section 3.06 (c).
Termination of Board Membership
Section 4.06. Any Director who
fails to attend three (3) consecutive regular Board Meetings without prior
approval of a majority of The Board shall cease to be a Director, and at the
fourth meeting, if evidence is presented establishing that the absence was
necessitated, a majority of The Board may waive the provisions of this section.
Section 4.07. Removal of
Directors. A Director may be removed from office by the vote of a two-thirds
(2/3) majority of The Board.
Section 4.08. Compensation. The
Directors shall receive no compensation for their services as Directors.
Section 4.09. Action without a
Meeting. Any action by The Board may be taken without a meeting if all members
of The Board individually or collectively consent in writing or email to this
action. Such written consent or consents shall be filed with the minutes of the
proceedings of The Board. Any such actions shall be recorded in the minutes of
the next meeting of The Board.
Section 4.10. Liabilities of
Directors. No person who is now, or who later becomes, a member of The Board
shall be personally liable to its creditors for any indebtedness or liability,
and any and all creditors of this corporation shall look only to the assets of
this corporation for payment.
Section 4.11. Auditing. For each
fiscal year The Board may execute or review a financial audit of the corporation
and make a report of the financial status of this corporation.
ARTICLE 5. OFFICERS
Number of Titles
Section 5.01. The officers of
the corporation shall be a President, Vice President, Secretary, and Treasurer,
and such other officers as may be designated and appointed from time to time by
Qualification, Election, and Term of Office
Section 5.02 (a) The President
and Vice-President shall be elected by The Board from among its members at the
first Board Meeting in each fiscal year. Such officers shall serve until their
successors are elected and installed, or until they withdraw (see Sect. 2.05).
The Secretary and Treasurer shall be appointed by The Board at the first Board
Meeting in each fiscal year. The Secretary and Treasurer shall be chosen from
among the voting-membership of the corporation and may, but do not have to be a
member of The Board.
(b) Any officer may be removed
at any time by a vote of a majority of The Board.
Duties of President
Section 5.03. The President
shall preside at all meetings of the voting members of this corporation and of
The Board. The President shall be an ex-officio member of all Standing and Ad
Hoc Committees. The President shall represent the Center on all appropriate
Duties of Vice-President
Section 5.04. The Vice-President
shall act in the place of the President during the latter's absence and shall
perform such other duties as may be imposed by law by the Articles of
Incorporation and by these Bylaws, or as may be prescribed from time to time by
Duties of Secretary
Section 5.05. The Secretary
shall keep an accurate record of the transactions of all business meetings of
the members of this corporation and of The Board. The Secretary shall be
responsible for posting notice, and notifying members by mail or email of all
meetings and affairs at which the membership is to vote.
The Secretary shall
membership lists created and maintained by the Membership Committee for the
Board of all members of The Center. The Secretary shall also perform such other
duties as may be imposed by law, by the Articles of Incorporation, or by these
Bylaws, or as may be prescribed from time to time by The Board, and under the
authority of The Board may instigate and execute changeover of signatories of
checking accounts, etc.
Duties of Treasurer
Section 5.06. The Treasurer
i. Receive and safely keep all money and other property
of the Center entrusted to his or her care, and shall disburse the same under
the direction of The Board;
ii. Render a financial statement(s) at the AGM, and at
minimum a quarterly financial statement to The Board. The annual statement
shall be certified as provided in Section 8.06;
iii. Keep a complete account of the finances of The Center
on books which shall be open for inspection at any reasonable time by the
iv. Perform such other duties as may be imposed by law, by
Articles of Incorporation, or by these Bylaws, or as may from time to time be
prescribed by The Board.
v. Produce and present the annual operating budgets (see
Section 7.01 (d))
(b) The Treasurer may, with
approval of The Board, appoint an Assistant Treasurer, but such appointee shall
not be an officer of The Center.
(c) The Treasurer shall be
bonded, if The Board so requires, at the expense of The Center, and the
Assistant Treasurer, if any, shall likewise be bonded at the expense of The
ARTICLE 6. LEADERS
Section 6.01. There shall be no
leader, nor pastor, nor minister; there shall be only members who shall be
known as "Lovers" of Avatar Meher Baba.
ARTICLE 7. COMMITTEES
(a) The Board at its discretion
may create and dissolve but is not limited to the following committees:
(b) A Nominating Committee is mandatory.
(c) The committees serve at the pleasure of
(a) Section 7.01. The Nominating
Committee shall consist of five (5) voting members who shall be nominated from
the floor and elected by the members at the AGM. At the conclusion of said
meeting, the members elected shall meet and select a Chairperson from amongst
themselves. The Committee shall prepare a slate of not more than three (3)
nominees for each position on The Board. Such slate shall be communicated to
the membership at least 30 days prior to the AGM.
Members of The Center may also
nominate candidates by filing with the Secretary of the corporation (either in
person, by mail, or email) at least fifteen (15) days prior to the AGM, a
Petition for Nomination signed by seven (7) or more voting members of The
Center. The full slate of candidates must be communicated to all voting members
at least seven (7) days prior to the AGM. The Nominating Committee is
responsible for counting the votes of the election and for ruling on proxies
(see Sect. 4.02 (b)).
(b) The Membership Committee
shall consist of a chairperson to be appointed by The Board and one (1) or more
members to be appointed by the chairperson from among the voting members of The
Center. The Committee shall have charge of creating and maintaining, a list of
all members, including a list of voting members, and will record the fact and
date of termination if a member leaves The Center. The lists are to be updated
at minimum of once a year and are to be shared with the Secretary ongoing.
(c) The Program Committee shall
consist of a chairperson to be appointed by The Board and one (1) or more
members or non-members of the Center to be appointed by the chairperson. The
Program Committee shall plan all the activities of The Center, which may
include but are not limited to regularly scheduled meetings (non-business)
primarily designed for the membership, meetings designed for the general
public, classes, and social events.
Fund-raising and Finance Committee
(d) The Finance Committee shall
consist of a chairperson to be appointed by The Board and one (1) or more
members to be appointed by the chairperson from among the Members of The
Center. The Committee shall collaborate with the Treasurer of the corporation
in preparing annual operating budgets and revisions thereof. The Committee
shall be responsible for raising funds, subject to prior approval of The Board,
by whatever legal means are available to a corporation of this nature, and
which are not in conflict with the purposes of this corporation, as set forth
in its Articles of Incorporation.
(e) The Publicity Committee
shall consist of a Chairperson to be appointed by The Board and one (1) or more
members or non-members to be appointed by the Chairperson from among the voting
members of The Center. The Committee shall prepare and submit all releases,
advertisements, and notices for public and membership information in accordance
with the policies fixed by The Board.
(f) The Service Committee shall
consist of a Chairperson to be appointed by The Board from among the voting
members of The Center, and one (1) or more members to be appointed by the
Chairperson. The Committee shall maintain contact with all members of The
Center for the purpose of rendering whatever personal comfort and aid might be
required due to illness or other misfortune. The Committee shall serve as a
clearinghouse for information concerning appropriate services for marriage,
birth, death, and so forth.
Section 7.02. Chairpersons of Standing Committees
shall serve as such until their successors are elected and qualified following
the annual meeting of Directors, or until they are sooner removed from office
of Director, resign, or otherwise become disqualified to hold the office of
Ad Hoc Committees
Section 7.03. The Board at its
sole discretion, may appoint and dissolve Ad Hoc Committees for specific
purposes and activities, according to the needs of The Center.
ARTICLE 8. CORPORATE RECORDS, REPORTS, AND SEAL
Minutes of Meetings
Section 8.01. The corporation
shall keep at its principal office or at such other place as The Board may
order, a record of minutes of all Board Meetings and of all AGMs and SBMs, with
the time and place of holding, whether regular or special, and if special, how
authorized, the notice given, the names of those present at Board Meetings, the
number of members present or represented at members' meetings, and the
Records of Accounts
Section 8.02. The corporation
shall keep and maintain adequate and correct accounts of its properties and
business transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains and losses.
Records Available to Assessor
Section 8.03. On request of an
assessor, the corporation shall make available at its principal office in
California, or at a place mutually acceptable to the assessor and to the
corporation, a true copy of business records relevant to the amount, cost, and
value of property subject to local assessment, which it owns, claims,
possesses, or controls within the county.
Inspection of Records by Directors
Section 8.04. The books of
account shall at all reasonable times be open to inspection by any Director.
Every Director shall have the absolute right, at any reasonable time, to
inspect all books, records, documents of every kind, and the physical
properties of the corporation. Such inspection may be made in person or by
agent or attorney and the right of inspection includes the right to make
Inspection of Records by Members
Section 8.05. The books of
account, and the minutes of Board Meetings, members, and Standing Committees
shall be open to inspection on the written demand of any voting member at any
reasonable time, for a purpose reasonably related to the interests of the
members, and shall be exhibited at any time when required by the demand of ten
(10) percent of the voting members of the corporation. Such inspection may be
made in person or by agent or attorney and the right of inspection includes the
right to make extracts. Demand of inspection other than at a members' meeting
shall be made in writing to the President or Secretary of the corporation.
Annual Report and Financial Statement
Section 8.06. The Board shall
provide for the preparation of, and submission to the members
written annual report, including a financial statement(s) (See sections 5.06
(a) vi, and 7.01 (d)). The financial statement shall consist of a balance sheet
as of the close of business of the corporation's fiscal year, contain a summary
of receipts and disbursements, be prepared in such manner and form as is
sanctioned by sound accounting practices, and be certified by The Board or a certified
public accountant. Such a report may also summarize the corporation's
activities for the preceding year and activities projected for the forthcoming
Section 8.07. The Board may
adopt, use, and at will alter, a corporate seal which shall be circular in form
and shall have inscribed thereon the name of the corporation, the date of its
incorporation, and the word "California". Such seal (if adopted),
shall be affixed to all corporate instruments, but failure to affix it shall
not affect the validity of any such instrument.
ARTICLE 9. FISCAL YEAR
Section 9.01. The fiscal year of
the Center shall be from July 1st through June 30th.
Effective Date of Bylaws
Section 10.01. These Bylaws
shall become effective immediately upon their adoption. Amendments to these
Bylaws shall become effective immediately on their adoption unless the members
in adopting them provide that they are to become effective at a later date.
Section 10.02. (a) Subject to
(the limitation contained in the Articles of Incorporation of this corporation
and to) any provisions of law applicable to the amendment of Bylaws of
non-profit corporations, these Bylaws, or any of them, may be altered, amended,
or repealed, and new Bylaws adopted, at any AGM or SBM by two-thirds (2/3) vote
of the voting-members present and voting, provided the amendment is first
proposed in the manner set forth in Paragraph (b) hereof and provided the
notice of the meeting referred to in said paragraph is mailed to the membership
as provided in Section 3.03 of these Bylaws, sets forth the proposed amendment
(b) Amendments to these Bylaws
may be proposed (1) by The Board on its own motion; or (2) by the petition of
at least five (5) voting members presented to The Board at a Board Meeting, not
less than thirty (30) days before the Membership Meeting at which the proposed
amendment is to be presented. The Board must submit the proposed amendment to
the members at the next membership meeting at which a quorum is present, except
that if such a meeting is a special meeting called for a different purpose, The
Board may defer presentation to a special meeting called for the purpose of
amending the Bylaws as provided for in Section 3.02 or to the next following
AGM, whichever is first.
The proposed amendment must,
however, be voted on at the meeting at which it is presented.
Certification and Inspection
Section 10.03. The original, or
a copy of the Bylaws as amended or otherwise altered to date, certified by the
Secretary of the Corporation, shall be recorded and kept in a book which shall
be kept in the principal office of the corporation, and such book shall be open
to inspection by the members at all reasonable times during office hours.