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Current Bylaws, adopted June 2014

BYLAWS OF

MEHER BABA CENTER OF NORTHERN CALIFORNIA, INC.

September 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 (1974)

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:

      1. To operate exclusively for religious and charitable purposes; 
      2. To establish, equip and operate a center in which to conduct spiritual, instructional, devotional, service and social programs, and other activities;
      3. To provide accurate information about Meher Baba's life, work and teachings through classes, speeches, films, libraries and other instructional means;
      4. To provide opportunities and facilities for group worship and love offerings to Meher Baba through devotion, prayer, musical and dramatic presentations, and other expressions;
      5. To foster the practice of Meher Baba's principle of "Mastery in Servitude" by providing opportunities to members and others for volunteer service;
      6. 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;
      7. 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 activities;
      8. 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;
      9. 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;
      10. 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;
      11. 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
      12. 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

Principal Office

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.

Other Offices

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.

Voting Rights

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 voting rights.

Voting Membership

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.

Non-Voting Membership

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.

Withdrawal

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.

Reinstatement

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 the meeting.

Voting

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.

Quorum

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

Section 3.06. 

(a) Business 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 Board.

(b) The order of business for the AGM shall be as follows: 

  1. Reading, opportunity for correction and acceptance of minutes of the previous meeting
  2. Reports of the President and Treasurer
  3. Reports of Standing Committees
  4. Consideration of new budget or financial status
  5. Old business
  6. New business
  7. Nominating Committee's Report
  8. Election of Directors
  9. Election of Nominating Committee
  10. Adjournment

(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 corporation.

(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 may appoint 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.

Vacancies

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.

Meetings

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 The Board.

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 occasions.

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 The Board.

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 hold a 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 shall (a)

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 Directors;

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 Center.

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

Standing Committees

Section 7.00.

(a) The Board at its discretion may create and dissolve but is not limited to the following committees:

  • Finance
  • Publicity
  • Membership
  • Service
  • Program

 (b) A Nominating Committee is mandatory.

 (c) The committees serve at the pleasure of The Board.

Nominating Committee

(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)).

Membership Committee

(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.

Program Committee

(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.

Publicity Committee

(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.

Service Committee

(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.

Standing Committees

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 Director.

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 proceedings thereof.

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 extracts.

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 of a 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 year.

Corporate Seal

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.

ARTICLE 10. BYLAWS

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.

Amendment

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 in full.

(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.

 

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