These By-laws govern the affairs of AUSTIN ZEN CENTER, a nonprofit corporation (referred to as the “Corporation”) organized under the laws of the State of Texas.
1.01. Principal Office. The principal office of the Corporation in the State of Texas shall be located at 3014 Washington Square, Austin, TX 78705. The Corporation may have such other offices, either in Texas or elsewhere, as the Board of Directors may determine. The Board of Directors may change the location of any office of the Corporation.
1.02. Registered Office and Registered Agent. The Corporation shall comply with the requirements of the laws of the State of Texas and maintain a registered office and a registered agent in Texas. The registered office may, but need not be identical with the Corporation’s principal office in Texas. The Board of Directors may change the registered office and the registered agent as provided by law.
ARTICLE 2—BOARD OF DIRECTORS
2.01. Management of the Corporation. The affairs of the Corporation shall be managed by the Board of Directors.
2.02. Number, Qualifications, and Tenure of Directors. The number of Directors shall be at least five (5). Each Director shall serve a term of three years. The terms of the Directors shall be staggered such that the terms of a majority of the Directors will not expire in any single year.
2.03. Vacancies. Any vacancy occurring in the Board of Directors and any director position to be filled due to an increase in the number of directors, shall be filled by the Board of Directors. A vacancy is filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum of the Board of Directors, or if it is a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office. The Directors may determine that any vacancy be filled by a vote of the Membership rather than by a vote of the Directors.
2.04. Election of Directors. A person who meets any qualification requirements to be a director and who has been duly nominated may be elected as a director. Directors shall be elected at the annual meeting of the Members, or by mail, electronic mail or online ballot. Directors shall be elected by majority vote of the Members of Austin Zen Center, who attend the annual meeting, or who vote by mail, electronic mail, or on-line ballot. Any person meeting the membership criteria established by the Board of Directors is eligible to vote in the election of Directors. Each director shall hold office until a successor is elected and qualified. A director may be elected to succeed himself or herself as director.
2.05. Annual Meeting. The annual meeting shall be held at a time and place determined by the Board. The time and place of such meeting shall be noticed in writing.
2.06. Regular Meetings. The Board of Directors may provide for regular meetings by resolution stating the time and place of such meetings. The meetings may be held either within or without the State of Texas and shall be held at the Corporation’s registered office in Texas if the resolution does not specify the location of the meetings. No notice of regular meetings of the Board of Directors is required other than a resolution of the Board of Directors stating the time and place of the meetings.
2.07. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or a majority of the directors. A person or persons authorized to call special meetings of the Board of Directors may fix any place within or without Texas as the place for holding a special meeting. The person or persons calling a special meeting shall notify the secretary of the information required to be in the notice of the meeting. The secretary shall give notice to the directors as required in the Bylaws.
2.08. Notice. Written (including electronic mail) or printed notice of any special meeting of the Board of Directors shall be delivered to each director not less than one (1) nor more than seven (7) days before the date of the meeting. The notice shall state the place, day, time, who called the meeting, and the purpose or purposes for which the meeting is called.
2.09. Quorum. A majority of the number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of directors required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the directors present may adjourn and reconvene the meeting one time without further notice.
2.10. Duties of Directors. Directors shall exercise ordinary business judgment in managing the affairs of the Corporation. In acting in their official capacity as directors of the Corporation, directors shall act in good faith and take actions they reasonably believe to be in the best interest of the Corporation and that are not unlawful. In all other instances, the Board of Directors shall not take any action that they should reasonably believe would be opposed to the Corporation’s best interest or would be unlawful. A director shall not be liable if, in the exercise of ordinary care, the director acts in good faith relying on written financial and legal statements provided by an accountant or attorney retained by the Corporation.
2.11. Duty to Avoid Improper Distributions. Directors who vote for or assent to improper distributions are jointly and severally liable to the corporation for the value of improperly distributed assets, to the extent that debts, obligations, and liabilities of the corporation are not thereafter paid and discharged. Any distribution made when the corporation is insolvent, other than in payment of corporate debts, or any distribution that would render the corporation insolvent is an improper distribution. A distribution made during liquidation without payment and discharge of or provision for all known debts, obligations, and liabilities is also improper. Directors present at a board meeting at which the improper action is taken are presumed to have assented, unless they dissent in writing. The written dissent must be filed with the secretary before adjournment or mailed to the secretary by registered mail immediately after adjournment.
A director is not liable if, in voting for or assenting to a distribution, the director
(1) relies in good faith and with ordinary care on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the corporation; legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or a committee of the Board of Directors of which the director is not a member;
(2) while acting in good faith and with ordinary care, considers the assets of the corporation to be at least that of their book value; or
(3) in determining whether the corporation made adequate provision for payment, satisfaction or discharge of all of its liabilities and obligations, relied in good faith and with ordinary care on financial statements or other information concerning a person who was or became contractually obligated to satisfy or discharge some or all of these liabilities or obligations. Furthermore, directors are protected from liability, if, in the exercise of ordinary care, they acted in good faith and in reliance on the written opinion of an attorney for the corporation. Directors who are held liable for an improper distribution are entitled to contribution from persons who accepted or received improper distributions knowing they were improper. Contribution is in proportion to the amount received by each such person.
2.12. Delegation of Duties. Directors are entitled to select advisors and delegate duties and responsibilities to them, such as the full power and authority to purchase or otherwise acquire stocks, bonds, securities, and other investments on behalf of the corporation; and to sell, transfer, or otherwise dispose of the corporation’s assets and properties at a time and for a consideration that the advisor deems appropriate. The directors have no liability for actions taken or committed by the advisor if the Board of Directors acts in good faith and with ordinary care in selecting the advisor. The Board of Directors may remove or replace the advisor, with or without cause.
2.13. Interested Directors. Contracts or transactions between directors, officers, or members who have a financial interest in the matter are not void or voidable solely for that reason. Nor are they void or voidable solely because the director, officer, or member is present at or participates in the meeting that authorizes the contract or transaction, or solely because the interested party’s votes are counted for that purpose. However, the material facts must be disclosed to or known by the board or other group authorizing the transaction, and adequate approval from disinterested parties must be obtained.
2.14. Actions of Board of Directors. The Board of Directors shall seek to act by consensus. However, the vote of a majority of directors present shall be sufficient to constitute the act of the Board of Directors unless the act of a greater number is required by law or these bylaws. A director who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the decision of the Board of Directors. For the purpose of determining the decision of the Board of Directors, a director who is represented by proxy in a vote is considered present. To sell, transfer, acquire or encumber capital assets of the Corporation, a vote of a two-thirds (2/3) majority of the Board of Directors shall be necessary.
2.15. Proxies. A director may vote by proxy executed in writing by the director. No proxy shall be valid after three (3) months from the date of its execution.
2.16. Compensation. A director may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a director shall be commensurate with the services performed and reasonable in amount.
2.17. Removal of Directors. The Board of Directors may vote to remove a director at any time with good cause. Good cause for removal of a director shall include the unexcused failure to attend three consecutive meetings of the Board of Directors. A meeting to consider removal of a director may be called and noticed following the procedures provided in these bylaws. The notice of the meeting shall state that the issue of possible removal of the director shall be on the agenda and the notice shall state the possible cause for removal. The director shall have the right to present evidence at the meeting as to why he or she should not be removed, and the director shall have the right to be represented by an attorney at and before the meeting. At the meeting, the Corporation shall consider possible arrangements for resolving the mutual interest of the Corporation and the director. A director may be removed by the affirmative vote of fifty percent (50%) of the Board of Directors.
2.18. Advisory Council. The Board of Directors may vote to establish an Advisory Council for Austin Zen Center. Members of an Advisory Council are to be selected by the Board of Directors, and may or may not be members of Austin Zen Center. The Advisory Council will not vote on matters affecting the Corporation, nor will its members be responsible for the operations of the Corporation. The Advisory Council will provide assistance of the type requested by the Directors, and members of the Advisory Council will serve at the pleasure of the majority of the Board. No person may be a member of both the Board of Directors and the Advisory Council.
2.19. Membership Criteria. The Board of Directors shall establish criteria for the qualification for Members of the Austin Zen Center. There shall be one level of membership with all Members having equal rights to vote on any matter subject to a vote of the membership under these bylaws. The Board of Directors may not establish changes in membership criteria in the three months prior to any Annual Meeting, if such change would affect the voting rights of existing Members. Changes in membership criteria may be established by majority vote of the Board of Directors at any other time. All Members shall be given notice of any change in the membership criteria.
3.01. Officer Positions. The officers of the Corporation shall be a president, a secretary and a treasurer. The Board of Directors may create additional officer positions, define the authority of each such position, and elect or appoint persons to fill the positions.
3.02. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers is not held at this meeting, the election shall be held as soon as possible thereafter. Each officer shall hold office until a successor is duly selected and qualified. An officer may be elected to succeed himself or herself in the same office.
3.03. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with good cause. The removal of any officer shall be without prejudice to the contract rights, if any, of the officer.
3.04. Vacancies. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the officer’s term.
3.05. President. The president shall be the chief executive officer of the Corporation. Subject to the control of the Board of Directors, the president shall supervise and control all of the business affairs of the Corporation. The president shall preside at all meetings of the Board of Directors. Upon authorization by the Board, the president may execute contracts or any other instruments. However, authorization to sell, transfer, acquire or encumber capital assets of the Corporation, shall require a vote of a two-thirds (2/3) majority of the Board of Directors pursuant to section 2.14. The president may not execute instruments on behalf of the Corporation if this power is expressly delegated to another officer or agent of the Corporation by the Board of Directors, the bylaws, or by statute. The President shall perform other duties prescribed by the Board of Directors and all duties incident to the office of president. The Board may, in advance, authorize the president to review, revise, negotiate and/or execute contracts or other instruments, in connection with specifically identified transactions or categories of transactions, without further approval by the Board. The president shall report all such transactions to the Board.
3.06. Secretary. The Secretary shall:
(a) Give all notices as provided in the bylaws or as required by law.
(b) Take minutes of the meetings of the Board of Directors and keep the minutes as part of the corporate records.
(c) Maintain custody of the corporate records and of the seal of the Corporation.
(d) Affix the seal of the Corporation to all documents as authorized.
(e) Keep a register of the mailing address of each director, officer and employee of the Corporation.
(f) Perform duties as assigned by the president or by the Board of Directors.
(g) Perform all duties incident to the office of secretary.
3.07. Treasurer. The Treasurer shall:
(a) Chair the Finance Committee, a board committee that includes at least three (3) individuals.
(b) Assist in the preparation of the budget for each fiscal year (which is the calendar year). The Board of Directors must approve the budget and any major changes to it.
(c) Submit a report at each Board meeting; and submit annual reports to the Board showing income, expenditures, and pending income.
(d) Make the organization’s financial reports available on request to members of the organization.
(e) Assist in the development of fundraising plans.
ARTICLE 4—TRANSACTIONS OF THE CORPORATION
4.01. Contracts. In addition to authorizing the president to transact business as specified in section 3.05 of these bylaws, the Board of Directors may authorize any other officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation. This authority shall be limited to specifically identified transactions or categories of transactions. Board authorization to sell, transfer, acquire or encumber capital assets of the Corporation, shall require a vote of a two-thirds (2/3) majority of the Board of Directors pursuant to section 2.14.
4.02. Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation in banks, trust companies or other depositaries that the Board of Directors selects.
4.03. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation. The Board of Directors may make gifts and give charitable contributions that are not prohibited by the bylaws, the articles of incorporation, state law, and any requirements for maintaining the Corporation’s federal and state tax status.
4.04. Potential Conflicts of Interest. The Corporation shall not make any loan to a director or officer of the Corporation. A director or officer of the Corporation may lend money to and otherwise transact business with the Corporation except as otherwise provided by these bylaws, the articles of incorporation, and all applicable laws. Such a person transacting business with the Corporation has the same rights and obligations relating to those matters as other persons transacting business with the Corporation. The Corporation shall not borrow money from or otherwise transact business with a director or officer of the Corporation unless the transaction is described fully in a legally binding instrument and in the best interests of the Corporation. The Corporation shall not borrow money from or otherwise transact business with a director or officer of the Corporation without full disclosure of all relevant facts and without approval of the Board of Directors, not including the vote of any person having a personal interest in the transaction.
4.05. Prohibited Acts. As long as the Corporation is in existence, and except with prior approval of the Board of Directors, no director or officer of the Corporation shall:
(a) Do any act in violation of the bylaws or a binding obligation of the Corporation.
b) Do any act with the intention of harming the Corporation or any of its operations.
(c) Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Corporation.
(d) Receive an improper personal benefit from the operation of the Corporation.
(e) Use the assets of this Corporation, directly or indirectly, for any purpose other than carrying on the business of this Corporation.
(f) Wrongfully transfer or dispose of Corporation property, including intangible property such as good will.
(g) Use the name of the Corporation or any substantially similar name or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation’s business.
ARTICLE 5—BOOKS AND RECORDS
5.01. Required Books and Records. The Corporation shall keep correct books and records of account. The Corporation’s books and records shall include:
(a) A file-endorsed copy of all documents filed with the Texas Secretary of State relating to the Corporation, including but not limited to, the articles of incorporation, any articles of amendment, restated articles, articles of merger, articles of consolidation and statement of change of registered office or agent.
(b) A copy of the bylaws, and any amended versions or amendments to the bylaws.
(c) Minutes of the proceedings of the Board of Directors.
(d) A list of the names and addresses of the directors and officers of the Corporation.
(e) A financial statement showing the assets, liabilities and net worth of the Corporation
(f) A financial statement showing the income and expenses of the Corporation for the four most recent fiscal years.
(g) All rulings, letters and other documents relating to the Corporation’s federal, state, and local tax status.
(h) The Corporation’s federal, state and local information or income tax returns for each of the Corporation’s four most recent tax years.
5.02. Inspection and Copying. Any director or officer of the corporation may inspect and receive copies of all books and records of the Corporation required to be kept by the bylaws. Such a person may inspect or receive copies if the person has a proper purpose related to the person’s interest in the Corporation and in the person submits a request in writing. Any person entitled to inspect and copy the Corporation’s books and records may do so through his or her attorney or other duly authorized representative. A person entitled to inspect the Corporation’s books and records may do so at a reasonable time no later than three working days after the Corporation’s receipt of a proper written request. The Board of Directors may establish reasonable fees for copying the Corporation’s books and records by members. The fees may cover the cost of materials and labor, but may not exceed 20 cents per page. The Corporation shall provide requested copies of books or records no later than three working days after the Corporation’s receipt of a proper written request.
ARTICLE 6—FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January and end on the last day in December in each year.
7.01. When Indemnification is Required, Permitted, and Prohibited.
(a) The Corporation shall indemnify a director, officer, employee, or agent of the Corporation who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation. For the purposes of this article, an agent includes one who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise. However, the Corporation shall indemnify a person only if he or she acted in good faith and reasonably believed that the conduct was in the Corporation’s best interest. In a case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Corporation shall not indemnify a person who is found liable to the Corporation or is found liable to another on the basis of improperly receiving a personal benefit. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted.
(b) The termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Corporation.
(c) The Corporation shall pay or reimburse expenses incurred by a director, officer, employee, or agent of the Corporation in connection with the person’s appearance as a witness or other participation in a proceeding involving or affecting the Corporation when he person is not a named defendant or respondent in the proceeding
(d) In addition to the situations otherwise described in this paragraph, the Corporation may indemnify a director, officer, employee, or agent of the Corporation to the extent permitted by law. However, the Corporation shall not indemnify any person in any situation in which indemnification is prohibited by the terms of paragraph 7.01(a), above.
(e) Before the final disposition of a proceeding, the Corporation may pay indemnification expenses permitted by the bylaws and authorized by the Corporation. However, the Corporation shall not pay indemnification expenses to a person before the final disposition of a proceeding if: the person is a named defendant or respondent in a proceeding brought by the Corporation or the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct.
(f) If the Corporation may indemnify a person under the bylaws, the person may be indemnified against judgments, penalties, including excise and similar taxes, fines, settlements, and reasonable expenses (including attorney’s fees) actually incurred in connection with the proceedings. However, if the proceeding was brought by or on behalf of the Corporation, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.
7.02. Procedures Relating to Indemnification Payments.
(a) Before the Corporation may pay any indemnification expenses (including attorney’s fees), the Corporation shall specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in paragraph 10.02(c) below. The Corporation may make these determinations and decisions by any one of the following procedures:
(i) Majority vote of a quorum consisting of directors who, at the time of the vote, are not named defendants or respondents in the proceeding.
(ii) If such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding.
(iii) Determination by special legal counsel selected by the Board of Directors by vote as provided in paragraph 10.02(a)(i) or 10.02(a)(ii), or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors.
(b) The Corporation shall authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination of reasonableness of expenses shall be made in the manner specified by paragraph 7.02(a)(iii), above, governing the selection of special legal counsel. A provision contained in the articles of incorporation, the bylaws, or a resolution of members or the Board of Directors that requires the indemnification permitted by paragraph 7.01, above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.
(c) The Corporation shall pay indemnification expenses before final disposition of a proceeding only after the Corporation determines that the facts then known would not preclude indemnification and the Corporation received a written affirmation and undertaking from the person to be indemnified. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment shall be made in the same manner as a determination that indemnification is permissible under paragraph 7.02(a), above. The person’s written affirmation shall state that he or she has met the standard of conduct necessary for indemnification under the bylaws. The written undertaking shall provide for repayment of the amount paid or reimbursed by the Corporation if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking shall be an unlimited general obligation of the person, but it need not be secured and it may be accepted without referenced to financial ability to make repayment.
8.01. Notice by Mail. Any notice required or permitted by the bylaws to be given to a director or officer of the Corporation may be given by electronic mail, by fax, or by United States mail. If United States mail is used, a notice shall be deemed to be delivered when deposited in the United States mail addressed to the person at his or her address as it appears on the records of the Corporation, with postage prepaid. A person may change his or her address by giving written notice to the secretary of the Corporation.
8.02. Signed Waiver of Notice. Whenever any notice is required to be given under the provisions of the Act or under the provisions of the articles of incorporation or the bylaws, a waiver in writing signed by a person entitled to receive notice shall be deemed equivalent to the giving of the notice. A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived.
8.03. Waiver of Notice by Attendance. The attendance of a person at a meeting shall constitute a waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
ARTICLE 9—SPECIAL PROCEDURES CONCERNING MEETINGS
9.01. Meeting by Telephone. The Board of Directors may hold a meeting by telephone conference-call procedures in which all persons participating in the meeting can hear each other. The notice of a meeting by telephone conference must state the fact that the meeting will be held by telephone as well as all other matters required to be included in the notice. Participation of a person in a conference-call meeting constitutes presence of that person at the meeting.
9.02. Decision Without Meeting. Any decision required or permitted to be made at a meeting of the Board of Directors may be made without a meeting. A decision without a meeting may be made if: (1) a written consent to the decision is signed by a majority of the persons entitled to vote on the matter; or (2) a written consent is affirmed by electronic mail by a majority of the persons entitled to vote on the matter. The original signed consents or copies of the consenting electronic mail messages shall be kept with the Corporation’s records.
9.03. Voting by Proxy. A person who is authorized to exercise a proxy may not exercise the proxy unless the proxy is delivered to the officer presiding at the meeting before the business of the meeting begins. The secretary or other person taking the minutes of the meeting shall record in the minutes the name of the person who executed the proxy and the name of the person authorized to exercise the proxy. If a person who has duly executed a proxy personally attends a meeting, the proxy shall not be effective for that meeting. A proxy filed with the secretary of other designated officer shall remain in force and effect until the first of the following occurs:
(a) An instrument revoking the proxy is delivered to the secretary of other designated officer.
(b) The proxy authority expires under the terms of the proxy.
(c) The proxy authority expires under the terms of the Bylaws.
ARTICLE 10—AMENDMENTS TO BYLAWS
The bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the Board of Directors. The notice of any meeting at which the bylaws are altered, amended, or repealed, or at which any new bylaws are adopted shall include the text of any existing provisions proposed to be altered, amended, or repealed, and the text of the proposed changes. Alternatively, the notice may include a fair summary of those provisions.
ARTICLE 11—MISCELLANEOUS PROVISIONS
11.01. Legal Authorities Governing Construction of Bylaws. The bylaws shall be construed in accordance with the laws of the State of Texas. All references in the bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.
11.02. Legal Construction. If any bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not be construed as if the invalid, illegal, or unenforceable provision had not been included in the bylaws.
11.03. Headings. The headings used in the bylaws are used for convenience and shall not be considered in construing the terms of the bylaws.
11.04. Gender. Wherever the context requires, all words in the bylaws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.
11.05. Seals. The Board of Directors may provide for a corporate seal. Such a seal would consist of two concentric circles containing the words “Austin Zen Center” and “Texas,” in one circle and the word “Incorporated” together with the date of incorporation of the Corporation in the other circle.
11.06 Power of Attorney. A person may execute any instrument related to the Corporation by means of a power of attorney if any original executed copy of the power of attorney is provided to the secretary of the Corporation to be kept with the Corporation records.
11.07 Parties Bound. The bylaws shall be binding upon and inure to the benefit of the directors, officers, employees, and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the bylaws.
11.08 Elders Advisory Council. This council will be established in an effort to better support the community in making the best decisions possible when matters of religious leadership or questions of Zen practice are to be reviewed.
Section 1. The Elders Advisory Council provides continuity of religious leadership. It meets periodically to reflect on the health of Austin Zen Center practice and to respond to practice and administrative questions. For the purposes of this document the most senior Head Priest or most senior religious leader at AZC, will be referred to as the Head Teacher regardless of their position. The Elders Advisory Council reviews and proposes candidates for Head Teacher at Austin Zen Center, and refers such candidate(s) to the AZC Board. The Elders Advisory Council also may recommend the removal of a Head Teacher at Austin Zen Center.
Section 2. The Elders Advisory Council will use a unity process in proposing a candidate. The process may include a vote. Any such vote to recommend a candidate must pass by at least two thirds (2/3) of the entire Elders Advisory Council. Should the AZC Board reject a candidate, the Elders Advisory Council will reconsider and either send the same or a different candidate to the AZC Board. Should the Board twice reject a candidate, the Elders Advisory Council will propose a different candidate. This process will continue until a Head Teacher is chosen. The Council will function in like manner regarding reappointment of a Head Teacher. Should there arise the need to consider removal of a Head Teacher, the Elders Advisory Council shall notify all members of the AZC Board of Directors in writing of such a proposal, at least 30 days before a meeting to discuss it. The Elders Advisory Council shall then meet and may recommend removal only if two thirds (2/3) of the entire Elders Advisory Council votes for such removal. The Head Teacher who is the subject of removal shall be heard, but shall not vote at a meeting to consider her/his removal.
Section 3. Members of the AZC Elders Advisory Council will consist of the AZC Head Teacher and six individuals, two from AZC, two from associated Zen centers located in Texas, and two from the SFZC membership. All members of the Elders Advisory Council will be selected from those who have practiced in the Suzuki Roshi lineage. The AZC members, and local Texas members, will be selected from those who have practiced for at least ten years and completed at least two practice periods. SFZC members will be selected from those who have practiced for at least twenty years, and completed at least four practice periods at Tassajara and been Shuso or Head Student. The Elders Advisory Council may waive any of these requirements by unanimous vote. Initial membership of the Elders Advisory Council will be determined by a vote of the AZC Board of Directors after consultation with the AZC membership, local Texas centers and members of the SFZC Elders Council. The Elders Advisory Council shall determine subsequent membership, associated terms of office and the actual makeup of the Elders Advisory Council, after consultation with the AZC Board of Directors.
Section 4. A further function of the Council is to be a resource for advice in unusual practice or administrative issues that may arise at Austin Zen Center. Either the Head Teacher, Practice Committee or the AZC Board may consult the Elders Advisory Council to advise. This is meant especially for unusual and tricky issues when there is difficulty seeing the path forward, or to help determine a more skillful resolution.
Section 5. The Elders Advisory Council will have at least two scheduled meetings, or conference calls, per year. One of the annual meetings will include a review of the state of the Austin Zen Center. Additional meetings will occur only as needed and called upon.
CERTIFICATE OF SECRETARY
I certify that I am the acting secretary of Austin Zen Center and that the foregoing Bylaws constitute the Bylaws of the Corporation. These Bylaws were duly adopted at a meeting of the Board of Directors held on the 27th of June, 1999, amended at a meeting of the Board of Directors held on May 20, 2003, September 17, 2012, and on January 18, 2018.
DATED: January 18, 2018
Eric Travis, Secretary of the Corporation