The following resolution amending the Bylaws of Ancient Dragon Zen Gate NFP are adopted by the Board of Directors:
- Article 3 Section 3(g) of the Bylaws is amended and restated as follows:
(g) Call for and hold meetings of the Participants (as defined hereafter), as appropriate;
2. Article 3 Section 5 of the Bylaws is amended and restated as follows:
SECTION 5. ELECTION OF DIRECTORS
Directors shall be elected by Supporters of Ancient Dragon Zen Gate as follows:
Supporters, as defined in these Bylaws, shall elect Directors, except as otherwise provided in these Bylaws. The election shall be held at a time determined by the Board of Directors and the vote shall be by written ballot. Supporters shall elect the number of Directors sufficient to fill all vacancies.
Directors must be elected from a slate of nominees prepared by the Board of Directors. Any Supporter wanting to become a Director can self-nominate in accordance with these Bylaws by sending a written notice or electronic notice of his or her intention to the Secretary of the Board. The Board will consider self-nominees and candidates they wish to nominate.
A Supporter is eligible to stand for election as a Director if they (a) have been a Supporter for the three months preceding the election and have fulfilled all monthly and quarterly pledges falling due through the month preceding the month in which the election is held; (b) have been a Supporter who has fulfilled a pledge to make annual donations for at least two years, including during the calendar year of the election, or (c) have given $500 or more in the current calendar year. Additionally, a Friend can be nominated to stand for election as a Director by a current or exiting board member and can stand for election to the Board of Directors, provided that the Friend must must commit that, if elected to the Board, they shall become a Supporter, and they must commence payment to Ancient Dragon promptly following election to the Board of (i) any monthly or quarterly recurring payments or (ii) annual recurring donations of at least $500. .
The slate of candidates will be mailed or delivered by electronic transmission to the Supporters eligible to vote, along with a written ballot. The Board of Directors shall establish a date for the election, determine when the Supporter list shall be closed before the election, and determine when the written ballots must be received to be counted.
3. Article 3 Section 8 of the Bylaws is amended and restated as follows:
SECTION 8. REGULAR AND SPECIAL MEETINGS
Regular meetings of Directors shall be held at least three times a year. The president or any two members of the Board of Directors may call special meetings. Each Director must be notified by first-class mail or in person or by telephone, including a voice messaging system, or by electronic transmission by the Corporation, of all meetings at a reasonable time prior to such meetings. Directors may attend and participate in meetings by teleconference or videoconference and (a) will, in such cases, be included in the count of Directors present for purposes of determining a quorum and (b) vote or take any other action of a Director as if physically present at a meeting.
4. Article 4 Section 2 of the Bylaws is amended and restated as follows:
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any person who is a Supporter of the Corporation may serve as an officer of this Corporation. In addition, a Friend may serve as an officer if they agree to become a Supporter and agree to commence payment promptly following election of recurring monthly and quarterly donations or recurring annual donation of at least $500.00. Officers shall be elected by the Board of Directors, at any time, except for the Temple Director, who will be appointed by the Dharma Teacher. Officers shall hold office for a term of three years or (a) until such later time as their successor shall be elected and qualified, whichever occurs or (b) until such earlier time as they resign or are removed or are otherwise disqualified to serve, . An officer is a voting member of the Board of Directors.
5. Article 4 Section 5 of the Bylaws is amended and restated as follows:
SECTION 5. DUTIES OF PRESIDENT
The President shall be the Chief Executive officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the officers. The President shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors. If applicable, the President shall preside at all meetings of the Supporters. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, the President shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
6. Article 5 Section 6 is amended and restated as follows:
SECTION 6. QUORUM
Unless otherwise provided in the resolution of the Board of Directors designating a committee, advisory board, or commission, a majority of the whole committee, advisory board, or commission shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee, advisory board, or commission. Members may attend and participate in meetings by teleconference or videoconference and will, in such cases, be included in determining quorum and requirements, and vote or take any other action of a member of the committee, advisory board, or commission.
7. Article 12 Sections 1-5 are amended and restated as follows:
SECTION 1. DETERMINATION OF PARTICIPANTS
Individuals who support and uphold the purpose, ideals, and values of Ancient Dragon Zen Gate are eligible to participate in the activities of Ancient Dragon Zen Gate as Friends, Volunteers and Supporters of this Corporation (“Participants”).
SECTION 2. CLASSES OF PARTICIPATION
Ancient Dragon Zen Gate shall have three types of Participants:
- Volunteers, and
- A Friend is anyone who participates in the practice and community of Ancient Dragon Zen Gate and identifies themselves as a Friiend. There is no monetary requirement to be a FriendMember.
- A Volunteer is a Member or Supporter who wants to be available to assist in temple projects as needed, and who provides their contact information for this purpose. The nature of this volunteering may include, without limitation, participation in the doanryo or work practice.
- A Supporter is-anyone who makes financial contributions to Ancient Dragon Zen Gate in accordance with this subsection (c). A Supporter must (i) pledge to make fulfill monthly, quarterly, or annual recurring monetary donations and must fulfill such obligations orii) donate $500 or more to Ancient Dragon Zen Gate during a calendar year.
SECTION 3. QUALIFICATIONS
A Supporter: may (a) vote in the circumstances specified in these Bylaws, (b) self nominate for election as a Director or officer, or (c) serve as a Director or officer if elected in accordance with these Bylaws.
SECTION 4. GENERAL MEETINGS
General meetings of Ancient Dragon Zen Gate shall be held at least once a year.
SECTION 5. DETERMINATION OF SUPPORTERS
Supporters shall be determined by the Treasurer and Secretary for the purposes of determining voting rights in the circumstances specified in these Bylaws, and to determine eligibility to be a Director.
The undersigned attests that the foregoing resolutions were adopted by a majority of the Directors of Ancient Dragon Zen Gate NFP present at a duly called meeting of the Board at which a quorum was present.
Dylan Toropov – Secretary, Ancient Dragon Zen Gate NFP