BYLAWS OF DHARMAWHEELS FOUNDATION (Version 1.2)
(Amended and adopted July 16, 2012)
Article 1 – Name
The name of this corporation is DharmaWheels Foundation.
Article 2 – Principal Office
The principal office of the corporation shall be located at such a place within the State of California, as the Board of Directors shall determine. The Board is granted full power and authority to change the principal office from one location to another within the state of California.
Article 3 – Purpose
The corporation is organized for one or more of the charitable, educational, and religious purposes specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
Specific Purpose. The specific purpose of the corporation shall be to advance the study of Buddhism and Buddhist teachings through lectures, seminars, meditation practice, and public service. As part of its public service, the corporation will sponsor pilgrimages to various Buddhist oriented sites with focus on using the bicycle as a mode of conveyance to these sites.
Article 4 – Members
Membership shall consist only of the members of the Board of Directors.
Article 5 – Meetings
Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors, to be held in the month of January at an agreed upon time and place.
Special Meetings. Special meetings may be called by the President or by any two members of the Board of Directors, to be held at an agreed upon time and place.
Notice. Notice of each meeting shall be given to each member of the Board of Directors by email not less than 10 days before the meeting.
Quorum. A quorum shall consist of at least fifty (50) percent of the Board members before business can be transacted or motions made or passed.
Attendance. Directors may attend in person or via teleconference.
Article 6 – Board of Directors
The corporation shall have no fewer than three (3) and no more than fifteen (15) members. The members will receive no compensation for serving on the Board of Directors. The Board is responsible for overall policy and direction of the corporation, and delegates operations to the President of the Board and committees.
Elections of new Directors or election of current Directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors shall be elected by a majority vote of those present.
All Board members shall serve one-year terms, but are eligible for re-election.
There shall be four officers of the Board consisting of a President, Vice-President, Treasurer and Secretary. The duties are as follows:
The President shall convene and preside at each regularly scheduled Board meeting.
The Vice-President will chair committees on special subjects as designated by the Board.
The Treasurer shall make a report at each Board meeting and be the chair of the Finance Committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
The Secretary shall be responsible for keeping records of the Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring corporate records are maintained.
Officers shall be nominated by any Board member and elected at the annual meeting of the Board by a majority of those present.
When a vacancy on the Board exists, nominations for new members may be made from present Board members. These nominations shall be sent out to Board members by the Secretary with the regular Board meeting announcement, and to be voted on at the next scheduled Board meeting.
Board members or officers may be removed by a majority vote of at least three-fifths of those present at any Board meeting.
Article 7 – Committees
The Board may create committees as needed and appoints all committee chairs.
The Finance Committee shall be chaired by the Treasurer. The Finance Committee shall be in-charge of: (1) custody of all funds of the corporation, and will deposit all such funds in a bank account as shall be selected by the Board, (2) receipt of monies due and payable to the corporation from any source, (3) disbursement of funds of the corporation, (4) maintain the accounts and records of the corporation’s assets, liabilities, receipts, disbursements, (5) prepare books of accounts and financial records and make such records (including a listing of all receipts and expenditures for the past quarter) available to the Board of Directors at each Board meeting, calendar quarter, and annually.
The fiscal year of the corporation shall be the calendar year. Annual reports are required to be submitted to the Board showing income and expenditures. The financial records of the corporation are public record and shall be made available to the public.
There shall be no compensation for serving on any committee(s).
Article 8 – Fiscal Year
The fiscal year of the corporation shall be the calendar year. Annual reports are required to be submitted to the Board showing income and expenditures. The financial records of the corporation are public record and shall be made available to the public.
Article 9 – Internal Revenue Code 501(c)(3) Tax Exempt Provisions
No substantial part of the activities of this corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, or participation in any political campaign, or in opposition to any candidate for public office. This corporation shall not engage in any activities not permitted to be carried out by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.
No part of the earnings of this corporations shall inure to the benefit of, or be distributable to, its members or persons serving on any committee.
Upon dissolution of this corporation, its remaining assets after payment, or provision of payment, of all debts and liabilities shall be distributed to one or more exempt organizations within the meaning of Section 501(c)(3) of the Internal Revenue Code.
Article 10 – Amendment of Bylaws
These Bylaws can only be amended when necessary by a three-fifths majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
The undersigned are all members of the Board of Directors of DharmaWheels Foundation, and we consent to, and hereby adopt the foregoing Bylaws.
Signed: ____________________ Date:_________ Print:_____________________
Signed: ____________________ Date:_________ Print:_____________________
Signed: ____________________ Date:_________ Print:_____________________
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Amendment History
(Amendment 1.1) Date: Apr 9, 2009. Submitted by Dennis Crean.
(Amendment 1.2) Date: July 16, 2012. Submitted by Hime Levine.
The Board of Directors discussed and approved a change in our bylaws to split the duties of the Secretary and Treasurer into two separate entities. As of this date, each function, one person for Treasurer and one person for Secretary will be held by a different Board Member. Additionally, the majority votes to amend the bylaws was changed from two-thirds to three-fifths since there are currently five Members on the Board. The language in the Bylaws now known as Version 1.2 has been revised to reflect these changes.