By-Laws
Hindu Temple Limited
Omaha, Nebraska
Revised June 24, 2001
Article I: Purpose
The purpose for which the Corporation is formed shall be:
- To promote and practice ideals of Hindu and Hindu based religion through worship, education and teaching,
- To strive for spiritual richness and human excellence through assimilation of values in Hindu scriptures into daily lives, and
- To recognize and respect other religions and belief systems in their proper context.
Section 1.2 Powers and Limitations
The Corporation shall have and may exercise all powers allowed under the Nebraska Non-Profit Corporation Act, subject only to following limitations:
- Public Purpose: The Corporation is organized to serve public and community interests. Accordingly, it shall not be operated for the benefit of private interest, such as contributors or shareholders of the Corporation, or persons vested directly or indirectly by such private interests.
- Accumulation of Income: The Corporation shall not unreasonably accumulate income within the meaning of Section 504 of the Internal Revenue Code as now in force or later amended.
- Trade or Business: The Corporation shall not be operated for the purpose of carrying on a trade or business for profit except for charitable fund raising as defined in Section 513 of the Internal Revenue Code as now in force or afterwards amended.
- Distribution of Earnings: No part of the earnings or other property received by the Corporation from any source shall be used to the benefit of or be distributed to any of its members, Board of Trustees, officers, or other private persons, except that the Corporation may decide to pay reasonable compensation for services rendered by individuals, organizations or entities, and make payments and distributions in furtherance of purposes herein set forth.
- Distribution of Assets on Dissolution: Upon dissolution of the Corporation and as determined by the Board of Trustees with the advice of the Executive Committee, its remaining assets, if any, shall be distributed to one or more organizations chartered and operated exclusively for religious, charitable or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code as now in force or afterwards amended. Any such assets not so distributed, shall be distributed by the County Court of the County in which the registered office is then located, to another organization which in the judgment of the court shall best accomplish the purposes that are consistent with the purposes for which the Corporation was formed.
- Specific Restrictions: No non-vegetarian food(s) or alcoholic beverage(s) of any nature shall be allowed at the Temple premises at any time or for any reason. Smoking shall not be permitted on the premises of the Temple.
Article II: Offices
The principal office of the Corporation shall be located at 13010 Arbor Street, Omaha, NE 68144. The Corporation may from time to time have such other offices, either within or without the State of Nebraska, as designated by the Board of Trustees, or as dictated by the business of the Corporation.
The Corporation, however, shall at all times maintain a registered office in the State of Nebraska, as well as a registered agent whose office location shall be identical with the registered office. The registered office of the Corporation may be, but need not be identical with the principal office in the State of Nebraska. The address of the registered office may be changed from time to time by the Board of Trustees.
The federal identification number of this Corporation shall be: 47 - 0758522 The Nebraska identification number shall be: 35 - 7150326 And the sales tax exemption identification number shall be: 05 -715032.
Article III: Membership
Section 3.1 Eligibility:
Any one who wishes to share Hindu faith may become a member of the Congregation.
Section 3.2 Class of Members:
The Corporation shall have two classes of membership: Patron members and Auxiliary members.
Members known as Trustees shall henceforth be known as Patron members.
A. The class of patrons shall be the person who donated at least 1000 dollars ($1000) or more in lump sum for the initiation of the Hindu Temple or during such period as determined by the Board of Trustees. Any member who contributed said amount prior to June 30, 2001 shall be entitled to two patron members in the family. Effective July 1, 2001, the person who contributes $1000 or more in lump sum, shall become a patron member unless he/she designates another person(s) for such membership, and or chooses not to become a patron member. Such Patron member shall acquire the status of life members of the Corporation.
B. The class of Auxiliary members shall consist of any member who shares the beliefs, promotes the objectives of the Hindu Temple and is willing to make appropriate commitment and contribution to the purposes for which the Corporation is organized.
Article IV: Governance
Section 4.1 General Assembly - Membership and Duties:
The overall governance of the Corporation shall be vested in the Patron members, and the members of the Board of Trustees and the Executive Committee who shall constitute the General Assembly. The Assembly shall meet at least once a year for the purpose of:
A. Electing officers and members of the Board of Trustees who shall be responsible for the overall management of the Corporation.
B. Electing officers and members of the Executive Committee, which shall be responsible for the operational management of the Temple.
C. Transacting any other business as may be brought before them.
Section 4.2 Annual Meeting:
The annual meeting of the General Assembly shall be held at least once each year at a place decided by it or by the Board of Trustees. The meeting shall be open to all members of the Congregation, however, only the Patron members and the current members of the Board of Trustees and the Executive Committee shall have the right to vote.
Section 4.3 Special Meetings:
Special meetings of the General Assembly may be called by a majority of Board of Trustees or upon the written request of at least twenty-five percent (25%) of the voting members of the General Assembly made to the Chairperson of the Board of Trustees.
Section 4.4 Notice of the Meeting:
Written or printed notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten
(10) days or more than fifty (50) days before the date of the meeting, either personally or by mail to all voting members of the General Assembly. If mailed, such notice shall be considered delivered when deposited in the United States mail and addressed to such members at their addresses as it appears on the records of the Corporation, with postage thereon paid.
Section 4.5 Quorum:
At all general or special meetings of the General Assembly, twenty-five percent (25%) of the total voting membership shall constitute a quorum.
Section 4.6 Voting:
A voting member of the General Assembly shall be 18 years of age or older, and is entitled to one vote on each matter submitted to a vote. The votes shall be cast orally unless a majority of voting members present at the said meeting shall determine that the vote be cast by secret ballot.
Section 4.6 A Absentee Votes
Voting shall be by personal attendance at the General Assembly meeting. Absentee votes may be cast by patron members in writing and must be received prior to the General Assembly meeting.
Section 4.7 Organization:
The chairperson of the Board of Trustees or his/her designee shall call meetings of the general assembly to order and shall act as chairperson of such meeting(s), unless otherwise determined by a majority of all voting members present in person.
Article V: Management
Section 5.1 Board of Trustees: Composition and Term The overall management of the Corporation shall be vested in a Board of Trustees, to be elected by the General Assembly. The Board shall consist of a minimum of five (5) and maximum of eleven (11) members. It shall have a chairperson, a vice chairperson, a secretary, the President of the Executive Committee or his/her designee, the immediate past chairperson of the Board, and a maximum of six other persons elected to the Board by the general assembly. The officers (other than the chairperson) and members of the Board shall be elected from among the patron and non-patron (Auxiliary) members if nominated by the Nominating Committee per Section 6.3. The chairperson shall be nominated and elected from among the patron members. The term of the officers of the Board shall be for one year renewable, but not to exceed two consecutive full terms. The term of the members elected shall be for two years staggered, and one half (three) members shall be elected for a two-year term each year. At no time, the number of non-patron members on the Board of Trustees shall exceed one-third (or four) of its total membership.
The Board shall meet at least four times a year, or more often as determined by it.
Section 5.2 General Powers: The business and affairs of the Corporation shall be managed by the Board of Trustees. All the rights, powers, duties and responsibilities relative to the management and control of the Corporation’s property and affairs are vested in the Board of Trustees for the benefit of Corporation. These powers exist in the Board as a group and not in an individual. The Board has a duty to exercise reasonable care and prudence in managing the affairs of the Corporation. The Board may make rules for the conduct of its own meetings and in the absence of any such rules, the meetings shall be conducted according to the Robert’s Rules of Order. Any such rules inconsistent with these Bylaws and the Articles of Incorporation shall not be valid. Without limiting the general powers, the Board of Trustees shall have the following specific powers and responsibilities:
- To accept at its discretion all gifts, bequests and donations, in cash or in kind, provided that any such gifts, bequests or donations, which the donor makes, are unrestricted. In case of restrictions, the Board may reject the gift(s) if such restrictions are not in the best interests of the Corporation. Further, the wishes of any donor regarding the use of their donations shall, at the discretion of the Board, be accepted and honored, to the extent possible as long as such wish does not conflict with the purposes of the Corporation.
- To approve annual budget as recommended by the President and the Executive Committee.
- To approve capital construction projects and budgets with the advice of the President and the Executive Committee.
- To borrow money and incur indebtedness for the purposes of the Corporation and to execute instruments of hypothecation of assets.
- To sign any deeds, mortgages, bonds, contracts or other instruments with the secretary or any other officer of the Corporation authorized by the Board.
- To maintain an alphabetically arranged list of all Patron and current voting members and their addresses on file at the Office of the Corporation and at such other locations as the Board of Trustees may from time to time determine. Such list shall be updated at least annually and shall be available for inspection by any member.
- To make a report to the General Assembly at its annual meeting about the financial and operational status of the Corporation.
Section 5.3 Grievances The chairperson of the Board of Trustees is authorized to appoint an ad-hoc committee in consultation with the president of the Executive Committee to handle on a case-by-case basis any serious grievance against an officer or elected member. The Committee must investigate the matter, and make recommendation for action to the General assembly. Any punitive action against an officer or member must be approved by two-third vote of the General Assembly.
Article VI: Operations
Section 6.1 Officers and Executive Committee The general control and operational management of the Temple shall be vested in the Office of the
President who shall act on the advice and consent of an Executive Committee.
The Officers of the Executive Committee of the Corporation shall be:
President
Vice President,
Secretary,
Assistant Secretary,
Treasurer, and
Assistant Treasurer.
The term of the officers shall be one year renewable but not to exceed two consecutive full terms.
The officers (other than the president) shall be elected from among the patron and non-patron
members if nominated by the Nominating Committee per Section 6.3. The president shall be
nominated and elected from among the patron members.
Section 6.2 Executive Committee: Number, Tenure and Qualifications The Executive Committee shall consist of not less than thirteen (13) and not more than twenty-three
(23) members or as prescribed from time to time by the General Assembly at its annual meeting. It shall consist of the Officers of the Corporation, six members elected at-large at the annual meeting of the General Assembly, the Chairperson(s) of the standing committees, and the immediate past president of the Executive Committee. The Temple priest, if any, shall be the ex-officio member of the Executive Committee.
The terms of the six Executive Committee members elected shall be two years staggered. Each year, one half (three) members shall be elected for a two year term.
The chairperson(s) of the standing committee(s) shall be appointed by the President of the Executive Committee. The President may appoint non-patron members as chair(s) of the standing committee(s), however, at no time, the number of non-patron members on the Executive Committee shall exceed one-third (or eight) of its total membership.
Section 6.3 Nominations and Elections: Nominations for the officers and members of the Board of Trustees and the Executive Committee shall be made by a nominating committee. The chairperson of the Board of Trustees shall call the immediate past President of the Executive Committee to form the nomination committee at least ninety (90) days prior to the annual meeting of the General Assembly. The Committee shall consist of at least five (5) members, and shall include the immediate past chairperson of the Board of Trustees.
The immediate past president of the Executive Committee shall be the chairperson of the Nomination Committee. The Nomination Committee shall:
- (i)
- Solicit nominations at least sixty (60) days prior to the annual meeting of the General Assembly, from the congregation. Any member of the congregation may nominate himself/herself or others to the committee, giving reasons why the nominee meets the qualifications for either the Auxiliary or Patron membership requirements under article 3.2 A and B:
- (ii)
- Any person may submit his/her name as a write-in candidate for any position. The write-in petition must be supported by at least ten (10) patron members.
(iii) The Committee shall present a slate of candidates and the names of write-in candidates to the Board of Trustees and the Executive Committee at least thirty (30) days prior to the annual meeting of the General Assembly. If the slate of nominees includes non-patron members, such persons shall be approved by a majority of the Executive Committee.
- (iv)
- Upon approval of the auxiliary member nominations by the Executive Committee, the slate and the names of write-in candidates shall be made known to the congregation at least ten (10) days prior to the annual meeting and prior to bringing it to a vote in the General Assembly meeting.
- (v)
- The floor will not be open for additional nominations at the time of election.
Election of officers and members of the Board of Trustees and the executive committee shall be held at the annual meeting of the General Assembly, and the officers so elected shall take office on July 1 of that year.
Section 6.4 Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by a majority vote of the Executive Committee for the unexpired period of the term.
Section 6.5 President: The President shall be the principal executive officer of the Corporation, and subject to the consent of the Executive Committee, shall in general supervise and control the operational affairs of the Temple. He/she shall preside at all meetings of the Executive Committee and shall be a member of the Board of Trustees. He/she along with the Secretary, may sign any deeds, contracts or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board or the Bylaws to some other officer or agent of the Corporation. In general, the president shall perform all duties incident to the Office of the President including presenting annual budget for approval of the Board of Trustees.
The President shall be the registered agent of the Corporation.
Section 6.6 Vice-President: In the absence of the President, the Vice-President shall preside over all the regular and special meetings of the Executive Committee, and shall perform all duties incident to the Office of the President.
Section 6.7 Secretary: The secretary shall keep the minutes of all the meetings of the Executive Committee and the meeting(s) of the general assembly in books provided for that purpose. He/she shall attend to the giving and receiving of all notices of the Corporation and such other books and papers as the Board of Trustees may direct. Such notices and minutes shall be open to examination of any member(s) upon application at the office of the Corporation. Minutes of all the meetings of the Executive Committee shall be distributed to its members.
The Assistant Secretary shall perform duties delegated to him/her by the Secretary.
Section 6.8 Treasurer: The treasurer shall have custody and keep account of all money, funds and property of the Corporation, unless otherwise determined by the Board of Trustees. He/she shall render such accounts and present such statements to the Board of Trustees, President, and the Executive Committee as may be required of him/her. The treasurer shall deposit all funds of the Corporation received by him/her in such bank(s) as the President with the consent of the Executive Committee may designate. He/she shall keep the bank accounts in the name of the Corporation, and shall make available for viewing the books and accounts at all reasonable times to any member upon application at the Office of the Corporation. The treasurer shall pay out the money as the purposes may require upon the order of the properly constituted officer(s) of the Corporation, taking proper vouchers thereof. The president with the consent of the Executive Committee shall have power by resolution to delegate any of the duties of the treasurer to other officer(s) and may require all bills, notes, checks, vouchers, orders or other instruments to be countersigned.
The Assistant Treasurer shall assist the Treasurer and carry out duties as delegated by the Treasurer.
Section 6.9 Meetings and Quorum: The executive Committee shall meet as needed but not less than every two months. A simple majority of the Executive Committee membership shall constitute a quorum.
The act of the majority of the Committee members present at the meeting, at which a quorum is present, shall be the act of the Executive Committee.
The Committee may by a majority vote adopt operational policies and procedural rules for the efficient management of the affairs of the Temple and for other standing committees.
Section 6.10 Resignation and Removal: An elected member or an officer may resign at any time by delivering a written resignation to the President. The acceptance of any such resignation shall be necessary to make the above resignation effective. An elected officer who shall have three unexcused absences shall be considered to have resigned and such position shall be deemed vacant. An elected officer or member may be removed at any time by a vote of two-thirds of the members present at a duly called meeting of the Executive Committee.
Section 6.11 Standing Committees: In addition to the Executive Committee, there may be other standing committees as determined by the President with the advice of the Executive Committee, and as necessary for the proper functioning of the Temple.
Each committee may consist of three or more members of the congregation, and the chairperson shall be a Patron or Auxiliary member. The chairperson of the standing committee(s) shall be appointed by the President, and the chairperson(s) may appoint the standing committee members. The committee(s) shall meet as determined by the chairperson.
Section 6.12 Duties and Responsibilities of Chairperson(s) of the Standing Committee(s): Attend all meetings of the Executive Committee or designate a committee member to attend the Executive Committee meetings when the chairperson is unable to attend in person.
Ensure (in cooperation with the Facilities Management Committee, if any) that Temple premises are clean and well secured before leaving the Temple after temple activities.
Maintain a current Committee membership roster and minutes of each of its meetings, and provide a copy of the minutes to the secretary or president of the Executive Committee.
Has the authority to spend a certain dollar amount approved by the Executive Committee for each committee activities? Report such expenditure to the Executive Committee on a quarterly basis.
Three unexcused absences of Executive Committee meetings shall be grounds for choosing another chairperson or formal removal from the Executive Committee.
Article VII : Corporate Acts Section 7.1 Contracts with Officers and Members of the Corporation No officer or member of the Board of Trustees and the Executive Committee of the Corporation shall be interested directly or indirectly in any contract relating to the operations conducted by it, nor in any contract for furnishing services or supplies to it, unless such contract is authorized by a majority of the Board of Trustees or the Executive Committee at a meeting at which the presence of such officer or member is not necessary for such authorization, and the nature of such interest is fully disclosed or known to the Board of Trustees and the Executive Committee at the meeting at which the contract is awarded.
Section 7.2 Indemnification of Officers and Members: Any person (or his/her estate) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he/she is or was an officer or member of the Corporation shall be indemnified by the Corporation against any liability and reasonable expense (including attorney’s fees) incurred by him/her in connection with the defense or settlement of such action, except in relation to matters as to which it shall be adjudged by the court that such officer or member is liable for negligence or misconduct in the performance of his/her duties. Such right of indemnification shall not be deemed exclusive of any rights to which such officers or members may be entitled apart from this Article.
Article VIII: Fiscal Year
The fiscal year of the Corporation shall be July 1 to June 30 of the following year.
Article IX: Waiver of Notice
Whenever any notice is required to be given to any member of the Corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of the Nebraska Non-profit Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article X: Amendments These ByLaws may be altered, amended or repealed, and new By-Laws may be adopted by a majority vote of the general assembly at any regular or special meeting called by the Board of
Trustees. A summary of such proposed alterations, amendments or repeals shall be submitted to each member of the General Assembly at least ten (10) days prior to such meeting.
It is hereby certified that these amended ByLaws were adopted by the general assembly of the Hindu Temple at a General Body Meeting held at Omaha, Nebraska, on June 24, 2001.
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| (Mahendra Bansal) | (Arun Sharma) |
| Chairperson, Board of Trustees | Chairperson, Bylaws Revision Committee |