Bylaws of Boundless Way Zen As amended June 17, 2017

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1 Bylaws of Boundless Way Zen As amended June 17, Name The name of the organization governed by these Bylaws shall be Boundless Way Zen. It will be referred to in this document as the Community. 2. Organizational Structure Boundless Way Zen is comprised of multiple meditation practice groups called sanghas, a Leadership Council, and a Guiding Teachers Council. The organizational structure, guiding principles and operational procedures for the Community are contained in these Bylaws, as amended from time to time, and elaborated in the Policies & Procedures document. 3. Leadership Council The Leadership Council shall have full power to execute the legal and business affairs of the Community. The Leadership Council shall be composed of Officers elected by the Voting Members of the Community, and Guiding Teachers designated by the Guiding Teachers Council. Officers shall have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may be conferred upon them from time to time by the Leadership Council. The Leadership Council shall include the following positions, henceforth referred to as Officers : President Vice President Treasurer Secretary Members at Large, one of whom shall act as membership chairman The number of Member at Large positions is to be decided each year by the Leadership Council. In addition to the Officers, one or more Guiding Teachers shall be selected annually by the Guiding Teachers Council to serve on the Leadership Council for the upcoming fiscal year, provided that the number of Guiding Teachers so serving at any time shall be fewer than the number of Officers serving at that time. 1

2 The Officers shall be elected by a simple majority of the votes cast by Voting Members of the Community by written ballot at each Annual Meeting. Officers shall be elected from a list of nominees selected by the Leadership Council, to be sent to Voting Members along with a written ballot, not less than two weeks before the Annual Meeting. Additional nominations may be made by any Voting Member during the Annual Meeting. Any position for which a majority vote is not achieved shall be filled by majority vote of the outgoing Leadership Council, from among the nominees for the position. Nominees must have been Voting Members of the Community for at least nine months at the time of their election to Officer. The term of office for Officers is one year. Officer vacancies occurring for any cause shall be filled for the remaining term by the majority vote of the Leadership Council. In case of a vacancy in the position of President, the Vice President shall assume that position. No elected member of the Leadership Council shall serve more than three consecutive years. After an absence of one year, a former member of the Leadership Council may again be elected to serve up to three more consecutive years. Any Officer who misses two successive regular Leadership Council meetings without giving advance notice to another Officer may be assumed by the Leadership Council to have resigned. Officers may be dismissed from the Leadership Council by a two-thirds majority of the Leadership Council. At each Annual Meeting the Leadership Council will recommend to the Community a budget for the ensuing year. The budget must be approved by a majority of the votes cast at the meeting. No expenditure shall be made nor liability incurred on behalf of the Community outside of the approved budget unless approved by the Leadership Council. The Leadership Council will see that the financial accounts of the Community are kept in proper form. It shall make at each Annual Meeting a written report of its activities, including a Treasurer s report of the Community s income and expenditures. Each year the Leadership Council shall appoint two Voting Members, other than the Treasurer or anyone else authorized to write checks in the Community s name, to review the year s financial accounts and report back to the Council. Regular meetings of the Leadership Council shall be held at such times and places as the Leadership Council may determine, but not less than twice annually. Special meetings of the Leadership Council may be called at any time by the President. Notice of each regular meeting of the Leadership Council shall be given to each Council member at least seven days in advance. Special Leadership Council meetings require at least three days notice for all Council members. Any meeting of the Council may be held either in person, or by use of technology that permits all participants to hear and be heard simultaneously, or a combination of the two. A majority of the members of the Leadership Council shall be necessary to constitute a quorum. Except for instances in which a greater majority is required by law or by another provision of these Bylaws, decisions of the Leadership Council shall be made by a simple majority of the votes cast at a meeting. Proxy voting is not permitted. 2

3 In any case in which the President determines that circumstances require action on an issue by the Council at a time when it is not possible to assemble a quorum, the Council may act by unanimous written consent. The President must give advance notice of the issue to Council members in writing (which may be transmitted by or similar electronic means), along with a written consent form, and Council members may convey their consent by or similar electronic means. The action passes only when affirmative consent responses have been received from all Council members. The Leadership Council may appoint committees and committee chairmanships as it determines necessary. Committees and their chairmen may be comprised of any Voting or Associate Members of the Community. With the consent of the Guiding Teachers, the Leadership Council may recognize any Zen meditation group as a sangha of the Community. All checks, drafts, promissory notes, acceptances or other instruments for the payment of money shall be signed in such manner as may be determined from time to time by the Leadership Council. The President shall preside at Leadership Council meetings, or in case of the President s absence, the Vice President. 4. Guiding Teachers The Leadership Council may designate one or more Guiding Teachers by unanimous vote of its members. The Leadership Council may designate as Guiding Teachers only individuals who have received authorization to teach in a recognized lineage of Zen Buddhism. These Bylaws do not restrict any Guiding Teacher of the Community from designating any individual as being a successor in his or her Zen lineage. A person once selected as a Guiding Teacher remains a Guiding Teacher indefinitely; provided, however, that the Leadership Council may remove a Guiding Teacher by majority vote. In the case of the Community s having more than one Guiding Teacher, the Guiding Teachers as a group constitute a Guiding Teachers Council. The Guiding Teachers Council may designate one of its members as the Abbot of Boundless Way Zen. The position of Abbot shall have a three-year term. The Abbot convenes meetings of the Guiding Teachers Council. A special meeting of the Guiding Teachers Council may be called by any Guiding Teacher by notice to the Abbot. The Guiding Teachers Council is responsible for the spiritual direction of the Community, in consultation with the Leadership Council. The Leadership Council does not have the authority to overrule any decision of the Guiding Teachers Council with regard to spiritual practice. 3

4 The Guiding Teachers Council has sole authority and responsibility for: appointing any Voting Member into any spiritual training position, and creating and directing any training program for teachers, practice leaders or priests. A Guiding Teacher may elect, with the endorsement of the Leadership Council, to become a Guiding Teacher Emeritus. A Guiding Teacher Emeritus is ineligible to serve as the Abbot or to serve on the Leadership Council, but retains the privilege of being notified of, attending, and addressing Leadership Council meetings. In all other respects a Guiding Teacher Emeritus will be accorded all the rights and privileges of Guiding Teachers of the Community. A Guiding Teacher Emeritus may petition the Leadership Council to return to full Guiding Teacher status. The Leadership Council may approve such a petition by vote of two-thirds of its members. 5. Meetings of the Community There shall be an Annual Meeting of the Community for the purpose of electing Officers, approving the annual budget, and conducting other business as determined by the Leadership Council. The Leadership Council shall set the date of the Annual Meeting and shall notify Voting Members not less than two weeks in advance of the meeting. Additional business meetings of the Community may be called as the Leadership Council deems necessary. Notification of the time, place, and purpose of such meetings shall be made to each Voting Member of the Community at least two weeks in advance. All offices to be filled and all business items to be voted on must be specified in the meeting notice. A quorum for any meeting shall be constituted by 25% of the current Voting Members (in person or by proxy), or 20 Voting Members (in person or by proxy), whichever is smaller. If at the beginning of any meeting there is no quorum, the meeting shall adjourn, to reconvene when there is a quorum. Votes at meetings of the Community may be cast by written proxy. The proxy must include the name of the Voting Member and be received before the start of the meeting. Except for instances in which a greater majority is required by law or by another provision of these Bylaws, decisions reserved to the Community shall be made by a simple majority vote of the Voting Members who cast votes, whether in person, by conference call or by written proxy. The President shall preside at Community meetings, or in case of the President s absence, the Vice President. 6. Voting Membership Participation in the activities of the Community confers the right to vote upon matters before the Annual Meeting and any special meeting of the Community, and to hold office in the Community, under the following circumstances: 4

5 People who become eligible to vote at meetings of an Affiliate Practice Group automatically become, at the same time, Voting Members of the Community, and their status as Voting Members is renewed annually when they renew their eligibility to vote in their Affiliate Practice Group. All others become eligible to vote and to hold office when they have participated in Boundless Way Zen activities for at least three months, the Council has approved their written application for Voting Membership, and they have supported the Community with a financial contribution of any amount. Their status as Voting Members is renewed annually when they renew their financial support. For purposes of determining eligibility to vote, Voting Members making of financial contributions shall be determined from year to year by a method or methods established from time to time by the Leadership Council. Each Voting Member shall have an equal vote at any business meeting. Voting Membership automatically lapses when a Voting Member fails to make an annual financial contribution to the Community. 7. Headquarters and Fiscal Year The headquarters of the Community shall be in Massachusetts at the address designated in its most recent report filed with the Massachusetts Secretary of the Commonwealth. The Leadership Council may change the headquarters location at any time. The fiscal year of the Community shall be July 1 June 30, unless a different period is set by the Leadership Council. 8. Amendments These Bylaws may be added to, amended, or repealed by a simple majority of the votes cast at a meeting of the Community. 9. Policies & Procedures Document The Leadership Council shall develop and update as needed a document, separate from the Bylaws, that sets forth in detail the Community s operational policies and procedures, including, but not limited to, the roles and responsibilities of Officers, the Leadership Council, and the Guiding Teachers Council; the formation and operation of sanghas; the Community s ethics policy; and financial policies and procedures. Changes to the Policies and Procedures document maybe proposed (1) by the Leadership Council, or (2) in writing by a Voting Member of the Community to the Vice President. Changes to the Policies & Procedures document must be approved by the Leadership Council. The Policies & Procedures document will be posted on the Community s website. 5