Bylaws & Governance
PASCHIMA KASI SRI VISWANATHA TEMPLE
a/k/a BHARATIYA TEMPLE OF FLINT
Paschima Kasi Sri Viswanatha Temple, also known as Bharatiya Temple of Flint is organized through the State of Michigan as an ecclesiastical nonprofit organization. Any and all prior Bylaws of Paschima Kasi Sri Viswanatha Temple, a/k/a Bharatiya Temple of Flint, are hereby revoked. This restatement of Bylaws is a full and complete statement of Bylaws governing Paschima Kasi Sri Viswanatha Temple, a/k/a Bharatiya Temple of Flint.
NAME, OFFICES, AND PURPOSE
1.01 Name. The name of the ecclesiastical corporation is Bharatiya Temple of Flint (hereinafter referred to as “Temple”). Assumed names are as filed with the State of Michigan.
1.02 Places of Business. The Temple shall have its principal place of business as set forth in the Articles of Incorporation and may have such other places of business as the Board of Directors may from time to time determine.
1.03 Purposes. The purposes for which the Temple is organized are as set forth in the Articles of Incorporation. In addition, the Temple’s purpose is to maintain Shaivagama (ritual modality) per the founding tradition of the Paschima Kasi Sri Viswanatha Temple.
1.04 Nonprofit Operation. The Temple shall be operated exclusively for purposes within the meaning of Section 501(c)(3) of the Code as a nonprofit corporation. No Director of the Temple shall have any title or interest in the corporate property or earnings in the Director’s individual or private capacity and no part of the net earnings of the Temple shall inure to the benefit of any Director, officer or individual. No substantial part of the activities of the Temple shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the Temple shall not participate in or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office.
2.01 Membership. The Temple is organized as a membership corporation. The Temple will be open to all persons. There will be no discrimination on the basis of race, sex, religion, beliefs, sexual orientation, social status, caste system, or financial contributions.
2.02 Eligibility for Membership. To be eligible for membership in the Temple, an individual must satisfy all of the following requirements:
At least eighteen years of age.
Primary residence in the State of Michigan and county of Genesee, Shiawassee, Saginaw, Tuscola, Lapeer, Oakland, Livingston, or Ingham.
Donation to the Temple in an amount as determined by the Board, however such amount shall not be less than $100 per individual per year.
Donation to the Temple for lifetime membership shall be $5,000 per individual and entitles one individual to all rights as a member, including one vote, for the duration of that individual’s life and membership ceases at death, unless it is properly terminated pursuant to these Bylaws. Lifetime memberships are not transferable or assignable and benefits of membership may not be utilized by power of attorney or in the event the individual is not conscious or is mentally incompetent. Life time members may utilize proxy as permitted by these Bylaws and other rules of Board.
2.02.01 Devotees. All other individuals who do not meet all of the requirements of Membership are welcome to the Temple as devotees. Devotees have none of the benefits of Membership, including the right to vote, service on the Board of Directors, as an Officer, or on any Committee.
2.03 Benefits of Membership. Benefits of membership shall be as set forth in these Bylaws and as otherwise determined by the Board.
2.04 Termination of Membership. Membership shall immediately terminate upon any member’s failure to satisfy any of the requirements of eligibility for membership. Membership may be terminated by the Board of Directors for any reason based on a two-thirds vote of all Board of Directors then in office. If a member is terminated based on vote of the Board of Directors, the member may only have membership reinstated by a subsequent unanimous vote of all Board of Directors then in office to reinstate membership.
2.05 Annual Meeting. An annual meeting of members shall be held on a date determined by the Board. At each annual meeting, directors shall be elected and any other business shall be transacted that may come before the meeting.
2.06 Special Meetings. Special meetings of the members may be called by the Board of Directors or by the President. Such meetings shall also be called by the President or Secretary at the written request of not less than 10 percent of the members.
2.07 Place of Meetings. All membership meetings shall be held at the Temple’s principal office or at any other place determined by the Board of Directors and stated in the notice of the meeting.
2.08 Notice of Meetings. Except as otherwise provided by statute, written notice of the time, place, and purposes of a membership meeting shall be given not less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given either personally, by mail, or electronically as set forth in these Bylaws to each member of record entitled to vote at the meeting at his or her last address as it appears on the books of the Temple. Alternatively, notice may be published in the Temple’s newsletter, provided that the newsletter is published at least semiannually and is mailed to the members entitled to vote at the meeting not less than 10 days nor more than 60 days before the date of the meeting.
2.09 Record Dates. The record date for the purpose of determining members entitled to notice of and to vote at a membership meeting shall be no later than March 31st of the calendar year.
2.10 List of Members. The secretary of the Temple or the agent of the Temple having charge of the membership records of the Temple shall make and certify a complete list of the members entitled to vote at a membership meeting or any adjournment. The list shall be arranged alphabetically with the address of each member, be produced at the time and place of the membership meeting, be subject to inspection by any members during the whole time of the meeting, and be prima facie evidence of the members entitled to examine the list or vote at the meeting.
2.11 Quorum. Unless a greater or lesser quorum is required by statute, members present in person or by proxy who, as of the record date, represented one-third of the members entitled to vote at a membership meeting shall constitute a quorum at the meeting. Whether or not a quorum is present, the meeting may be adjourned by vote of the members present.
2.12 Proxies. A member entitled to vote at a membership meeting or to express consent or dissent without a meeting may authorize other persons to act for the member by proxy. A proxy shall be signed by the member or the member’s authorized agent or representative and shall be valid for not more than three years after the date of signature, unless otherwise provided in the proxy. A proxy is revocable at the pleasure of the member executing it except as otherwise provided by statute. All proxy appointments shall be submitted in writing to the Secretary at least three days prior to any meeting at which it will be utilized, unless otherwise determined by the Board. An individual named as a proxy shall be a member. No member shall appoint more than one proxy at a time.
2.13 Voting. Each member is entitled to one vote on each matter submitted to a vote. A vote may be cast either orally or in writing. When an action, other than the election of directors, is to be taken by a vote of the members, it shall be authorized by a majority of the votes cast by the members entitled to vote, unless a greater vote is required by statute. Directors shall be elected by a plurality of votes cast at any election.
2.14 Conducting the affairs of the Temple by electronic means. The members may conduct its affairs by electronic means to the fullest extent allowable by law, including, but not limited to, the following:
2.14.1 The members may conduct meetings by video conference telephone conference, or internet, provided that each participant is able to communicate with all other participants.
2.14.2 Any notice or other communication that must be provided in writing to a member or other person affiliated with the Temple may be provided in writing, by fax, by email or by other electronic means.
2.14.3 If the members take any action in writing, signatures may be obtained by fax, by email, or by other electronic means.
2.15 Deity Installation. All major decisions concerning Deities, such as the deities themselves, their location, design, size, composition, number, etc. shall be approved by a simple majority of the Temple members who are in attendance at a meeting with proper notice and at which a quorum is present. If changes are to be made to any previously approved decision, a special meeting of the members shall be called for that purpose.
3.01 General Powers. The business, property, and affairs of the Temple shall be managed by the Board of Directors.
3.02 Theft or Dishonesty. Any individual with a prior conviction involving theft or dishonesty shall not be eligible to serve on the Board of Directors in any capacity. In the event it is discovered that a Board member has an existing conviction involving theft or dishonesty, or is convicted of a crime involving theft or dishonesty during their tenure, that Board member shall be immediately removed from office, without vote, and such vacancy shall be filled as set forth in this Article.
3.03 Number. There shall be not less than 5 nor more than 7 directors on the Board as shall be fixed from time to time by the Board of Directors (hereinafter referred to as “Board”).
3.04 Tenure. Directors shall be elected at each annual membership meeting to hold office for a term of three years, and until the director’s successor is elected and qualified, or until the director’s death, resignation, or removal. Any director may be elected to serve up to two consecutive terms. Following service of two consecutive terms, such individual shall not be nominated or elected to the board for at least one year. Thereafter, such individual may be eligible for additional term(s) consistent with this section. The terms of the Directors shall be staggered in order to encourage continuity.
3.05 Nominating Committee. There shall be a nominating committee for purposes of determining a slate of directors to be placed on a ballot for election.
The nominating committee shall be vested with authority to prepare and circulate an application to be completed by any person interested in being nominated as a director. The nominating committee shall establish a deadline for submission of applications. No application shall be accepted after the deadline except upon authorization of the Board.
The nominating committee shall post the number of director positions up for election and the length of term for each position, concurrently with the circulation of the application form. The nominating committee shall designate lengths of terms for each position in accordance with these Bylaws and shall have the authority to adjust any position term in order to result in a staggered Board following election.
Upon close of the application period, if there are no more than three applicants for each position, all applicants shall be placed on the ballot. If there are more than three applicants for each position, the nominating committee shall meet to discuss and take a confidential vote among the committee to choose three individuals who will be placed on the ballot for each position. Each committee member is entitled to vote for three individuals per position. The three individuals with the most votes will be placed on the ballot. In the event of a tie, the individuals tied with the least number of votes shall be submitted to a subsequent vote.
The nominating committee shall consist of one board member who is not up for re-election, as selected by the Board. In addition, each board member shall select one non-board member of the Temple to serve on the nominating committee. The Board may specify any additional provisions for the Nominating Committee and the nomination process.
3.06 Election of Directors. At the annual meeting, the President shall appoint two or more members of the Temple, none of whom shall be candidates, directors, or officers, who together with the Secretary, shall tabulate the ballots cast at the annual meeting and shall announce the results thereof. If the election shall be held by ballot, those receiving the highest number of votes shall be declared elected. In the event of a tie, then the candidates receiving the highest number of votes for each position shall participate in a run-off ballot. In the event there is no contest for an office, the election may be by acclamation.
3.07 Resignation. A director may resign at any time by providing written notice to the Temple. Notice of resignation will be effective on receipt or at a later time designated in the notice. A successor shall be appointed as provided in section 3.08 of the Bylaws.
3.08 Removal. Any director may be removed with or without cause by the members at an annual or special meeting. The vote for removal of a director may be placed on the agenda at an annual or special meeting upon submission to the board of a petition signed by at least one-third of the members. Following a proper submission for removal, the Board shall schedule a membership meeting as soon as practical and provide notice as required in these Bylaws. A quorum of members must be present to proceed with a vote to remove a director. A two-thirds vote of the members present in person or by proxy in favor of removal shall result in immediate removal of the director. In the event there are not sufficient votes for removal, the director shall continue to serve unless a new petition for removal is submitted to the Board. Concurrently with the vote for removal, the members shall also vote whether to allow the vacancy to remain vacant until the next regular election or to fill the vacancy.
3.09 Board Vacancies. In the event of a vacancy on the Board, the membership shall be promptly notified and given the opportunity to request a special meeting to determine whether to fill the vacancy or leave it vacant until the next annual meeting at which an election will be held. In the event no special meeting is requested in accordance with these Bylaws, the position shall be left vacant. A vacancy on the Board may be left vacant so long as there are not less than three directors remaining. If the membership votes to fill the vacancy or the vacancy will leave less than three directors, the matter shall be referred to the nominating committee and the Board shall establish a date for a vote. Each person so elected shall be a director for the remaining term created by the vacancy.
3.10 Annual Meeting. An annual meeting shall be held each year on a date as determined by the Board.
3.11 Regular Meetings. Regular meetings of the Board may be held at the time and place as determined by a Board resolution without notice other than the resolution.
3.12 Special Meetings. Special meetings of the Board may be called by the president or any two directors at a time and place as determined by those persons authorized to call special meetings. Notice of the time and place of special meetings shall be given to each director in any manner at least three days before the meeting.
3.13 Statement of Purpose. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice for that meeting.
3.14 Waiver of Notice. The attendance of a director at a Board meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. In addition, the director may submit a signed waiver of notice that shall constitute a waiver of notice of the meeting.
3.15 Conducting the affairs of the Temple by electronic means. The Board may conduct its affairs by electronic means to the fullest extent allowable by law, including, but not limited to, the following:
3.15.1 The Board may conduct meetings by video conference telephone conference, or internet, provided that each participant is able to communicate with all other participants.
3.15.2 Any notice or other communication that must be provided in writing to a Board member, officer or other person affiliated with the Temple may be provided in writing, by fax, by email or by other electronic means.
3.15.3 If the Board takes any action in writing, signatures may be obtained by fax, by email, or by other electronic means.
3.16 Quorum. A majority of the directors then in office constitutes a quorum for the transaction of any business at any meeting of the Board. Actions voted on by a majority of directors present at a meeting where a quorum is present shall constitute authorized actions of the Board.
3.17 Consent to Temple Actions. Any action required or permitted to be taken pursuant to Board authorization may be taken without a meeting if, before or after the action, all directors consent to the action in writing. Written consents shall be filed with the minutes of the Board’s proceeding.
4.01 General Powers. The Board, by resolution adopted by a vote of a majority of its directors, may designate one or more committees. The Board will appoint no more than two members to each committee and one committee chair to each committee. The chair of each committee may appoint additional committee members as deemed necessary and appropriate. Any director may serve on any committee. All committees designated by the Board and all committee members shall serve on the committee at the pleasure of the Board. Any committee member may be removed from a committee based on majority vote of the Board.
A committee designated by the Board may exercise any powers of the Board in managing the Temple’s business and affairs to the extent provided by resolution of the Board. However, no committee shall have the power to
(a) amend the articles of incorporation;
(b) adopt an agreement of merger or consolidation;
(c) amend the Bylaws of the Temple;
(d) fill vacancies on the Board; or
(e) fix compensation of the directors for serving on the Board or on a committee.
(f) recommend to members the sale, lease, or exchange of all or substantially all of the Temple’s property and assets;
(g) recommend to the members a dissolution of the Temple or a revocation of a dissolution; or
(h) terminate memberships.
4.02 Meetings. Committees shall meet as directed by the Board, and their meetings shall be governed by the rules provided in Article III for meetings of the Board. Minutes shall be recorded at each committee meeting and shall be presented to the Board. The committee chair may attend all or part of any Board meeting only by invitation of the Board.
4.03 Consent to Committee Actions. Any action required or permitted to be taken pursuant to authorization of a committee may be taken without a meeting if, before or after the action, all members of the committee consent to the action in writing. Written consents shall be filed with the minutes of the committee’s proceedings.
5.01 Number. The officers of the Temple shall be appointed by the Board. The officers shall be a president, a secretary, and a treasurer. There may also be a chairperson, vice president, and such other officers as the Board deems appropriate. The president shall be a voting member of the Board. Two or more offices may be held by the same person, but such person shall not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law or by the president or by the Board to be executed, acknowledged, or verified by two or more officers.
5.02 Term of Office. Each officer shall hold office for the term appointed and until a successor is appointed and qualified. An officer may resign at any time by providing written notice to the Temple. Notice of resignation is effective on receipt or at a later time designated in the notice.
5.03 Removal. An officer appointed by the Board may be removed with or without cause by vote of a majority of the Board. The removal shall be without prejudice to the person’s contract rights, if any. Appointment to an office does not of itself create contract rights.
5.04 Vacancies. A vacancy in any office for any reason may be filled by the Board.
5.05 President. The president shall be the chief executive officer of the Temple and shall have authority over the general control and management of the business and affairs of the Temple. The president shall have power to appoint or discharge employees, agents, or independent contractors, to determine their duties, and to fix their compensation, with approval of the Board. The president shall sign all corporate documents and agreements on behalf of the Temple, unless the president or the Board instructs that the signing be done with or by some other officer, agent, or employee. The president shall see that all actions taken by the Board are executed and shall perform all other duties incident to the office. This is subject, however, to the president’s right and the right of the Board to delegate any specific power to any other officer of the corporation.
5.06 Vice President. The vice president, if any, shall have the power to perform duties that may be assigned by the president or the Board. If the president is absent or unable to perform his or her duties, the vice president shall perform the president’s duties until the Board directs otherwise. The vice president shall perform all duties incident to the office.
5.07 Chairperson. The chairperson, if elected, shall preside at all Board meetings. The chairperson shall have the power to perform duties as may be assigned by the Board. If the president is absent or unable to perform his or her duties, the chairperson shall perform the president’s duties until the Board directs otherwise. The chairperson shall perform all duties incident to the office.
5.08 Secretary. The secretary shall (a) keep minutes of Board meetings; (b) be responsible for providing notice to each member or director as required by law, the articles of incorporation, or these Bylaws; (c) be the custodian of corporate records; (d) keep a register of the names and addresses of each member, officer and director; and (e) perform all duties incident to the office and other duties assigned by the president or the Board.
5.09 Treasurer. The treasurer shall (a) have charge and custody over corporate funds and securities; (b) keep accurate books and records of corporate receipts and disbursements; (c) deposit all moneys and securities received by the Temple at such depositories in the Temple’s name that may be designated by the Board; (d) complete all required corporate filings; and (e) perform all duties incident to the office and other duties assigned by the president or the Board.
CORPORATE DOCUMENT PROCEDURE
No corporate documents (including stocks, bonds, agreements, insurance and annuity contracts, qualified and nonqualified deferred compensation plans, checks, notes, disbursements, loans, and other debt obligations) shall be signed by any officer, designated agent, or attorney-in-fact unless authorized by the Board or by these Bylaws.
7.01 Nonderivative Actions. Subject to all of the other provisions of this article, the Temple shall indemnify any person who was or is a defendant or is threatened to be made a defendant to any threatened, pending, or completed action, suit, or proceeding. This includes any civil, criminal, administrative, or investigative proceeding, whether formal or informal (other than an action by or in the right of the Temple). Such indemnification shall apply only to a person who was or is a director or officer of the Temple, or who was or is serving at the request of the Temple as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit. The person shall be indemnified and held harmless against expenses (including attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Temple or its members. With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not by itself create a presumption that (a) the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the Temple or its members or (b) with respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.
7.02 Derivative Actions. Subject to all of the provisions of this article, the Temple shall indemnify any person who was or is a defendant to, or is threatened to be made a defendant to, any threatened, pending, or completed action or suit by or in the right of the Temple to procure a judgment in its favor because (a) the person was or is a director or officer of the Temple or (b) the person was or is serving at the request of the Temple as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether or not for profit. The person shall be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Temple or its members. However, indemnification shall not be made for any claim, issue, or matter in which the person has been found liable to the Temple unless and only to the extent that the court in which the action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for the expenses that the court considers proper.
7.03 Expenses of Successful Defense. To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 7.01 or 7.02 of this article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this article.
7.04 Contract Right; Limitation on Indemnity. The right to indemnification conferred in this article shall be a contract right and shall apply to services of a director or officer as an employee or agent of the Temple as well as in such person’s capacity as a director or officer. Except as provided in section 7.03 of this article, the Temple shall have no obligations under this article to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the Board.
7.05 Determination That Indemnification Is Proper. Any indemnification under sections 7.01 or 7.02 of this article (unless ordered by a court) shall be made by the Temple only as authorized in the specific case. The Temple must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections 7.01 or 7.02, whichever is applicable. The determination shall be made in any of the following ways:
(a) By a majority vote of a quorum of the Board consisting of directors who were not parties to such action, suit, or proceeding.
(b) If the quorum described in clause (a) above is not obtainable, by a committee of directors who are not parties to the action. The committee shall consist of not less than two disinterested directors.
(c) By independent legal counsel in a written opinion.
(d) By the members.
7.06 Proportionate Indemnity. If a person is entitled to indemnification under sections 7.01 or 7.02 of this article for a portion of expenses, including attorney fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the Temple shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.
7.07 Expense Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding described in sections 7.01 or 7.02 of this article may be paid by the Temple in advance of the final disposition of the action, suit, or proceeding on receipt of an undertaking by or on behalf of the person involved to repay the expenses, if it is ultimately determined that the person is not entitled to be indemnified by the Temple. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made, but it need not be secured.
7.08 Non Exclusivity of Rights. The indemnification or advancement of expenses provided under this article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the Temple. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.
7.09 Indemnification of Employees and Agents of the Temple. The Temple may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Temple to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of directors and officers of the Temple.
7.10 Former Directors and Officers. The indemnification provided in this article continues for a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of that person.
7.11 Insurance. The Temple may purchase and maintain insurance on behalf of any person who (a) was or is a director, officer, employee, or agent of the Temple or (b) was or is serving at the request of the Temple as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. The insurance may protect against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Temple would have power to indemnify against liability under this article or the laws of the state of Michigan.
7.12 Changes in Michigan Law. If there are any changes in the Michigan statutory provisions applicable to the Temple and relating to the subject matter of this article, the indemnification to which any person shall be entitled shall be determined by the changed provisions, but only to the extent that the change permits the Temple to provide broader indemnification rights than the provisions permitted the Temple to provide before the change.
When authorized by the Board, a person shall be reasonably compensated for services rendered to the Temple as an officer, director, employee, agent, or independent contractor, except as prohibited by these Bylaws.
The fiscal year of the Temple shall be determined by the Board.
The members at any regular or special meeting may amend or repeal these Bylaws, or adopt new Bylaws by vote of a majority of the members who appear at the meeting, in person or by proxy.
IN WITNESS WHEREOF, these Restated Bylaws are adopted effective January 1, 2017 by the Officers and Directors of the Temple.
Anjali Misra, Director and President
Dr. Raji Sankaran, Director and Vice President
Sachin Desai, Director and Secretary
Dr. Sweety Srivastav, Director and Treasurer
Dr. Sridhar Rao, Director and Chairperson
Legal consultant: Cline, Cline, & Griffin, Flint, Michigan
Bylaws Committee Chairperson: Dr. S. Kiran