Bylaws of the Sri Siva Vishnu Temple

Bylaws of the Sri Siva Vishnu Temple Whereas the Sri Siva Vishnu Temple Trust (Religious Trust) has been created under the Deed of Trust dated January 31, 1980, in the State of Maryland, and the Trustees have been vested with the powers under the common law and statutory and other powers granted under the Declaration of Trust to administer the properties of the Trust, and Whereas the Sri Siva Vishnu Temple Trust has been recognized as a tax-exempt religious Trust by the Internal Revenue Service under the ID # 52-1179969 dated June 06. 1980. Consistent with their vested responsibilities, the Board of Trustees has unanimously adopted these bylaws to promote the objectives of the Trust and maintain the operations of the Sri Siva Vishnu Temple (SSVT) in the service of the Hindu congregation. 1. The Congregation: All followers of the Hindu faith and worshippers who subscribe to the objectives of the Temple embodied in the Deed of Trust and accept the obligations of the Deed of Trust constitute the congregation of the Temple. 2. The Governance Structure: The SSVT governance structure will consist of: (a) a General Council (GC); (b) a Governance Board (GB); and (c) a Board of Trustees (BOT). The membership, roles, and responsibilities of these three bodies are further described in the sections that follow and the SSVT Deed of Trust, Bylaws, and any amendments thereto. 3. General Council (GC) (A) Membership 1) All current trustees of the BOT and Trustees Emeriti (TE) will serve as members of the GC. 2) Upon invitation by the Chairperson of the BOT, the following persons also may serve as members of the GC: a) Donors who have contributed in excess of the minimum threshold fixed by the BOT for SSVT designated donor recognition programs. The BOT will set the 1

minimum threshold upon introduction of any new Donor Recognition Program. New donors of the SSVT designated donor recognition programs will become eligible two years after the designated programs are closed. Donors who have contributed at least $10,000 for the two completed SSVT donor recognition programs known as Founder Donor Recognition Program and Rajagopuram Donor Recognition Program and the SSVT Capital Fund Donation program which will end on December 31, 2011 qualify for GC membership b) Legators are persons who have contributed at least $50,000 to SSVT Endowment over any rolling 5 year period and will also qualify for GC membership. c) Past coordinators of the Religious, Food, Cultural and Public Relations devotee committees. 3) An invitation to become a GC member will be sent by the Chairperson of BOT to those who reside in the Greater Washington-Baltimore area and a timely acceptance of this invitation is necessary before being inducted into the GC. Periodic reaffirmation of membership will be sought based on active participation in GC matters. The BOT Secretary will maintain a full list of GC members and the list will be displayed on the SSVT website. New GC members will be inducted annually to coincide with the induction of new BOT Trustees in January. (B) Functions 1) GC will provide guidance and direction to Governance Board and BOT on matters relating to strategic direction, governance, and accountability. GC will also provide advice and consent" to the BOT for: (a) any proposed changes to the By Laws or Declaration of Trust, including amended By Laws and amended Declaration of Trust; (b) for any proposed borrowing by SSVT in excess of certain limits set in Article 12 (1)and use of funds from SSVT Endowment as described in Article 12(2); (c) or for issues that may arise during implementation of the Procedures Manual that governs the interactions between the GB and BOT. 2) GC will be vested with the powers to remove any member of the General Council, Governance Board, and/or BOT (including an Officer of the Trust), as deemed necessary for acts or omissions to act which in the opinion of the General Council are prejudicial to the interests of SSVT Trust. Only TE members of GC will determine disciplinary matters and vote on the removal of any member of the GC, GB, and/or BOT (including an Officer of the Trust). A removal of any member of the GC, GB, and/or BOT (including an Officer of the Trust) must be based upon an affirmative vote of 75% of the TE members of the GC casting secret ballots at a meeting that has a quorum requirement of 50% of the TE members of the GC. A person directly affected by a disciplinary action may not vote on such action. A removed person may not serve on the GC, GB or the BOT. 2

3) GC (excluding the BOT members) will appoint the four TE members of the Governance Board using a nomination process that includes identification of one or more slate of candidates, and an election process as described below. One of the four TE members will be selected by the GB as President of GB, who will also serve as President of GC. 4) The GB will nominate two TE members of GC as a nominating committee that will propose a slate to fill vacancies on the GB. After the announcement of the slate, any other GC member with the support of a seconder can propose a different slate within 1 week of the scheduled balloting. Nominations from the floor are not allowed for this ballot in which only the GC members who are not currently on the BOT may participate, with a quorum requirement of 50% of the TE members of the GC. The GB vacancies will be filled by the slate garnering the most votes cast by secret ballot. (C) Meetings 1) The GC will have a mandatory meeting annually to receive a report from BOT on the results of the fiscal year just concluded and to discuss matters relating to the Trust s operations. In addition to GC members, an open invitation to attend this Annual meeting as observers will be issued in the SSVT Newsletter to all volunteers of the Temple. 2) The GC may be convened any other time at the request of either one third of the members of the BOT, or by a minimum of three members of the Governance Board, or by 10% of the members of GC to discuss specific items of strategic importance. 3) The GC shall be chaired by the President of the GB representing all stakeholders of SSVT. 4. Governance Board (A)Membership 1) The Governance Board (GB) will consist of four TE, current Chairperson of the BOT, and two members appointed by the BOT for a one-year term. GB will be chaired by the President who is selected or elected as prescribed under the appropriate procedures. 2) The TE elected to serve on the GB by the GC will be selected for service of one, two, or three years such that there is staggering of service during any period of turnover, and a normal period of service is a two year term. Those TE who have served on 3

the GB may be selected for additional terms after a five year gap between each term of service. 3) The GB will be chaired by a President. The President must be one of the four TE members of the GB. The seven members of the GB shall choose and appoint, or elect, the President from the pool of four TE members. The President will normally serve a two year term, but, depending on tenure on the GB, may be selected for one or two years of service. (B) Functions 1) Nominations for BOT vacancies: The GB will appoint a Nominations Committee, and will instruct it to focus on finding candidates who are likely to meet specific needs of the BOT. The Nominations Committee will nominate members for any BOT vacancies. Nominations Committee members will be two TE from the GC, one current member of the BOT, one representative of donors from a recognized SSVT donor program, and one devotee committee or task force volunteer who has served in such a capacity for at least two years. 2) Financial oversight: GB will exercise its financial oversight function as follows: a) The GB will appoint an Audit Committee consisting of three members. The mandate will be specified in a charter approved by the GB and BOT as described in Article 11. The Audit Committee will report to the GB. b) The GB has responsibility to consider, and authority regarding approval, of any new borrowing in excess of $500,000 in any fiscal year; and c) The BOT will seek the ratification of GB for allocating the operating surplus in any fiscal year. 3) Dispute Resolution and Grievance Redressal a) Office of Ombudsperson: a. The GB shall create and supervise such an Office, and appoint two persons to serve one year terms, with option to continue for another year. b. Additionally, the GB shall have the option, at its sole discretion, to appoint: (1) special Ombudspersons for a limited, specific time not to exceed 6 (six) months to address a particular issue, dispute, or complaint: and (2) a Grievance Committee of three persons to address situations when mediation appears not to be succeeding. c. Purpose: An Ombudsman is to act as a mediator to receive, review, investigate, address and resolve disputes or complaints that cannot be 4

resolved through normal Temple channels. Operational issues are intended to be resolved first through the manager(s), responsible officer(s), devotee committees and/or the BOT. This Office does not make final decisions on issues, disputes or complaints, but shall make best efforts to affect amicable resolutions of these. The Office of Ombudsman shall operate pursuant to the Dispute Resolution Procedures of the Temple. d. Confidentiality: All communications to and from, and all efforts at mediating disputes and/or complaints by the Office of Ombudsman shall be kept strictly confidential. e. Qualifications: Ombudspersons generally: (1) have an understanding of the Hindu faith; (2) have an understanding of SSVT, particularly its history, religious practices, commitment to community welfare, culture and congregation; and (3) be persons considered to be trustworthy and held in the highest esteem by the congregation. The following would not be suitable as Ombudspersons: Presently serving members of: the Board of Trustees, the Governance Board, Officers, Employees, Committee Members, or any person who would have a conflict of interest in mediating an issue, dispute or complaint. If any serving Ombudsperson has a conflict of interest, such a person shall not serve in that particular mediation. If no Ombudsperson can serve in mediation, then the Governance Board shall appoint a special Ombudsperson as per 1(c) above. b. Grievance Committee: a. The Governance Board shall create the Grievance Committee as- and when-needed under the broad guidelines below. b. The ad-hoc Grievance Committee shall consist of 3 (three) persons serving for periods to be specified by GB taking into account the nature of the specific dispute that needs to be resolved. c. Purpose: The Grievance Committee shall act as the final body of appeal to address substantive disputes, including operational and personnel issues. The decisions of the Grievance Committee are final and binding on all parties. The Grievance Committee shall operate pursuant to the Dispute Resolution Procedures of the Temple. d. Confidentiality: All communications to and from, and all decisions of the Grievance Committee shall be kept strictly confidential. e. Qualifications: The Governance Board shall select as members of the Grievance Committee those persons who: (1) shall have an understanding of the Hindu faith, (2) shall have an understanding of SSVT; (3) have experience in dispute mediation and (4) be considered trustworthy. Further, members of the Grievance Committee shall be drawn as follows: one (1) member who has experience in the Temple s administration, one (1) member with a legal background, and one (1) 5

member with human resources/employment background. Further, members of the Grievance Committee shall be drawn as follows: one (1) member who was a former Officer of the Temple, one (1) member who is familiar with the Temple but has never served in the Board of Trustees, the Governance Board, or any other Temple body or as an Officer, Employee, Committee Member, and one (1) member from the congregation at large. The Governance Board shall not appoint any person as a member of the Grievance Committee who is presently serving as member of: the Board of Trustees, the Governance Board, Officers, Employees, Committee Members, or any person who would have a conflict of interest in mediating an issue, dispute or complaint. 4) General a) The GB shall work to assure that: The Board of Trustees should approve and publish Protocols and Etiquettes for the Congregation defining Internal and External Stakeholders and then will periodically update it. Access to the Temple and its services will be provided to all. No member of the Public shall be excluded from participating in the worship on account of their caste, race, gender, national origin, age, marital status, sexual orientation or disability. Purity of the ritual shall be maintained as far as possible and circumstances permit. The Temple shall provide a peaceful environment that is non-discriminatory and free of all forms of physical, sexual, and psychological abuse, including written or verbal intimidation or harassment. (C) Authority 1) The GB will have the responsibility and authority to independently collect information regarding SSVT operations, governance, and functioning. 2) The GB will have the responsibility and authority to draw independent inferences regarding progress towards SSVT s strategic objectives and take actions through its function of appointing a Nominations Committee, Audit Committee, etc. 3) The GB will have the responsibility and authority to continually assess the borrowing needs of the SSVT and collaborate with the BOT in any approvals in excess of $500,000. (D) Meetings 1) The GB will meet at least once every quarter to receive and review BOT minutes and financial reports. GB will receive minutes of all BOT proceedings in a timely manner. 6

GB will have the authority and responsibility to independently collect information regarding SSVT operations, governance, and functioning. 2) All decisions of GB will normally be taken on the basis of consensus. If consensus is not reached, all members of the GB will vote on issues with a quorum of five out of seven members and with an affirmative vote from a minimum of 5 members. 5. Board of Trustees (BOT) 1) The BOT shall comprise a minimum of three and a maximum of 17 Trustees. Upon the retirement or removal of a Trustee, the BOT may induct new Trustees from the congregation in accordance with the provisions of Bylaws. The term Trustee in this section signifies a trustee serving on the BOT at a given time. 2) The BOT will determine the number of persons serving as Trustees depending upon the circumstances and requirements of the Sri Siva Vishnu Temple Trust to sustain the religious objectives of the Trust and to maintain the services to the congregation. 3) The responsibility and authority for final decisions on all matters will remain with the BOT, except that on matters relating to specific functions of the GC and GB as provided in Articles 3 and 4 respectively of these Bylaws, the BOT will need to consult or obtain approval as appropriate prior to making final decisions. 6. Composition of the Board of Trustees 1) Guiding Principles: The BOT is the authority to induct new Trustees under the articles of incorporation of the Trust. In the induction of new Trustees, the considerations will include one or more of the following: (1) that the nominee is familiar with the modes of worship in the shrines of the SSVT; (2) the nominee possesses professional expertise directly necessary for the volunteer activities as a Trustee in the management of the operations of the Trust and Temple; (3) institutional memory will be served; (4) continuity in professional expertise required for temple operations and management will be maintained; (5) in order that the privilege and the opportunity of volunteered dedicated service to the Temple are accessible to active devotees, spouses of serving Trustees or both spouses will not be identified for induction as new Trustees for the same term; and (6)Every effort will be made to ensure that the BOT is broadly representative of the Temple s congregation, in particular the women and younger members thereof. 2) The BOT will be guided by these principles in determining the number of trustees on the BOT: 7

a) The term of office of Trustee will be three years. After completion of one term, trustees are eligible for re-nomination as Trustees for a second term; a Trustee will be eligible for future terms after an interval of at least one year. b) Induction of New Trustees: Each year, GB will establish the date for nominations to the Board of Trustees and appoint a Nominating Committee composed of two TEs, one sitting trustee and two persons from the congregation (other than trustees past or present) who have contributed funds to designated Donor Recognition programs of the Trust or actively served on volunteer Committees for at least two preceding years. The Nominating Committee will be invited to propose a slate of nominees in conformity with the principles and requirements set forth in the Bylaws. The BOT will make the final identification of new inductees from among the nominees in the slate provided by the Nominating Committee and invite them to serve on the BOT. If it became necessary for any reason, the BOT may refer to the slate back to the Nominating Committee with a request to prepare additional or fresh nomination(s). The proceedings and nominations of the Nominating Committee will be kept confidential. 7. Committees established by the Trustees The BOT may establish appropriate Committees and delegate specific administrative functions and powers consistent with the objectives stated in the Deed of Trust for the maintenance of the activities of the Temple to meet the needs of the congregation. The composition and functioning of the Committees, including guidelines relating to such matters as the quorum for meetings of the Committees, will be based on guidelines and policies approved by the BOT. The BOT may from time to time change the number of Committees and their scope of operations as necessary. 8. Procedures Manual, Policy Guide and Administrative Manual 1) The BOT will maintain a Procedures Manual for the operations of the GB and GC, as well as guide the interactions of these bodies with the BOT. 2) The BOT will establish a Policy Guide and an Administrative Manual for the operations of the Temple. The Policy Guide will reflect the long term strategic objectives of the BOT and incorporate operational policy guidelines to the Committees ratified by the BOT as appropriate. 9. Officers of the Trust 1) The President of GB will designate two of the trustees who have no interest in serving as Officers to propose a slate of candidates after informally ascertaining the preferences of all the trustees. After the slate is announced, any trustee, with the support of a seconder, may offer other name(s) for any position(s), resulting in an alternate slate. The BOT must have at least a week s notice of alternative slates, if 8

that is to occur. There shall be no floor nominations. BOT will then proceed to appoint Officers of the Trust by secret ballot voting conducted under the supervision of the President of the GB. 2) The Officers of the Trust will function in accordance with the following provisions: all officers will serve for one year from the first day of January to the last day of December of the year, and will be eligible for re-appointment for one more consecutive term. The officers of the Trust are: the Chairperson, two Vice- Chairpersons (one as VC-Policy, and the other as VC-Operations), the Treasurer and the Secretary. 3) The officers will form the Executive Committee (EC), which will provide the leadership of the Trust and will address all issues relevant to the functioning and growth of the Temple. The EC will act in accordance with the established policies of the Board and identify the Officers as required by the First Amendment to the Declaration of Trust. In an emergency, the officers will take action in consultation with as many Trustees as are available, at least by telephone. 4) The officers of the Trust directly report to the BOT and will follow the guidelines and policies established by the BOT. The final authority for decisions rests with the BOT, except as otherwise provided to the GC and GB. 5) The Chairperson will preside over all meetings of the BOT. The duties and responsibilities of the Chairperson will be to implement the resolutions and decisions of the BOT in conformity with the articles of declaration in the Deed of Trust. The Chairperson will be an ex-officio member of all Committees established by the BOT. The Chairperson will be the official spokesperson of the Trust for all outside contacts. 6) A Vice-Chairperson, designated by the BOT, will perform the duties of the Chairperson in the absence of the Chairperson. In the event the Chairperson and both Vice-Chairpersons are absent, the BOT will choose one BOT member to lead the monthly meeting. Subject to overall supervision by the Executive committee, one of the Vice Chairpersons will coordinate the activities relating to strategy and policy and the other Vice Chairperson will coordinate activities relating to daily Temple operations. 7) All officers will serve no more than two successive terms. 8) The BOT shall appoint a Trustee, with requisite education and experience in financial matters, to serve as the Treasurer to serve for a period of one year. The Treasurer may serve only for two consecutive terms. The Treasurer will be assisted by Assistant Treasurer(s) as needed. The Treasurer will: be responsible for the recording of receipts, disbursements and safekeeping of all funds belonging to the Trust operate in conformity with policy guidelines established by the BOT. submit all accounts of the transactions and will report on the financial condition of the Trust to the BOT on a regular basis be responsible for having the accounts and financial statements of the Trust audited by duly appointed external auditors for accounts and transactions during his/her term of office 9

be responsible for ensuring completion of the external audit of the financial statements within 120 days of the end of the fiscal year as required by the laws of the State of Maryland. The audited financial statements should be made available to the General Council before its annual meeting be responsible for presenting the annual budget for approval by the BOT and for providing periodic financial information to the BOT, Audit and Finance Committees. 9) The BOT shall appoint a Trustee to serve as the Secretary for one year with the responsibility to keep records and maintain the minutes of BOT meetings, and to coordinate the activities relating to BOT meetings. The Secretary will maintain a record of policy decisions of the BOT and update the Policy Guide regularly. 10) All meetings including correspondence and communications handled by the officers will be available for the BOT for review at least by the following meeting. All official correspondence of the SSVT Trust will be done with the official Sri Siva Vishnu Temple logo on the letterhead. 10. Meetings of the Board of Trustees 1) The BOT will meet at least once each month. BOT meetings will be called by the Chairperson, or by the Secretary acting on the behalf of the Chairperson. Notice of the meeting time and place will be given to Trustees by mail or telephone at least one week prior to the meeting. In addition, a special meeting of the BOT may be called by the Chairperson or by at least three Trustees giving written notice at least one week in advance for non-emergency matters stating the specific agenda items for the special meeting. Quorum for a meeting will be the majority of the Trustees serving on the BOT at the time. 2) A trustee who fails to attend three consecutive meetings of the BOT in any calendar year without the approval of the BOT is deemed to have vacated the position of trustee, and the BOT may choose in consultation with GB whether or not to fill the vacancy. If it is decided that the vacancy would be filled, the procedures outlined in Article 6 shall be followed. 3) Decisions of the BOT a) Decisions on matters relating to the Deed of Trust, By Laws, and any amendments thereto will be taken by BOT only after obtaining the advice and consent of the GC. b) Policy decisions other than those mentioned in Article 10(3) (a) above will normally be taken on the basis of consensus; if consensus cannot be established in two meetings of the BOT, a decision will require an affirmative vote of 75% of the Trustees serving on the BOT at the time; decisions on the induction of new Trustees from among the slate produced by the Nominating Committee in accordance with Article 6will be on this basis. 10

c) All other operational decisions of the BOT will be on the basis of consensus of Trustees attending the meetings of the BOT, subject to quorum requirements. If consensus of the Trustees present at the meeting is not established, an affirmative vote of 75% of those Trustees present at the meeting will constitute a decision. d) BOT may discipline a BOT member, including an Officer of the Trust, in accordance with its broad authority in the Declaration of Trust; subject to the conditions that: (i) discipline will not include removal of a BOT member, which authority is vested solely in the GC; and (ii) such action is supported by 75% of trustees serving at the time. 11. Audit Committee 1) An Audit Committee consisting of three members with two members who have previously been Treasurers of the Temple and a member of the Board of Trustees who is not an officer of the Temple will be constituted by the Governance Board. Members of the Audit Committee are appointed for a period of one year and may serve only two years, if so appointed by the Governance Board. The committee will be chaired by a member who is not a member of the current Board of Trustees. The mandate of the Audit Committee will be specified in a charter approved by the Governance Board and the Board of Trustees. The mandate will include oversight of financial reporting, external and internal audits, internal controls, and compliance with applicable laws and regulations. 2) Internal Audit: The Board of Trustees in consultation, with the Audit Committee, will adopt a charter that outlines the functions of an internal auditor. The Audit Committee will appoint an internal auditor in accordance with the charter. The internal auditor will be appointed for a period of one year which may be extended by one more year by the Audit Committee. 12. Finance Committee The Board of Trustees will establish a Finance Committee consisting of a minimum of five members and a maximum of nine members including two members of the Board of Trustees, at least two members who have been Treasurers of the Temple, and at least one congregation member who has not served as a Trustee of the Temple. The Finance Committee will be chaired by the current Treasurer. The functions of the Finance Committee should include: review of operating and capital budgets, fundraising for capital projects and endowment resources, oversight and management of endowment resources, developing policies for financing capital projects, borrowing, and establishing limits on borrowing, 11

Recommend policies for allocation of annual operating surplus of the Temple to designated reserves and Funds. 1) Borrowing by the Temple Any new borrowing by the temple in excess of $500,000 in any fiscal year will require the recommendation of the Finance Committee and approval of the Board of Trustees and the Governance Board. Any new borrowing in excess of the temple s debt ceiling, set at $1.5 million (excluding purchase of houses and contiguous land) will additionally require approval by the General Council. 2) Use of Resources in the SSVT Endowment Resources of the Trust that have been designated to be used for the SSVT Endowment shall be managed under the oversight of the Finance Committee in accordance with approved policies for the endowment. The corpus is to remain untouched. Income generated by the endowment can only be used for purposes designated in the Endowment policies under the direction of the Board of Trustees. Any use of the corpus of the endowment must be extraordinary and will require approval by the super majority of the General Council. 3) Use of Annual Surplus Within 120 days of the end of each fiscal year, upon the recommendation of the Finance Committee, the Board of Trustees with the ratification of the Governance Board will allocate the operating surplus for the previous fiscal year between the operating account, capital account, and endowment. 13. Advisory Committees The BOT may appoint from among the Trustees, or from among the congregation outside the BOT, one or more advisory committees to deal with specific issues. The participants in these advisory committees will serve at the pleasure of BOT. 14. Resolving Ambiguity 1) If a conflict arises in the interpretation of the BY LAWS, the ambiguity shall be resolved by an affirmative vote of at least five members of GB. 2) In all matters which are not specifically mentioned in these BY LAWS, the rules contained in Robert s Rule of Order Revised shall govern the SSVT. 12