Our By-Laws
BY-LAWS of OPEN DOOR MEDITATION COMMUNITY
A Not-for-Profit Charitable Organization
ARTICLE I
Section 1. Principal and Records Offices
The principal offices of the ODMC are located in Cumberland County, State of Maine. The records office for ODMC is 5 Stoneledge Drive, Portland, ME 04102 in Cumberland County, in the State of Maine.
Section 2. Change of Address
The board of directors, which will be called the Sangha Steering Circle, may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these by-laws:
Office Type: __________________________________
New Address: __________________________________
Dated: _________________, 20__
New Address: __________________________________
Dated: _________________, 20__
New Address: __________________________________
Dated: _________________, 20__
ARTICLE II – NAME, PURPOSE
Section 1: Name
The name of the organization shall be OPEN DOOR MEDITATION COMMUNITY.
Section 2: IRC Section 501(c)(3) Purposes
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
The purpose of Open Door Meditation Community (ODMC) is to create and support a welcoming, thriving, diverse, and inclusive Buddhist Insight Meditation community (or sangha) in Southern Maine. ODMC is organized and shall be operated exclusively for charitable, educational and religious purposes. The organization is established to provide educational and religious offerings (including but not limited to regular meditation practice sittings, teacher-led Dharma talks, Buddhist meditation and religious instructions, and periodic gatherings and study groups) to support strengthening of community, deepening of meditation practices, and understanding of Buddhist doctrines.
Participation in offerings of ODMC will be open to any individual who is in accord with the purposes of the organization and who wishes to participate. ODMC will not discriminate against any person on account of race, ethnicity, national origin, disability, age, gender, religion, sexual orientation, gender identity or other arbitrary or illegal basis.
ARTICLE III – Board of Directors for ODMC is called the Sangha Steering Circle (the “SSC”)
Section 1: Board Role. The Sangha Steering Circle (SSC) of ODMC is responsible for overall policy, governance and direction of the organization. The SSC will be responsible for decisions regarding religious education, communications, programming, governance and the logistics for events and teacher support, as well as managing the financial health and support of the organization. The members of the SSC will be referred to as directors. The SSC will be responsible for approving changes to these by-laws. The SSC may form and assign responsibilities to Committees as needed.
Section 2: Sangha Steering Circle (SSC) Size, Composition and Vacancies. The SSC shall be composed of no fewer than three members and no more than 12 members. Any participant in ODMC who supports the purpose of ODMC will be qualified to be nominated to the SCC. The SCC receives no compensation other than reasonable expenses. New members will be nominated by the Executive Committee and approved by the SCC. Nominations for vacancies and additional members may be presented by any member of the SSC to the Executive Committee for consideration. The SSC will elect officers who will serve as the Executive Committee and have the purpose and roles defined in Article IV Section 2 of these by-laws.
Section 3: Meetings, Notice and Visitors
The SSC shall meet as often as may be necessary to properly discharge its responsibilities, but no less than two times per year. Meetings may be held virtually or in person.
An annual meeting will be held once a year, and SSC members will be given at least one week's notice of the meeting.
An executive session to review programing, teaching and the effectiveness of the programing shall be held at least once a year, to provide oversight to the spiritual mission of the Sangha.
Any participant in ODMC or visitor interested in attending a SSC meeting may ask to be invited by contacting one of the directors of the SSC. This must be done at least one week prior to any scheduled meeting and coordinated through one of the officers or the designated facilitator of the meeting. The Buddhist teachers and others who are involved in the Sangha at large may be invited to attend
Section 4: Terms. The initial SSC members will be assigned either a 1 year or a 2 year term. SSC members are eligible to serve an additional term of two years. Nominations and elections to the Steering Circle can happen at any time, but all terms end on April 15 of the final year. All Steering Circle members are eligible to serve for no more than four consecutive years. SSC members must be off the SSC for at least one year before being eligible for nomination again.
Section 5: Quorum and Voting. Two thirds of SSC members at any one meeting (virtual or in-person) will constitute a quorum. Proposals presented and voted on at the SSC require a two thirds majority to pass. All voting shall be by voice or hand raise unless ballots are requested by any SSC member. If requested, ballots shall be provided and one of the directors shall appoint two people to count the vote and report the results which will be recorded by the Secretary or designee in the minutes of the meeting. Each member gets one vote.
Section 6: Execution of Instruments. The SSC, except as otherwise provided in these by-laws, may by resolution, authorize any officer or agent of ODMC to enter into any contract or execute and deliver any instrument in the name of and on behalf of ODMC, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind ODMC by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 7: Guiding Teachers. Guiding teachers are chosen and approved by a two thirds vote of the entire SSC at least annually. ODMC Guiding Teachers will regularly attend the SSC meetings, unless it is in executive session. The SSC will consult guiding teachers for their guidance in Sangha development and health. The role of guiding teachers will be to provide spiritual, programming and Sangha health and development guidance to the SSC. Guiding teachers are not elected members of the SSC.
Section 8: Standards of Conduct. SSC Members and Committee members shall be responsible for discharging their duties in good faith, with the care of an ordinarily prudent person in a like position exercise under similar circumstances, and in a manner that they reasonably believe to be in the best interest of the community.
Section 9: Termination. The term of a SSC member may be terminated prior to its expiration in any of the following ways:
Voluntarily by a SSC member upon notice to the SSC and Community
Automatically upon termination of the relationship of that member or director with the Community
By a vote of the SSC based on that member not fulfilling the duties over a time period of at least four months.
Section 10: Non Liability of SSC members or directors. The SSC members or directors shall not be personally liable for the debts, liabilities, or other obligations of ODMC.
Section 11: Indemnification of ODMC SSC members or directors, including officers
The directors, otherwise known as SSC members and officers of ODMC shall be indemnified by ODMC to the fullest extent permissible under the laws of this state.
Section 12: Insurance for Corporate Agents
Except as may be otherwise provided under provisions of law, the SSC may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of ODMC (including a director, officer, employee, or other agent of ODMC) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not ODMC would have the power to indemnify the agent against such liability under the articles of incorporation, these by-laws, or provisions of law.
ARTICLE IV – COMMITTEES
Section 1: The SSC may create committees as needed to carry on the work of the
organization. Committee Chairs may be members of the SSC, but other Sangha members may be chairs, so long as one person from each standing committee reports to the SSC regularly. Committee members may be anyone who has participated in the life and study of the Sangha, who expresses an interest in volunteering their time and energy, and is helpful in the work of the committee. Committee members expressing interest are accepted by the Chair or Co-Chair of the committee, or referred to an alternative committee when appropriate.
Section 2: ODMC Executive Committee Definition, Election and Duties.
Definition and Election: The ODMC Executive Committee is composed of the officers of the organization: treasurer, the secretary, and either a chair and vice chair or two co-chairs. The Executive Committee shall be elected annually by the SSC at the annual meeting. Whenever a vacancy arises on the Executive Committee, there will be an election at a regular meeting of the SSC.
Duties: The Executive Committee provides leadership to ensure the effective action of the SSC in governing and supporting the organization, oversee SSC affairs, and foster overall financial health. In addition, the Executive Committee will be responsible for soliciting and presenting nominations for membership to the SSC. The Executive Committee will oversee the legal filings for the establishment of and filings for non-profit organization and maintenance of an 501 C-3 organization once ODMC is approved as such.
Members and Individual Duties:
The Chair provides leadership to ensure the effective action of the SSC in governing and supporting the organization, oversees SSC affairs, and fosters overall financial health. There can be two Co-Chairs elected to share the responsibilities of the Chair, dividing their duties as they see fit. The chair or co-chairs shall be the major spokespersons for the organization, help set agendas and preside over meetings, appoint and stay in touch with Committee Chairs, identify issues and committee recommendations that should be presented to the full SSC, and convenes special meetings as needed. They shall be one of the officers who may sign the checks or drafts of the organization. The Chair signs official documents. The chair can serve for up to two consecutive years.
The Vice-Chair assumes the role of the Chair in the chair’s absence, holding all the same authority given to that position. If there are two Co-Chairs, there need not be a Vice-Chair. The Vice-Chair also serves as the Nominating Committee Chair. The vice-chair can serve for up to two consecutive years.
The Secretary is responsible for keeping records of all SSC actions and assuring all corporate records are maintained. The Secretary ensures that meeting minutes are taken and distributed in a timely manner.
The Treasurer shall Chair the Finance Committee or assign another committee member to chair the Finance Committee, assist in the preparation of the budget, oversee preparation of tax reports, and make a financial report at each SSC meeting. The treasurer is one of the officers who may sign the checks or drafts of the organization.
Section 3: Standing ODMC Committees.
The following committees are standing committees of ODMC and function at the direction of the SSC.
The Communications Committee manages electronic communications promoting the activities and purpose of ODMC, keeps the organization’s website (currently opendoorportland.org) updated, along with the mailing lists, and other communications platforms.
The Program Committee helps the SCC, spiritual teachers and ODMC community participants develop programs, maintains a schedule of events, and provides the logistical support necessary to run the educational and spiritual programs for ODMC, which support the practice of insight meditation and dharma education.
The Finance Committee oversees development of the annual budget and the performance of the organization in meeting its budgeted revenues and expenses. The committee will present the budget and any subsequent major changes to the SSC for approval. Committee will be responsible for recommending and leading fundraising efforts, developing new funding streams, and acting as a repository for fundraising ideas. The Treasurer or another committee member appointed by the Treasurer will chair the Finance Committee. The fiscal tax year shall begin September 1st and end on August 31st.
The Facilities Committee is responsible for identifying the space needs for Open Door and making recommendations to the Steering Circle for approval. The committee also coordinates the scheduling, furnishings, cleaning of the space and coordinates the audio system and other technology needs including ensuring there are enough Sangha members who can set up and troubleshoot these systems.
Section 4: Ad Hoc Committees. The SSC may form ad hoc committees which are temporary in nature to address specific needs.
ARTICLE V – Staff and Salaries
The SSC shall fix the compensation of any and all employees which they determine to be necessary for the conduct of business of the organization. The Executive Committee is authorized to make hiring decisions, but may request the involvement of SSC members in the final selection process prior to hiring any staff. The salary of any staff will be discussed with the finance committee and approved on an annual basis by the SSC.
ARTICLE VI - IRC 501(C)(3) TAX EXEMPTION PROVISIONS
Section 1. Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these by-laws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 2. Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that ODMC shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
ARTICLE VII – DEDICATION OF ASSETS
Section 1. The properties and assets of ODMC are irrevocably dedicated to and for non-profit purposes only. No part of the net earnings, properties, or assets of ODMC, on dissolution or otherwise, shall inure to the benefit of any person or any member, director or officer of ODMC. On liquidation or dissolution, all remaining properties and assets of ODMC after payment, or provision of payment, of all debts and liabilities of ODMC will be distributed to organizations as specified in the following order: (i) to an Insight Meditation group in Southern Maine solely dedicated to non-profit purposes; if no such organization can be located, then (ii) to an Insight Meditation organization in Massachusetts which has established its tax-exempt status pursuant to Section 501(c)(3) of the Internal Revenue Code. If organizations as described in (i) and (ii) of the previous sentence cannot be located, then distribution will be made for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
ARTICLE VIII - CORPORATE RECORDS AND REPORTS
Section 1. Maintenance of Corporate Records
All records for ODMC will be kept at the records office designated in Article I
Minutes of all meetings of the SSC and committees of the SSC, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
A copy of ODMC’s Articles of Incorporation and By-laws as amended to date.
Section 2. Periodic Report
The SSC shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state, to be so prepared and delivered within the time limits set by law. The Executive Committee of the ODMC shall direct or oversee this process.
ARTICLE IX - CONFLICT OF INTEREST AND COMPENSATION APPROVAL
Section 1. Duty To Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with SSC–delegated powers considering the proposed transaction or arrangement.
Section 2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the SSC or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
Section 3. Procedures for Addressing the Conflict of Interest
An interested person may make a presentation at the SSC or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chair of the SSC or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the SSC or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the SSC or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
Section 4. Violations of the Conflicts-of-Interest Policy
If the SSC or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the SSC or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 5. Records of Proceedings
The minutes of the SSC and all committees with board-delegated powers shall contain
The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the SSC’s or committee’s decision as to whether a conflict of interest in fact existed
The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings
Section 6. Compensation
A voting member of the SSC who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the SSC or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
ARTICLE X – OTHER POLICIES
Section 1. Maintenance of Policies
The SSC will adopt and at all times maintain in force the following policies:
Written whistleblowing policy prohibiting retaliation against any SSC member, officer, committee member, employee or volunteer who in good faith reports an ethics violation or a suspected violation of law;
Written document retention policy establishing a written mandatory document retention and periodic destruction policy for different categories of both paper and electronic documents;
Written public disclosure policy promoting transparency and accountability to ODMC constituents and the public by making available information on ODMC’s governance structure, policies and documents and financial condition, and by implementing the Internal Revenue Service requirements regarding public disclosure of ODMC’s Form 1023 exemption application and annual reporting IRS forms.
ARTICLE XI – CONSTRUCTION AND AMENDMENTS
Section 1: Severability. In the event that any provision of these by-laws is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed inoperative to such extent and shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these by-laws.
Section 2: These by-laws may be amended, when necessary, by a two-thirds vote of the SSC members in entirety, provided all proposed amendments are distributed to all SSC members not less than five days before the date of the meeting at which amendments are to be considered.
These by-laws were first adopted by the Open Door Meditation Community(ODMC) Sangha Steering Circle(SSC) on May 25, 2022 . Further Amendments will be recorded and amended here when approved.
I certify that the foregoing is a complete and accurate copy of the By-Laws of Open Door Meditation Community, including all amendments to date.
___________________________________________ (secretary)
___________________________________________ (typed name)
Adopted: May 25, 2022