Home Page

--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The specific and primary purpose for which this corporation is formed is to own, operate and maintain a Buddhist Temple and associated monastic community.

(A) ACTIVE MEMBER: Any person of legal voting age who resides in the State of Missouri or adjacent States, and supports the goals and the ideals of the Thai Buddhist Temple whose name shall be enlisted in the Temple Directory

(B) ASSOCIATE MEMBER: Any individual who resides in the same area of (A) who maintains his/her relationship with the Temple and participates in its activities and available services, but is not actively involved with Temple management. His/her name will also be enlisted in the Temple Directory.

(C) HONORARY MEMBER: Any individual who has made substantial contribution to the Corporation and his/her eligibility is approved unanimously by the Board of Directors.

Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. A membership committee, appointed by the President in accord with Article VI, Section 1 and 2, shall review all applications and submit them to the Board of Directors with its recommendation. Election of members shall be by the Board of Directors at any meeting thereof and shall be by a majority of those present at a duly constituted meeting.

Membership dues shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable annually, semi-annually or quarterly in advance.

(a) Any member may resign from the corporation upon written request to the Board of Directors;

(b) Any member may be expelled by a two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of the corporation, after notice and opportunity for a hearing are afforded the member complained against.

The annual meeting of the corporation shall be held during July of each year. The time and place shall be fixed by the Board of Directors and notice thereof mailed to each member at least ten (10) days before said meeting.

General meetings of the corporation may be called by the President at any time or upon petition in writing or any twenty members in good standing.

(a) Notice of special meetings shall be mailed to each member at least five (5) days prior to such meetings;

(b) Board of Directors meetings may be called by the President, or by him upon written application of three members of the Board of Directors; notice, including the purpose of. The meeting shall be given to each Director at least one (1) day prior to said meeting;

At any duly called general meeting of the corporation, a majority of the members shall constitute a quorum; a majority of Directors present shall constitute a quorum of the Board of Directors; at committee meetings, a majority shall constitute a quorum, except when a committee consists of more than nine (9) members, in which case five (5) shall constitute a quorum

The Board of Directors shall be composed of at least six (6) members but not more than twenty-six (26), one-half (1/2) of whom shall be elected annually to serve for two years, or until their successors are elected and have qualified. The governing and policy-making responsibilities of the corporation shall be vested in the Board of Directors which shall control its property, be responsible for its finances, and direct its affairs.

At the first general meeting of the corporation, all six (6) members of the Board of Directors shall be elected. Three (3) of the initial members shall serve for a period of one (1) year and three (3) of its initial members shall serve for a period of two (2) years. Thereafter, all members of the Board of Directors shall serve a term of two (2) years. Election to the Board of Directors shall be by vote of the members of the corporation at the annual July general meeting.

All newly elected members of the Board of Directors shall be seated at the regular July meeting and shall be participating members coinciding with their term beginning in July. All retiring Directors shall continue to serve until the election results have been determined.

The Board of Directors at its annual July general meeting shall organize for the coming year, and shall elect a Chairman of the Board of Directors, Vice Chair persons and a Secretary of the Board of Directors. It shall be the duty of the Chairman of the Board of Directors to preside at any and all meetings of the Board of Directors and shall be the chief member of the Board of Directors. The Chairman shall also have one vote. The Chairman, or his designated representative, shall subject to the approval of the Board of Directors deliver all directives, assignments, and responsibilities to the appropriate officer of the corporation as set forth in Article V hereof and shall be the chief spokesman for the Board of Directors, but always subject to the approval of the Board of Directors.

The Secretary of the Board of Directors shall serve the Board of Directors, and shall be one of its members, and shall cause to be prepared notices and minutes of the meetings of the Board of Directors and shall prepare all of their notices required pursuant to these By-Laws.

The Board of Directors shall meet at least once every three (3) months unless four (4) or more members of the Board of Directors assent at least one (1) day in advance to the cancellation of a meeting for a particular month.

A member of the Board of Directors who shall be absent for four (4) consecutive regular meetings of the Board of Directors shall automatically be dropped from the Board of Directors unless confined by illness or otherwise decreed by a majority vote of these voting at a meeting of the Board of Directors.

Vacancies on the Board of Directors shall be filled by a majority vote of the remaining members of the Board of Directors for the remainder of the term of the member of the Board of Directors who had previously held such position.

The Board of Directors is responsible for formulating and implementing the policies of the organization.

Each person who is or was a Director or Officer of the corporation shall be indemnified by the corporation as of right to full extent permitted or authorized by the General Corporation Law of the State of Missouri, including, but not limited to, the provisions of Section 351.355. Revised Statutes of Missouri, as amended against any liability, civil or criminal, cost or expense asserted against him and, incurred by him in his capacity as a Director or Officer of the corporation. The corporation may, but shall not be obligated to, maintain insurance, at its expense, to protect itself and any such person against and such liability, cost or expense.

At the July meeting, the Board of Directors shall elect the following officers as the operating officers of the corporation, all of whom are subject to control and direction of the Board of Directors: (1) President, (2) , Vice Presidents (not more than 3), (3) Secretary, (4) Treasurer and (5) Two (2) Assistant Treasurers. The officers may, also be members of the Board of Directors. All officers shall serve for a period of one (1) year and/or until their successors assume the duties of said office

Vice-President. The duties of Vice President shall be such as may be assigned by the President and Board of Directors. If the first Vice President is unable to perform the assigned duties, the second Vice President will resume such responsibilities. If the second Vice President is unable to perform the said duties previously prescribed, the third Vice President shall finally assume these responsibilities.

Treasurer. The Treasurer shall be responsible for the safeguarding of all funds received by the corporation and for their proper disbursement. Such funds shall be kept on deposit in financial institutions as approved by the Board of Directors, subject to checks signed by the Treasurer and the President, or, in the absence of either or both, by any two officers. The Treasurer shall cause a monthly financial report to be made to the Board of Directors. The Treasurer shall be bonded in an amount determined by the Board of Directors. The Assistant Treasurers will automatically resume all duties and responsibilities assigned to the Treasurer, if the Treasurer is unavailable.

Secretary. The Secretary shall serve the officers, and cause to be prepared notices and minutes of meetings of the officers and minutes of membership meeting, and shall prepare all other notices required pursuant to these By-Laws as required by the Board of Directors. The Secretary shall have such other and further duties as the President or the Board of Directors may from time to time direct.

The President by and with approval of the Board of Directors, shall appoint all committees and committee chairperson, including the committee and committee chairperson of the membership committee. He or she may appoint such ad hoc committees and their chairperson as he/she deems necessary to carry out the purposes of the corporation. Committee appointments shall be at the will and pleasure of the President and in no event shall exceed the term of the appointing President.

It shall be the function of the committee to make investigations, conduct studies and hearings, make recommendations to the Boards of Directors, and to carry on such activities as may be delegated to them by the Board of Directors.

No action by any member committee, director or officer shall be binding upon, or constitute an expression of, the policy of the corporation until it shall have been approved or ratified by the Board of Directors.

Committees, except the membership committee, shall be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committee

The Committee has authority to exercise the full authority of the Board of Director except the executive committee cannot authorize such things as the distribution of assets larger than $10,000, (ten thousand U.S. Dollars), dissolution or merger, the sale of substantially all the assets, or amendments or repeal of the corporate articles or bylaws.
The executive committee shall consist of not more than 9 members. Those are president, vice presidents, secretary, treasurer, chairpersons of finance committee, bylaws committee, memberships nominating committee and a member at large. One of them will be elected to serve as executive committee chairperson. The executive committee may meet once a month except the month that the board of directors meet.

At the first meeting of the Board of Directors, a Finance Committee shall be established which shall be responsible for designating the depositories in which the assets of the Foundation shall be deposited. The Finance Committee shall also direct the financial affairs of Wat Phrasriratanaram, Inc., including but not limited to budgeting , investing fund raising and auditing under the supervision of the Board of Directors. It shall report at least once a year to the Board of Directors the financial condition of Wat Phrasriratanaram, Inc. The Finance Committee shall consist of four (4) members, one (1) of whom shall be the Chairperson, whom shall serve on the Finance Committee until their respective successors are elected by the Board of Directors. The Treasurer shall be an ex-officio member of this committee.

At the first meeting of the Board of Directors, a Membership Committee shall be established which shall be responsible for the search, nomination and election of the Chairperson-Elect and Board of Directors, as prescribed in the By-Laws, to be approved by the Board of Directors and voted upon at the annual meeting. The Membership Committee shall consist of at least five (5) members, one (1) of whom shall be the Chairperson, whom shall serve on the Committee on at least nominations until their respective successors are elected by the Board of Directors.

At the first meeting of the Board of Directors, a By-Laws Committee shall be established which shall be responsible for the review and preparation of suggested amendments to the By-Laws. The By-Laws Committee shall act under the supervision and direction of the Board of Directors. The By-Laws Committee shall consist of at least five (5) members of the Corporation, one (1) of whom shall be the Chairperson, whom shall serve on the By-Laws Committee until their respective successors are elected by the Board of Directors.

There shall be such other Committees of the Corporation as the Chairperson, or the Board of Directors may, from time to time, designate, and the Committees-so designated shall perform such duties and fulfill such functions as the Chairperson or Board of Directors, as the case may be, shall prescribe in establishing such Committee.

All monies paid to the corporation shall be placed in a general operating fund. Funds not needed or unused for the current year’s budget shall be placed in reserve account that is interest bearing.

All disbursements shall be made by the Treasurer after obtaining the necessary co-signature but any expenditure in excess of Five Hundred Dollars ($500.00) must first obtain the approval of the Board of Directors. Also, any disbursements to any person, firm, corporation, partnership or association that total more than Five Hundred Dollars ($500.00) in any thirty (30) day period must be first approved by the Board of Directors. All disbursements shall be by check.

As soon as possible after the election of the new Board of Directors and officers, the Board of Directors shall compile a budget of estimated expenses for the period of October 1 of each year to September 30 of the following year.

There shall be no salary or other compensation paid to any member of the Board of Directors nor any officer of the corporation for services rendered to the corporation.

The current edition of Roberts’ Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the Articles of Incorporation or these By-Laws of the corporation.

These By-Laws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting, provided that notice of the meeting includes a proposal for amendment of the By-Laws. Any proposed amendments or alterations shall be submitted to the Board at least five (5) days before the meeting at which they are to be acted-upon.

Before any of the real estate acquired by the corporation can be either sold, gifted or in any way transferred, the Board of Directors shall give at least sixty (60) days written notice of a meeting of the membership to each member of the corporation setting forth that said notice of the intent of the Board of Directors to either sell, gift or transfer any of the real estate owned by the corporation and the reasons therefore. Said sale, gift or transfer shall not take place without the consent of at least three-fourths (3/4) of the members of the corporation present at said meeting.

These By-Laws are adopted this _________________ day of ____________________, 20____

		WAT PHRASRIRATANARAM
		890 Lindsay Lane, Florissant, Missouri 63031 Tel:(314)839-3115