American Yoga Association Inc.

A California Nonprofit Public Benefit Corporation

Bylaws

Adopted, February 2, 2014

ARTICLE I

NAME AND LOCATION

SECTION 1. NAME

The name of the organization is American Yoga Association, Incorporated (herein referred to as “AYA”) as a nonprofit corporation established in accordance with California State law on February 14, 2014.

SECTION 2. LOCATION
The principal office shall be fixed within or without the State of California, as determined by the Board of Directors (“Board”).

ARTICLE II

PURPOSE AND FUNCTIONS

SECTION 1. PURPOSE

The purpose for which the Corporation is organized and operated are public and charitable within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Code), as stated in the Corporation’s Articles of Incorporation.

SECTION 2. FUNCTIONS

Functions of the Corporation will be in alignment with the established mission and vision set forth by the governing board. Functions and activities will include and will not be limited to the following:

A. To educate the public about the teachings of Yoga.

B. To instruct and train the public in the principles of Yoga as well as to uphold a level of teaching standards.

C. To arrange Yoga demonstrations, meetings, workshops, conventions, conferences, tournaments, lectures, and arrange Yoga intensive studies which would be open to the general public both international and abroad.

D. To train and assess applicants for qualifications to teach Yoga and issue certifications upon satisfaction of its standards.

E. To maintain the AYA Certification.

F. To maintain a national and international registry of certified teachers and assessors.

G. To promote and advance the study and the practice of Yoga; and research into the therapeutic effects of Yoga as a means of improving the mental, physical; and spiritual health of the community, and to publish the useful results of any such research.

H. To research and implement ways to better train the practitioners and teachers of Yoga.

I. To research and implement ways to better serve the community through the techniques of Yoga.

J. To sponsor, organize, and fund events and activities that are consistent with the purpose of the Corporation with or without co-operating with other charities, non-profit Corporations, funds, foundations, organizations, schools, and hospitals that are both domestic and abroad within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Code), as stated in the Corporation’s Articles of Incorporation.

K. To establish a reference library and maintain archives of pertinent materials.

L. To establish publications on the principles of Yoga.

M. To establish a newsletter, online media, and other means of disseminating information consistent with our purposes.

N. To employ staff, own property, raise funds, incur expense or do any other thing in pursuance of these functions within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Code), as stated in the Corporation’s Articles of Incorporation. 

MEMBERSHIP

SECTION 1. MEMBERSHIP

The corporation is a membership organization. The purpose of membership in the Corporation is to promote community understanding, commitment, and support for the mission, strategic plan, and services of the Corporation. The purpose of membership is to study, teach, disseminate and promote the art, science, and philosophy of the Original Yoga System for the purposes of community healing and education. Membership is open to all persons interested in the purposes of this nonprofit, public benefit corporation regardless of his or her ethnicity, race, belief, gender, and nationality. Any individual who receives a Yoga certification from the AYA is automatically registered as a member for a year.

(A) VOTING RIGHTS

Members who satisfy qualification standards set forth by the Executive Committee (hereby referred to as the Committee), shall be entitled to one vote for the nomination of any Special Committee member.

SECTION 2. ANNUAL DUES

Members shall pay annual dues as may be determined by the Board. The intent of the funds collected from fees is for the basic maintenance of the organization. Membership shall continue for each year in which it is similarly renewed unless sooner terminated.

SECTION 3. TERMINATION OF MEMBERSHIP

Membership is deemed terminated for any member whose dues are in arrears for a period of three (3) months. Membership may also be terminated by a request of withdrawal from the member or a vote of two-thirds (2/3) of the Executive Committee whenever in its best judgment the best interests of the Corporation would be served thereby. A membership is also terminated by death or by resignation. In the event of termination of membership, dues shall not be refunded.

ARTICLE VI

BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS

The affairs of the Corporation shall be managed by its President and the Board. The Board may, from time to time, hire or designate staff, paid or volunteer, to carry out the Board’s direction under the oversight of the Board.

SECTION 2. NUMBER, TENURE, ELECTION AND QUALIFICATIONS.

There shall at all times be at least three (3) and no more than five (5) Directors. Each Director shall be elected by the Board and serve in office for a term of four (4) years unless re-elected or until his or her earlier death, resignation, or removal from office. The terms of office of the Directors shall be staggered as determined by the Board.

SECTION 3. NOMINATION

Election of new directors will be the first item of business three months after their nomination. Nominees receiving the highest number of votes by the Board are elected with the final approval of the Chair. A Director may be re-elected to serve additional terms. Re-election of current directors to additional terms will occur as the first item at the end of each calendar year after their four (4) year term, his/her earlier death, resignation, or removal from office.

SECTION 4. QUORUM

No less than fifty-one percent of the current members of the Board shall constitute a quorum, provided there are a minimum of three (3) Directors present, before business can be transacted or motions made or passed. Each director shall have one vote in the functioning of the Board, and such voting may not be done by proxy.

SECTION 5. VACANCIES. 

Vacancies occurring in a Board or Officer position by death, resignation, refusal to serve, or otherwise, may be temporarily be appointed by the Chair for a maximum of (3) months, or by an immediate replacement election.

SECTION 6. RESIGNATION AND REPLACEMENT.

A Board member will cease to hold office if: he or she resigns, commits unlawful actionsagainst fellow Board member(s), is absent without permission of the Board for three or more consecutive meetings, or becomes incapable of serving for any reason, then the Board resolves to vacate that office. If a member ceases to hold office before expiration of his or her term, there will be an immediate replacement election.

ARTICLE VI

MEETINGS OF THE BOARD

SECTION 1. MEETINGS.

5.1 Place of Meetings. The meetings of the Board shall be held at a place determined by the Board.

5.2 Regular Meetings. The Board shall meet at least quarterly, at an agreed upon time and place.

5.3 Special Meetings. Special meetings of the Board may be called at any time by the President or by a 2/3rds majority of the Board. The agenda of any special meeting will be announced at the time notice is given.

5.4 Notice of Meetings. Regular meetings shall be called on at least ten (10) days notice and special meetings on at least five (5) days notice. Notice of regular or special meetings may be provided by electronic transmission in accordance with applicable law.

5.5 Waiver of notice. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except when 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.

5.6 Meetings by Communications Equipment. Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence of the person at a meeting.

SECTION 2. QUORUM. 

5.2.1 Quorum. At all meetings of the Board, a majority of the total Directors then in office shall constitute a quorum for the transaction of business.

5.2.2 Voting of Directors. The voting of the majority of the Directors at a meeting at which a quorum has been established shall be the act of the Board, unless a vote of a greater number is required by these Bylaws. Any act of the Board may also be taken without a meeting by unanimous written consent of all Board members to the motion presented to them in writing.

ARTICLE VII

COMPENSATION AND DUTIES OF DIRECTORS

SECTION 1. COMPENSATION

Directors shall not receive any compensation for their services as Directors, but the Board may, by resolution, authorize the reimbursement of reasonable expenses incurred in the performance of their duties. Such authorization shall prescribe the procedure for approval of payment for such expenses by designated Officers of the Corporation. The Board may grant a permit to a former Director to provide goods or services to the Corporation either directly or on behalf of a corporation or other person or entity. The Board may permit the Corporation and the former Director (or the relevant third party) to enter into a written agreement, for consideration, upon a vote of at least two- thirds (2/3) of the Board members present at the meeting at which the proposals submitted by the AYA are considered and the vote is taken.

SECTION 2. DUTIES

Directors have fiduciary duties and obligations to serve on the Board and act in the best interests of the Corporation and to avoid conflicts of interest as provided in these Bylaws, the General Policies of the Corporation, and applicable law.

ARTICLE IX

EXECUTIVE COMMITTEE

SECTION 1. MEMBERS

The Executive Committee shall have the following members: the President, Secretary, Treasurer, and the Chair of any Special Committees. The President shall chair the Executive Committee. The President will attend and participate in Executive Committee meetings as ex officio, non-voting members, except those meetings or portions thereof that address the evaluation or compensation of the President.

1. Powers. The Executive Committee may exercise the powers of the Board between regular meetings of the Board, in accordance with the policies and procedures established by the Board to govern the actions of the Committee. The Executive Committee is charged with periodic evaluation and determining the compensation of the President. The Executive Committee shall conduct a review of the policies of the Corporation, including these Bylaws and the strategic plan, and make recommendation to the Board for any revision thereto, on an annual basis or according to such other schedule as determined by the Executive Committee. The Executive Committee shall keep a record of its proceedings and shall report the same to the Board at the next following meeting of the Board.

SECTION II: QUOROM AND VOTING.

A majority of the Committee shall constitute a quorum, and action of the Committee may be taken by a majority vote at a meeting where a quorum is present.

ARTICLE X

SPECIAL COMMITTEES

The Board may designate, elect, appoint, hire or dismiss any such committees, task forces, working groups, panels, or advisory bodies of any sort (each a “Special Committee”) as it shall deem necessary to carry out the purpose, mission, and function of the Corporation in accordance with the Articles of Incorporation, these Bylaws, and the General Policies of the Corporation, or as may be required by law. All Special Committees shall be advisory in nature.

The Board Chair appoints all committee chairs. Each such Special Committee shall include among its members a least two (2) Directors. A simple majority of members of any Special Committee shall constitute a quorum, and action by a Special Committee shall be taken by a majority vote of the members where a quorum is present. Each Special Committee shall report to the Board on any actions taken by the committee since the preceding Board meeting.

A. CERTIFICATION COMMITTEE

The Certification Committee shall develop guidelines for the yoga training, certification, and the maintenance of continued education hours of AYA trainers. Such guidelines must first be approved by the President before its incorporation into the AYA Certification Manual and AYA Assessors Manual. Notice of official changes must appear on the website for a minimum of three (3) months, and additional electronic notice shall be sent to certified trainers. The Certification Committee is responsible for the coordination and oversight of all certification processes, and addressing any grievances regarding the certification process.

B. ETHICS COMMITTEE

The Ethics Committee oversees the ethical standards for the AYA. The Ethics Committee has the power to open an investigation and subsequently, a forum with any person(s) or entities that utilize the AYA name. Complaints for investigation can be brought forth from an AYA yoga trainer or any active student or member in the form of either: two (2) separate occurring notice for a grievance with evidence, OR one (1) violation of code set forth by the AYA Certification Manual. The Ethics Committee has the power to recommend appropriate sanctions to the Executive Committee, and if necessary, the pursuit of legal actions with the approval of the Executive Committee.

ARTICLE VIII

OFFICERS

SECTION 1. ELECTION, TITLE, AND TERM.

The Officers of the Corporation that are filled at all times are the President, Secretary, and Treasurer. Additional positions may be created and amended under company policies. All such positions shall be elective, except that the President shall jointly be the chief staff officers and ex officio appointive officers of the Corporation. Each elective Officer shall be elected by the Board of Directors from amongst themselves, from a slate of candidates nominated at least two (2) weeks prior to the meeting at which Officers are selected, in accordance with any policies, procedures and guidelines established by the Board. Each elective Officer shall serve for a term of four (4) years, or until a successor has been selected.

SECTION 2. DUTIES.

The duties of the Officers of the Corporation shall be such as usually appertain to such offices of corporations generally, except as may be otherwise prescribed by these Bylaws or by the Board, and include but are not limited to the following:

2.2 Officers and Duties. There shall be, at all times, three officers of the Board consisting of a President, Secretary and Treasurer.

a.) President. The President shall convene the quarterly Board meetings, and preside or arrange for other members of the executive committee to preside at each meeting in the following order: Secretary and Treasurer. The President, subject to the direction of the Board, the Executive Committee, and the duties specified in these Bylaws or other governing documents, shall supervise, direct and control the business affairs of the Corporation. The President holds the power to call for a review and revote for a maximum of three (3) quorums each annual year for the best interests of the corporation.

b.) Secretary. The Secretary shall have and perform such powers, authority and responsibilities as are incident to the position of secretary, which shall be to act as secretary and record minutes of all meetings of the Board, of the committees of the Board, of annual meetings of the Corporation, and of meetings of advisory councils to the Board, to record the proceedings of such meetings in a book or books to be kept for that purpose, and to have sole custody of such minutes and records. The Secretary shall see that all notices and agenda that are to be given are duly given. In addition to any powers, authority and responsibilities of the Secretary pursuant to Section 8.3, the Secretary shall, when requested, counsel with and advise the other officers of the Corporation. The Secretary shall report directly to the President.

c) Treasurer. The Treasurer oversees the Corporation’s financial and accounting operations. Responsibilities of the Treasurer will include but will not be limited to, accepting and depositing donations, keeping financial records, maintaining a bank account in the organization’s name, manage accurate accounting books, sending receipts of charitable contributions to donors, convening and providing leadership to the Finance Committee, providing financial statements and guidance to the President and the Board of Directors. The Treasurer will work with a professional accountant, tax professional, and auditors upon approval of the board in regards to annual financial filings and legal matters. The Treasurer shall keep and maintain in written form adequate and correct books and records of account of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, gains, disbursements, gains and losses. The books and records of account shall be at all times open to inspection by any Director of the Corporation. The Treasurer shall disburse the funds of the Corporation as ordered by the Board of Directors, and shall render to the Directors, on request, an account of all such officer’s transactions as Treasurer, and of the financial condition of the Corporation.

All Officers shall perform such other duties as the Board may direct, and, at the expiration of each Officer’s term, he or she shall deliver to the Board all property and records of the Corporation that may have come into his or her possession or control.

ARTICLE IX

CONTRACTS, CHECKS, DEPOSITS AND FUND

SECTION 1. AUTHORIZATION

The Board may authorize any Officer, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board.

SECTION 2. ACCEPTANCE OF GIFTS.

The Board or any Officer or Officers may accept on behalf of the Corporation any contribution, gift, or bequest for the general purposes or for any special purpose of the Corporation.

SECTION 3. AUDITS.

Upon request of the Board, the accounts of the Corporation will be audited by a reputable certified public accountant, whose report shall be submitted to the Board and filed accordingly.

ARTICLE X

INDEMNIFICATION AND INSURANCE

SECTION 1. INDEMINIFICATION

Directors, Officers, and other authorized employees or agents of the Corporation shall be indemnified against claims for liability arising in connection with their positions or activities on behalf of the Corporation to the full extent permitted by law.

SECTION 2. INSURANCE

The Corporation shall maintain liability insurance, including Directors and Officers Liability insurance, in such amounts and under such terms as the Board may from time to time determine.

ARTICLE XI

Non-Partisan Activity

This Corporation has been formed under the California Corporation Law for the purposes described herein above in Article II, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation; nor shall the Corporation participate or intervene in any political campaign on behalf of any candidate for public office or for or against any clause or measure being submitted to the people for a vote. The Corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of its purpose.

ARTICLE XII

Dedication of Assets

The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Internal Revenue Code Section 501(c)(3).

ARTICLE XIII

Miscellaneous

1. Amendments.
These Bylaws may be amended, repealed, or changed at any regular or special meeting of the Board by the affirmative vote of a majority of the members of the Board present at any such meeting, provided that notice containing the general effect and intent of the proposed amendments has been given to all members of the Board at least 10 days prior to such meeting.

2. Subject to Law. 
All powers, authority and responsibilities provided for in these Bylaws, whether or not explicitly so qualified, are qualified by the provisions of California State Law and applicable laws.

3. Board Resolutions and Policies.
The Board may from time to time adopt policies of the Corporation not inconsistent with the Law or these Bylaws. These policies shall be part of the overall Corporate Policies and Regulations. The policies shall be set forth in Board resolutions or such other policy document and the official version shall be kept in the custody of the Secretary. The President, or his or her designee, shall communicate all statements of purpose adopted by the Board, including the Mission and Strategic Plan of the American Yoga Association, throughout the Corporation.

4. Management Policies and Regulations.
The Board delegates to the President, or his or her designee, the authority to promulgate subordinate written directives, policies and regulations of the Corporation not inconsistent with the Congressional Charter, these Bylaws, or any other action, resolution, or policy of the Board. These Management Policies and Regulations shall be part of the overall Corporate Policies and Regulations. Until the proper election of the Ethics Committee Board delegates to the President, or his or her designee, the authority to develop processes and procedures to enforce Management Policies and Regulations and secure compliance with said policies and to take any remedial or corrective action deemed appropriate and not inconsistent with the law, these Bylaws, or any other action, resolution, or policy of the Board.

5. Fiscal Year.
The fiscal year of the Corporation, shall commence and end on dates fixed from time to time by resolution of the Board.

6. Corporate Policies and Regulations.
The Corporation including the officers, directors, employees, volunteers, agents, and representatives thereof shall comply fully with all applicable provisions of Corporate Policies and Regulations.

7. Dissolution.
All the assets and net earnings of the Corporation are irrevocably dedicated to charitable purposes and no interest therein shall ever inure to the benefit of any member of the Board, officer, member, or private person or entity. In the event of dissolution the corporate assets shall be transferred for charitable purposes to such entity as may be designated by law.

8. Seal.
The corporate seal shall be in such form as the Board shall approve. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.