Draft for review, February 2024
Notes to readers:
- Underlined text indicates new or rephrased language.
- If members want further clarification, refer to 2005 bylaws available online and compare content.
- Bold, italicized text indicates instructions for further documentation
Subud is a practice that is in harmony with all faiths, and has no dogma or doctrine. Subud is open to those who wish to receive a direct spiritual experience of the soul being reawakened by the great Life Force, the power of God.
Subud neither has nor promotes any political or religious affiliation or belief. Any political or religious opinions expressed in the writings or speech of individual Subud members, whether privately, electronically, or commercially published, are those of the authors, and in no way reflect the views or policies of Subud, nor may any Subud resources or affiliated digital media be used to promote such opinions.
Subud California, Inc. is a nonprofit 501(c)(3) religious corporation (the “Corporation”) organized under the laws of the State of California and is a foreign corporation in other states. The Corporation provides a structure to support the activities, in the California Region, of the Association of Susila Budhi Dharma, and is one of several separate, autonomous regional associations that organize to form the national association of Subud known as Subud United States of America, Subud USA.
Subud California, Inc. does not discriminate against individuals on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, genetic information, or parental status, nor does it condone any such discrimination by any of its members. Subud California, Inc. is committed to diversity and inclusion and affirms that each of its members has the right to participate in, benefit from, and contribute to all activities, programs, and services of the association with dignity and respect. Subud California, Inc. further affirms its obligation to ensure that it maintains an environment that is free from harassment.
The membership recognizes that an administrative structure is necessary to accomplish its purposes and the members of Subud California, Inc. do therefore organize themselves under these bylaws. Subud California’s corresponding Policy and Procedures Manual (PPM) includes specific processes to be followed by Centers, Groups, Committees, Members, and the Board of Directors in adherence to these bylaws.
Article 1
Name and Place of Business
The name of the Corporation is Subud California, Inc. The principal office for the transaction of the business of the corporation may be established at any place or places within the California Region by resolution of the Board of Directors. The Board of Directors at any time may establish branch or subordinate offices at any place or places where the corporation is qualified to transact business.
Article 2
Purpose
The purposes of the Corporation are to facilitate the worship and spiritual growth of its members in accordance with the principles and practices of Susila Budhi Dharma, and to arrange for other needs of its membership such as:
A. Providing an administrative framework to serve the needs of its membership at the local and regional level;
B. Supporting Subud associations and affiliates at the regional and national level; and,
C. Engaging in other activities which in the opinion of its Board of Directors are appropriate to the achievement of the spiritual aims and goals of Subud California, Inc. as described in the preamble.
Article 3
Helpers
Section 3.1: Description
In accordance with the advice given us by Bapak, Muhammad Subuh Sumohadiwidjojo, founder of the worldwide Subud movement, Bapak’s Helpers are appointed to serve the needs of the membership and Committees at the local and regional level, as well as the national and international levels of the World Subud Association.
Section 3.2: Relationship with Committees
In Subud Centers and Subud Groups, Helpers and their corresponding Committees will establish a regular practice of the latihan together. Likewise, the Regional Helpers and the Regional Board of Directors will establish a regular practice of the latihan together.
The Helpers will provide guidance to their affiliated Committee on questions arrived at through established Subud policy and procedures. Centers, Groups, and the Regional Executive Board will include in their budgets, funds for reasonable expenses which Helpers incur in serving the members.
Section 3.3: Duties
The Subud Center Helpers and Subud Group Helpers, sharing the duties with their corresponding
Committees, will determine how many active members are practicing the latihan at Centers and Groups, and will prepare the annual census, according to the procedures in the Policy and Procedures Manual. The Regional Helpers, in cooperation with the Director for Regional Members, will determine how many active Regional Members are practicing the latihan.
Article 4
Membership
Section 4.1: Description
The minimum age for those who wish to become members of Subud is 17 years. Any person who has been admitted to the spiritual practice of the latihan kejiwaan of Subud is a member of the worldwide Subud association.
Practicing Subud members residing in the California region are considered members of Subud California, Inc. for the duration of their residency, and enjoy the rights, responsibilities, and privileges thereof.
Members are encouraged to receive the latihan regularly, at their local Center or Group, or simultaneously at a distance with other Regional Members, to participate in local and regional gatherings for fellowship and spiritual enrichment, and to volunteer their time, expertise and financial support in accordance with their ability and capacity.
Section 4.2: Removal
A member may be removed from the membership roll in any of three ways:
A. By submitting a letter of resignation to the Regional Executive Secretary;
B. By remaining absent from the latihan kejiwaan for an unreasonable period of time, as determined by the Center or Regional Helpers; or,
C. By acting in a way determined by the Center or Regional Helpers to be gravely contrary to the aims and purposes of the Corporation.
If a member is removed from the membership roll, the responsible Helpers will notify the Regional Executive Secretary and the National Executive Secretary of the member’s removal.
Any member removed may request, and will be granted, a review of the determination by the Regional or National Helpers.
Section 4.3: Reinstatement
If a member removed as described in Section 4.2Csubmits a request, the Board of Directors may authorize a thorough review of the circumstances. Any possible future reinstatement is dependent on the guidance of the Regional and National Helpers, the approval of the Regional and National Boards of Directors, and the advice of a 501(c)(3)-experienced lawyer.
Article 5
Regional Members, Subud Centers, and Subud Groups
Sections 5.1-5.4 include new definitions differentiating Centers using Subud property from Groups using rented properties, and reduce membership requirements for those definitions.
Section 5.1: Regional Members
All Subud members practicing the latihan kejiwaan in California and parts of Washoe and Clark counties in Nevada are considered members of Subud California, Inc. Unless otherwise affiliated with a Center or Group, Regional Members practice the latihan kejiwaan separate from a Center or Group, with or without using electronic devices remotely to connect remotely with other members in simultaneous practice.
Unless otherwise affiliated with a Center or Group, Regional Members practice the latihan kejiwaan
alone, or simultaneously with others, remotely, at pre-arranged times.
Section 5.2: Subud Centers
A Subud Center is defined as a subdivision of the members of the Region that utilizes a property owned by the Corporation for the purpose of regularly scheduled latihan practice. Each Subud Center will be known as Subud California, Inc. at… (followed by the city, county or part of the city where the Center is located). Each Subud Center will have no fewer than five members; two Helpers, one man and one woman, and a Center Committee consisting of at least a Chair and a Treasurer. Exceptions to the requirement for minimum Center membership using a Corporate-owned property may temporarily be approved by the Board of Directors.
Each Subud Center is required to:
A. Provide a Director to the Board of Directors chosen using accepted procedures;
B. Pay its share of Regional Property insurance;
C. Be current on all property taxes, utility bills and other legally committed obligations, (See Article 10.1);
D. Be current on any loan payments due to the Regional Corporation;
E. Be current in filing financial reports to the Regional Financial Office;
F. Be in regular communication with the Board of Directors about the condition and maintenance of the Corporate-owned property;
G. Conduct meetings, accept applicants, and conduct other activities according to the guiding principles of Subud; and,
H. Submit an annual Center Budget and Center Report to the AGM.
Section 5.3: Subud Groups
A Subud Group is defined as a subdivision of members in the Region that utilizes rented or donated rooms for the purpose of regularly scheduled latihan practice. Each Subud Group will be known as Subud California, Inc. at… (followed by the city, county or part of the city where the Group has their latihan space). Each Subud Group will have no fewer than five members, two Helpers, one man and one woman; and a Center Committee consisting of at least a Chair and a Treasurer. It is designated as a Subud Group provided it:
A. Provides a Director to the Board of Directors chosen using accepted procedures;
B. Pays its share of Regional Property insurance;
C. Is current on all legally committed obligations;
D. Is current in filing financial reports to the Regional Financial Office;
E. Manages its practical affairs in cooperation with the Board of Directors; and,
F. Conducts meetings, accepts applicants, and conducts other activities according to the guiding principles of Subud.
Neither a Subud Center nor a Subud Group may conduct latihan practice in such a way that exposes Subud California, Inc. to legal liability, i.e., using rented or owned facilities without adequate insurance coverage.
Section 5.4: Meetings
Each Subud Center and Subud Group will have a meeting at least once every 3 months, and an annual general meeting of members during the last quarter of the year. Notice of each meeting will be given to their members at least 7 days prior, and quorum will be established for action. Minutes of each Center meeting will be kept with the records of the Center, and a copy will be sent to the Executive Secretary.
Section 5.5: Quorum
A quorum for any Subud Center or Subud Group meeting will be 25% of the current membership at that Subud Center or Group. If the quorum is not present, the Center or Group Chair must advise the Board of Directors of the number of members that voted and a written description of the agreed-upon resolutions.
Section 5.6: Reports
The Center or Group Committee will submit monthly financial reports to the Regional Financial Officer in timely fashion. All Centers using corporate-owned properties will prepare an annual Center budget and financial report, submitted to the members at that Center for comment and approval, and then submitted as a report at the AGM. Groups using rented properties are required only to submit an annual report.
Section 5.7: Dissolution of Centers and Groups
A. Centers that no longer have sufficient members or funds to support their corporate-owned property (as outlined in the PPM), or their Helper or Committee work, should inform the Board. The Board of Directors must review the financial situation of the Center and initiate a professional maintenance and replacement schedule for the property.
If efforts to improve the situation do not succeed, and the center members still cannot adequately maintain their corporate-owned property, the Executive Board may assume custodianship of the property, arrange outside management, or sell the property.
B. Members of former Centers and Groups join other established Centers or Groups, or become Regional Members.
Article 6
Annual General Meeting and Gathering of Members
Section 6.1: Description
In compliance with the California Non-Profit Religious Corporations Code, Subud California, Inc. holds an Annual General Meeting (AGM) on the occasion of each yearly Gathering of members. The time, place, content, and agenda for each yearly Gathering is determined by the Board of Directors, Regional Helpers, and Gathering Planner. The content and agenda of the AGM are determined by the Executive Board, working in concert with the Regional Helpers.
The yearly Gathering is a convening of the members of Subud California, Inc., in order to:
A. Conduct the business of the Corporation at the AGM:
1. receive reports from Helpers, Centers, Groups and standing Committees;
2. review and approve the annual regional budget;
3. make policies, goals and objectives for the Corporation; and,
4. select a Planner for the next calendar year’s Gathering and AGM. using accepted procedures.
B. Deepen the direct experience and guidance of the spiritual training of Susila Budhi Dharma through:
1. practice of the latihan;
2. consideration of humanitarian, educational, cultural, and entrepreneurial
interests, goals, projects, and activities; and,
3. other activities of a spiritual nature.
Additionally, in even-numbered years, the AGM includes the election of officers. The AGM may be held in person, virtually through internet platforms, and/or a hybrid of these.
The AGM may be held in person, virtually, or a hybrid of these. Additionally, when election of officers occurs (usually in even-numbered years), members physically present will determine the selection. (See PPM.)
Section 6.2: Notice of the Annual General Meeting
Notice of each Gathering and AGM, and the specifics of its content, will be provided electronically 60 days before the event, or mailed to members who request this method of notice. Notice will include the proposed corporate budget for the following year, to allow members’ review and approval (see Section 11.2) If sent by mail or email, or posted in any electronic newsletter, the notice shall be deemed to be delivered on its deposit in the mail or on its electronic delivery.
Section 6.3: Role of the Planner of the Gathering
At some time during each AGM, the Planner of the next Gathering will be nominated from the floor and selected by a majority vote of those members present. Members of the Board of Directors or its staff are not eligible for the position of Gathering Planner. The current Planner is eligible for continued terms.
The newly elected Gathering Planner will assist the outgoing Gathering Planner in the preparation of the Gathering/AGM Report, will work with the Board of Directors and Regional Helpers to plan the next Gathering and AGM, and to obtain a venue that promotes harmonious work.
Usually in even-numbered years, the Gathering Planner will facilitate the selection of the next term’s Executive Chair and Vice Chair (see Section 6.1 for definition of these officers). The Planner will sit as a non-voting member-at-large on the Board of Directors.
Section 6.4: Role of the Executive Chair at the AGM
During the AGM at each yearly Gathering, the Executive Chair (see Section 6.1) will establish quorum, appoint a parliamentarian, preside over and conduct the business of the AGM, and distribute standing reports.
Section 6.5: Quorum and Voting
A quorum for the AGM is 10% of the current active membership(based on the most recent census.)
The presence of the quorum will be established at the first plenary session of the AGM. If a quorum is present at the opening plenary session, the business of the meeting may proceed even if a quorum is not present throughout the meeting.
Each member present in person at any AGM of the Corporation is entitled to one vote.
Once the quorum is present, motions proposed at plenary sessions shall be passed by a majority vote of the members present, provided the number of votes cast in favor of the motion equals or exceeds a majority of the quorum.
Subud California, Inc. does not have proxy voting. If deemed necessary due to circumstances, the Board may approve a secure and appropriate form of electronic voting for members not in attendance.
Section 6.6: Rules of Order
Meeting process and procedures are guided by Robert’s Rules of Order. In cases of dispute, standard procedures with the Regional Helpers will be used to aim towards consensus.
Section 6.7: Minutes
The Executive Board will provide a recorder of minutes to create a permanent record of each AGM. A copy of the Minutes of all AGMs, and of all reports delivered at the AGMs, will be kept with the minutes of the Corporation and made available to members 60 to 90 days after the AGM.
Section 6.8: Extraordinary General Meetings (EGM)
An Extraordinary General Meeting (EGM) may be called in two ways:
A. At any time by three members of the Executive Board of the Corporation, or by any five voting members of the Board of Directors; or,
B. By a petition requesting such an EGM, signed by at least 10% of the members, based on the most recent annual census.
The Executive Board must convene an EGM within 60 days following the receipt by the Secretary of the Corporation of such a petition. An EGM may be held in person, virtually, or a hybrid of these.
Written notice of the time and place of an EGM shall be given to the members in the same manner as for the AGMs, except notice shall be given at least 15 days before the date of an EGM. Once an EGM is called, the Board of Directors will appoint a mutually agreeable, widely respected Subud member who is not a current member of the Board of Directors, to act as Chair of the EGM.
Only the proposed business described in the notice to members may be conducted at an EGM. Minutes and any reports of the EGM shall be recorded and sent to the membership within 90 days of the EGM.
A quorum for the EGM is 10% of the current active membership,based on the most recent census.
Quorum will be determined at the first plenary session of the EGM. If a quorum is present at the opening plenary session, the business of the meeting may proceed even if a quorum is not present throughout the meeting.
Once quorum is established, motions proposed at plenary sessions shall be passed by a majority vote of the members present, provided the number of votes cast in favor of the motion equals or exceeds a majority of the quorum.
Subud California, Inc. does not have proxy voting. Each member present in person at any EGM of the Corporation is entitled to one vote. If deemed necessary due to circumstances, the Board may approve a secure and appropriate form of electronic voting for members not in attendance.
Article 7
Board of Directors
Section 7.1: Description and Composition
The Board of Directors is the governing body of the Corporation. The members of the Board of Directors will be:
A. The Executive Officers (hereafter called the Executive Board) of the Corporation:
the Chair, the Vice-Chair, the Secretary and the Treasurer;
B. One Director representing each Subud Center, one Director representing each Subud Group, and one Director representing the Regional Members in the region; and,
C. The Gathering Planner and Regional Helpers.
The voting members of the Board of Directors are its Executive Board and Directors. Each member of the Board of Directors has one vote. The Regional Helpers and Gathering Planner are ex-officio non-voting members of the Board of Directors. Subud California, Inc. has no proxy voting.
When general agreement is not reached, the Executive Chair may call on standard procedures with the Regional Helpers to aim towards consensus.
Section 7.2: Powers and Duties
Subject to the limitations provided by law, all corporate powers and purposes will be exercised by or under authority of the Board of Directors. The business and affairs of the corporation will be managed and conducted—and its property controlled—by the Board of Directors. The Board of Directors will have a fiduciary duty to Subud California, Inc., the Corporation. The funds of the organization may only be used to support the aims and purposes of Subud. To the extent practical, the Executive Board should present any significant financial decision to the Board for review and approval. (See PPM.)
The Board of Directors will take all actions mindful of their duties of care and loyalty, and will have such other duties and powers as may be described by:
A. The bylaws of the Corporation;
B. Resolutions of the members at an AGM or EGM;
C. The California Non-Profit Religious Corporations Code;
D. The Articles of Incorporation; and,
E. The regulations found in the Uniform Prudent Management of Institutional Funds Act (UPMIFA).
Note: Include CNRC Code and UPMIFA in the PPM
Section 7.3: Quorum
Quorum for the Board of Directors is 2/3 of the voting Directors, including at least three Officers of the Corporation.
Section 7.4: Term of Office
The term of office of the members on the Board of Directors will be a minimum of two years. The Gathering Planner serves for 15 months, to allow time for report writing and training any new Gathering Planner.
All members of the Board of Directors, including the Gathering Planner, may be reappointed.
Section 7.5: Filling a Director’s Seat on the Board
A Director’s seat representing a Subud Center or Subud Group on the Board is initially filled by a majority vote of a quorum of the members present at a meeting of the Subud Center or Group, following accepted selection procedures.
The seat for the Director representing Regional Members may be filled, both initially and in the case of a vacancy:
A. By a nomination by the Executive Chair, after consultation with eligible Regional Members;
B. Followed by accepted selection procedures with the Regional Helpers; and,
C. Approval by a 3/4 majority vote of the Board of Directors.
If a Center or Group Director’s seat is vacant for any reason, that seat may be filled:
A. In the same manner as initial selection, following accepted procedures with a majority vote of a quorum of members present at a meeting of the Subud Center or Subud Group; or,
B. By nomination by the Executive Chair, in consultation with the members at that Center or Group, following accepted procedures with the Regional Helpers, and the approval of a 3/4 majority vote of the Board of Directors.
Section 7.6: Resignations
Any member of the Board of Directors may resign at any time by giving written notice to the Regional Executive Chair or Regional Executive Secretary. Any resignation will be effective upon receipt of written notice. Directors who do not consistently attend regularly scheduled meetings of the Board of Directors during their term in office may be asked, at the discretion of the Board of Directors, to resign.
Section 7.7: Removals
Directors may be removed by a majority vote of a quorum of 25% of the members at a meeting of the corresponding Center or Group they represent. A Director may also be removed by a 3/4 majority vote of the Board of Directors upon presentation at a meeting of the compelling evidence of cause for removal, such as failure to execute powers and duties. The Director representing Regional members may be removed for compelling evidence of cause by a 3/4 majority vote of the Board of Directors. The Gathering Planner may be removed for compelling evidence of cause, using accepted procedures.
Any member of the Board of Directors appointed to fill a vacancy may be removed by a 3/4 vote of the Board. Removal from the Board of Directors constitutes a removal of that member as an Executive Officer.
Section 7.8: Compensation and Expense Reimbursement
The members of the Board of Directors serve voluntarily, and without pay or other compensation. Reimbursement for ordinary, budgeted expenses, such as AGM travel, incurred in performing their duties, will be permitted when a written request is submitted, with receipts, and is approved by the Executive Board. Treasurer. Extraordinary expenses need to be approved by the Executive Board.
Section 7.9: Fiduciary Responsibility, Confidentiality and Conflict of Interest Policy
The members of the Board of Directors will at all times be subject to and comply with provisions that the corporation has established regarding conflict of interest and fiduciary responsibility.
Each Officer and Director is required to read and sign the Confidentiality and Conflict of Interest Policy Statement, and to submit a signed Disclosure form at the start of their Board term. A signed new Disclosure Form will be submitted each calendar year of service.
Note: a copy of the Confidentiality and Conflict of Interest Policy and form will be in the Policy and Procedures Manual.
Article 8
Officers
Section 8.1: Composition
The Officers of the Corporation, referred to as the Executive Board, will consist of a Chair (aka Regional Chair/President), a Vice Chair (aka Regional Vice-Chair/Vice President), an Executive Secretary, and a Treasurer. The Officers of the Corporation are the Officers of the Board of Directors. Any member of the Corporation, except a Regional Helper or the Gathering Planner, will be eligible for any office provided they are not an officer of any affiliated Subud organization.
Section 8.2: Election of Officers of the Corporation
The Chair and Vice Chair are elected, following accepted procedures, during the even-year AGM.
Section 8.3: Responsibilities
The Officers will be responsible for managing the ongoing operations of the Subud California, Inc. Corporation, under the policies established by the Board of Directors. The Officers will exercise the powers and perform the duties and functions outlined in the Policies and Procedures Manual (PPM), including the oversight of all employees and contractors.
Section 8.4: Terms of Office
The term of office for all officers will be two years, and may be extended by one term (two additional years) following accepted procedures. Conditions and procedures for removal as stated in Article 6, Section 6.7, also apply to Officers of the Corporation.
Section 8.5: Committees
The Executive Board will, when necessary, establish ad-hoc and standing Committees that assist in the execution of their duties. Such Committees may provide support to ongoing issues of the Corporation such as, but not limited to: finance, personnel, fundraising, website design and maintenance, technical coordination for hybrid meetings,outreach activities, housing procurement and maintenance, bylaws, dignity of and caring for members, and organizational structure.
Section 8.6: Vacancies during terms of office
If the position of the Chair is vacant, the Vice-Chair will become the Chair for the remainder of the current term. A vacancy occurring in any other Officer position will be filled by appointment by the Board of Directors, and confirmed by the Regional Helpers, until the end of the current term.
Article 9
Meetings of the Board of Directors
Section 9.1: Frequency and Notice
Meetings of the Board of Directors of the Corporation may be held in person, virtually, through internet platforms, and/or a hybrid of these. If necessary, Meetings of the Board of Directors may be held once per year, the legal minimum, if a majority of the Directors agree in writing, but preferably the Board of Directors will meet at least twice each year, and may meet more often as needed.
The Board of Directors will meet at least twice each year, and may meet more often as needed. If a majority of the Directors agree in writing that it is necessary,Meetings of the Board of Directors may be held once per year, the legal minimum.
Notice of the meetings of the Board of Directors will be provided 45 days in advance of the event by electronic means. Such notice will include the agenda and distribution of all necessary documents.
Section 9.2: Attendance
Members of the Corporation are permitted to attend the ordinary meetings of the Board of Directors asobservers or at the invitation of the Chair of the Board of Directors. Such members will have the right to address the Board when duly recognized by the Executive Chair, but will have no vote.
Section 9.3: Special Meetings of the Board of Directors
Special Meetings of the Board of Directors may be called by the Executive Chair or by a majority of Directors of the Corporation, with or without the Chair’s approval, with written notice to the Board members of the time, place, and subject matter of the meeting. Special Meetings may be held in person, virtually, or a hybrid of these. Electronic notice must be given to all members of the Board of Directors at least 14 days in advance of the meeting.
Business transacted at any Special Meeting will be limited to the purpose or purposes stated in the notice. Minutes will be recorded and filed with corporate records, and made available to the membership 60 days after the meeting.
Section 9.4: Executive Sessions of the Board of Directors
The Board of Directors may conduct Executive Sessions closed to all memberswhen discussing these topics:
A. Matters required to be kept confidential by federal law or rules or state statutes;
B. Discussion of details of security procedures;
C. Matters that may be subject to negotiations with employees;
D. The dismissal, discipline, promotion, demotion, or compensation of, or the investigation of charges or complaints againsta Director, Executive Committee member, Helper, Member, employee, or contractor; or,
E. The discussion or consideration of matters relating to gifts and bequests. and grants.
Minutes of the Executive Session of the Board of Directors will be promptly recorded, and filed with the corporate records. No portion of the minutes of an Executive Session will be open for public inspection or subject to discovery in any administrative or judicial proceeding.
Section 9.5: Quorum and Voting
Quorum for the Board of Directors is 2/3 of the voting Directors, including at least three Officers of the Corporation.
The voting members of the Board of Directors are the Officers making up its Executive Board, and
the Center, Group, and Regional Directors.
Each member of the Board of Directors is entitled to one vote. There is no provision for proxy votes on the Board of Directors. The Regional Helpers and Gathering Planner are ex-officio non-voting members of the Board of Directors.
When general agreement is not reached, the Executive Chair may call on standard procedures with the Regional Helpers to aim towards consensus.
Article 10
Financial Responsibilities
Section 10.1: Method of Financing
The costs of conducting the business of the Corporation are financed by pledges and donations from centers, individual members, enterprises and fundraising campaigns. It is the responsibility of the Board of Directors and the Center/Group Committees to coordinate systems (i.e. pledges or regular donations from members) for collecting the funds necessary to:
A. Meet the Center or Group operating requirements;
B. Acquire properties as deemed necessary and when adequately funded; and,
C. Maximize the property’s revenue potential in a manner consistent with the Center’s membership’s needs.
Section 10.2: Financial Responsibilities of Members
Members will be informed of the purpose of Subud as described in the Articles of Incorporation, and of the several national and international Subud bodies founded to fulfill those purposes, and will be encouraged to contribute in a fashion commensurate with their ability and the responsibility they feel to help accomplish these purposes.
Section 10.3: Financial Responsibilities of Centers
Center members have a responsibility to take care of their corporate-owned property, and fundraise to meet their needs. To assist a Center in providing adequate upkeep and repair of their building, and to meet their other financial obligations, the Executive Board may intervene with training in fundraising, financial management, and property upkeep.
If, after such intervention, a Center still cannot adequately maintain their corporate-owned property, the Executive Board may assume custodianship of the property, arrange outside management, or sell the property.
Section 10.4: Financial Decisions, Contracts and Indebtedness
A. The funds of the organization may only be used to support the purpose and aims of Subud.
B. To the extent practical, the Center Committee should present any significant financial decision to the members for review and approval.
C. No Center or Group Committee, or governing body, or any member acting for that governing body, will make a contract for an amount equal to more than twice their average net monthly income for the prior 12 months, or enter any agreement of indebtedness which will last 12 months or longer, without the prior approval of the Board of Directors of the Corporation.
Note for PPM: “Best practice mandates that an annual 3% of the building replacement cost be set aside for current repairs and a reserve fund for maintenance. An example of a maintenance and repair schedule appears in the PPM. ” (Note: Hamilton suggests this sentence be in the PPM, not in the bylaws.)
Article 11
Annual Reports
Section 11.1: Centers and Groups
The Subud Center and Subud Group Committees and their affiliated Helpers will prepare and forward an annual report to the Board of Directors. The report will contain a description of the Center or Group activities, a membership census to determine the active membership, and a financial report. This report will be sent to the Executive Committee no less than 60 days prior to each Annual General Meeting.
Section 11.2: Region
The Board of Directors will prepare and forward an annual financial report and administrative Regional budget, which will be submitted to the members of the Corporation for comment and approval 60 days prior to any scheduled Annual General Meeting. The Board of Directors and Regional Helpers will prepare and forward an annual report to Subud USA, which will contain a summary of regional activities, a census of members to determine active membership, and a financial report. The Subud California, Inc. Regional report to Subud USA will be delivered to the National Office 35 days prior to any National Congress AGM, and will be made available to the membership.
Article 12
Indemnification of Directors, Officers, Employees and Agents
Section 12.1: Descriptions and Details
Subud California, Inc. will purchase and maintain liability insurance on behalf of persons who are Directors, Officers, or employees of Subud California, Inc. (while serving in their capacity as such). Such insurance will be purchased for the purpose of protecting such persons from covered loss resulting in liability asserted against the above individuals in connection with activities on behalf of Subud California, Inc.. “Liability” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative, and “expense” includes attorneys’ fees and expenses of establishing a right to indemnification under the Article.
Section 12.2: Standards of Conduct.
Except as provided in the PPM, the Corporation will indemnify and hold harmless any Subud California, Inc. director, officer or employee who is party to a proceeding giving rise to actual or potential Liability, provided such person meets the following “Standards of Conduct”:
A. The person acted in good faith;
B. They reasonably believed their conduct was lawful (or had no reasonable basis to believe otherwise); and,
C. They believed they were serving the Corporation’s best interests.
For purposes of determining and applying the Standards of Conduct, a party acting on behalf of Subud California, Inc. in an official capacity, whether as a Director, local Committee member, or otherwise, will be subject to the Standard of Conduct set forth, regardless of the specific capacity in which they may be sued.
To Include in PPM: To protect ourselves against members who had “no reasonable basis to believe otherwise” that their behavior was unlawful, the National Helpers should issue a Cease and Desist letter to the member whose behavior is not lawful or not in the Corporation’s best interest.
Article 13
Amendments of Bylaws
Section 13.1: Amendment
These bylaws may be amended or repealed and new bylaws adopted in either of the following ways:
A. By resolution at a duly called Annual General Meeting or Extraordinary General Meeting; or,
B. By the written consent of a majority of the members of the Corporation.
With any amendment or replacement under this article, every effort should be made to maintain consistency with the aim and intent of the bylaws of Subud California, Inc.
Section 13.2: Notice
Notice of proposed bylaw amendments, repeal, or replacement, will be provided to all members by electronic means 60 days before the vote, or mailed to members who request this. Notice will include the present bylaw language, amended language, and the reason for change(s). Amended bylaws will take effect within 60 days after a passing vote at any Annual General Meeting or Extraordinary General Meeting, and will be made available to the membership.
Article 14
Dissolution
Upon the dissolution of this Corporation, after paying or adequately providing for its debts and obligations, the assets of this Corporation will be distributed to one or more Subud corporations or other Subud organizations operated exclusively for religious, charitable or educational purposes.
— End of Bylaws —
The members of Subud California, Inc. adopt these bylaws to further the purposes of the non-profit Religious Corporation and association as described in our Articles of Incorporation filed with the State of California in 1973, as amended.
Approved at Regional Congress, 1987
Amended at Regional Congress, 1990
Amended at Regional Congress, 2005
Amended at Regional Congress, YYYY