អំពីយើងខ្ញុំ

AMENDED BYLAWS

OF

THE CAMBODIAN BUDDHIST SOCIETY OF SAN DIEGO, INC.

            A California Non-profit Corporation

ARTICLE I

PURPOSES

Section 1.

A. The purposes of the Corporation are to operate exclusively for religions, educational, cultural and charitable purposes within the meaning of the Internal Revenue code of 1954.  In furtherance of these purposes, the Cambodian Buddhist society of San Diego, Inc. shall establish a place called “Wat Khemararatanaram” for the study of Buddhism, with respect to its philosophy, its culture and its impact on the world.   In particular, the Cambodian Buddhist Society of San Diego, Inc. shall:

1. hold meetings for those interested in Buddhism and its culture,
2. provide for expositions of the cultural heritage of Buddhism,
3. maintain a Buddhist library,
4. provide facilities for the practice of meditation and other Buddhist culture,
5. Collect and disseminate information on Buddhism and Buddhist culture,
6. Assist and promote activities of the Cambodian temple in the U.S.A.

B. To acquire and receive from public or private sources in any lawful manner, to possess and maintain, to administer and dispose, any property of a real, personal or mixed nature, whether tangible or intangible.

Section 2.

The Corporation is organized solely for non-profit purposes.  No part of the income of the Corporation shall inure to the benefit of any Member, Director, Officer of the Corporation, any private individual, except that reasonable compensation may be paid for services rendered to the Corporation.

Section 3.

No Member, Director, Officer of the Corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets, on dissolution of the Corporation.

Section 4.

In the event of dissolution, all of the remaining assets or property of the Corporation shall, after necessary expenses thereof, be distributed to such organization having similar objectives as shall qualify under Section 501(c) (3) of the Internal Revenue Code of 1954, subject to an order of the Court of the State of California having jurisdiction.

Section5.

No part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation; nor shall it in any manner or to any extend, participate in, or intervene in any political campaign on behalf of any candidate for public office; nor shall it issue capital stock; nor shall it engage in any transaction defined at the time as “prohibited” under Section 503 of the Internal Revenue Code of 1954.

Section 6.

No member, Director, Officer, group of Member, Director of Officer of the Corporation, or private individual shall be entitled to share the corporate assets or property by any legal action or means in case of any conflict which may be occurred among them.  The corporate assets have to be maintained and the corporate activities shall have to be continued and managed by the next elected Directors and Officers.

ACTICLE II

PRINCIPAL OFFICE

Section 1.

The principal office of the Corporation is:

3616 47^th Street, San Diego, CA 92105

Section 2.

The Corporation may change its principal office and may have other offices as the Board of Directors from time to time may determine of the purposes of the Corporation may require.

ARTICLE III

MEMBERS

Section 1.

The Corporation shall have only one category of Members.

Section 2.

Members of the Corporation shall be those who make a written request to the Board of Directors and are accepted by them, voluntarily make regular monthly contributions to the Corporation, and abide by its Bylaws.

Section 3.

The Corporation may confer honorary membership on those who willingly make contribution to the Corporation.

Section 4.

Each Member of the Corporation shall be entitled to One (1) vote in person, or by proxy or by mail, on each matter submitted to a vote of the Members.

Section 5.

In all election for Directors, every Member shall be entitled to cast One (1) vote to fill each vacancy.

Section 6.

Membership in the Corporation is not transferable nor is it assignable.

Section 7.

Any Member may resign from membership in the Corporation by delivering a written letter of resignation to the President.

Section 8.

Any Member may be removed from membership by any affirmative vote of Two-third (2/3) of the Directors present in person at any regular or special meeting of the Board, for Conduct prejudicial to the Corporation, provided that such Member shall have been given an opportunity to defend himself at such meeting and that all Members of the Board and the Member charged shall be notified by certified mail that the matter is to be considered at the meeting, at least Fifteen (15) days prior to the day of the meeting.

Section 9.

A Member who shall be in default in the payment of dues for a period of Six (6) months from the date on which such dues become payable, shall lose his right to vote.

After twelve months of non-payment of dues, he shall automatically lose his Member to membership, upon such terms as the Board of Directors may deem appropriate.

ARTICLE IV

MEETINGS OF THE MEMBERS

Section 1.

All meetings of the Members shall be held at such time and places as shall be fixed by the Board of Directors.

Section 2.

A General Meeting of the Members shall be held annually during the month of July.  The annual election shall be held during the month of the November, at which election, the Members shall elect by majority vote the Directors and the two (2) internal auditors.

Section 3.

Special meetings of the Members may be called by the Board of Directors, or by not less than One-tenth (1/10) of the Members.

Section 4.

Written notice of any annual or special meeting of the Members shall be given to each Member not less than Seven (7) days before the date of such meeting, either personally or by mail by the Secretary of the Corporation.

Section 5.

Business transacted at any special meeting of the Members shall be limited to purposes stated in the notice.

Section 6.

The presence in person or by proxy of Members representing One-fourth (1/4) of the votes entitled to be cast shall constitute a quorum at any meeting of the Members.  If, however, such a quorum shall not be present, the Members present in person, shall have the power to adjourn the meeting and to decide the time and place of another one.  The second meeting shall transact any business which might have been transacted at the adjourned meeting, regardless of the number of Members present.

Section 7.

Unless otherwise provided by the law, the Articles of Incorporation or these Bylaws, voting by the Members may, at the discretion of the Board of Directors, be conducted by mail on any matter including the election of Directors, provided that at least One-fourth (1/4) of the Members cast their vote within the period specified by the Board of Directors.

ARTICLE V

DIRECTORS

Section 1.

The business, property and affairs of Corporation shall be managed by a Board of Directors, composed of Fifteen (15) persons.  The number of Directors may be changed by amendment to these Bylaws.

Section 2.

The Abbot, the First Assistant Abbot, and the Second Assistant Abbot of the Wat Khemararatanaram shall automatically be Members of the Board of Directors.  The remaining Members of the Board of Directors shall be elected among Members of the Corporation.

Section 3.

Each elected Director shall hold office for One (1) year.

Section 4.

Vacancies in the Board of Directors arising from death, resignation, removal or otherwise, may be filled at the discretion of the majority of the Directors remaining in the offices.  The Directors so chosen shall hold office until the next annual election of the Board of Directors.  In no case, shall the numbers of Directors in office be less than seven (7).

Section 5.

At a special meeting of the Members called expressly for the purpose, any elected Director may, by a vote of Two-third (2/3) of the Members present, be removed from the office for failure in his duty, provided that such Directors shall have been given an opportunity to defend himself.

Section 6.

A Director shall automatically be removed from office, should he/she fail to attend, without cause, Three (3) consecutive officially called meetings.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1.

The Board of Directors of the Corporation may hold meetings both regular and special, at times and places of its choosing.

Section 2.

A regular meeting of the Board of Directors shall be immediately held at the same place after the annual election in order to select the officers among the Directors.

Section 3.

Additionally regular meetings of the Board of Directors may be held without further notice at such times and places as shall be determined by the Board at the first meeting.

Section 4.

At the request of the President of the majority of the Directors in office, special meetings of the Board may be called on Five (5) days notice to each Director, either by mail, telegram, telephone or personally.  A written waiver of notice signed by the persons entitled to a notice, whether before or after the time stated therein, shall be deemed equivalent to a notice.

Section 5.

At all meetings of the Board of Directors, the presence of Two-Third (2/3) of the Directors shall constitute a quorum for the transaction of business.  The act of a majority of the Directors present at any meeting at which a quorum is present, shall be the act of the Board of Directors, unless the act of greater number is required by law, the Articles of Incorporation or these Bylaws. If the quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat shall have power to adjourn to the meeting and to decide the time and place of another one. The second meeting shall transact any business which might have been transacted at the adjourned meeting, regardless the number of Directors present.

Section 6.

Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action Required or permitted to be taken at any meeting of the Board of Directors or of any Committee thereof, may be taken without a meeting, if a written consent thereto is signed by a majority of Members of the Board or of such Committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or the Committee.

ARTICLE VII

OFFICERS

Section 1.

The Officers of the Corporation shall consist of a President, a 1^st Vice-President, a 2^nd Vice-President, a Secretary, a 1^st Deputy Secretary, a 2^nd Deputy Secretary, a Treasurer, a Deputy Treasurer, and the Chairman of at least three Committees.  All Officers of the Corporation shall be elected among the Directors.

Section 2.

The salaries, if any, of the staff of the Corporation shall be fixed by the Board of Directors, provided that such compensation shall be reasonable and shall in no way adversely affect the Corporation’s qualification under Section 501 (c) (3) of the Internal Revenue Code of 1954.

Section 3.

Any officer may be removed at any time by the affirmative vote of a majority of the Board of Directors.  Any vacancy occurring in any office of the Corporation shall be filled at the discretion of the Board of Directors.

Section 4.

The President of the Board of Directors shall be the Chief Executive Officer of the Corporation.  He shall be in charge of:

• General management of the affairs and property of the Corporation,
• Putting into effect all directives and resolutions of the Board of Directors,
• Presiding at meeting of the Members and at meeting of the Board of Directors.

Section 5.

The first Vice-President and the second Vice-President shall have such powers and perform such duties as may be assigned to him by the President.  In the absence or disability of the President, the Vice-President shall perform the duties and exercise the powers of the President.

Section 6.

The Secretary shall be in charge of:

• the secretariat of the Corporation
• taking and keeping the minutes of all meeting
• giving notice or causing to be given notice of all meetings,
• keeping in safe custody the seal of the Corporation, affixing same to any instrument requiring it and attesting to it by his signature when required,
• keeping in safe custody documents of the Corporation,
• maintaining lists of names and addresses of all visitors and friends of Wat Khemararatanaram,
• maintaining an up-to-date list of names and addresses of all Members of the Corporation.

Section 7.

The Deputy Secretaries shall perform duties assigned to them by the Secretary.  In the absence or disability of the Secretary, the Deputy Secretaries, in order of rank, shall perform the Duties and exercise the powers of the Secretary.

Section 8.

The Treasurer shall be in charge of:

• the custody of the corporate funds and securities,
• preparing and keeping accurate accounts of all receipts, disbursement,
• depositing all money into the Corporation accounts in such depositories as may be designated by the Board of Directors.
• preparing financial reports of the Corporation, as required,
• preparing the annual budget of the Corporation for approval by the Board of Directors, and upon approval, submitting the budget to the annual meeting of the Member,
• maintaining an up-to-date inventory of the assets of the Corporation and of the Wat Khemararatanaram,
• maintaining an up-to-date list of the names and addresses of the Corporation Members,
• issuing receipts of all kinds of contributions.

Section 9.

The Deputy Treasurer shall perform duties assigned to him by the Treasurer.  In the absence or disability of the Treasurer, the Deputy Treasurer shall perform the duties and exercise the power of the Treasurer.

Section 10.

The Internal Auditors shall be in charge of:

•  auditing the inventory of the assets of the Corporation and of the Wat Khemararatanaram,
• auditing the receipts and disbursements of the Corporation,
• auditing the financial reports of the Corporation.

Such audits shall be at least Fifteen (15) days prior to the annual meeting of the Members, and at such other ties as the Board of Directors may designate.

ARTICLE VIII

COMMITTEES

Section 1.

The Corporation shall have at least three Committees:

• A.  The Committee for Cultural Affairs and Public Relations
• B.  The Committee for Fun Raising and Ceremonies
• C.  The Committee for Construction and Maintenance.

Section 2.

The Committee’s chairman shall be chosen by the Board of Directors from among themselves.

In addition to the Chairman, each Committee shall have at least Two (2) Members chosen by the Board of Directors among the Members of the Corporation on the proposition of the Committee’s chairman.

Section 3.

The duties of the Committee for Cultural Affairs and Public Relations are:

• maintaining the Buddhist Library,
• Organizing cultural activities such as opening classes for various subjects,
• Publishing a newsletter called “Wat Khmer”,
• Maintaining relation with Cambodian people and other Buddhist followers, with other religious and humanitarian organizations, in order to promote mutual cooperation.

Section 4.

The duties of the Committee for Fund Raising and Ceremonies are:

• Raising funds for Corporation,
• Organizing religious and traditional ceremonies,
• Services to Buddhist monks residing at Wat Khemararatanaram.

Section 5.

The duties of the Committee for Construction and Maintenance are:

• constructing, repairing and decorating the building of Wat Khemararatanatam,
• keeping normal maintenance and cleanliness of Wat Khemararatanaram.

ARTICLE IX

FINANCES

Section 1.

All checks, drafts or orders of payment of indebtedness of the Corporation shall be signed by the President or the Treasurer.  In the absence or disability of the President or the Treasurer, the Board of Director by majority vote may instruct the Vice-President or the Deputy Treasurer to act.

Section 2.

All funds of the Corporation shall be deposited immediately to the Checking or Saving Accounts of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 3.

A voucher for all expenses shall be made and signed by the President and Treasurer and Secretary, except for the regular monthly payments for the purchase and maintenance of Wat Khemararatanaram.

Section 4.

The President or Treasurer of the corporation may approve any single expense of not more than Five Hundred (500) Dollars.  Higher expenses shall be approved by the Board of Directors, except for the regular monthly payment for the purchase and maintenance of Wat Khemararatanaram.

Section 5.

The President of the Corporation shall have a petty cash fund of no more than Five Hundred (500) Dollars.  He shall make a statement of disbursement from this fund to the Treasurer of the Corporation, enclosing receipts, if available, at the time of replenishing the fund.

ARTICLE X

MONKS

Section 1.

A monk is a male who has been properly ordained from the Theravada School and follows the spiritual Buddhist teaching of the Theravada Buddhism.

Section 2.

Monks shall follow the Monastic Disciplines (Vinaya) and not perform conduct that is prejudicial to the Corporation  and/or contrary to the spiritual Buddhist beliefs.

Section 3.

Monks can live on the Corporation’s property.  The Board of Director has the sole discretion to permit, deny and/or remove a Monk from the corporate property.

Section 4.

A Monk can be removed by an affirmative vote of Two-third (2/3) of the Board of Directors at either regular or special meeting of the Board of Directors.  The monk who is removed has to move out from the corporate premises within Thirty (30) days.

Section 5.

Removal can be for conduct prejudicial to the Corporation and/or contrary to the spiritual Buddhist beliefs.  Removal of the Monk can proceed once,  the Monk has been given an opportunity to defend himself at such meeting and that all Members of the Board of Director and the Monk shall be notified by certified mail of the matter to be considered at least Fifteen (15) Days prior to the day of the meeting.

ARTICLE XI

ABBOT

Section 1.

The Abbot is the appointed spiritual leader of the Cambodian Buddhist Society of San Diego, Inc.  The Abbot is appointed to this position from Cambodian Buddhist Monks selected by the Board of Directors at either the regular or special meeting of the Board.  The Abbot must dwell at the Temple.

Section 2.

The Abbot may be terminated from the Board of Directors by affirmative vote of a Two-thirds (2/3) of a quorum ( a quorum is Two-thirds of the present Board of Directors) at any regular or special meeting.  Removal can be for conduct prejudicial to the Corporation and/or contrary to the spiritual Buddhist beliefs.  Removal of the Abbot can proceed once, the Abbot has been given an opportunity to defend himself at such meeting and that all Members of the Board and the Abbot shall be notified by certified mail of the matter to be considered at least Fifteen (15) days prior to the day of the meeting.  If, however, such a quorum shall not be present, the Members present in person, shall have the power to adjourn the meeting and to decide the time and place of another one.  The second meeting shall transact the business which might have been transacted at the adjourned meeting, regardless of the number of Members present.

Section 3.

Once the Abbot is removed, resigned, terminated, disrobed or otherwise from the Board of Directors, he is no longer the Abbot.

Section 4.

In case of the Abbot vacancy, the First Assistant Abbot shall perform and exercise the duties and powers of the Abbot.  This burden does not mean he shall be the next Abbot.  He or other monk shall be selected to be the Abbot by the Board of Directors.

Section 5.

The Assistant Abbot shall perform the duties assigned to him/them by the Abbot.  In the absence or disability of the Abbot, the Assistant Abbots, in order of rank, shall perform the duties and exercise the power of the Abbot.

ARTICLE XII

AMENDEMENTS TO BYLAWS

Section 1.

These Bylaws may be amended by an affirmative vote of two-third (2/3) of the Members voting provided, that on such action shall be taken if it would in any way adversely affect the Corporation’s qualification.

ARTICLE XIII

FISCAL YEAR

Section 1.

The fiscal year of the Corporation shall be the calendar year.

ARTICLE XIV

SEAL AND ABBREVIATION

Section 1.

The Board of Directors shall provide a corporate seal which shall be in the form of a wheel with eight spokes.  On the first circle shall be encircled by the lotus-petals.  The second circle shall be inscribed the name of the Corporation in both Cambodian and English language, the third circle the name of the temple in both Cambodian and English language, between the spokes the abbreviation of the state and date of its creation, and the center the “Twenty-third Consonant of the Cambodian alphabet”.

Section 2.

The Cambodian Buddhist Society of San Diego, Inc. shall be abbreviation to CBSSD.

WAT KHEMARA RATANARAM

Wat Khemararatanaram (def: Wat = Buddhist Temple + Khemararatanaram = Precious Gems of Cambodian) is geographically situated on 47th Street, in the City of San Diego, State of California, United States of America. The full address is:
3606 47th Street,
San Diego, CA 92105

This temple was built on January 5th, 1982 and legally incorporated on November 25th, 1983. Owing to the ceaseless contribution and the united funding provided by Buddhist followers and laymen from many, local and remote places, the temple has been gradually and successfully growing prosperity until the present.
Wat Khemararatanaram is a popular monastery where large influx of Buddhist followers attend their Buddhist worship and conduct their religious ceremonies in accordance with the Cambodian and Buddhist custom. Therefore, this temple has been sincerely supported by many people from all directions, local and remote locations who often come to this temple to contently receive Buddhist services.
What has shaped the quality and popularity of Wat Khemararatanaram? Who made it cool? It is because of the venerable Bhikkhu Sanghas, the Masters of Ceremony, Board of Directors, and all its members and Buddhist followers: Bhikkhu Sanghas maintain perfect discipline (Vinaya); they excel in prayers and Buddhist teaching. The Masters of Ceremony are religiously knowledgeable in advising and guiding in Buddhist services. The Board of Directors are respectful and courteous. Laities and Guests are friendly and strongly united. All these characters have made Wat Khemararatanaram the best ever in the community.
The Temple is currently running smoothly with great peace and serenity under the glorious Buddhist rules that effectively guide us through a blissful direction.
Moreover, Wat Khemararatanaram is duly organized in accordance with the Cambodian Custom and Culture, the Buddhist rules, and Bylaw of the Cambodian Buddhist Society of San Diego, Inc. The Board of Directors governing the Cambodian Buddhist Society of San Diego, Inc. Wat Khemararatanaram are duly elected every year by all eligible active members as stated in the current Bylaws.