By-Laws of the National Association of Ayurvedic Schools and Colleges (NAASC)
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Mission

The mission of the National Association of Ayurvedic Schools and Colleges (NAASC) is to bring  Ayurvedic professional educational schools together for the purpose of expanding Ayurvedic education in the United States in order to improve the health and well-being of society.

Goals

  • To help ayurvedic professional educational schools feel supported.
  • To host or promote programs for educational leaders that address a variety of topics relevant to education
  • To host or promote forums to share knowledge and educational strategies
  • To form an opinion, and speak in one voice on issues that affect Ayurvedic education.
  • To respect and publish minority positions.
  • To promote Ayurvedic education in the United States

Mission

The mission of the National Association of Ayurvedic Schools and Colleges (NAASC) is to bring  Ayurvedic professional educational schools together for the purpose of expanding Ayurvedic education in the United States in order to improve the health and well-being of society.

Goals

  • To help ayurvedic professional educational schools feel supported.
  • To host or promote programs for educational leaders that address a variety of topics relevant to education
  • To host or promote forums to share knowledge and educational strategies
  • To form an opinion, and speak in one voice on issues that affect Ayurvedic education.
  • To respect and publish minority positions.
  • To promote Ayurvedic education in the United States

Article 1: Offices

1.1 The principle offices of the NAASC shall be in the State of North Carolina and in the city of 

————————–in the country of the United States of America. 

1.2 The corporation may have other offices within or outside of the State of ————— as the Board of Directors may determine and the needs of the corporation demand. 

1.3 The corporation will maintain a registered office and registered agent at _____________________________.  The location of the registered office may be changed from time to time at the discretion of the Board of Directors. 

Article 2: Corporate Overview

2.01: Membership

There shall be one class of members.  A member is an Ayurvedic Professional Educational School (hereafter called school as defined in section 2.02). The initial members of the corporation are the Founding Members set forth in section 3.01. Thereafter, new members may be added, based on whether they fit the definition of a member, by a majority vote of current members at a regularly scheduled meeting. Candidates are eligible for membership once they submit an application, pay all dues & fees, show proof of state approval/license to operate, and meet any such requirements as determined by the members in the future.

2.02: Definition of a Professional Educational School

An Ayurvedic Professional Educational School is a school that has an active, state approved course to certify students to practice Ayurveda professionally. This course should be focused on the knowledge of Ayurvedic medicine, and the certification should be a standalone professional ayurvedic certification, leading graduates to practice Ayurveda professionally.

2.03: Board of Directors

The Board of Directors shall constitute the administrative body of the corporation. 

Article 3: Membership

3.01: Classes of Membership

The NAASC shall have one class of membership called members.  The Founding Members are members with full privileges:

  • California College of Ayurveda (Director: Marc Halpern)
  • Ayurveda Academy of Integrative Wellness (Director: Lina Thakar)
  • Joyful Belly School of Ayurveda (Director: John Immel)

3.02: Representation

Each member school shall select an individual to represent them, vote, and speak on their behalf, regarding educational matters that come before the Members of the NAASC as well matters that are voted on by members. These representatives may be called upon to participate in Board discussions from time to time but will have no vote. If no individual is selected, the person who is the head of the School shall be deemed the representative.  

3.03: Responsibility of Members

To uphold fiduciary responsibility to the NAASC, including but not limited to the following:

  1. Members shall not use their position in the NAASC to secure a pecuniary benefit.
  2. Participate by voting for the NAASC Board of Directors. 
  3. Read publications and relevant documents to keep fully aware of all issues affecting Ayurvedic Education.
  4. Actively seek to enhance NAASC’s public standing.
  5. Support academic quality as the hallmark of Ayurvedic Education.
  6. Provide thoughtful and reasoned feedback to the NAASC
  7. Pay in a timely manner reasonable membership dues and assessments which have been duly established by the Board of Directors and approved by the members.
  8. To attend at least 50% of all meetings in a calendar year.
  9. To operate as a school (defined in section 2.02).

3.04: Voting Rights For Members

Each member shall be entitled to one vote on each matter submitted to the vote of the members. Members will use Robert’s Rule of Order as a guideline for running meetings and taking votes. The membership shall vote on the following matters:

  1. A two-thirds (2/3) vote of the membership is required to amend the Articles of Incorporation.
  2. By majority vote, the members shall elect three (3) Board of Directors: President, Secretary and Treasurer. 
  3. If the membership is unable by majority vote to agree on one or more Director positions within 30 days of the ballots being distributed, the Board positions shall be filled by a majority vote of the current Board of Directors. 
  4. A majority vote of a quorum of the members is required to pass any motion. A quorum is 50% of the membership.

3.05: Termination of Membership

The members may by a vote of two-thirds (2/3) of those present at a regular meeting  expel a member for cause after an appropriate hearing. By majority vote, the Board of Directors may suspend or terminate the membership of a member who becomes ineligible for membership for any reason, including, but not limited to, default in the payment of dues following a 30 day notice and following an administrative hearing to determine the validity of the basis for termination.

3.06: Resignation of a Member: 

Any member may resign by filing a written letter of resignation with the secretary. Resignation shall not relieve the member of paying any dues, assessments or other charges previously accrued or unpaid.

3.07: Reinstatement

Upon written request signed by a former member and signed by the Secretary, the Board of Directors may by an affirmative vote of two-thirds (2/3) of the members of the Board, reinstate the former member to membership upon such terms as the Board of Directors deems appropriate.

3.08: Transference of Membership

Membership in this corporation is non-transferable nor assignable. 

3.09: Meetings of Members

Meetings of the members may be held on an as needed basis for the purpose of the transaction of any business that may come before the meeting. Meetings may be called at any time by the President or by a majority vote of the Board. Meetings may also be called by any member but only if that member attains the written consent of 50% of the members to call such a meeting and shares this at least 21 days in advance of the meeting with the board.

Due to the nature of the action to be conducted by the membership, meetings may be held over the telephone or live conferencing through video. Voting at phone and live video meetings may take place by any method that can be recorded by the secretary.  To be valid, notice of the meeting must be given at least 10 days in advance, which notice is accompanied by an agenda of the items of business that are to be discussed in the meeting. The executive director, Corporate Officers, and Board of Directors are entitled to attend and participate in all meetings but are not entitled to vote except as the sole representative of a member school. 

3.10: Notice of Meetings

Written or printed notice stating the place, time and hour of any meeting of Members shall be delivered personally or by mail or email to each member entitled to vote at the meeting. Delivery shall be to the members last known mail or email address. Delivery shall occur no less than 10 days or more than 60 days before the meeting date by or at the direction of the Secretary or President. In case of a special meeting where required by statute or by these By-Laws, the purposes for which the meeting shall be called shall be stated in the notice. If mailed, the notice of meeting shall be deemed to be delivered when it is deposited in the United States mail, postage thereon pre-paid or by email. Notice of such meetings shall also be sent to the Officers of the Corporation.  

Matters which may need to be discussed at regular meetings shall be in accordance with the standard agenda of business items. Matters to be discussed at a special meeting shall be limited to those specified in the notice of such special meeting. Matters which are not on the regular meeting agenda or contained in a notice of regular meeting or in the notice of special meeting may be considered only upon a vote of two-thirds (2/3) of all the members present, in person, by proxy, or by telephone/live video. 

3.11: Actions by Members Without a Meeting

Any action required by law to be taken at a meeting of the Members, including telephone meetings, may be taken without a meeting via a consent in writing (email shall be sufficient) signed (or approved by email) by at least two-thirds (2/3) of the Members entitled to vote with respect to the subject matter of the action.  The notice must indicate the actions to be taken.

3.12: Quorum

Members holding 50% of the votes which may be cast at any meeting, including telephone conferences shall constitute a quorum. At such a meeting, if a quorum is not present, the meeting shall be adjourned without further notice. 

3.13: Proxies

At any meeting of the Members, a Member entitled to vote may vote by proxy executed in writing by the member or his or her authorized attorney-in-fact. No proxy shall be valid after 11 months after the date of execution, unless otherwise provided in the proxy.

Article 4: The Board of Directors

4.01: Composition of the Board of Directors 

The Board of Directors of the NAASC shall be composed of at least three (3) individuals. The three individuals will be the President, the Secretary and the Treasurer of the corporation. If the Members are unable to fill the board positions, the organization will be able to temporarily function (until a 3rd member can be found) with only 2 board of directors, a president and secretary, one of whom will be empowered to be the treasurer.

4.02: President 

The President shall be the chief executive officer of the Corporation subject to the authority of the Board. He/she shall have authority subject to such rules as may be prescribed by the Board, to appoint such persons to act on behalf of the Board as he/she shall deem necessary, to prescribe their powers, duties, and delegate authority to them, including, but not limited to, members of committees, panels or study groups. Such agents shall hold office at the discretion of the President. 

In general, the President shall perform all duties incident to the office of President, including serving as an ex-officio member of all committees with the exception of the NAASC Audit Committee (once established).

The President, or his/her official written designee, shall be the official spokesperson for the Corporation.  Comments by the President, outside their circle of influence (i.e. school),  must reflect the majority position of the member schools but may include a respectful mention of the minority position.

4.03: Secretary

The Secretary shall:

(a) assure the taking of minutes of the meetings of the Board; 

(b) maintain a summary record of all board decisions.

(c) sees that all notices are duly given in accordance with the provisions of these Bylaws (or as required by law); 

(d) in general perform all duties incident to the office of Secretary  and have such other duties and exercise such authority as from time to time may be delegated or assigned to him/her by the President or Board. 

4.04: Treasurer 

The Treasurer shall: 

(a) have charge and custody of, and be responsible for, all funds of the NAASC 

(b) generate / review all financial reports;

(c) receive and give receipts for monies due and payable to the NAASC from any source whatsoever and deposit all such monies in the name of the NAASC in such bank, trust company, or the depositories as shall be selected by the Board; 

(d) in general perform all duties incident to the office of Treasurer and have such other duties and exercise such authority as from time to time may be delegated or assigned to him/her by the President or Board;

(e) if required by the Board, give a bond for the faithful discharge of his/her duties and with surety or sureties as the Board shall determine, at the Corporation’s expense; and

(f) report to the Board the financial position of the organization and provide the Board with summary reports. 

4.05: Nomination and Election  

  1. Directors shall serve staggered three (3) year terms and may serve for two (2) consecutive terms. Directors who have served for two-three year terms may serve again following a one (1) year absence from the Board. 
  2. A nominating committee of members shall be appointed by the President and approved by the Board and Members. The nominating committee shall develop a slate of candidates from among all nominees submitted to them by members to be voted on by the members. 

4.06: Majority Conclusions

A member of the Board failing to abide by the conclusions of a majority vote of the Board shall be notified by another director of such alleged failure. Thereafter and upon no less than 10 days or more than 60 days notice, there shall be a hearing before a special meeting of the Board convened for that purpose. In the event that the said Board Member has been found to have failed in this regard by a majority of the Directors present at the aforementioned hearing, the Directors membership on the Board shall be suspended until the failure is deemed remedied by another majority vote of the Board. Removal of a Director from the Board shall require two-thirds (2/3) vote. 

4.07: Board Membership Terms

Board membership terms shall be for three (3) calendar years.  

    1. Beginning a Term: New Board Members shall be present at the annual meeting preceding the beginning of their term but will not have voting privileges. Terms shall begin immediately after the annual meeting of the Board of Directors (at the conclusion of his/ her predecessor’s term). If a new Board Member is filling an unexpired term of another director, voting privileges shall begin at the first meeting of the Board the new member attends. 
    2. Ending a Term: Terms shall end at the annual meeting of the Board of Directors three (3) calendar years following the first annual meeting attended by the Board member. If a New Board member is filling an unexpired term, the New Board members terms shall expire as scheduled for the Seat. 

 

  • Resignation: A Director may resign from the Board by sending a signed letter of resignation to the other board members. Upon receipt of such a letter of resignation, the Board position shall then be automatically and immediately vacant. 
  • Reappointment: No Director may serve on the Board for more than two-consecutive terms (including partial terms of greater than 50% of the full-term). Following a one (1) year absence from the Board, the former Director may stand for re-election. 

 

4.08: Limitations

President shall not serve as president of any related trade association (i.e. any state or national trade associations, any affiliate trade organizations) unless approved by a majority of Members.

4.09: Conflict of Interest: 

Members of the Board shall not engage in any activity that could result in a conflict of interest with their duties on the Board without Member approval. An example of a conflict of interest would be any decision that would benefit the director, or their affiliated school, more than other schools.

4.10: Conditions

All Directors must:

  1. Uphold the NAASC by-laws, and policies, procedures and guidelines of the NAASC,
  2. Be willing and able to devote the time necessary to Board activities,
  3. Not publicly oppose, outside of their own circle of influence (i.e. school), decisions of NAASC, and
  4. Agree not to represent one’s self as a spokesperson of the NAASC without the written authorization of the President.

4.11: Vacancies

Vacancies on the Board shall be filled as specified in section 4.05(b). 

4.12: Board Meetings 

Annual meetings of the Board shall be held at such times and at such places as determined by the Board. Special meetings of the Board may be called by or at the request of the President, and also shall be called by the President upon the written request of a majority of the Board. 

All Board meetings may be held telephonically or by video as long as all Directors can hear each other. The time and place for any special meeting of the Board shall be fixed by the President. The immediate Past President, Executive Director and Chairperson (if existing) shall be ex officio non-voting members of the Board and are encouraged to attend all NAASC Board meetings when possible. Other individuals may be asked to participate in Board meetings from time to time at the request of the majority of the Board or the President. 

4.13: Notice Of Meetings 

Notice of all regular and special meetings of the Board shall be given in writing and delivered personally, mailed, e-mailed or sent by facsimile to each Director at his/her last known business address at least ten (10) days and not more than sixty (60) days prior to such meeting. The business to be transacted at any regular meeting shall be in accordance with the published agenda for regular and/or annual meetings and any other business shall be specified in the notice. Notice must be given of any intended amendment of the Policies, Standards or these Bylaws. The nature of the business to be transacted or the purpose of any special meeting shall be specified in the notice. Matters which are not on a regular meeting agenda or contained in a notice of a regular meeting or in the notice of a special meeting may be considered only upon a vote of two thirds (2/3) of all of the Directors present, in person, or by telephone. 

4.14: Quorum 

Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, a majority of the Directors on the Board shall constitute a quorum for the transaction of business at any meeting, but a majority of those present (though less than such quorum) may adjourn a meeting from time to time without further notice. 

4.15: Manner of Action 

The action of the majority of the members present at a meeting at which a quorum is present shall be the action of the Board, unless action by a greater number is required by law or by the Articles of Incorporation or these Bylaws. 

4.16: Conduct of Meetings

(a) Board of Directors:  The President, and in his/her absence, any Director chosen by the Directors present, shall call meetings of the Board to order and shall act as Chairperson of the meeting. The Secretary shall act as secretary of all meetings of the Board, but in the absence of the Secretary, Chairperson may appoint any assistant secretary or any Director or other person present to act as secretary of the meeting. 

(b) Meeting Minutes: The minutes of all meetings of the Board shall be transmitted to all members of the Board in a timely manner and in all events not later than thirty (30) days following said meeting.  If a website is available for the NAASC, all minutes other than those occurring during closed, executive sessions shall be posted for public viewing. 

  1. A closed, executive session is any session determined by the board to be a discussion of highly sensitive matters deemed to be inappropriate to share with the general public. Examples include discussions of malfeasance, crimes & misdemeanors that have not been proven but are worthy of discussion.

4.17: Voting

Directors shall each have one vote. Voting may take place by any method agreed upon by the board including email so long as the vote is recorded.

4.18: Compensation

The Board, following an affirmative vote of a majority of general members, and irrespective of any personal interest of any of its general members, may establish reasonable compensation of all Directors of the NAASC.

4.19: Consent to Action Without a Meeting 

Any actions required or not prohibited by the Articles of Incorporation or Bylaws, or any provision of law to be taken by the Board at a meeting or by resolution, may be taken without a meeting if a written consent for such action, setting forth the action to be taken, is signed by all of the Board members then in office.

Article 5: Governance of the NAASC

5.01: General Powers of the Board of Directors 

  1. The administrative business and affairs of the NAASC shall be governed by its Board of Directors (Board).

5.02: Fiscal Year 

The fiscal year of the National Association of Ayurvedic Schools and Colleges (NAASC) shall be from April 1 to March 31.

Article 6: Administrative Staff of the NAASC

6.01: Removal of Administrative Staff

Any person empowered by the Board to act on its behalf may be removed by simple majority vote of Board members then in office whenever, in its judgment, the best interests of the Board will be served thereby. However, such removal shall be without prejudice to the contract rights, if any, of the person so removed. Employment or appointment shall not, in and of itself, create contract rights.

6.02: Vacancies 

A vacancy in any staff position because of death, resignation, disqualification, or otherwise, shall be filled by the Board.

6.03: NAASC Finance Committee 

The NAASC Finance Committee shall be appointed by the Board of Directors of the NAASC at such time as the Board deems necessary. The committee will be led by the treasurer. 

The NAASC Finance Committee, in addition to all other duties, shall be to: 

(1) Have knowledge and oversight of NAASC funds and resources through monthly reviews of financial summaries prepared by the Treasurer. 

(2) Assure that there is an up-to-date three year financial plan (Updated at the beginning of every new fiscal year). 

(3) Recommend policies and procedures to the Executive Committee and the full Board with respect to financial resources and investment of funds.

(4) Review and make recommendations to the Board regarding revisions of the NAASC Bylaws. 

(4) Review and recommend to the Board revisions as necessary to all NAASC Board policies related to financial actions, expenditures and investments. 

(5) Insure that an independent annual audit of the financial accounts, records, and resources is performed by a Certified Public Accountant and report the results to, and discuss them with, the Executive Officers and the full Board at the next regularly scheduled meeting. 

(6) Review annually the committee’s responsibilities, functions, and related resources; update any action plan; identify any critical issues; and organize recommendations for improvement. 

(7) Assign certain Finance Committee members or certain Board members the responsibility of maintaining communication with the auditors. 

6.04: NAASC Audit Committee 

The NAASC Audit Committee shall be appointed by the Board of Directors of the NAASC at such time as the Board deems necessary and shall thereafter be a standing committee.

6.05:  Other Committees

With board approval to establish any other committees, the President shall appoint members to those committees on an ad hoc basis. 

Article 7: Finances of the NAASC

7.01: Dues

Annual dues and assessments may be set by a majority vote of the Board and approved by a 60% majority vote of the members. The Board may determine such penalties, as it deems appropriate, for non-payment.

7.02: Contracts 

The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the NAASC, and any such authorization may be general or confined to specific instances. In the absence of other designation, all such authorized contracts and instruments shall be executed in the name of the NAASC by the President or one of the other officers. All such instruments must be in conformity with the provisions of NAASC Bylaws and Policies. All such instruments involving dollar amounts in excess of $5,000 must be approved by the finance committee.

7.03: Loans 

No indebtedness shall be contracted on behalf of the NAASC and no evidences of such indebtedness shall be issued in its name unless authorized by, or under the authority of, a resolution of the Board. Such authorization may be general or confined to specific instances. All such instruments involving dollar amounts in excess of $5,000 must be approved by the finance committee.

7.04: Checks, Drafts, Etc. 

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the NAASC shall be signed by such officer or officers, agent or agents, of the Board and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board. 

7.05: Deposits 

All funds of the NAASC not otherwise employed shall be deposited to the credit of the NAASC in such banks, trust companies or other depositories as may be selected by or under the authority of a resolution of the Board. 

7.06: Related Parties 

No loans are to be made to related parties.

7.07: Sales of Property, etc. 

The Board shall manage all holdings of corporation. 

7.08: Voting Securities

Shares of stock or other voting securities standing in the name of the Corporation may be voted by the President or Vice President of the Corporation or any other officer or proxy appointed by the President or Vice President of the Corporation. 

7.09: Prohibited Actions

The Corporation shall distribute its income for each tax year at such time and in such manner so that it will not become subject to the tax on undistributed income imposed by Section 4942 of the Code. Furthermore, the Corporation will not: 

(a) engage in any act of self-dealing as defined in Section 4941(d) of the Code; 

(b) retain any excess business holdings as defined in Section 4943(c) of the Code; 

(c) make any investments in a manner that would subject it to tax under Section 4944 of the Code, or 

(d) make any taxable expenditure as defined in Section 4945(d) of the Code. 

Article 8: Amendments

These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by an affirmative vote of two-thirds (2/3) of the Board of Directors and two-thirds (2/3) of the members at any regular or special meeting provided, however, that the notice requirements of 3.10 and 4.10 have been met.

Article 9: Indemnification

The National Association of Ayurvedic Schools and Colleges Inc., (NAASC) shall indemnify any past or present Director, officer, committee member, member or employee of the Board, against any judgment, costs or expenses that may be imposed on or reasonably incurred by such person in connection with any claim, action, suit or proceeding made or instituted in which such person may be involved by reason of such person being a Director, officer, member or employee of the Board, or the committee formerly known as the Corporation. 

This agreement of indemnification by the NAASC shall be binding upon the NAASC, its successors and assigns, and shall inure to the benefit of the heirs, executors and administrators of any such Director, officer, member or employee of the Board that may be entitled as a matter of law. 

The indemnification herein above provided for shall in no event be applicable in any case in which any Director, officer, member or employee of the Board shall be finally adjudged in any such action, suit or proceeding to be liable because he/she had acted fraudulently or in bad faith. 

Article 10: Dissolution

10.01: Events Causing Dissolution

  1. The Corporation may be dissolved in accordance with the provisions of Sections 8610 et seq. of the California Nonprofit Mutual Benefit Corporation Law.
  2. The dissolution of the corporation shall require a unanimous vote of the Membership.

10.02: Distribution Upon Dissolution

Upon dissolution of the Corporation, the Corporation’s net assets, after paying or making provisions for the payment of the Corporation’s liabilities, if any, shall be distributed to such corporation(s), association(s), fund(s), and /or foundation(s) which engage in activities that are then qualified for exemption from federal income taxes as organizations described in Sections 501(c)(3) or 501(c)(6) of the Code, in such proportions as are determined by said Board of Directors, subject to any order of court as provided by law. If the Board of Directors fails to make such a designation, either irrevocably or otherwise, with respect to assets that become distributable hereunder, such assets shall be distributed to such other organization(s) as shall best serve the purposes of the Corporation and qualify under Sections 501(c)(3) and 501(c)(6) of the Code. 

Article 11: Miscellaneous

11.01: Corporate Seal

The Directors of the Corporation may upon a majority vote chose to create a corporate seal.  

11.02: Headings 

The headings in these Bylaws are intended for convenience only and should not affect the meaning or interpretation thereof. 

11.03: Interpretation 

In interpreting these Bylaws, whenever the context so requires, a) the singular shall include the plural and the plural shall include the singular, and b) any gender shall include all genders.