By Laws

(A NON – PROFIT ORGANIZATION – FED ID NO. 47-2302274 )

2607 N. MacArthur Blvd., Oklahoma City, OK 73127

MAILING ADDRESS:

2240 NW 164th Street, Edmond, OK 73013

WEB SITE: http://saitempleokc.org TEL. NO. (405) –562-8764

SHIRDI SAI SOCIETY

(A NON – PROFIT ORGANIZATION – FED ID NO. 47-2302274 ) Bylaws Committee and Initial Trustees Syam Mannava- Trustee
Shravanthi Mannava-Trustee

Vandan Chennamadhavani-Trustee

Board Of Directors

Syam Mannava
Shravanthi Mannava
Remaining Directors to be elected

Executive Committee Members

To be elected.
1TABLE OF CONTENTS

ARTICLE NO DESCRIPTION PAGE

-------- DEFINITION OF TERMS ARTICLE I NAME
ARTICLE II PURPOSE
ARTICLE III LIMITATION OF METHODS ARTICLE IV INAUGURAL COMMITTEE ARTICLE V BOARD OF DIRECTORS ARTICLE VI EXECUTIVE COMMITTEE ARTICLE VII COMMITTEES

ARTICLE VIII MANAGEMENT OF FUNDS
ARTICLE IX MEMBERSHIP
ARTICLE X AMENDMENTS
ARTICLE XI PROCEDURE FOR TRANSITION TO NEW BY LAWS

DEFINITION OF TERMS
Founders: Family as represented by Syam Sundar Mannava including Shravanthi Mannava (Spouse), Sishir Mannava (Son) and Supreeth Mannava (Son) collectively known as Mannavas are for all intents and purposes considered as founding family or members.

Inaugural Committee: The Inaugural Committee shall be the interim committee for day-to-day operations of the SHIRDI SAI SOCIETY until elections for Board of Directors and Executive Committee are held.
Board of Directors: The policy making body of the SHIRDI SAI SOCIETY (SHIRDI SAI TEMPLE OF OKC) shall be termed “Board of Directors”.

Chairperson: The Chairperson of the Board shall be the highest-ranking officer of the Board, whose rights and obligations are subject to the guidelines established under the relevant provisions of these by-laws.
Devotee: A visitor who follows any faith, culture and believes in and subscribes to the objectives of SHIRDI SAI SOCIETY is considered a Devotee.

Executive Committee: The Executive Committee shall be the managing authority of the day-today operations of the SHIRDI SAI SOCIETY.
Sponsor: Sponsor is a person that has donated a minimum of $500 in any given calendar year and a total of $1,000 in two preceding years before the election year. Grand Sponsor: Grand Sponsor is a person that has donated a minimum of $1,000 in any given calendar year and a total of $5,000 in two preceding years before the election year.

Family: Any person (along with spouse and children, where applicable) individually subject to the regulation of the income tax code shall be deemed a family. Children who individually become subject to the income tax code shall be deemed to constitute an individual family unit.
General Body: The General Body consists of members of SHIRDI SAI SOCIETY. Member: Any devotee who is eighteen (18) years of age or older, is a Citizen or legally residing the United States, and pays a minimum donation of $120.00 for individuals and $240 for families, subject to the guidelines established under the by-laws, shall become a member of SHIRDI SAI SOCIETY for the following calendar year.
Officers Of The Board: The officers of the Board include a Chairperson and a Secretary chosen from the members of the Board unless otherwise provided for under the by-laws.
Officers Of The Executive Committee: The officers of the Executive Committee include a President, a Secretary and are elected from the members of the Executive Committee unless otherwise provided for under these by-laws.
President: Highest ranking officer of the Executive Committee, whose rights and obligations are subject to the guidelines established under the relevant provisions of these by-laws.

Secretary Of The Board: The Secretary of the Board, whose rights and obligations are subject to the guidelines established under the relevant provisions of these by-laws, shall also be subject to the advice and direction of the Chairperson of the Board. Secretary Of The Executive Committee: The Secretary of the Executive Committee, whose rights and obligations are subject to the guidelines established under the relevant provisions of these by-laws, shall also be subject to the advice and direction of the President of the executive committee.

Treasurer: The officer of the Executive Committee responsible for the maintenance of accounts and the financial affairs of the Temple. The Treasurer is subject to the applicable guidelines established under these by-laws.

Visitor: Any person, other than a trespasser, who enters the SHIRDI SAI SOCIETY premises for working, or for learning about or has knowledge of or is curious to learn about Sri Shirdi Saibaba and his sayings, or teachings or .
Voting Member: Any member who pays a minimum donation of $ 120.00 per year for at least a calendar year, immediately preceding the election year.

ARTICLE I - NAME

Section 1:
The name of this corporation shall be SHIRDI SAI SOCIETY (SHIRDI SAI SOCIETY) also DBA “SAI Temple of Metro Oklahoma City” or “Shirdi Sai Center of OK”.
Section 2:
This organization shall be a non-profit organization, organized and existing under the laws of the State of Oklahoma with the principal office in Edmond, Oklahoma, County of Oklahoma.
ARTICLE II - PURPOSE
SHIRDI SAI SOCIETY is established for promoting the sayings, or teachings of Sri Shirdi Saibaba. SHIRDI SAI SOCIETY shall establish a Shirdi Sai Temple where Aartis, Bhajans, Food Donations, and other charitable activities will be conducted.
ARTICLE III - LIMITATION OF METHODS
Section 1:
No part of the earnings of the SHIRDI SAI SOCIETY shall benefit or be distributable to its Directors,
members, or trustees, officers, or other private persons. No substantial part of the activities of the SHIRDI SAI SOCIETY shall be the carrying on of a propaganda, or otherwise attempting to influence legislation, and SHIRDI SAI SOCIETY shall not participate, or intervene in, (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, SHIRDI SAI SOCIETY shall not carry on any other activities not permitted to be carried out on, (A) by a corporation exempt from federal income tax under section 501(C) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Section 2:
Upon the dissolution of SHIRDI SAI SOCIETY, the Board of Directors shall, after paying or making provision for payment of all liabilities of SHIRDI SAI SOCIETY, dispose of all assets of SHIRDI SAI SOCIETY, exclusively for the purposes of the Foundation in such a manner, or to such organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes shall qualify at that time as an exempt organization or organized under section 501(C) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Director shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE IV- INAUGURAL COMMITTEE
Section 1:Role And Function

The Inaugural Committee shall be the interim policy making body of SHIRDI SAI SOCIETY along with the founding members. The Inaugural Committee shall provide strategic guidelines to the operation and management of SHIRDI SAI SOCIETY until the Board of Directors and Executive Committee members are elected. The primary responsibility of the Inaugural Committee is to oversee the installation of Baba’s Moorti and to help with the nomination of election committee. The Inaugural Committee shall consist of community members that are Sai Devotees with the total number of members as determined by the founding family and the members shall be appointed by invitation of founding family only.

ARTICLE V- BOARD OF DIRECTORS
Section 1:Role And Function
The Board of Directors (herein after called the Board), shall be the policy making body of SHIRDI SAI SOCIETY. The Board shall exercise control over its real and non-real property making up the assets of SHIRDI SAI SOCIETY. The Board shall provide strategic guidelines to the Executive Committee in the operation and management of SHIRDI SAI SOCIETY. The Board shall consist of five (5) members for the first two years and nine (9) Board of Directors thereafter with four members elected every two years. Out of these nine Board of Directors, the General Body elects seven and the remaining two positions will be filled by the President of the Executive Committee and a member of the founding family, their children, or heirs. The founding family through their representative shall nominate a member of their family in writing to the Board. In the event of the death of the founding member, the surviving spouse may act as the family representative or nominate one of their children or heirs. Unless the founding members explicitly pass this right to nominate a family member to the Board to one of their children or heirs through a written will or trust, the founding family will lose this privilege.

The Board shall meet at least four (4) times in a calendar year. The budget prepared by the President, in consultation with the Executive Committee shall be subject to approval of the Board. The Board shall have the authority to revise the dollar amount of contribution necessary to be eligible as a Voting Member.

Section 2: Eligibility And Term Of Office

To be eligible to contest or to be considered for nomination as a Director of the Board, the contestant shall be in good standing member of the community that is a Grand Sponsor. Exception to this may be considered by the founding family for the very first board of directors on a case by case basis. For the first term, besides the representative of the Board of Directors from the founding family, there will be three members, elected by the members and the fifth director will be the president of the Executive Committee to be elected by the remaining four directors for the first term.

The general term of a Board of Director shall be four (4) years. However, four additional directors shall be elected by the members after the first two years and thereafter four directors shall be replaced after every two years. After the first two (2) years, four (4) directors shall be elected by the general body. No member shall serve more than two (2) consecutive terms except for the members of the founding family whose term will be

perennial. Only one member from the founding family shall serve on the Board and the Executive Committee respectively at the same time. Similarly, only one member from any of the member families shall serve on the Board or Executive Committee, though one member from the same family can serve simultaneously on the Board and the Executive Committee. All the Board of Directors shall maintain their membership in SHIRDI SAI SOCIETY current.

Section 3: Rights And Obligations

Except as noted specifically in other sections, the decisions of the Board shall be final and binding. Three (3) Directors shall constitute quorum for the Board meeting for the first two years and Five (5) Directors shall constitute quorum thereafter. Should a vacancy occur on the Board, that position should be filled from the respective category by a simple majority vote of the remaining Board of Directors. Appointed Board of Director shall serve the remaining term of the vacant position. Each of the Board Of Directors may represent only one proxy vote for an absent member. The absent member shall notify the Board of the proxy vote prior to the Board meeting. The proxy vote shall be for agenda items for the scheduled meeting only. Proxy vote shall not count for quorum or for votes on projects and expenditures over $10,000.00.

Section 4: Officers Of The Board

The Board shall elect a Chairperson and Secretary within fifteen (15) days following the election of new Directors. The term of office of these officers shall be two (2) years; the officers shall not serve more than two (2) consecutive terms. Candidate for the position of Chairperson should have served on the Board for a minimum of two (2) years, with the exception of the founding family.

A. Chairperson - The Chairperson shall preside over and conduct the meetings. He/she shall be the ex-officio member of all elected and appointed committees. The Chairperson shall also have the authority to constitute special committees as and when needed. All members appointed to these special committees shall be subject to approval of the Board. The Chairperson shall have the authority to convene meetings: a) As and when needed;

b) Or when requested by at least three members of the Board;
c) Or when requested by the Executive Committee.
B. Secretary - The Secretary shall maintain records of all Board meetings and a copy of the minutes shall be maintained at SHIRDI SAI SOCIETY. In the absence of the Chairperson, the Secretary shall preside and conduct Board meetings. When directed by the Chairperson, the Secretary shall schedule a meeting by giving seven (7) days’ notice to the members, by telephone or in writing or by electronic message. Under special circumstances, meetings may be scheduled at a shorter notice.
Section 5: Election Committee
The Election Committee is constituted specifically for the purpose of conducting elections of the Board of Directors and Executive Committee members. This committee shall also conduct the election of the officers of the Board and the Executive Committee. This committee shall consist of five (5) members to be nominated by the Board of Directors and Election Committee by a simple majority vote if there are more than five nominations. Any contestant or family member of the contestant shall not be eligible to serve on the Election Committee. In the event of a member being ineligible, remaining members shall constitute the Election Committee.

In case when there are not sufficient number of contestants to fill the positions on the Board or the Executive committee, the Election Committee in consultation with the Board shall have the authority to appoint Board of Directors and Executive Committee members. Under these circumstances, the term limits of the members may be waived for the purpose of re-appointment.

Election Committee shall be constituted by March 31st of the election year. The election process shall be completed by May 1st of the election year. New members and officers shall be in position by May 31st of the election year. The old committee shall complete transfer of responsibilities a month before Guru Poornima Day to the new committee. The Election Committee shall be automatically dissolved upon completion of the elections.

Section 6: Hiring And Termination Of Employees

Hiring, termination and the pay and benefit package of employees shall be the decision of the Board on recommendation from the Executive committee.
Section 7: Expulsion Of Member Of The Board Or Executive Committee Or Member Of The General Body

Upon receipt of written petition from 25 % of the General Body members, the Board has the authority to investigate and expel any member of the Board, the Executive Committee or the General Body. Founding family members are exempt from expulsion except under extraordinary circumstances. Extraordinary circumstances constitute criminal behavior punishable by a jail term under state and federal laws. The Board shall take following steps in this regard:

A. The Board shall appoint a committee to investigate the merits of the case. This committee shall advise the Board of its finding and recommendation in writing.
B. The Chairperson shall schedule a meeting through the Secretary, for this purpose. A notice of this meeting shall be given to the General Body fifteen (15) days prior to the meeting.
a) The General Body members present at the meeting have a right to consider the findings of the committee.
b) The Board shall vote on the issue in this meeting. The Board of Director under investigation shall not vote on the issue.
c) The Chairperson and/or Secretary shall be responsible for counting the votes and announcing the final decision on the issue. The decisions arrived at this meeting shall be final and binding
Section 8: Removal of the Entire Board and/or Executive Committee
A. In the event a third of the General Body members, express a no confidence motion in the form of a written petition on both the Board and the Executive Committee, separately or collectively, the Chairperson of the Board shall call for a General Body meeting. The Chairperson shall schedule a meeting through the Secretary, for this purpose. A notice of this meeting shall be given to the General Body fifteen (30) days prior to the meeting.
a. At this General Body meeting at least 51% of the registered members shall
constitute a quorum
b. To pass a no-confidence motion, at least 75% of the General Body members
present shall vote in favor of the motion to remove the Board and/ or Executive

Committee or both.
B. In the event of dismissal of the entire Board or the Executive Committee or both, the founding members and Grand Sponsors (except those who are on the Board or the Executive Committee or their spouses) shall convene a meeting within five [5] days and appoint two (2) Grand Sponsors and one [1] past Chairperson in addition to one founding member to serve the SHIRDI SAI SOCIETY either for the remaining term of the dismissed body or until re-election is scheduled, whichever is earlier.
ARTICLE VI- EXECUTIVE COMMITTEE
Section 1: Role And Function

Within the guidelines established by the Board, the Executive Committee shall manage the day to day operations of the SHIRDI SAI SOCIETY. The Executive Committee shall consist of five (5) members for the very first term with four more members elected after the first 2 years. Executive Committee shall meet at least six (6) times in a year.

Section 2: Eligibility And Term Of Office
To be eligible to become a member of the Executive Committee, the contestant shall be a member for one year. The term of office of an Executive Committee member shall be four (4) years. Four (4) members of the Executive Committee shall be elected every two (2) years from the General Body. The Voting Members in the General Body shall elect the Executive Committee members. No member shall serve more than two (2) consecutive terms. Only one member from a family shall serve at the same time.

Section 3: Rights And Obligations
Three (3) members shall constitute quorum for the Executive Committee meeting for the first two years and five (5) members shall constitute a quorum thereafter. Should a vacancy occur in the Executive Committee, a member shall be selected by the simple majority vote of the Executive Committee members with the approval of the Chairperson of the Board. New member shall serve the remaining term of the vacant position. Each member of the Executive Committee may represent only one [1] proxy vote for an absent member. The absent member shall notify the Executive Committee of the proxy vote prior to the Executive Committee meeting. The proxy vote shall be for agenda items for the scheduled meeting only. The proxy vote shall not count towards quorum. All members of the Executive Committee shall maintain their membership in SHIRDI SAI SOCIETY current.
Section 4: Officers Of The Executive Committee
The Executive Committee shall elect a President, a Secretary and a Treasurer within fifteen (15) days following the election of new members. The term of these officers shall be four (4) years. The officers shall not serve more than two (2) consecutive terms. The candidate for the position of the President should have served on the Executive Committee or Board for a minimum of 2 years, with the exception of the first president. A. President - The President shall have the authority to convene meetings as and when needed. The President in consultation with the Executive Committee shall prepare the annual budget for the operation of / SHIRDI SAI SOCIETY. This budget shall be presented to the Board by February 28th (or 29th in a leap year) for the following year. The President shall preside and conduct Executive Committee meetings.
B. Secretary - The Secretary shall prepare the agenda and, record minutes of each meeting. A copy of the minutes shall be maintained at the SHIRDI SAI SOCIETY. In the absence of the President, the Secretary shall conduct and preside over the meetings.

When directed by the President, the Secretary shall schedule a meeting by giving seven (7) days’ notice to the members by telephone, electronic mail or in writing. Under special circumstances, meetings may be scheduled at a shorter notice.
C. Treasurer - The Treasurer shall maintain monthly statements of receipts and disbursements from the operating funds approved by the Board in the budget. He/she shall be responsible for payroll and appropriate taxes. The Treasurer shall sign all the checks except checks in amount greater than $ 500.00. These checks, shall require an additional signature of one of the founding members.

a) Chairperson, or
b) President of the Executive Committee.
In the absence of the Treasurer, checks in amount less than $ 500.00 shall be signed by any of the above-mentioned authorized officers. The money collected in the Hundi shall be counted and accounted for at least once a month by the Treasurer in the presence of a member from the Board or Executive Committee, provided, the member present is not a family member of the Treasurer. A person other than to whom the check is issued shall sign checks for re-imbursement. The Treasurer shall participate in Board meetings as and when requested.
ARTICLE VII - COMMITTEES
The Executive Committee in consultation with the Chairperson shall appoint necessary committees for specific terms of office to conduct various functions of the SHIRDI SAI SOCIETY. These Committees shall be comprised of members of the SHIRDI SAI SOCIETY. A member of the Board and/or Executive Committee shall serve on each of these committees.
ARTICLE VIII - MANAGEMENT OF FUNDS
Section 1: General Policy
No funds of the SHIRDI SAI SOCIETY shall be authorized or approved for disbursement in violation of ARTICLE III: SECTION 1 of these by-laws.
Section 2: Disbursement Of Budgeted Funds
The Executive Committee is authorized to direct the Treasurer to disburse funds as approved in the budget. The Treasurer shall disburse funds as approved, directed and authorized by the Executive Committee.
Section 3: Disbursement Of Special Funds
The Board shall have the authority to designate and disburse special funds not in the budget to meet the needs of the SHIRDI SAI SOCIETY.
Section 4: Investments
Any investments into financial instruments/products shall be reviewed by the Board and authorized in writing.
Section 5: Audit
The Treasurer shall present audited reports yearly to the Board. The Board shall have the authority to commission an independent audit as and when needed.
ARTICLE IX - MEMBERSHIP
Section 1: Visitor

Any person, other than a trespasser, who enters the / SHIRDI SAI SOCIETY premises for working, or for learning about or has knowledge of or is curious to learn about Sri Shirdi Saibaba and his sayings or teachings, shall be treated as a visitor.
Section 2: Devotee

Any visitor who follows any faith and is curious to learn about Sri Shirdi Saibaba and his sayings or teachings, and the objectives of the SHIRDI SAI SOCIETY shall be considered a devotee.
Section 3: Member

Any devotee who is 18 years of age or older, and is a Citizen of or legally resides in the United States and pays a minimum donation of $ 120.00 for individuals and $240.00 for families shall become a member of SHIRDI SAI SOCIETY for the following calendar year subject to fulfilling the required application formalities, if any. Membership is subject to the guidelines established by the Executive Committee under the bylaws. The approval of membership is at the discretion of the Executive Committee. Should there be an adverse decision by the Executive Committee, the applicant has the right of appeal to the Board for reconsideration. The decision of the Board shall be final and binding. To be eligible to contest for the position of either as Board of Director or as member of Executive Committee, the contestant shall be a member of SHIRDI SAI SOCIETY by paying a minimum donation of $ 300.00per year for at least one calendar year, immediately preceding the election year. Also, to contest for the position of Board of Director, the contestant shall meet the additional requirements indicated under Article IV, section 2.

Section 4: Voting Member

Any member who pays a minimum donation of $ 120.00 for individuals or $240.00 for families per year for one calendar year, immediately preceding the election year shall be a Voting Member (s). The Voting Members shall have the right to vote in the election of Board and Executive Committee members.
Section 5:General Body
Collectively all the Members and Voting Members shall constitute the General Body of SHIRDI SAI SOCIETY. The General Body has the right to attend any of the meetings of the Board and the Executive Committee and shall have the right to express his/her opinion but shall not have the right to vote unless specifically provided for in the terms of the by-laws. Board and Executive Committee meeting schedules shall be posted on the SHIRDI SAI SOCIETY bulletin board and on the SHIRDI SAI SOCIETY website. General Body meeting shall be held at least one time each calendar year.
ARTICLE X - AMENDMENTS
Section 1:

The Board may amend these by-laws, during a meeting specifically called for this purpose. A minimum of two-thirds of total votes of the Board shall be required to amend the bylaws.
Section 2:
Notice of the meeting at which such amendments shall be voted on must be given to the General Body. A minimum of fifteen (15) days’ notice of the date of this meeting shall be required. During this meeting, the General Body has the right to express opinion and is not authorized to vote on the amendment issues.
ARTICLE XI - PROCEDURE FOR TRANSITION TO NEW BY LAWS
Section 1:

The very first Election or Nomination for Board and Executive Committee shall take place before July 1, 2014, so that the elected members can be in office by July 31, 2015.

Section 2:

Board of Directors for the very first term shall be elected or appointed to the new Board on or before May 31, 2015. These members shall serve until 5/31/2019. Four new Board of Directors shall be elected in May 2017 to serve a four-year term until 5/31/2021.

Section 3:

Executive Committee members chosen from the current devotees shall be elected or appointed to the new Executive Committee on or before May 31, 2015. These members shall serve until 5/31/2019. Four New Executive Committee members shall be elected in May 2017 to serve a two-year Term until 5/31/2021.