Article 1. PURPOSE
The purpose of The Reiki Alliance is to support the members as Masters in Usui Shiki Ryoho otherwise known as the Usui System of Natural Healing.
Article 2. MEMBERSHIP
The classes of membership shall be such as determined from time to time by the Annual General Meeting of The Reiki Alliance.
The membership of The Reiki Alliance shall consist of Reiki Masters who support the purpose of this corporation and who recognize Phyllis Lei Furumoto as the Lineage Bearer of Usui Shiki Ryoho in the lineage of Mikao Usui, Chujiro Hayashi, Hawayo Takata and Phyllis Lei Furumoto.
Each member shall be initiated as a Reiki Master by a Reiki Master and shall sign the Membership Agreement.
Membership shall be terminated for non-payment of dues, by written resignation of the member, or by a vote for such termination at a properly constituted meeting of The Reiki Alliance.
Article 3. BOARD OF DIRECTORS
The management and administration of the affairs of this corporation shall be by a Board of Directors consisting of five members.
Section 1 (a).
Directors shall be elected each year to three year terms of office from those attending the Annual General Meeting. Such terms shall be staggered to ensure that not all directors end their term at the same time.
Section 1 (b).
Board members may serve two consecutive three year terms of office. After any continuous six years in office a Board member shall take one year off before being eligible for another term.
The number of directors constituting the Board may be changed by a specific amendment of the By-Laws made at an Annual General Meeting.
Requirements for Board members shall be: active members in good standing in The Reiki Alliance; attend all meetings of the Board of Directors; attend the Annual Conference; have e-mail access; and be available for phone consultations during the year.
Responsibilities of the Board of Directors shall be: to oversee the general operations of The Reiki Alliance; to oversee the planning and organizing of The Annual Conference; to approve the annual budget and oversee the approved budget; to set annual dues and the initial membership fee; to review the By-Laws and make necessary recommendations for amendments to be considered by the membership; to communicate regularly with the Office of the Grandmaster; to assume ultimate responsibility for accurate translation of official documents; and to report to the membership in simple and clear language how these responsibilities are being carried out.
The Reiki Alliance shall provide Conference fees and transportation costs (at the lowest possible rates) for Board members and relevant staff to attend Board meetings and the Annual Conference.
Three members of the Board of Directors shall constitute a quorum.
The Board of Directors may appoint committees to carry out the objectives of the corporation. A committee can make decisions only to the extent of its delegated authority.
In the event of a vacancy on the Board of Directors the remaining directors by majority vote may elect a temporary replacement until the next Annual General Meeting when a permanent replacement shall be elected by the membership to serve for the unexpired portion of the term.
Article 4. OFFICERS
The members of the Board of Directors shall serve as the officers of the corporation. The officers shall be the president, vice president, and secretary/treasurer.
The duties of the president, vice president and secretary/treasurer shall be such as are usually imposed upon such officers of corporations and as are required by law and such as may be assigned to them respectively by the Board of Directors from time to time, but checks upon any bank account of the corporation shall be signed only by such individuals as the Board of Directors may from time to time appoint by an appropriate resolution.
Article 5. MEETINGS OF MEMBERS
The Annual General Meeting of the members for election of the Board of Directors and for the transaction of such other business as may properly come before the meeting shall take place at the annual Conference which shall be held at such time and location as determined by the Board of Directors.
Special general meetings of the members may be called at any time by the Board of Directors at such time and place as the Board of Directors may prescribe.
Written or printed notice stating the place and date of the annual meeting, and in the case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered not less than thirty days before the date of the meeting.
Each member who is financially current shall be entitled to cast one vote at any election or on any subject at any regular or special meeting of the members and such vote shall be cast in person.
Except as otherwise provided herein or by statute, the membership shall adopt matters by majority vote of the members present at which a quorum is present. The membership shall have the power to override any action of the directors by a vote of two-thirds of the members present at a meeting at which a quorum is present. The Board of Directors shall be bound by adoption of any matter by the members. This Article 5, Section 5 of these By-Laws shall not be amended except by majority vote of the membership.
Article 6. MEETINGS OF THE BOARD OF DIRECTORS
Meetings of the Board of Directors shall be held at any place, at any time, upon the call of any three or more directors. Notice shall be given in person, telephonically or by mail at least three days prior to any meeting. Notice of any meeting of the Board may be waived in writing by any director at any time.
Article 7. INDEMNIFICATION
Any person who has been made or was a party or was threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he/she is or was a director of this corporation, shall be indemnified against expenses (including attorney’s fees), judgements, fines, and amounts paid in settlement annually and reasonably incurred by his/her connection with such action, suit or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of the corporation or in respect to any criminal action or proceeding had not reason to believe his/her conduct was unlawful. In any action or suit by or in the right of this corporation to procure a judgment against such person, no indemnification shall be made in respect of any claim, issue, or matter as to which he/she shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the corporation unless and only to the extent that the court in which such action or suit was brought, shall determine upon application that, despite an adjudication of liability, he/she is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. On request of such person who is made, or is threatened to be made, a party to any such suit, this corporation shall enter into an agreement confirming the foregoing indemnity, subject to limitations provided by law in such instances. The indemnification herein provided for shall continue as to a person who has ceased to be a director or officer of this corporation, shall inure to the benefit of his/her heirs, executors, and administrators, and shall be in addition to rights of indemnification provided by law.
This corporation shall pay expenses incurred in defending a civil or criminal action, suit or proceeding against which a person shall be entitled to indemnification under Section 1 of Article 7 in advance of a final disposition of such action upon receipt of an undertaking by or on behalf of the person to repay such amount if the person is not entitled to indemnification as provided by law.
Article 8: DISSOLUTION
Upon voluntary or involuntary dissolution, the assets of the corporation shall be applied and distributed as provided in Chapter 24.03 of the Revised Code of Washington.
Note: These By-Laws are translated into other languages to best represent the meaning of the English text. It is impossible however to give an accurate translation of the legal terminology used in this document. Law and terminology are different in every country. The original English text will be decisive in case of differences.