ARTICLE I. PURPOSE
Section 1. Purpose. The purposes of The Reiki Alliance are exclusively those allowed for organizations defined under §501(c)(3) of the Internal Revenue Code. Within these limits, the purposes of The Reiki Alliance include the following:
The purpose of The Reiki Alliance is to support its members as Masters in Usui Shiki Ryoho otherwise known as the Usui System of Natural Healing, honoring the spiritual lineage of Mikao Usui, Chujiro Hayashi, Hawayo Takata, Phyllis Lei Furumoto and her recognized successor(s). The purpose of The Reiki Alliance is also to support the practice of the Usui Shiki Ryoho Reiki by first and second degree Reiki students and practitioners.
ARTICLE II. MEMBERSHIP
Section 1. Classes of Membership. The classes of membership of The Reiki Alliance shall be determined from time to time at the Annual General Meeting (AGM). The primary class of membership of The Reiki Alliance is comprised of voting members who are Usui Shiki Ryoho Masters and who meet the other eligibility criteria set out in Section 7 below.
The Board on its own motion or upon a properly brought resolution of a voting member at the Annual General Meeting (AGM) that is approved by the voting membership present by a majority vote shall have the authority to establish and define nonvoting categories of membership comprised of Usui Shiki Ryoho practitioners and students.
Section 2. Powers and Purpose of Voting Members. Voting members have the power to elect and also to remove the members of the Board of Directors of The Reiki Alliance, to elect and to remove voting and nonvoting members and to vote on any amendments to the Articles or Bylaws and to vote on any other matters properly put before them for a vote by the Board of Directors or by any voting member at the Annual General Meeting (AGM). The Board of Directors will be bound by any vote of the membership at any AGM or special meeting at which a quorum is present.
Section 3. Special Power of the Voting Members. The voting membership shall have the power to override any action of the Board of Directors by a vote of two-thirds (2/3) of the voting members present at any AGM or special meeting at which a quorum is present. The Board of Directors shall be bound by the voting members’ exercise of this special power.
Section 4. Indemnification of Voting Members. The personal liability of each voting member of The Reiki Alliance, for monetary or other damages, shall be indemnified by The Reiki Alliance to the fullest extent permitted by current or future state or federal law, for any vote taken per Section 3 above provided, however, that in the event of a settlement, the Board of Directors must approve any settlement in advance.
Section 5. Records of Members. The Secretary shall ensure that the organization maintains a current, formal, alphabetical record of the names, addresses and status of voting members and nonvoting members, as provided by the members.
Section 6. Dues. Annual dues, if any, will be set by the Board of Directors in consultation with the finance committee. Annual dues may differ as between voting and nonvoting members.
Section 7. Qualifications of Voting Members. Voting members shall be Reiki Masters with traceable lineage in the System of Usui Shiki Ryoho who support the purpose of The Reiki Alliance and who recognize Phyllis Lei Furumoto and/or her recognized successors as a Lineage Bearer of Usui Shiki Ryoho in the lineage of Mikao Usui, Chujiro Hayashi, Hawayo Takata and Phyllis Lei Furumoto.
Voting members shall commit to honoring, upholding, and transmitting a common tradition and practice; to serve the community so that it is sustained as a vital organization for its members. Members agree that by working together, they create an organization that supports and nourishes them in their practice of Usui Shiki Ryoho. Together, members create The Reiki Alliance.
Each voting member shall be initiated as a Reiki Master in the physical presence of the Reiki Master initiating them as such and shall sign the Membership Agreement and accept the Code of Ethics of The Reiki Alliance.
In the event that a prospective member is not able to trace their lineage completely, the Membership Team may recommend to the Board of Directors that the Board waive this condition for membership. The decision to waive this condition may be taken by the Board at its sole discretion on a case by case basis when the prospective member exhibits the qualities and commitments outlined in Section 7 Paragraph 1 above, and the Membership Team deems the prospective member sufficiently knowledgeable about the practice and principles of Usui Shiki Ryoho and who meets all other criteria for membership.
Nonvoting members shall be first degree or second degree Usui Shiki Ryoho students and practitioners initiated in the physical presence of and by a Usui Shiki Ryoho Master.
Section 8. Suspension or Removal of Voting and Nonvoting Members. Voting and nonvoting members shall automatically be removed from active membership status for non-payment of dues within the designated timeframe each year.
Any voting or nonvoting member may be suspended or removed at the AGM or special meeting by the voting members for serious misconduct which adversely affects the interests or reputation of The Reiki Alliance or involves a breach of trust that adversely affects The Reiki Alliance’s fiscal stability. Voting members, who by their own admission do not, in their teaching, practice Usui Shiki Ryoho as defined by our shared purpose, will be asked to resign as members.
Complaints regarding misconduct will be mailed or emailed to the Arbitration Team/Committee. The Arbitration Team will attempt to reach a resolution. If no resolution is found, the Arbitration Team shall inform the Board of Directors that no resolution has been found and the Board of Directors shall conduct a special meeting for the purpose of voting on suspending or removing the member.
Section 9. Resignation of Voting or Nonvoting Members. Any voting or nonvoting member may resign at any time by sending or delivering a written resignation to the Board of Directors. Such a resignation shall be effective upon receipt by the Board.
Section 10. Quorum for Voting Membership Meetings. Voting members holding one tenth of the votes entitled to be cast, present or participating, shall constitute a quorum at any properly called meeting.
Section 11. Decision-Making by Voting Members. The affirmative vote of at least a majority of the voting members present at or participating in a properly called Annual General, Regular or Special meeting, for which a quorum has been achieved, is necessary and sufficient to make decisions or to pass resolutions by the voting members, unless a greater proportion is required by law, the Articles or Bylaws. An abstention counts as part of the total number of votes cast, and does not reduce the number of affirmative votes required to pass a motion or resolution. All decisions require a clearly stated motion, a second, and a vote. All motions and resolutions which are successfully adopted must be recorded in the written meeting minutes, together with the results of the voting.
Section 11 A. All motions or resolutions adopted by the membership shall be implemented expeditiously by the Board of Directors. In the event that such a motion or resolution is not implemented within three months of the decision, the Board shall establish a committee comprising representatives of the proposers of the motion or resolution in addition to a Board liaison, to finalize its implementation.
Section 12. Annual General Meeting. There must be an Annual General Meeting (AGM) of the voting members each year to elect members to the Board of Directors.
Written notice of the Annual General Meeting (AGM) must be sent by first class mail, fax, or email, as directed by the individual member, to all voting and nonvoting members entitled to receive notice, at the address, email, fax number, or other electronic media provided by the member or as it appears in the corporate records of The Reiki Alliance, at least fifteen (15) days in advance of the meeting.
At the Annual General Meeting (AGM) voting members will hear and consider reports from the Board of Directors, Officers and staff concerning the activities, management and budget of The Reiki Alliance. Voting members will then elect the members of the Board of Directors. The voting members will also vote on any other matters properly before them.
Voting for the Board will be by secret ballot, voting on other matters or resolutions will be open. The failure to hold an Annual General Meeting (AGM) does not affect the validity of any corporate action of The Reiki Alliance.
Section 13. Other Voting Membership Meetings.
A. Regular Meetings. The Reiki Alliance may hold a series of regular meetings of the voting members at times and locations set by the Board of Directors or Officers. A single notice sent by first class mail, email, posting on website, fax, or other electronic media as directed by the individual voting member, at least thirty (30) days in advance of the beginning of the series of regular meetings will be sufficient and no further notice is required so long as the meeting dates and times which were announced do not change.
B. Special Meetings. Special meetings of the voting members of The Reiki Alliance may be called by the Board of Directors. Notice for a special meeting must be mailed by first class mail, email, posting on website, fax, or other electronic media as directed by the individual voting member, at least fifteen (15) days in advance of the meeting and must specify the purpose(s) for which the meeting is called. Only the business for which a special meeting is called may be considered at the meeting.
Section 14. Content of Notice. The notice must contain the date, time, location and when required, the purpose of the meeting. Notices of special meetings always require a statement of the purpose(s) for which the meeting is called. Special Meetings shall not have the power to amend the Articles or Bylaws.
Section 15. Waiver of Notice. Any voting member may waive the right to receive full advance notice of any meeting. Waivers of notice will be in writing, signed by the person entitled to notice, and will be given to the Board to be placed in the corporate records. Waivers may be signed before or after the meeting has taken place. The attendance of a voting member at any meeting without specific objection to improper notice will constitute a waiver of the full notice of that meeting.
Section 16. Record Date. The record date for determining the members entitled to receive notice of a meeting will be the day before the day on which the notice is mailed. The record date to determine the members entitled to vote at a member’s meeting will be the date of the meeting.
ARTICLE III. BOARD OF DIRECTORS
Section 1. Duties of the Board. In keeping with its duty of loyalty to The Reiki Alliance, the Board of Directors will establish The Reiki Alliance’s policies and review and change them as necessary, oversee its programs, ensure the organization of the annual conference, appoint or employ and supervise its staff director, authorize its expenditures, oversee its financial affairs, and ensure the proper management and use of its assets and property as well as approve The Reiki Alliance’s budget. The Board of Directors must also ensure that The Reiki Alliance properly employs the necessary corporate formalities to make its decisions, that it prepares and submits all required state and federal reports, and that it operates in compliance with relevant state and federal laws. Board members must diligently prepare for, attend, and participate in the meetings of the Board of Directors and any Board committee/s as needed, in order to carry out these tasks. The Board of Directors shall meet at least three (3) times per year.
Section 2. Qualifications of Directors and Composition of the Board. Nominees for positions on the Board of Directors must be members in good standing in The Reiki Alliance and have demonstrated a commitment to the mission and purposes of The Reiki Alliance. Nominees must have email and internet access, speak and understand English, and must be available for electronic media consultations during their tenure as a member of the Board of Directors.
Section 3. Number of Directors. The Board of Directors shall consist of five members.
The voting members may, during an Annual General Meeting, (AGM) at the request of the Board of Directors create new positions on the Board of Directors by passing a resolution increasing the size of the Board to no more than nine members, and then may elect new Directors at that same meeting.
Section 4. Terms of Directors. Directors will serve three-year terms, which will be staggered so that approximately one-third of the Directors are elected each year. Directors shall not serve more than two consecutive 3-year terms, and must have a break of at least 1 year after two 3-year terms before being elected to the Board again.
Section 5. Selection of Directors.
A. Nominations. Self-nominations for new Board members may be made by any eligible voting member.
B. Election Process. Each voting member will have the right to vote only for as many persons as there are director positions open on the Board of Directors at the time of the election. The vote shall be by a secret ballot. In the event that the number of nominees is the same as the number of vacancies for the Board of Directors each individual nominee needs to receive a minimum number of votes equal to two-thirds (2/3) of the number of members present and voting at the Annual General Meeting (AGM) in order to be elected to the Board of Directors at the AGM.
C. Election Policy and Procedures. The Board of Directors may prepare and propose to the voting Members at the Annual General Meeting (AGM) a formal written policy regarding the details of the Board election process, including requirements for the announcement of elections and the solicitations of nominations, the role of a nominating committee , and the schedule and procedures that must be used to hold elections.
D. Annual Meeting. The election of Directors will take place at the Annual General Meeting (AGM) of the voting members.
Section 6. Removal of Directors. Directors may be removed only for cause by resolution of the voting members. Cause is any serious misconduct which adversely affects the interests or reputation of The Reiki Alliance or involves a breach of trust that adversely affects The Reiki Alliance’s fiscal stability. Proper notice must be given in advance, as required for an Annual General Meeting (AGM), or for a regular meeting of the voting members, or as required for a special meeting of the voting members, whichever is appropriate, stating that the removal of a Director is to be considered. Directors may also be removed for cause as defined above by a two-thirds (2/3) vote of all the members of the Board of Directors.
Section 7. Resignation of Directors. A Director may resign at any time. The resignation of a Director must be in writing and be delivered to the Board of Directors, the President, or the Secretary. Once delivered, a notice of resignation is irrevocable.
Section 8. Filling Vacancies. The Directors may, by a majority vote, appoint new Directors to fill any vacancies on the Board of Directors. A Director appointed to fill a vacancy will serve until the next Annual General Meeting (AGM). Time spent filling a vacancy is not considered a term in office.
Section 9. Conduct of Directors. Directors must discharge their duty of loyalty and their duty of diligence in good faith with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the Director reasonably believes to be in the best interest of The Reiki Alliance.
Section 10. Quorum. At all meetings of the Board of Directors, the presence or participation of a quorum, which is at least a majority of the number of Directors in office immediately before the meeting begins, is necessary to allow the transaction of corporate business or the making of corporate decisions.
Section 11. Decision-Making and Voting. The Directors shall make decisions on behalf of The Reiki Alliance through consensus. Using consensus, each Board member may agree with a motion before the Board, disagree with the motion but “stand aside” and not “block” its passage, or “block” consensus on the motion. Consensus does not require unanimous agreement but rather is achieved and a decision is made if no participating director “blocks” consensus. The Board shall diligently and conscientiously attempt to reach consensus, and shall employ all standard consensus practices and techniques including the expression and careful consideration of minority views. Where consensus cannot be achieved, the Board may employ facilitation or mediation to attempt to gain consensus if any Director requests it. After reasonable period of time set by the Board as appropriate under the circumstances, if consensus appears unattainable or mediation or facilitation unsuccessful the Board may take a vote and have the majority decide the issue. In that event, the minority may record their dissent or minority view(s) in the written Board minutes for the meeting at which the decision is taken.
Section 12. Telephonic Meetings. Meetings may be held by telephone, video conferencing, internet based communication or other method, so long as all participating Directors can simultaneously hear and speak with each other. A Director participating in such a meeting is deemed present for purposes of a quorum.
Section 13. Decisions by Mail or Email. Any decision that the Board of Directors may make at a meeting may be made without a meeting if the decision is approved by the affirmative vote of all of the members of the Board. A clearly stated motion must be sent to all of the Directors on the Board by mail, fax or email, with clear instructions that this process requires one hundred percent (100%) of the Directors to vote “yes” for the motion to pass. If the motion is sent by email then each Director must send their vote by email in reply, in which case no signature is necessary. Motions are adopted and effective on the date that all Directors in office have responded with an affirmative “yes” vote. If any Director votes “no,” abstains, or fails to vote, then the motion fails to pass. A printed record of each Director’s vote must be kept in the corporate records.
Section 14. Meetings. The Board of Directors must meet at least three (3) times per year. Robert’s Rules of Order may be consulted for guidance in the conduct of Board of Director meetings but shall not be binding.
Section 15. Notice of Meetings.
A. Special Meetings. Notice of Special Meetings must be given to every member of the Board of every meeting of the Board of Directors, stating the date, time, and location of the meeting, and the purpose of the meeting if so required by law or these Bylaws. The notice must be given not less than ten (10) days and no more than fifty (50) days in advance of any special meeting. Notice may be given by telephone conversation, in person, first class mail, email, fax or Skype, Zoom or other video conversation.
B. Regular Meetings. Notice of Regular Meetings may be given as a series of regular meetings, which will occur at a fixed time and place, no further separate notice, is required for each of those regular meetings. Notice must state the time, date, and location of the meeting. The Board of Directors may by resolution establish or change the dates of regularly scheduled meetings, with proper notice given to all Directors. Notice may be given by telephone conversation, in person, first class mail, email, fax or Skype, Zoom or other video conversation. The notice must be given not less than ten (10) days and no more than fifty (50) days in advance of the first regular meeting. No further notice need be given.
Section 16. Waiver of Notice. Any Director may waive the right to receive full advance notice of any meeting. Waivers of notice must be in writing, signed by the person entitled to notice, and must be given to the Secretary to be placed in the corporate records. Waivers may be signed before or after the meeting has taken place. The attendance of a Director at any meeting without specific objection to the notice constitutes a waiver of the full notice of that meeting.
Section 17. Authority of Directors. The President shall be an official spokesperson for The Reiki Alliance, and may represent the organization and its positions whenever appropriate. Any member of the Board of Directors may officially represent the positions of the organization or speak on behalf of the organization.
ARTICLE IV. OFFICERS AND STAFF
Section 1. Officers. The Officers of The Reiki Alliance must carry out the policies and decisions of the Board of Directors as directed by the Board. The Officers must include a president, secretary and treasurer. The Board of Directors may also elect one or more vice presidents, a chairperson, and other Officers as desired. The same person may not hold the offices of President and Secretary at the same time, but the same person may hold any other two offices. Officers must serve simultaneously as members of the Board of Directors. As Members of the Board of Directors all officers are voting members of The Reiki Alliance.
Section 2. Election and Term of Office. The Officers of The Reiki Alliance will be elected by the Board of Directors. As soon as possible following the election of Directors, the Board of Directors will meet to elect new officers of The Reiki Alliance. Officers will serve one year terms. However, unless they formally resign or are removed from office, Officers will remain in office until their successors are properly elected, designated or appointed. There is no limit to the number of terms, successive or otherwise, an Officer may serve.
Section 3. Removal. Any Officer elected by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the interests of The Reiki Alliance would be best served by such removal. Removal will be without prejudice to the contract rights, if any, of the Officer so removed. The person being considered for removal has no vote in the process of removal.
Section 4. Vacancies. If any office of The Reiki Alliance becomes vacant by death, resignation, retirement, removal, disqualification, or any other cause, the remaining Directors still in office, although less than a quorum, may appoint any eligible individual to fill such a vacancy. The appointed Officer will hold office for the remaining portion of the term of that office.
Section 5. President. The President is the principal officer of The Reiki Alliance and will, in general, supervise or oversee the supervision of all of the affairs of The Reiki Alliance. The President generally will preside at all meetings of the Board of Directors, unless the Board selects another person to preside. The President will also perform other duties as may be assigned by the Board of Directors. The President may serve as an ex-officio member of any committee.
Section 6. Vice-President/President Elect. In the absence of the President or in the event of the President's inability to act, the Vice President will perform the duties of the President. The Vice President, when acting as President, will have all the powers of and is subject to all the restrictions on the President. The Vice President will also perform other duties assigned by the Board of Directors. More than one Vice President position may be created and duties clarified, in an ordinary resolution of the Board of Directors.
Section 7. Secretary. The Secretary will perform or oversee the performance of the following duties:
a) Record and keep the minutes of the meetings of the members and of the Board of Directors and of any Board committees, in one or more books or electronic register provided for that purpose;
b) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
c) Be custodian of the corporate records;
d) Keep a register of the mailing address of each voting member as provided by such member;
e) Ensure that all required state and federal reports are prepared and filed in a timely
fashion; and
f) Perform or oversee all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.
The Secretary may delegate some or all of these tasks but remains responsible for their proper completion.
Section 8. Treasurer. The Treasurer will perform or oversee the performance of the following duties:
a) Be responsible for the proper management and control of all funds of The Reiki Alliance;
b) Prepare full and accurate financial records on a timely basis of all the income, expenses and assets of The Reiki Alliance;
c) Present reports at every meeting of the Board of Directors on the financial affairs of The Reiki Alliance; and
d) Provide financial information necessary to prepare and file the required reports to state and federal government agencies, showing the income, disbursements, and assets of The Reiki Alliance.
The Treasurer may delegate some or all of these tasks but remains responsible for their proper completion.
Section 9. Chair. The Board of Directors may elect a Chair and determine his or her duties.
Section 10. Executive Director and Staff. The Board of Directors may appoint or employ an Executive Director or other staff, whether paid or unpaid, to perform and conduct the programs and activities of the organization. The Board of Directors shall evaluate the performance of the Executive Director on an annual basis. Unless the Board of Directors determines otherwise, the Executive Director may have the power, subject to the approval of the Board of Directors, to hire staff, establish staff duties and performance standards, evaluate the performance of staff, and when necessary, with the approval of the Board of Directors, terminate the employment of staff of The Reiki Alliance. The Executive Director shall receive notice of all meetings of the Board of Directors and shall ordinarily attend all Board meetings, except when the Board goes into Executive Session to meet without the Executive Director present.
ARTICLE V. COMMITTEES
Section 1. Establishment. Voting members may, by resolution, establish teams or committees, including standing teams or committees or temporary teams or committees. The Board may also establish such teams or committees by a resolution. Such resolutions must name the team or committee and the purpose of the team or committee. “Teams” are equivalent to Committees in scope, nature and legality for all purposes.
Section 2. Committees.
A. Non-Board Committees. The Board may establish any teams or committees it seems appropriate, including a nominating team or committee, financial oversight team or committee, budget team or committee, personnel team or committee, and any number of working teams or committees and advisory teams or committees. These are all “non-Board committees” that do not have the power to make Board level decisions, authorize expenditures, adopt budgets, set policy, or establish programs. Non-Board Committees shall be established by a resolution adopted by the Directors present at a properly called meeting. Any voting member may be a member of such a team or committee.
B. Financial Oversight Committee. The Board shall establish a team or committee responsible for financial oversight of the organization’s income and expenses, which may be named the Finance and Audit Team or Committee or the Financial Oversight Team or Committee or another appropriate name. The team or committee must consist of two or more persons, including at least one person with some financial experience or experience with bookkeeping, who is not the organization’s check signer or bookkeeper. The team or committee shall be responsible for overseeing the organization’s financial transactions and the implementation of the organization’s financial policies. As part of its mission, the team or committee shall review on a monthly basis, or oversee a monthly review of, the organization’s expenditures, financial transactions, bank statements, returned checks, and credit card statements. The team or committee shall report any questions or concerns about the organization’s finances to the Board. The team or committee may also make the necessary arrangements for and oversee the organization’s annual audit or annual financial review, which is described in these Bylaws.
Section 3. Committee Members. The Board shall appoint Directors who will be liaisons observing the work of the teams or committees and may report on team or committee work at the Annual General Meeting (AGM). The Board shall approve of the members of teams or committees, or for teams or committees other than the Non-Board Committees the Board may delegate this task to the Board President or the Team or Committee Chair. The term of office of a member of a team or committee will continue until his or her successor is appointed unless the team or committee is terminated, the member resigns or is removed from the team or committee, or the member ceases to qualify as a member of the team or committee.
Section 4. Committee Chairs. One member of each team or committee may be selected or appointed Team or Committee Chair by the Board, or if the Board wishes, it may delegate that power to the members of the team or committee.
Section 5. Limitation on Powers. No team or committee may a) elect, appoint, or remove any Officer, any member of the Board of Directors; b) authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of The Reiki Alliance; c) authorize the dissolution of The Reiki Alliance or revoke proceedings therefore; d) amend, alter, or repeal the Articles, the bylaws, or any resolution of the Board of Directors; or e) authorize the payment of a dividend or any part of the income or profit of The Reiki Alliance to its Directors or Officers.
The Board of Directors shall always have the power to amend, alter or repeal any team or committee decision(s), subject to limitations on the unilateral amending of contracts, interference with third party rights, and other legal limitations.
ARTICLE VI. MISCELLANEOUS PROVISIONS
Section 1. Compensation of Officers and Directors. No Officer or member of the Board of Directors will receive any compensation for fulfilling the responsibilities of a member of the Board or of an Officer as defined in these bylaws. However, The Reiki Alliance may pay compensation to Officers and members of the Board of Directors for other services performed as employees or independent contractors as long as the required rules for conflicts of interest are followed. Members of the Board of Directors and their relatives who receive regular compensation from The Reiki Alliance must always constitute less than a majority of the Board. Members of the Board of Directors may be given reimbursement for actual expenses incurred in the course of fulfilling their responsibilities, subject to Board approval.
Section 2. Conflict of Interest. A conflict of interest is always present whenever The Reiki Alliance pays money or other compensation, or provides any tangible benefits, to an Officer or member of the Board of Directors or to a member of a Director’s or Officer’s family. All transactions involving conflicts of interest must be approved using the following procedures:
1) conflict-of-interest transactions must be approved by the full Board of Directors; they cannot be approved by the President, Executive Director or other staff.
2) Directors and Officers who have a conflict of interest in any matter must
a) Declare the existence of any direct or indirect conflict of interest,
b) Disclose the details of the proposed transaction on the record,
c) Abstain from voting on that matter and
d) Leave the room where the vote is to take place, until the votes have been counted. The minutes must record this to show that it was done.
3) The rest of the Board of Directors must analyze the transaction and sufficient information to ensure that all transactions involving a conflict of interest are fair to The Reiki Alliance and that no special benefits are being given to any person. The information relied upon by the Board of Directors, and its source, must be recorded in the minutes.
4) All conflict of interest transactions must be approved by the affirmative vote of a majority of all of the members of the Board of Directors who do not have a conflict of interest involved in that issue, as long as no less than two disinterested Directors vote to approve the transaction.
All Directors and Officers must sign a disclosure of all conflicts of interest, and update it if that disclosure needs to be changed.
Section 3. Financial Controls. The Board of Directors shall adopt formal Board policies that provide a system of financial controls that are adequate to prevent the misuse, embezzlement or theft of the organization’s funds and assets, and that would discover it if those problems or crimes were to occur. Those financial policies shall require that there must be three separate levels of financial operations, and that those operations shall be performed by different people:
1) Those with the authority to spend the organization’s money;
2) Those who are the bookkeeper(s) who record and track the income and expenditures; and
3) Those who oversee the bookkeeping system and the expenditure of funds.
This means that the persons who have authority to sign The Reiki Alliance’s checks or use its credit cards shall not be allowed to also serve as the organization’s bookkeeper(s); and that the organization’s bookkeeper(s) shall not be given permission or authority to spend the organization’s money, sign its checks or use its credit cards.
Section 4. Annual Financial Assessment. The Board of Directors must require the performance of an annual audit, financial review, financial compilation or financial assessment, which must involve the services of a trusted person with bookkeeping skills and knowledge, who does not do the bookkeeping for the organization or sign checks for the organization. This need not be a formal audit, but must at least involve a sufficiently thorough review of the organization’s financial records so that it would likely discover any misuse, embezzlement or theft of the organization’s funds or assets. The financial oversight committee described above shall select the person performing the annual financial assessment and shall ensure that the resulting report is presented to the entire Board of Directors.
Section 5. Tax Year. The tax year of The Reiki Alliance is the calendar year.
Section 6. No Discrimination. In the delivery of its services to the public, The Reiki Alliance does not discriminate for or against any person on the basis of ethnicity, nationality, place of origin, religion, gender, sexual orientation, marital status, familial status, economic status, age, or mental or physical disability.
Section 7. Indemnification of Directors and Officers. The Reiki Alliance will indemnify its Directors and officers to the fullest extent allowed by current or future state or federal law, provided, however, that in the event of a settlement, the Board of Directors must approve any settlement in advance. The personal liability of each member of the Board of Directors and each uncompensated officer of The Reiki Alliance, for monetary or other damages, for conduct as a director or officer shall be indemnified to the fullest extent permitted by current or future state or federal law.
ARTICLE VII. AMENDMENTS
Section 1. Articles of Incorporation and Bylaws. The affirmative vote of a majority of the voting members present or participating at a properly called meeting, at which a quorum is present, is necessary and sufficient for any amendment of the Articles or Bylaws. Proper written notice must be given in advance, including a written copy of the proposed amendments.
CERTIFICATE OF SECRETARY
I, the undersigned do hereby certify that the foregoing bylaws constitute the bylaws of The Reiki Alliance, as duly adopted by the Board of Directors on the 6th day of May, 2018.
Signed this 6th day of May, 2018.
Penny Devine
Secretary of The Reiki Alliance
Note: These Bylaws 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.
Revised: 15 May 2022