Adopted, as amended, January 26, 2017
NAME, LOCATION AND PURPOSES
1. Name. The name of the corporation is YAplus (“Corporation”), a nonstock corporation organized under the laws of the Commonwealth of Virginia, and doing business as Yoga Alliance and as YA+.
2. Location. The principal office of the Corporation shall be within or without the Commonwealth of Virginia, as determined by the Board of Directors (“Board”).
3. Purpose. The purposes for which the Corporation is organized and operated shall be as set forth in the Articles of Incorporation. The Corporation is affiliated with Yoga Alliance Registry, a Washington nonprofit corporation tax-exempt under Section 501(c)(3) of the U.S. Internal Revenue Code.
The Corporation shall not have voting members, but may have such classes of nonvoting members as established by the Board. Members shall pay dues and such other fees or assessments as prescribed by the Board. Members may participate in standing or special committees of the membership, as appointed or selected according to the policies of the Corporation.
BOARD OF DIRECTORS
1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors. The Board may, from time to time, hire or designate staff, paid or volunteer, to carry out the Board’s direction under the oversight of the Board.
2. Number, Tenure, Election and Qualifications. There shall at all times be at least six (6) and no more than fifteen (15) Directors. Each Director shall be elected by the Directors of the Corporation then in office. The terms of office of the Directors shall be staggered, beginning with the 2016 elections, so that one-third (1/3) of the Directors are elected each year. The term for a Director shall be three (3) years, except that the terms to be filled in 2016 and 2017 may be for such different lengths of time as the Board of Directors may in its discretion determine so as to facilitate the even staggering of terms, provided that no incumbent Director’s term shall be shortened by reason of such staggering. A Director may be re-elected to serve a second consecutive term and may be re-elected to subsequent terms without limit, provided that, after completion of any two consecutive terms, a Director must not serve as a member of the Board for a period of at least one (1) year. The immediate past Chair of the Board shall serve as an ex officio, voting member of the Board for a term of one (1) year, and the term of service as a Director of the immediate past Chair may be extended for this period. The President (“President”) of the Corporation will attend and participate in Board meetings and Executive Committee meetings as an ex officio, non-voting member, except the President shall not attend those meetings or portions thereof that address the President’s performance, compensation, or employment agreement.
3. Vacancies. Vacancies occurring in a Director or Officer position or on the Governance Committee by death, resignation, refusal to serve, or otherwise, may be filled for the unexpired term by the Board of Directors.
4. Resignations. A Director may resign at any time by filing his or her written resignation with the Board. Such resignation shall take effect at the time specified, or, if no time is specified, at the time of acceptance as determined by the Board.
5. Removal. Any Officer or Director may be removed at any time, with or without cause, by the vote of at least two-thirds (2/3) of the full Board of Directors. Any Director who fails to attend two (2) regular Board meetings per calendar year will automatically be removed as a Director effective seven (7) days after the conclusion of the second missed Board meeting; provided, however, that the Board may, by a two-thirds vote or unanimous written consent, excuse one absence if the absent Director presents evidence of extenuating circumstances causing the absence either in advance of the Board meeting or within three (3) days of the missed Board meeting. Absences due medical incapacity or other unusual circumstances beyond the control of the absent Director should generally be considered an extenuating circumstance meriting treatment of the absence as an excused absence. If a Director attends but misses significant portions of two or more regular Board meetings in a calendar year, other than for extenuating circumstances, an agenda item will be added to the next Board meeting calling for the Board to consider of whether the Director should be removed.
6. Fiduciary Duties and Conflicts of Interest. Directors have fiduciary duties and obligations to serve on the Board and act in the best interests of the Corporation and to avoid conflicts of interest as provided in these Bylaws, the General Policies of the Corporation, and applicable law. Except for service on the Advisory Council, any person who has served as a Director of the Corporation shall for a period of two (2) years from the date of the termination of that person’s tenure as a Director be ineligible to provide goods or services of any kind to the Corporation for any consideration, unless the Board votes to waive this provision for a former Director after a determination that it is in the best interests of the Corporation to do so and a consideration of other providers of similar goods or services. Any person who has served as a Director of the Corporation shall for a period of two (2) years from the date of the termination of that person’s tenure as a Director be ineligible to be employed by the Corporation in any capacity.
MEETINGS OF THE BOARD
1. Place of Meetings. The meetings of the Board shall be held at a place determined by the Board.
2. Regular Meetings. Regular meetings of the Board shall be held at least once each calendar quarter at such times and places as the Board shall determine, with no less than four (4) such regular meetings annually, of which at least two (2) shall be face-to-face. Directors are expected to attend all regular Board meetings in full unless extenuating circumstances beyond the Director’s control prevent them from attending.
3. Special Meetings. Special meetings of the Board may be called at any time by the Chair or by two (2) or more Directors.The agenda of any special meeting will be announced at the time notice is given. The business of the special meeting shall be limited to that on the agenda.
4. Notice of Meetings. Regular meetings shall be called on at least thirty (30) days’ notice and special meetings on at least five (5) days’ notice. Notice of regular or special meetings may be provided by electronic transmission in accordance with applicable law.
5. Waiver of Notice. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
6. Quorum. At all meetings of the Board, a majority of the total Directors then in office shall constitute a quorum for the transaction of business.
7. Voting of Directors. The voting of the majority of the Directors at a meeting at which a quorum has been established shall be the act of the Board, unless a vote of a greater number is required by these Bylaws or by law.
8. Meetings by Communications Equipment. Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.
COMPENSATION OF DIRECTORS
1. Compensation. Directors shall not receive any compensation for their services as Directors, but the Board may, by resolution, authorize the reimbursement of reasonable expenses incurred in the performance of their duties. Such authorization shall prescribe the procedure for approval of payment for such expenses by designated Officers of the Corporation.
1. Members. The Executive Committee shall have the following members: the Chair of the Board, Vice Chair, Secretary, Treasurer, the immediate past Chair of the Board, and the Chair of the Governance Committee. The Chair of the Board shall chair the Executive Committee. The President will attend and participate in Executive Committee meetings as an ex officio, non-voting member, except those meetings or portions thereof that address the President’s performance, compensation, or employment agreement.
2. Powers. The Executive Committee may exercise the powers of the Board between regular meetings of the Board, in accordance with the policies and procedures established by the Board to govern the actions of the Committee. The Executive Committee does not have the power to elect or to remove Officers or Directors.
The Executive Committee is charged with periodic evaluation and determining the compensation of the President. The Executive Committee shall conduct a review of the policies of the Corporation, including these Bylaws and the strategic plan, and make recommendation to the Board for any revision thereto, on an annual basis or according to such other schedule as determined by the Executive Committee. The Executive Committee shall keep a record of its proceedings and shall report the same to the Board at the next following meeting of the Board.
3. Quorum and Voting. A majority of the members of the Committee shall constitute a quorum, and action of the Committee may be taken by a majority vote at a meeting where a quorum is present.
1. Members. The Board shall establish a Governance Committee as a standing committee, which shall consist of a minimum of five (5) members, at least two (2) of whom shall be Directors, including the Chair of the Governance Committee. The Board shall elect the members of the Governance Committee and shall designate the Chair, who shall be a Director. All members of the Governance Committee shall serve for a term of two (2) years. The Board may remove any member of the Governance Committee by a two-thirds vote.
2. Powers and Duties. The Governance Committee shall not be a committee of the Board, but rather shall serve in an advisory capacity, making recommendations to the Board for action. The Governance Committee shall recruit new Directors with the goal of ensuring that each Director possesses the requisite qualifications and experience to carry out his or her responsibilities, when the term of a current Director is soon to expire or when the Board charges the Governance Committee with seeking new Directors. In carrying out this responsibility, it shall also assess the Board’s current composition and identify missing characteristics, draft a recruitment plan and continuously cultivate new prospects, develop job descriptions for Directors, orient new Directors and continue to educate all Directors on their responsibilities, and ensure that the Board regularly engages in self-assessment.
The Governance Committee shall submit a slate of candidates for nomination to the Board for each Director and Officer position then open or that will become open for the next term. The Committee shall select candidates according to criteria established by the Board. The Committee’s nominee for Chair of the Board shall have previously served as or currently serve as an officer of the Corporation, unless the Board passes a resolution waiving this requirement. The Committee’s slate shall be submitted to the Board Chair for distribution to the Directors at least two (2) weeks prior to the meeting at which the Board is to be selected, unless the Board votes to waive the full notice period. The Committee’s slate for election of Officer positions shall be submitted in sufficient time for an election to be held in the fourth quarter of each calendar year. The Board may vote to adopt the full or a partial slate presented by the Governance Committee and may direct the Governance Committee to propose new candidates, if the Board rejects any of the presented Director or Officer candidates on the slate.
3. Quorum and Voting. A majority of the members of the Governance Committee shall constitute a quorum, and action may be taken by a majority vote of the Committee members where a quorum is present.
The Board may designate, elect, appoint, hire or dismiss any such committees, task forces, working groups, panels, or advisory bodies of any sort (each a “Committee”) as it shall deem necessary to carry out the purpose, mission, and function of the Corporation in accordance with the Articles of Incorporation, these Bylaws, and the General Policies of the Corporation, or as may be required by law. Each such Committee shall include among its members a least two (2) Directors, and the Board Chair shall appoint a chair of the Committee from among the Directors serving on the Committee. A majority of members of any Committee shall constitute a quorum, and action by a Committee shall be taken by a majority vote of the members where a quorum is present. Only a Committee consisting exclusively of Directors may be deemed a committee of the Board and be delegated Board authority. All other Committees shall be advisory in nature. Each Committee shall report to the Board on any actions taken by the Committee since the preceding Board meeting.
The Board may appoint any former Director to serve on an Advisory Council to the Corporation for such period as the Board may designate. The Board may remove any member of the Advisory Council from the Advisory Council at any time, at its discretion. At the request of the Chairman of the Board, members of the Advisory Council may participate in an advisory capacity in Board meetings or Committee meetings. At the request of the Chairman of the Board, the COO, or the President of Corporation, members of the Advisory Council may serve as representatives of the Corporation in advocacy efforts undertaken by the Corporation, in meetings with members, or as otherwise specifically requested. The Board may, by resolution, authorize the reimbursement of reasonable expenses incurred by members of the Advisory Council in the performance of their requested services. Members of the Advisory Council shall not receive any compensation for their services except for a modest stipend authorized by the Board for requested service by the member, which shall be commensurate to the time expended by the member and shall not exceed $500 per day or $15,000 per annum.
1. Election, Title and Term. The Officers of the Corporation shall be a Chair, Vice Chair, Secretary, Treasurer, President and Chief Operating Officer (“COO”). All such Officers except the President and COO shall be elective. The President shall be the chief staff officer and ex officio appointive officer of the Corporation.
Each elective Officer shall be elected by the Board of Directors from amongst themselves, from a slate of candidates submitted by the Governance Committee at least two (2) weeks prior to the meeting at which Officers are selected, in accordance with any policies, procedures and guidelines established by the Board. Each elective Officer shall serve for a term of one (1) year. Any two (2) offices may be filled by the same Director, except for the offices of Chair and Secretary.
2. Duties. The duties of the Officers of the Corporation shall be such as usually appertain to such offices of corporations generally, except as may be otherwise prescribed by these Bylaws or by the Board, and include but are not limited to the following:
a. Chair. The Chair shall be the principal Officer of the Corporation, and shall preside at all meetings of the Board. The Chair may be a member of any committee and shall be an advisory non-voting ex officio member of all committees on which the Chair is not a member; if serving as an advisory member of a Committee, the Chair shall be advised of all committee meetings and may choose to attend any committee meeting. The Chair shall be an ex officio member of all committees.
b. Vice Chair. The Vice Chair shall serve during the absence of the Chair.
c. Secretary. The Secretary shall give or cause to be given proper notice of all meetings of the Board of Directors. The Secretary shall also record or cause to be recorded minutes of all meetings, to be kept as official records of the Corporation.
d. Treasurer. The Treasurer shall keep or cause to be kept proper books of account and other books showing the amount of the funds and other property belonging to the Corporation, all of which books shall be open at all times to the inspection of the Board. The Treasurer shall also submit or cause to be submitted, a report of the accounts and financial condition of the Corporation at each meeting of the Board.
e. President. The President shall serve as the chief employed executive of the Corporation , shall have full operational authority for the management of the Corporation’s affairs. The President shall also provide strategic and policy leadership to the Corporation, with a focus on understanding the needs of the Corporation’s members, communicating effectively with them, and guiding the Corporation to serve the interests of its members. The President will also have authority over the engagement and discharge of all employees of the Corporation. The President’s authority is subject to the provisions in the President’s employment agreement, the duties specified in these Bylaws or other governing documents, and to the direction of the Board, the Executive Committee, or the Chair. The Corporation may provide the services of the President to Yoga Alliance Registry, and the Board may opt to donate those services or to enter into a reimbursement agreement with Yoga Alliance Registry for the value of the President’s services.
f. Chief Operating Officer. The Corporation shall employ a Chief Operating Officer, who shall report to the President, and whose responsibilities shall include overseeing the day-to-day operations of the Corporation, subject to the direction of the President. The COO shall have authority to enter into agreements on behalf of the Corporation. The COO shall not be a member of the Board. The Corporation may provide the services of the COO to Yoga Alliance Registry, and the Board may opt to donate those services or to enter into a reimbursement agreement with Yoga Alliance Registry for the value of the COO’s services. All Officers shall perform such other duties as the Board (or, in the case of the COO, the President) may direct. At the expiration of each elective Officer’s term, he or she shall deliver to the Board all property and records of the Corporation that may have come into his or her possession or control.
1. Authorization. The Board may authorize any Officer, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board.
2. Audits. Upon request of the Board the accounts of the Corporation will be audited by a reputable certified public accountant, whose report shall be submitted to the Board.
3. Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors.
INDEMNIFICATION AND INSURANCE
1. Indemnification. Directors, Officers, and other authorized employees or agents of the Corporation shall be indemnified against claims for liability arising in connection with their positions or activities on behalf of the Corporation to the full extent permitted by law.
2. Insurance. The Corporation shall maintain liability insurance, including Directors and Officers Liability insurance, in such amounts and under such terms as the Board may from time to time determine.
These Bylaws may be altered, amended or repealed by a vote of two-thirds (2/3) of all Directors at any regular meeting or special meeting called for that purpose; provided, however, that notice of the proposed amendment, alteration or repeal shall be given to each Director at least five (5) days prior to the date of the meeting at which the Bylaws are to be altered, amended or repealed.