Yoga Alliance Registry Bylaws
Adopted, as amended, September 24, 2022
NAME, LOCATION AND PURPOSES
- Name. The name of the organization is Yoga Alliance Registry (“Corporation”), a nonprofit corporation organized under the laws of Washington, and doing business as Yoga Alliance Foundation.
- Location. The principal office shall be within or without the State of Virginia, as determined by the Board of Directors (“Board”).
- Purpose. The purposes for which the Corporation is organized and operated are charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (“IRC”), as amended (or the corresponding provision of any future United States Internal Revenue Code), as stated in the Corporation’s Articles of Incorporation. The Corporation is an affiliate of YAplus, a Virginia nonstock corporation tax-exempt under Section 501(c)(6) of the IRC, and doing business as YA+ or Yoga Alliance (referred to herein as “Yoga Alliance”).
BOARD OF DIRECTORS
- 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.
- Number, Tenure, Election and Qualifications. There shall at all times be at least five (5) and no more than seven (7) Directors. The Board of Directors shall be comprised of two groups: “Related Directors” and “Unrelated Directors.”
“Related Directors” shall be Directors of the Board of Directors of Yoga Alliance. The number of Related Directors shall be half of the total number of Directors of the Corporation, plus one (1). In the event that the total number of Directors of the Corporation is an odd number, the number of Related Directors shall be half of the total number of Directors of the Corporation, rounded down to the nearest integer, plus one (1). Related Directors shall serve the same terms as served on the Board of Directors of Yoga Alliance.
“Unrelated Directors” shall be nominated and elected by the Directors of the Corporation then in office. The terms of office of Unrelated Directors shall be staggered so that at least one Unrelated Director is elected each term. Unrelated Directors shall number half of the total number of Directors of Yoga Alliance Foundation, minus one (1). In the event that the total number of Directors of the Corporation is an odd number, the number of Unrelated Directors shall be half of the total number of Directors of the Corporation, rounded up to the nearest integer, minus one (1).
The term for an Unrelated Director shall be 18 months. A Director may be elected to serve up to two consecutive terms; however, after completion of any two consecutive terms, a Director may not serve as a member of the Board for a period of at least 18 months.
The President of the Corporation will attend and participate in Board 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.
- Vacancies. Vacancies occurring in a Director or Officer position or on the Governance Committee will be filled in the same manner as for Yoga Alliance.
- 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.
- 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. A Director or Officer who is removed from the Board or from office by Yoga Alliance will automatically cease to serve in that role for Yoga Alliance Registry.
- 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. 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
- Place of Meetings. The meetings of the Board shall be held at a place determined by the Board.
- 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 from time to time 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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
- 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.
- Members. The Corporation shall have an Executive Committee, identical in composition to the Executive Committee of Yoga Alliance. 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.
- 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 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.
- Quorum and Voting. A majority 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.
- 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.
- Election, Title and Term. The Officers of the Corporation shall be a Chair, Vice Chair, Secretary, Treasurer, and President. The President shall be the chief staff officer of the Corporation.
Each elective Officer shall be elected by the Board of Directors, 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 18 months. Any two (2) offices may be filled by the same Director, except for the offices of Chair and Secretary.
- 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:
- Chair. The Chair shall be the principal Officer of the Corporation, and shall preside at all meetings of the Board.
- Vice Chair. The Vice Chair shall serve during the absence of the Chair.
- 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.
- 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.
- President. The President shall serve as the chief employed executive of the Corporation and 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 registrants and stakeholders, communicating effectively with them, and guiding the Corporation to further its mission. The President will also have authority over the engagement and discharge of all employees of the Corporation. The President shall have the authority to enter into contracts, execute and deliver instruments, and sign checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness, and may delegate such authority to any officer or other employee 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 President may be employed by Yoga Alliance and may serve as the President of the Corporation through either a donation of the President’s services by Yoga Alliance or pursuant to a reimbursement agreement for the President’s services.
- 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.
- Acceptance of Gifts. The Board or any Officer or Officers may accept on behalf of the Corporation any contribution, gift, or bequest for the general purposes or for any special purpose of the Corporation. Any contributions, gifts, or bequests accepted by the Board or any Officer or Officers will be considered to be property of the Corporation.
- 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.
- Fiscal Year. The fiscal year of the Corporation shall be the same as that of Yoga Alliance.
INDEMNIFICATION AND INSURANCE
- 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.
- 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.