Northern california bylaws

SECOND AMENDED BYLAWS OF THE JAIN CENTER OF NORTHERN CALIFORNIA (‘JCNC’) A 501c3 California Nonprofit Religious Corporation SummaryConstitution Adopted 07/18/81 & amended 12/17/81; Bylaws (previously known as the Constitution) Adopted on 04/26/96 First Amended on 07/28/98; Second Amendment on10/06/02

ARTICLE 1 OFFICES SECTION A. PRINCIPAL OFFICE The principal office of the Jain Center of Northern California (‘JCNC’) for the transaction of all of its business is as follows: JCNC 722 South Main Street Milpitas, California 95035

SECTION B. CHANGE OF ADDRESS JCNC's principal office shall be changed only by amendment of these Bylaws.

SECTION C. OTHER OFFICES The JCNC may also have other offices at such other places, within or outside the State of California, where it is qualified to do business, as its business may require and as the BOD may, from time to time, designate.

SECTION D. MAIL AND DELIVERIES Unless provided otherwise in the Bylaws, all mail and deliveries on behalf of JCNC shall be received at or sent to the principal office or to any other JCNC office as provided in Sections A and C of Article 1.

ARTICLE 2 DEFINITIONS

“In Good Standing” means that the person is a qualified member, benefactor or ex-president of the JCNC as provided herein and that he or she has paid membership dues as applicable for the current fiscal year and is in valid status.

2. “Qualified Member” is a JCNC member who is 18 years of age or older who has completed the JCNC membership application and paid the applicable annual or lifetime membership dues.

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3. “Individual Membership” represents an individual who is eighteen years of age or older and who has

completed a membership application and paid the required and applicable annual or lifetime membership dues.

4. “Family Membership” represents a husband and wife along with any unmarried children under the age

of twenty-one (21) and parent(s) and/ or grandparent(s) or an individual with unmarried children under the age of twenty-one (21) and/ or parent(s) and/ or grandparent(s) and who has completed a membership application and paid the required and applicable annual or lifetime membership dues.

5. “Board of Directors (BOD)” is the elected, planning body of the JCNC with the officials of the BOD

referred to as the Directors of the JCNC. The Board of Directors is the supreme body of the JCNC. 6. “Executive Committee (EC)” is the elected, operational body of the JCNC with the officials of the EC

referred to as the Officers of the JCNC. The Executive Committee is responsible for all the day to day operations of the JCNC. 7. “Election Day” is the day when the JCNC shall hold its annual elections on Mahavir Nirvana Program

day.

8.

“Traditions Council” is a standing committee established by the BOD consisting of a member from each of the five traditions.

9.

“Fiscal Year” JCNC’s fiscal year shall be the same as the calendar year, from January 1 to December 31, inclusive.

ARTICLE 3 PURPOSES SECTION A. OBJECTIVES AND PURPOSE The primary objectives and purposes of this JCNC shall be: 1. To educate and promote understanding of the Jain doctrines, beliefs, sacred scriptures, teachings of Jain

Tirthankaras, rituals, traditions and religion; 2. To provide religious, educational, cultural, and intellectual interchange within the JCNC community and

between various Jain Centers and communities located in the United States, India, and elsewhere; 3. To teach, commemorate, and celebrate various Jain religious festivals, rituals, and events; 4. To preserve and promote religious, educational, cultural, community service and such other JCNC

programs and activities as shall from time to time meet the needs of the JCNC community; and 5. To administer, promote, support and maintain the Jain Bhawan and any other JCNC institution or center established in the United States and elsewhere.

ARTICLE 4 GENERAL MEMBERSHIP c:\jain\relbylawsamend

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SECTION A. CLASSIFICATION AND RIGHTS OF MEMBERS JCNC shall have two classes of members, individual and family members, and each member shall select either annual or lifetime membership, unless amended by the Board of Directors. No member shall hold more than one membership in the JCNC. Except as expressly provided in or authorized by the JCNC Articles of Incorporation or Bylaws, each class of members shall have the same rights, privileges, restrictions, and conditions.

SECTION B. QUALIFICATION FOR MEMBERSHIP The following two (2) conditions shall be areprerequisites for JCNC membership: 1. PersonAny person must be eighteen (18) years of age or older, and may be a member of the JCNC who 2. Person must cCompletione the JCNCof the membership application and payment of the required and

applicable annual or lifetime, individual or family membership dues provided in Section D of this Article.

SECTION C. UNIT OF MEMBERSHIP Unless amended by the majority of the Board of Directors, for the purposes of dues and assessments and entitlement to member benefits, the unit of membership shall be either annual individual or family or lifetime individual or family. An individual membership, either annual or lifetime, shall include the individual only. A family membership, either annual or lifetime, shall include any of the following options: 1. A husband and wife with unmarried children under the age of twenty-one (21) and parent(s) and/ or

grandparent(s); or 2. An individual with unmarried children under the age of twenty-one (21) and/ or

parent(s) and/ or grandparent(s).

Unless provided otherwise in the Bylaws, children of member families who are twenty-one (21) years of age or older, have to be qualified members of the JCNC under Section B of this Article to run for office and to vote.

SECTION D. FEES, DUES AND ASSESSMENTS

Each member shall be assessed a membership fee based upon the membership elected, either annual or lifetime individual or annual or lifetime family. b. The Executive Committee and the Board of Directors shall have the right to determine and amend membership fees as required and necessary from time to time in the best interests of the JCNC upon majority vote of the Executive Committee and the Board of Directors. c. Annual renewal membership dues shall be due on or before February 28th of the fiscal year. Nonpayment of dues may result in suspension of the membership, except in a case of financial hardship. a.

SECTION E. MEMBERSHIP RECORDS JCNC shall maintain membership records, electronic or otherwise, as provided in Article 11, Section A(3).

All notices or newsletters provided to members shall be sent to the address on record. Each member must provide JCNC with any change of address, phone #, email address or other contact information to timely receive all communications.

JCNC’s membership record shall constitute the JCNC membership list and shall be used, in whole or part, c:\jain\relbylawsamend

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by a JCNC member, officer, director, employee, volunteer, or agent, only for JCNC business and for any purpose reasonably related to the member's membership interest. Membership information on any JCNC member shall not be disclosed to anyone for non-JCNC business without prior notice and approval of the member.

SECTION F. NONTRANSFERABILITY OF MEMBERSHIPS No member may transfer their membership or any right arising therefrom to any third party outside their class. All rights of membership cease upon the member's death.

SECTION G. MEMBER VOTING RIGHTS Each member in good standing shall be entitled to vote at general membership body meeting in person, via email, mail-in ballots, JCNC website, or by any other means as determined by the Board of Directors.

For either annual or life membership, individual members shall be entitled to one (1) vote and family members shall be entitled to two (2) votes.

SECTION H. PLACE OF MEETINGS Meetings of members and functions of the JCNC where members shall be present shall be held at the principal office provided in Article 1, Section 1, or at such place(s) within the State of California as may be designated from time to time by resolution of the Executive Committee.

SECTION I. ANNUAL AND OTHER REGULAR MEETINGS The members shall meet annually on Mahavir Nirvana Program Day for the purpose of electing any directors, officers, or transacting other business as may come before the meeting. Cumulative voting for the election of directors or officers shall not be permitted. The candidates receiving the highest number of votes for the position up to the number of directors or officers to be elected shall be elected. Each voting member shall cast one vote, with voting being by ballot only. The annual meeting of members for the purpose of electing directors or officers shall be deemed a regular meeting and any reference in these Bylaws to regular meetings of members refers to this annual meeting. Other regular meetings of the members shall be held as required upon proper notice by the Board of Directors or Executive Committee.

SECTION J. SPECIAL MEETINGS OF MEMBERS Special meetings of the members may be called by the Board of Directors, Executive Committee or by five percent (5%) or more of the members for any lawful purpose.

SECTION K. NOTICE OF MEETINGS (a) Time of Notice. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the Secretary or President not less than ten (10) nor more than ninety (90) days before the date of the meeting to each member who on the record date for the notice of the meeting is entitled to vote provided however that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given fifteen (15) days before the c:\jain\relbylawsamend

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meeting. (b) Manner of Giving Notice. Notice of a member’s meeting or any report shall be given either personally, by mail, email or by other means of communication, addressed to the member at the address of such member appearing on the JCNC records or given by the member for the purpose of notice, or if no address appears or is given, at the place where the principal office is located or by publication of notice of the meeting at least once in a newspaper of general circulation in the county in which the principal office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by email or other means of communication. (c) Contents of Notice. Notice of a membership meeting shall state the place, date, and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted and no other business may be transacted, or (2) in the case of a regular meeting, those matters which the Board of Directors or Executive Committee, at the time notice is given, intends to present for action by the members. Subject to any provision to the contrary contained in these Bylaws, however, any proper matter may be presented at a regular meeting for such action. (d) Notice of Meetings Called by Members. If a special meeting of the members is called by five percent (5%) or more of the members as authorized by the Bylaws, the request for the meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by regular or registered mail or by email to the Chairperson of the Board or President of the Executive Committee. Notice shall be given to the members entitled to vote that a meeting will be held stating the date and purpose of the special meeting. The date for such meeting shall be fixed by the Board of Directors or Executive Committee and shall not be less than thirty-five (35) nor more than ninety (90) days after the receipt of the request for the meeting. If the notice is not given within twenty (20) days after the receipt of the request, persons calling the meeting may give the notice themselves. (e) Waiver of Notice of Meetings. The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present either in person, and if, either before or after the meeting, each of the persons entitled to vote, not present in person, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting of members, except that if action is taken or proposed to be taken for approval of any of the matters specified in subparagraph (f) below of this section, the waiver of notice or consent shall state the general nature of the proposal. (f) Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice and approved by 2/3rds of the returning votes, unless stated otherwise in the Bylaws: 1. Adoption, amendment or repeal the Bylaws pursuant to Section 9150(b) of the California Corporations

Code; 2. Removal of directors pursuant to Section 9222 of the California Corporations Code; 3. Amendment of the Articles of Incorporation pursuant to Sections 9620 and 5812 of the California

Corporations Code; 4. Disposal of all, or substantially all, corporate assets pursuant to Section 9631(a) of the California

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5. Approval of the principal terms of a merger pursuant to Section 9640(c) of the California Corporations

Code; 6. Amendment to an agreement of merger pursuant to Section 6015(a) and 9640 of the California

Corporations Code; and 7. Election to voluntarily wind up and dissolve the JCNC pursuant to Section 9680(b) of the California Corporations Code.

SECTION L. QUORUM FOR MEETINGS A quorum shall consist of 15% of the members in good standing.

The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of members from the meeting provided that any action taken after the loss of a quorum must be approved by at least a majority of the members required to constitute a quorum.

In the absence of a quorum, any meeting of the members may be adjourned from time to time by the vote of a majority of the votes represented at the meeting, but no other business shall be transacted at such meeting.

When a meeting is adjourned for lack of a sufficient number of members at the meeting or otherwise, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting other than by announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting. However, if after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. A meeting shall not be adjourned for more than forty-five (45) days.

SECTION M. MAJORITY ACTION AS MEMBERSHIP ACTION Every act or decision done or made by the majority of the returning votes at a duly held meeting at which a quorum is present is the act of the members, unless required otherwise under the California Corporations Code, the JCNC Articles of Incorporation or the Bylaws.

SECTION N. CONDUCT OF MEETINGS General membership meetings shall be presided over individually or jointly by the Chairperson of the Board of Directors, President, or by any other director or officer of the JCNC, as required and approved by the majority of the Executive Committee or the Board of Directors, as applicable. The Secretary of the Board of Directors shall act as Secretary of all meetings of members, provided that, in his or her absence, the Secretary of the Executive Committee shall act.

Meetings shall be open providing opportunity for members to be heard and speak. If no specific rules are defined, rules may be assigned or revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation, or with any provision of the California Corporations Code.

SECTION O. ACTION BY WRITTEN BALLOT WITHOUT A MEETING c:\jain\relbylawsamend

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Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the JCNC distributes a written ballot to each member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section K(b) of this Article.

Directors and Officers may be elected by written ballot. Such ballots for the election of directors and officers shall list the persons nominated at the time the ballots are mailed or delivered. If any such ballots are marked "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of directors and officers is withheld, they shall not be counted as votes either for or against the election of a director and officers.

SECTION P. TERMINATION OF MEMBERSHIP (a) Grounds for Termination. The membership of a member shall terminate upon the occurrence of any of the following events: (1) Upon his or her notice of such termination delivered to the JCNC President or VP of Membership personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.

(2) Upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests, purposes, principles, or ethics of the JCNC. (3) Upon a failure to renew his or her annual membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the VP of Finance or Membership. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30)-day period following the member's receipt of the written notification of delinquency. (b) Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (a)(2) of this section, the following procedure shall be implemented: (1) A notice shall be sent by first-class or registered mail to the last address of the member as shown on the JCNC's records, setting forth the expulsion and the reasons therefor. Such notice shall be sent at least thirty (30) days before the proposed effective date of the expulsion.

(2) The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five (5) days before the effective date of the proposed expulsion.

The Board of Directors shall hold the hearing in accordance with the quorum and voting rules set forth in these Bylaws applicable to the meetings of the Board. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion.

(3) Following the hearing, the Board of Directors shall decide upon unanimous vote whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board shall be final.

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return only the unaccrued balance remaining for the period of the dues payment.

SECTION Q. RIGHTS ON TERMINATION OF MEMBERSHIP All rights of a member in the JCNC shall cease on termination of membership as herein provided.

ARTICLE 5 BENEFACTORS SECTION A. QUALIFICATION Any JCNC member, over the age of 18, in good standing, who donates $1,500 or greater to the JCNC shall be known as a benefactor to the JCNC for the term provided below in Section C of this Article.

There is no limitation as to the number of benefactors.

SECTION B. DUTIES/ RESPONSIBILITIES Except for those benefactors who are elected to the Executive Committee (EC), to the Board of Directors (BOD), to any special committees or sub-committees or who act as JCNC volunteers, benefactors have no duties or responsibilities to govern or operate the JCNC or to create or manage any short-term or longterm goals of the JCNC. Nine (9) benefactors shall be on the Board of Directors with three (3) benefactors elected on to the Board of Directors every year for a term of three (3) years. All benefactors elected on the Board of Directors shall be in good standing as a benefactor and as a member throughout their term.

If any benefactor has less than three (3) years remaining on his or her term as a benefactor, the benefactor may run for the available benefactor/ BOD position for the three (3) year term only upon donation and payment of the amount listed below in Sections C and E of this Article.

SECTION C. TERM The term of a benefactor shall vary according to the amount of monies donated during the calendar year as shown below in Table 1, Term Chart. During the term period, the benefactor must be a JCNC member in good standing.

TABLE 1: TERM CHART AMOUNT OF DONATION $50,001 & greater $25,001 - $50,000 $ 5,001 - $25,000 $ 1,500 - $ 5,000

TERM________ Life 6 years 3 years 1 year

SECTION D. VOTE Each benefactor shall have one vote.

SECTION E. CONDITIONS AND PAYMENTS An individual wishing to donate $1,500 to $5,000 for a term of one (1) year as a benefactor shall make a commitment orally or in writing as to the donation amount and that he or she will make the payment within six (6) months from the date of commitment or 150 days prior to the election to be considered on the record date as part of the pool of benefactors for that calendar year.

An individual wishing to donate $5,001 to $25,000 for a term of three (3) years as a benefactor shall make c:\jain\relbylawsamend

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a commitment in writing as to the donation amount and that he or she will make the payment in two equal installments within 12 months from the date of commitment and make at least one installment payment 150 days prior to the election to be considered on the record date as part of the pool of benefactors for that calendar year.

An individual wishing to donate $25,001 to $50,000 for a term of six (6) years as a benefactor shall make a commitment in writing as to the donation amount and that he or she will make the payment in two equal installments within 15 months from the date of commitment and make at least one installment payment 150 days prior to the election to be considered on the record date as part of the pool of benefactors for that calendar year.

An individual wishing to donate $50,001 or more for a term of life as a benefactor shall make a commitment in writing as to the donation amount and that he or she will make the payment in three equal installments within 24 months from the date of commitment and make at least one installment payment 150 days prior to the election to be considered on the record date as part of the pool of benefactors for that calendar year.

Failure to make the required payments as provided herein may result in removal as provided below in Section G of this Article.

SECTION F. ELECTION OF BENEFACTORS TO THE BOD The Benefactor positions on the BOD are elected through an internal election from the pool of benefactors in good standing coordinated and processed by the Election Committee. Each eligible Benefactor shall receive one vote regardless of the type of membership, individual or family. The Election Committee shall follow general election process and timeline deadlines as provided in Article 9.

SECTION G. VACANCIES: REMOVAL AND RESIGNATION Benefactors may vacate, resign, or be removed as a Benefactor. A vacancy will be said to exist on the death, resignation or removal of any benefactor, or on the declaration of a benefactor who has been declared of unsound mind by a final order of court, or convicted of a felony, or has been removed from office by order of the Superior Court for engaging in fraudulent acts pursuant to §9223 of the California Nonprofit Religious Corporation Law. A benefactor may resign effective immediately upon giving written notice to the Chairperson of the BOD, unless the notice specifies a later time for the effectiveness of such resignation.

A benefactor may be removed by majority vote of the BOD for failure to maintain good standing or comply with the conditions and payment plan as provided in this Article and for failure to cure upon thirty days notice by the EC or BOD. A benefactor may also be removed upon direct proof of the benefactor’s gross neglect in carrying out his or her duties, severe violation(s) and act(s) in derogation of the JCNC’s mission, principles, and ethics, embezzlement of corporate funds, and acts of self-dealing. Removal shall take place upon 3/4 th vote of the quorum of the BOD and 2/3rds returning votes of the General Membership Body.

ARTICLE 6 BOARD OF DIRECTORS SECTION A. DEFINITION AND PURPOSE OF BOARD OF DIRECTORS (‘BOD’) The BOD is an elected, long-term planning body of the JCNC with the officials of the BOD referred to c:\jain\relbylawsamend

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as the directors of the JCNC. The directors are responsible for the long-term operations and planning of the JCNC. The BOD shall be supreme body of the JCNC and each director shall have a fiduciary responsibility to the JCNC as provided under the California Corporations Code.

SECTION B. QUALIFICATION/ ELECTION Any JCNC life member, benefactor, or ex-president, twenty-one (21) years of age or older, in good standing, may run for a BOD position, as applicable.

SECTION C. NUMBER OF DIRECTORS The JCNC shall have fifteen-(15) voting directors as listed below and collectively they shall be known as the Board of Directors (‘BOD’). The number of directors may be changed by amendment of these Bylaws or by repeal of the Bylaws and adoption of new Bylaws as provided herein.

The fifteen (15) member BOD shall consist of nine (9) benefactor, three (3) Executive Committee (the President, VP of Finance, and one additional VP position), one (1) ex-president, and two (2) community member positions. The BOD may have other non-voting members, including, but not limited to, the General Counsel.

SECTION D. TERM All benefactor BOD positions in good standing shall have a term of three (3) years. All other BOD positions shall have a term of two (2) years.

All benefactors shall be in good standing throughout the term period. If any benefactor has less than three (3) years remaining on his or her term as a benefactor and he or she is on the BOD for a three (3) year term, the benefactor shall continue in good standing on the BOD only upon donation and payment of the required amount listed above in Sections C and E of Article 5.

With the exception of the President’s EC BOD position, directors may run for a BOD position for two consecutive terms. After two consecutive terms, directors may run for a BOD position, with the exception of the EC BOD positions, only after a gap of one (1) year. All terms shall be calculated in accordance with the JCNC fiscal year.

Any existing BOD member who is elected and receives another BOD position due to his or her elected position shall vacate his or her existing BOD position upon acceptance of the elected position and the vacated BOD position shall be filled by a new member for the remaining term in accordance with the election procedures in place for the respective position as provided in Article 9.

All terms shall be calculated in accordance with JCNC’s fiscal year.

SECTION E. ELECTION TO BOD The general election process and timeline deadlines shall be coordinated and processed by the Election Committee as provided in Article 9.

The majority of the Benefactors in good standing shall elect the three Benefactor BOD positions. The majority of the Ex-Presidents in good standing shall elect the one Ex-President BOD position. The majority of the returning votes of the general membership body shall elect the two community member BOD positions. After election of the EC Officers by the majority of the returning votes by the general membership body, the three EC BOD positions shall be automatic as to the elected President and the c:\jain\relbylawsamend

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VP of Finance positions. The last VP/ EC BOD position shall be filled upon nomination of a VP by the President and upon majority vote by the EC. SECTION F. CHAIRPERSON OF THE BOD At the beginning of JCNC’s fiscal year, the BOD shall nominate and elect one director to act as the Chairperson of the BOD. The nominated director receiving the majority of the votes from the BOD shall be elected as the Chairperson.

In addition to the duties and responsibilities listed below, the Chairperson shall schedule and preside over the BOD meetings and matters, select one director to act as Secretary for all BOD meetings, and appoint a General Counsel to preside over all JCNC legal matters and serve to advise the BOD from time to time on issues of legal significance.

SECTION GE. AUTHORITY Subject to the provisions of the California Nonprofit Religious Corporations Code and any limitations in the Articles of Incorporation and Bylaws, and any amendment to the same, relating to action required or permitted to be taken or approved by the JCNC members, by the EC, or by any other committee or subcommittee, if any, the long–term activities and affairs of the JCNC shall be conducted and all authority shall be exercised by or under the direction of the BOD. The BOD of the JCNC shall have the requisite ability and responsibility in the best interests of the JCNC to do such acts reasonably and lawfully necessary, proper, suitable, or convenient for the achievement of the purposes stated below, or for any of them, or for the furtherance of the stated purposes, including, but not limited to the following: 1.

2.

3.

4.

5.

6.

7.

8.

Undertake solicitation of contributions and donations for JCNC purposes; Own, buy, sell, lease, rent, or mortgage real estate and property on behalf of and under the name of the JCNC; Invest and deal with the assets and liabilities of the JCNC; Enter into, perform, cancel and/ or rescind any contract of any kind for lawful corporate purposes; Borrow or raise moneys for corporate purposes as permitted by the applicable laws of the State of California and within the framework of the goals and objectives of the JCNC, in any manner and to secure the same by mortgage or other liens upon any and all of the property of the JCNC, and operate in the U.S. consistent with the federal, state and local laws; Establish standing and special committees or sub-committees as required and necessary for the proper functioning of the JCNC; Appoint or retain any specialists as required and necessary for the proper functioning of the JCNC; Pursue or defend any legal action, claims or demands on behalf of or against the JCNC. Nothing herein contained shall be deemed to authorize or permit the JCNC and any of its directors, officers, employees, agents, volunteers or members to carry on any activities, or to exercise any responsibilities or to do any act which is in derogation of its status as a 501c3 Non-profit Religious Corporation or which is not valid under the applicable Federal, State, or Local/ County laws, rules or regulations in effect.

SECTION HF. DUTIES/ RESPONSIBILITIES As the governing body of the JCNC, the directors shall in the best interest of the JCNC:

a.

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Articles of Incorporation, or by these Bylaws; b. Establish, monitor and appoint required or necessary standing or special committees for the proper

c. d.

e. f. g.

h. i. j. k. l. m.

functioning of the JCNC, including, but not limited, to the Executive Committee, Finance Committee, the Education Committee, and the Traditions Council; Provide general guidance, policy setting, and long-term planning for the JCNC; Oversee all matters of the JCNC whose primary purpose is not operational, not involving day to day activities, which have or may have long-term impact, greater than one year, in various areas, including corporate and financial planning and development and which are not the responsibility of the Executive Committee.

Appoint and remove, employ and discharge, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of any officers, agents and employees retained by the BOD; Supervise, train, and review any officers, agents and employees retained by the BOD and assure that their duties are being performed properly and JCNC principles and mission are being followed accordingly; Review and approve the annual budget by the end of the first quarter of the fiscal year, make reasonable and necessary comments or corrections and reject, and monitor actuals against projected numbers on a quarterly basis and make adjustments to the budget as required.

Review annual financial reports, direct yearly audit and review of the books and accounts; Establish, oversee, manage, and set up guidelines for the standing and special committees and subcommittees of the BOD; Appoint chairperson and members of the standing and special committees and sub-committees of the BOD; Appoint and work with General Counsel regarding all legal matters, including, but not limited to, all legal filings, claims, or queries, and execution of all contracts on behalf of the JCNC. Hold and attend regular and special meetings of the BOD; and Register each directors’ address and current contact information with the Chairperson of the BOD and all notices of meetings or other information mailed or emailed to them at such address shall be valid notice thereof.

SECTION IH. COMPENSATION No direct or indirect compensation shall be paid to Directors.

SECTION JI. VOTING Each elected director in good standing shall have the right to one (1) vote on the BOD. SECTION KJ. PLACE OF MEETINGS Regular meetings shall be held at the principal office of the JCNC unless otherwise provided by the BOD or at such place within the State of California, which the Chairperson of the BOD designates via notice (in any form) within at a minimum 24 hours prior to the meeting. Special meetings shall be held at the principal office of the JCNC unless otherwise provided by the BOD or at such place within or outside the State of California, which the Chairperson of the BOD designates via notice within 24 hours prior to the meeting.

If at any time, one or all directors have a conflict with the location of the meeting, an open discussion shall be initiated by the Chairperson and a vote will be taken. The meeting shall be held at the site receiving a majority of the votes of the BOD. In the absence of such a designation by the Chairperson, any meeting held at a location other than the principal place of business shall be valid only upon written consent of all directors, provided either before or after the meeting, and filed with the Secretary or after all BOD members have been given written notice of the meeting. c:\jain\relbylawsamend

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Any meeting, regular or special, may be held by conference telephone, video conferencing or similar communications equipment as long as all directors participating in such a meeting can hear one another.

SECTION LK. REGULAR AND ANNUAL MEETINGS Regular meetings of directors shall be held at least four (4) times a year, once every quarter. An annual meeting of the BOD shall be held within two weeks, if possible, of the Executive Committee’s completion of the budget and submission to the BOD for ratification.

SECTION ML. SPECIAL MEETINGS Special meetings of the BOD may be called by the Chairperson of the BOD, or by 1/4th of the directors, and such meetings shall be held at the place, within or outside of the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at JCNC’s principal place of business.

SECTION NM. NOTICE OF MEETINGS All meetings of the BOD shall be noticed. Special meetings of the BOD shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone, facsimile, or email. If sent by mail, email or fax, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery via facsimile or email. Such notices shall be addressed to each director at his or her address as shown on JCNC books.

SECTION ON. CONTENTS OF NOTICE For regular meetings, the notice shall specify the place, day and hour of the meeting; the purpose of the BOD meeting need not be specified in the notice. For special meetings, the notice shall specify the place, day, hour and purpose of the special BOD meeting.

SECTION PO. WAIVER OF NOTICE AND CONSENT The transactions of any meeting of the BOD, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION QP. QUORUM FOR MEETINGS A quorum shall consist of a majority of the Directors.

Except as otherwise provided in these Bylaws or in the Articles of Incorporation, or by law, no business shall be considered by the BOD at any meeting at which a quorum is not present, and the only motion which the Chairperson shall entertain at such meeting is a motion to adjourn. When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section S of this Article.

The directors present at a duly called and held meeting at which a quorum is initially present may c:\jain\relbylawsamend

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continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, the Articles of Incorporation, or Bylaws.

SECTION RQ. MAJORITY ACTION AS BOD ACTION Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the BOD, unless the Articles of Incorporation or Bylaws or provisions of the California Nonprofit Religious Corporations Code, particularly those provisions relating to appointment of committees (Section 9212), approval of contracts or transactions in which a director has a material financial interest (Section 9243) and indemnification of directors (Section 9246e), require a greater percentage or different voting rules for approval of a matter by the BOD. SECTION SR. CONDUCT OF MEETINGS Meetings of the BOD shall be presided over by the Chairperson of the BOD, or, if no such person has been so designated or, in his or her absence, the President of the JCNC or, in the absence of each of these persons, by a temporary Chairperson chosen by a majority of the directors present at the meeting. The Secretary for the BOD shall take minutes of the meetings. If the Secretary is not present at any meeting, the Chairperson or anyone acting in his or her place, shall appoint a temporary Secretary for that meeting to take minutes of the meeting.

All regular BOD meetings are open to members in good standing. Meetings shall be governed by Roberts’ Rules of Order, formal parliamentary rules, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this JCNC, or with provisions of California law.

SECTION TS. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING Any action required or permitted to be taken by the BOD under any provision of law may be taken without a meeting, if all directors individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the BOD. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the BOD without a meeting and that the Bylaws of this JCNC authorize the directors to so act, and such statement shall be prima facie evidence of such authority.

SECTION U. VACANCY Vacancies on the BOD shall exist (1) on the death, resignation or removal of any director, (2) when the number of authorized director positions is increased, or (3) when a director is elected to another position which provides him or her another seat on the BOD. The BOD may also declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or has been removed from office by order of the Superior Court for engaging in fraudulent acts pursuant to Section 9223 of the California Nonprofit Religious Corporations Code.

Except for a vacancy created by the removal of a director by the members, vacancies on the BOD may be filled by majority approval of the BOD or, if the number of directors then in office is less than a quorum, c:\jain\relbylawsamend

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by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waiver of notice complying with this Article of these Bylaws, or (3) a sole remaining director.

A person elected to fill a vacancy as provided by this section shall hold office until the end of the term of the prior director, until the next annual election of the BOD or until his or her death, resignation or removal from office.

SECTION V. RESIGNATION AND REMOVAL Any director may resign effective upon giving written notice to the Chairperson of the BOD, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the JCNC would then be left without any duly elected director in charge of its affairs.

Any director may be removed upon majority vote of the BOD from his or her position for not attending three (3) consecutive BOD meetings without prior notice to the Chairperson unless due to an emergent situation.

Any director who materially fails to perform his or her duties of the position without reasonable cause, who violates and acts in derogation of JCNC’s mission, principles and ethics, who embezzles corporate funds, or who acts in self-dealing may be removed from the BOD upon 3/4ths vote of the BOD and 2/3rds of the returning votes of the General Membership Body.

ARTICLE 7 EXECUTIVE COMMITTEE SECTION A. DEFINITION AND PURPOSE OF THE EXECUTIVE COMMITTEE (‘EC’) The EC is an elected, operational body of the JCNC with the officials of the EC referred to as the Officers of the JCNC. The officers are responsible for the day to day operations of the JCNC and coordination of all JCNC events.

SECTION B. NUMBER OF OFFICERS The number of officers shall be flexible and at the discretion of the EC and BOD. The EC shall consist of at a minimum a President, eight (8) Vice Presidents (‘VPs) and eight (8) Co-Vice Presidents (‘Co-VPs) of various departments, including, but not limited to, the following: 1.

2.

3.

4.

5.

6.

Cultural and Community Service Events and Administration Education Administration Facilities/ Event Management Administration Finance Administration Membership and Public Relations Administration Religious Programs and Activities Administration

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7.

8.

Short Term Rental Administration Technology and Systems Administration

The majority of the EC and the BOD may modify the titles of the various departments and their duties and responsibilities as required in the best interest of the JCNC at least 150 days prior to the annual elections. The EC may establish departments and appoint temporary, non-voting officers, until the next election, as required upon majority vote of the EC and BOD. In addition, the BOD may appoint other non-voting officers to the EC as required or upon request of the President. The General Counsel may be a non-voting member of the Executive Committee. The General Counsel shall serve to advise the EC from time to time on issues of legal significance and to preside over any legal matters.

The President shall appoint a Secretary for the EC amongst the pool of VPs and Co-VPs. If no one is able to take on the position, the President may appoint a qualified individual from the General Membership Body upon majority approval of the EC. SECTION C. QUALIFICATION, ELECTION, AND TERM OF OFFICE Any JCNC life member, twenty-one (21) years of age or older, in good standing, may run for an EC position. All JCNC positions are voluntary in nature.

EC Officers shall be elected by the majority of the returning votes of the General Membership Body by and through the election process as defined in Article 9 below.

The term of the President and Co-VPs shall be two (2) years. After the first year, the Co-VPs shall automatically become the VPs in their second year. The term of the VPs shall be one (1) year.

Elections for EC officers shall be handled and coordinated by the Election Committee as provided in Article 9.

The President may run for only one term. The President may run for the same position again only after a gap of one term. All VPs and Co-VPs may run for an available Co-VP position for a second consecutive term. After two consecutive terms, the VPs and Co-VPs may run for an available EC position only after a gap of one (1) year.

All terms shall be calculated in accordance with the JCNC fiscal year.

SECTION D. RESPONSIBILITIES/ AUTHORITY The EC is responsible for day to day operations of the JCNC. The EC shall have broad discretion and responsible authority to exercise its duties. All officers shall in the best interest of the JCNC: 1. Perform any and all duties imposed on them from time to time, collectively and individually, by the

Articles of Incorporation, by these Bylaws, or by the BOD. 2. Adopt, follow and promote guidelines, rules and regulations regarding use of the JCNC facilities and

grounds, including, but not limited to, the Jain Bhawan, with input from the membership, BOD, EC, and any committees and sub-committees, as required.

3. Prepare and maintain procedural and general guidelines in a binder for each department and maintain them in the EC Office at the principal place of business. Maintain a list of any sub-committees and committees appointed by the EC or BOD, their duties and functions. All changes or modifications to these guidelines, rules and regulations shall be separately detailed in writing and added to the binder for c:\jain\relbylawsamend

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4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

future reference.

Meet at least once a month at the principal office or at such place and time as designated by the President.

Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all employees and agents of the JCNC. Handle the day to day operations, maintenance, and events of the JCNC. Organize all JCNC religious, educational, cultural, and community service events and activities, including inviting Jain monks, scholars, speakers, and other artists.

Coordinate, create, and implement various JCNC publications and communications.

Maintain the JCNC website and other technical and security systems.

Review, amend, and ratify as necessary the interim budget prepared by the prior EC and submit it to the BOD for approval and by the end of the fiscal year, prepare an interim annual corporate budget for the next EC and submit it to the BOD for approval.

Appoint and oversee two (2) JCNC representatives to JAINA’s Board of Directors.

Appoint and oversee a JCNC liaison to the other temples and religious centers in the community.

Transition with new officers upon election providing records, notes or other historical data on or before the last day of the fiscal year.

Provide a process whereby member grievances and support can be heard, evaluated and exercised upon.

Hire and work with employees or third party vendors as required upon appropriation of funds or as budgeted.

Recommend or purchase necessary insurance as required under Article 11.

Follow and maintain all city, county, state and federal rules, regulations and laws, as applicable.

Work with JCNC’s General Counsel appointed by the BOD regarding all legal matters, including, but not limited to, all legal filings, claims, or queries, and execution of all contracts on behalf of the JCNC. SECTION E. DUTIES/ RESPONSIBILITIES OF PRESIDENT The President is ultimately responsible for and in charge of the Executive Committee, which oversees the day to day operations and functions of the JCNC. The President shall be responsible for and coordinate all functions, activities and operations within the JCNC. Unless stated otherwise, the President is empowered and shall have the discretion to act in the best interests of the JCNC and shall have full authority on behalf of the JCNC to act and contract as provided for in these Bylaws.

The President shall be the JCNC Ambassador along with the remaining officers within and outside of the JCNC community. The President shall have knowledge of, shall keep and shall be kept informed of all matters concerning the JCNC. The President shall be responsible for quarterly presentations to the BOD as to the overall operations and functioning of the JCNC. The President shall coordinate and attend all Executive Committee meetings and coordinate all reporting to the general membership. President may share or pass the reporting function to other EC Officers as required.

The President shall be responsible for budget development and financial well being of the EC and shall facilitate milestones and targets as determined by the EC or the BOD. The President along with the Chairman of the BOD shall coordinate with the appropriate officers, standing committees or other volunteers to conduct JCNC’s annual financial audit of the books. The President shall have the authority to sign and execute checks as approved by the majority of the BOD and provided in the guidelines. The President shall also have the authority to sign and execute contracts, deeds, mortgages, bonds, or other instruments authorized from time to time by the BOD, unless stated otherwise under the California Corporations Code, the Articles of Incorporation, or the Bylaws.

The President shall develop and execute plans, priorities, and guidelines. The President shall ensure fair treatment of JCNC members, volunteers and the five traditions. The President shall act as a neutral mediator of disputes between volunteers, officers and/ or departments, unless provided otherwise in these c:\jain\relbylawsamend

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Bylaws or by the BOD. The President may appoint sub-committees as required to assist the EC. The President shall be responsible for and coordinate all sub-committees established by the EC and any other committees established by the BOD and assigned to the President. The President may also appoint or request the services of specialists appointed by the BOD, for example, the general counsel for the JCNC. SECTION F. DUTIES/ RESPONSIBILITIES OF VICE PRESIDENTS AND CO-VICEPRESIDENTS (‘VPs’ and ‘Co-VPs’) Both the VPs and Co-VPs are responsible for the day to day operations and functions of their specific departments and of the JCNC, with the VPs ultimately responsible for their department, as provided herein and in the department guidelines.

Unless provided otherwise in these Bylaws or by the majority of the EC and BOD, the VPs and CoVPs are responsible for the planning and execution of events, for budgeting, and for the financial well being of their department and the EC in total. VPs and Co-VPs shall use and maintain a purchase order expenditure system.

VPs and Co-VPs shall develop, maintain, and utilize guidelines for each department. VPs and Co-VPs shall use consistent policies, codes and guidelines in the operation and function of the departments.

VPs and Co-VPs shall cooperate and maintain open communicate channels with one another and the President. Each department shall plan in advance, provide adequate notice and coordinate with other departments in the planning and execution of an event. VPs and Co-VPs may select and enlist volunteers upon approval of the EC. VPs and Co-VPs shall make expenditures in accordance with their budget, the approved guidelines, and upon prior approval of the VP of Finance, President and/ or the EC, as required.

VPs and Co-VPs shall develop and track their departmental budget and assist during audits.

VPs and Co-VPs shall attend all scheduled EC meetings. If the VPs or Co-VPs are unable to attend any meeting, he or she shall provide notice either via the telephone or in writing to the President in advance, unless due to an emergent situation.

VPs and Co-VPs shall perform all duties incident to their office and such other duties as may be required under California law, by the Articles of Incorporation of the JCNC, or by these Bylaws, or which may be assigned to him or her from time to time by the President.

SECTION G. INTER-DEPARTMENT CONFLICTS Inter-department conflicts and disagreements with the exception of those related to the five religious traditions shall be first brought before the President for resolution. If the parties are unable to resolve the situation, then the matter may be brought to the EC for resolution. Majority vote of the EC shall preside over resolution of the matter. If the parties are still unable to resolve the matter, the parties or the President may bring the matter to the Chairperson of the BOD for resolution.

All matters related to the five religious traditions shall be brought to and resolved by unanimous decision of the Traditions Council a standing committee of the BOD, as provided under Article 8, Section A, consisting of a member from each of the five traditions, Shwetambar, Digambar, Sthanakwasi, Tera c:\jain\relbylawsamend

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Panth, and Shrimad Rajchandra, appointed by the BOD for a term of two (2) years.

If the matter is not resolved, the matter shall be brought to the BOD for resolution. For short term or minor changes impacting any one tradition, majority decision of the BOD shall control. For long term or material changes impacting any one tradition, unanimous decision of the BOD and 2/3rds of the returning votes of the general membership body, in good standing, shall control.

SECTION H. COMPENSATION No direct or indirect compensation or salary shall be paid or given to any officer for his or her service.

SECTION I. ELECTION OF EC MEMBERS ON THE BOD The general election process and timeline deadlines shall be coordinated and processed by the Election Committee as provided in Article 9.

There are three EC positions on the BOD, the President, VP of Finance and one additional VP. The President and VP of Finance upon election automatically go on to the BOD due to their respective positions. At the first EC meeting of the newly elected EC, the President shall make nominations for the last VP position on the BOD. The VP receiving the majority vote of the EC shall be elected.

SECTION J. ABSENCE OF ANY OFFICER In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President selected by the President or by the majority of the BOD shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions on the President. The Vice President shall maintain his or her other duties and perform such other duties as may be prescribed under California law, by the Articles of Incorporation, Bylaws, or the BOD. In the absence of the VP, or in the event of his or her inability or refusal to act, the Co-VP shall perform the duties required, and when so acting shall have all the powers of and be subject to all the restrictions of the other’s position. The officer shall maintain his or her other duties and perform such other duties as may be prescribed under California law, by the Articles of Incorporation or Bylaws, or as required by the President or BOD. In the absence of the Co-VP, or in the event of his or her inability or refusal to act, the VP shall perform the duties required, and when so acting shall have all the powers of and be subject to all the restrictions of the other’s position. The officer shall maintain his or her other duties and perform such other duties as may be prescribed under California law, by the Articles of Incorporation or Bylaws, or as required by the President or BOD. SECTION K. VOTING Each elected officer shall have the right to one (1) vote on the EC. SECTION L. PLACE OF MEETINGS Regular meetings of the EC shall be held at the principal office of the JCNC unless otherwise provided by the EC or at such place within the State of California, which the President of the EC designates via notice (in any form) within at least 24 hours prior to the meeting. Special meetings shall be held at the principal c:\jain\relbylawsamend

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office of the JCNC unless otherwise provided by the EC or at such place within or outside the State of California, which the President designates via notice within at least 24 hours prior to the meeting.

If at any time, one or all officers have a conflict with the location of the meeting, the President shall initiate an open discussion and a vote shall be taken. The meeting shall be held at the site receiving a majority of the votes of the EC. In the absence of such a designation by the President, any meeting held at a location other than the principal place of business shall be valid only upon written consent of all officers, provided either before or after the meeting, and filed with the Secretary or after all EC members have been given written notice of the meeting.

Any meeting, regular or special, may be held by conference telephone, video conferencing or similar communications equipment as long as all officers participating in such a meeting can hear one another.

SECTION M. REGULAR AND SPECIAL MEETINGS Regular meetings of the EC shall be held at least once a month.

Special meetings of the EC may be called by the President, or by 1/4th of the officers, and such meetings shall be held at the place, within or outside of the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at JCNC’s principal office provided in Article 1, Section A. SECTION N. NOTICE OF MEETINGS All meetings of the EC shall be noticed. Special meetings of the EC shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone, facsimile, or email. If sent by mail, email or fax, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery via facsimile or email. Such notices shall be addressed to each officer at his or her address in the JCNC books.

SECTION O. CONTENTS OF NOTICE For regular meetings, the notice shall specify the place, day and hour of the meeting; the purpose of the EC meeting need not be specified in the notice. For special meetings, the notice shall specify the place, day, hour and purpose of the special EC meeting.

SECTION P. WAIVER OF NOTICE AND CONSENT The transactions of any meeting of the EC, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum is present and provided that either before or after the meeting each officer not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION Q. QUORUM FOR MEETINGS A quorum shall consist of a majority of the elected officers.

Except as otherwise provided in these Bylaws or in the Articles of Incorporation, or under California Corporations Code, no business shall be considered by the EC at any meeting at which a quorum is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn. c:\jain\relbylawsamend

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When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section S of this Article.

The officers present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of officers from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by California law, the Articles of Incorporation, or Bylaws.

SECTION R. MAJORITY ACTION AS EC ACTION Every act or decision done or made by a majority of the elected officers present at a meeting duly held at which a quorum is present is the act of the EC, unless the Articles of Incorporation or Bylaws or provisions of the California Nonprofit Religious Corporations Code, particularly those provisions relating to appointment of committees (Section 9212), approval of contracts or transactions in which a director has a material financial interest (Section 9243) and indemnification of officers (Section 9246e), require a greater percentage or different voting rules for approval of a matter by the EC. SECTION S. CONDUCT OF MEETINGS Meetings of the EC shall be presided over by the President, or, in his or her absence, a Vice President designated by the President or a Vice President selected by the majority of the officers present at the meeting. The Secretary for the EC shall take minutes of the meetings. If the Secretary is not present at any meeting, the President or anyone acting in his or her place, shall appoint a temporary Secretary to take minutes of the meeting.

All regular EC meetings are open to members in good standing. Meetings shall be governed by Roberts’ Rules of Order, formal parliamentary rules, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this JCNC, or with provisions of California law.

SECTION T. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING Any action required or permitted to be taken by the EC under any provision of law may be taken without a meeting, if all officers individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the EC. Such action by written consent shall have the same force and effect as the unanimous vote of the officers. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the EC without a meeting and that the Bylaws of this JCNC authorize the officers to so act, and such statement shall be prima facie evidence of such authority.

SECTION U. VACANCY Vacancies on the EC shall exist on the death, resignation or removal of any officer or when the number of authorized EC positions is increased.

The EC may also declare an officer’s position vacant if he or she has been declared of unsound mind by a final order of court, or convicted of a felony, or has been removed from office by order of the Superior Court for engaging in fraudulent acts pursuant to Section 9223 of the California Nonprofit Religious c:\jain\relbylawsamend

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Corporations Code.

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled within one month by appointment and upon majority vote of the EC and the BOD which may be conducted by mail-in-ballot, email-ballot, or on JCNC’s website. In the event of a vacancy in any office other than that of President, the President may temporarily fill the vacancy until such time as the vacancy can be filled by membership election. Vacancies for positions appointed by the BOD shall be filled based on requirement and in the BOD’s discretion.

A person elected to fill a vacancy as provided by this section shall hold office until the end of the prior officer’s term, until the next annual election of the EC or until his or her death, resignation or removal from office.

SECTION V. REMOVAL AND RESIGNATION Any officer may resign at any time by giving written notice to the President or to the Chairman of the BOD if the President is unavailable. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. No EC officer may resign if the JCNC would then be left without a duly elected officer(s) in charge of running its operation.

Any officer(s) may be removed from his or her position upon direct proof of the officer’s neglect in carrying out his or her duties, severe violations(s) or acts in derogation of JCNC’s mission, principles, or ethics, embezzlement of corporate funds, or acts of self-dealing. Removal will take place upon 3/4 th vote of the EC and BOD. Any officer(s) may be removed from his or her position for not attending three (3) consecutive Executive Committee meetings without prior notice to the President unless due to an emergent situation upon a 3/4 th vote of the EC and BOD. ARTICLE 8 COMMITTEES ANDCOMMITTEES AND SUB-COMMITTEES SECTION A. OPERATIONAL STANDING COMMITTEES OF THE BOD A. B. 1. PURPOSE The BOD may establish standing committees for either operational or advisory purpose or for any other reasonable purpose in the best interest of the JCNC. 2. ESTABLISHMENT Upon resolution by the majority of the BOD, the BOD shall establish standing committees from time to time, including, but not limited to, the Executive Committee, as provided herein, Finance Committee, Education Committee, and Traditions Council.

With the exception of the Executive Committee, the BOD shall determine which standing committee shall have BOD representation and may appoint a chairperson, subject to the ratification of the BOD. The chairperson of each committee shall have the power to appoint c:\jain\relbylawsamend

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persons to their committee, except as otherwise provided by these Bylaws. Notwithstanding the foregoing, the BOD, by resolution, may appoint committee members. The committees may consist of BOD and/or EC members or volunteers.

3. DUTIES & RESPONSIBILITIES The BOD shall adopt and maintain separate written guidelines of the duties and responsibilities for each Standing Committee. The BOD shall maintain a list of Standing Committee’s responsibilities in a separate binder, which shall also include statements of policy adopted by the BOD from time to time. Statements of policy ratified by a previous BOD may be amended by a 2/ 3rds vote of the majority of the BOD. 4. TERM Standing Committees shall continue unless provided otherwise by the BOD. 5. REPORTS All standing committees shall maintain proper records and may be required to present reports from time to time on the functioning of their committee to the BOD. Each year, the committees shall prepare and submit a proposed plan to the BOD for the operation of the committee. At the end of the fiscal year, each committee shall submit to the BOD an annual summary report and a projected budget for the upcoming fiscal year.

SECTION B. SPECIAL COMMITTEES OF THE BOD The BOD may also determine from time to time special committees, a required, and shall determine which special committees shall have BOD representation. The Chairperson of the BOD may establish special committees and appoint chairpersons subject to the ratification of the BOD. The chairperson of the special committee shall have the power to appoint persons to the special committee, except as otherwise provided by these Bylaws. Notwithstanding the foregoing, the BOD, by resolution, may appoint special committee members. Special committees shall be established for a fixed period of time or for a specific purpose and shall terminate upon the completion of the purpose or upon termination of the fixed period of time. The special committee shall also be provided a summary of its duties and responsibilities, statement of policy and the special committee shall report to the BOD periodically or upon completion of its purpose.

SECTION C. STANDING OR SPECIAL SUB-COMMITTEES OF THE EC The EC may establish standing or special sub-committees from time to time determining also which subcommittees shall have EC representation. The President may establish sub-committees and appoint a chairperson of sub-committees subject to the approval of the EC. The chairperson of each sub-committee shall have the power to appoint persons to their committee, except as otherwise provided by these Bylaws. Notwithstanding the foregoing, the EC, by resolution, may appoint sub-committee members.

Such sub-committees may consist of EC or BOD members or volunteers. The sub-committees may act in an operational or advisory capacity.

SECTION D. SUB-COMMITTEE DUTIES The EC shall adopt and maintain separate written summaries of the duties and responsibilities for each Sub-Committee. Each new sub-committee chairperson shall receive a copy of the written summary at c:\jain\relbylawsamend

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the time of commencement of the chairperson’s duties. The EC shall maintain a list of Sub-Committee’s responsibilities in a separate binder, which shall also include statements of policy adopted by the EC and BOD, as applicable, from time to time. Only a majority decision of the EC and unanimous decision of the BOD shall amend statements of policy established by the EC and BOD previously.

SECTION E. REPORTS OF SUB-COMMITTEES The President shall call for reports from all sub-committee chairpersons from time to time, to be presented at EC meetings. All sub-committee chairpersons shall, upon appointment, prepare and submit a written statement of proposed plan of operation for the sub-committee for the current fiscal year. Copies of the statements from each sub-committee shall be furnished to the EC. Each sub-committee shall be required to submit a written progress report to be filed with the EC secretary in January, with copies to be furnished to each EC Officer. Each sub-committee chairperson shall submit a yearly summary report at the time for the annual budget request, with recommendations for the sub-committee for the next fiscal year.

SECTION C. OTHER COMMITTEES The JCNC shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are BOD and/or EC members or volunteers. These additional committees shall act in an advisory capacity only to the BOD and/or EC and shall be clearly titled as "advisory" committees.

SECTION F. MEETINGS AND ACTION Meetings and action of committees and committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of DirectorsBOD and EC, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of DirectorsBOD or EC and its members, except that the time for regular meetings of committee or committees may be fixed by resolution of the committee or committee itself.

SECTION G. DISSOLUTION Standing committees, with the exception of the Executive Committee, and special committees may be dissolved by the BOD upon a 2/3rds vote of the BOD. The Executive Committee may be dissolved only upon 2/3rd vote of the BOD and 3/4ths of the returning votes of the general membership body. Any subcommittee of the BOD may be dissolved by the majority the BOD. Any sub-committee of the EC may be dissolved by the majority of the EC. ARTICLE 9 ELECTIONS

SECTION A. ELECTION DAY JCNC shall hold its annual election on JCNC’s Mahavir Nirvana Program day, hereinafter referred to and designated as Election Day. SECTION B. ELECTION COMMITTEE c:\jain\relbylawsamend

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The BOD by resolution shall nominate and appoint a special Election Committee, no later than one hundred and twenty (120) days prior to the Election Day consisting of a minimum of five (5) members and elect one member of the committee as the chairperson.

The Election Committee shall coordinate, conduct and execute JCNC’s annual election process for BOD and EC positions as provided in Section D of this Article, or as otherwise modified by the majority of the BOD. The Election Committee shall make election announcements, solicit notice for nominations for the available positions, verify qualification of nominees, announce and post the list of nominees, coordinate the voting process on Election Day, count votes, announce election results, and undertake any other tasks required to complete the annual election.

The Election Committee shall maintain total confidentiality of the complete election process, specifically, the Election Committee members shall not reveal or disclose any nominees or the election results in advance, shall maintain neutrality as to all candidates, and/ or shall not take any actions to sway any member to run or not run for any available position.

SECTION C: TERM The Election Committee shall dissolve thirty (30) days after the Election Day. During the thirty (30) day period after election day, the committee shall manage and resolve any election issues, disputes, or questions.

SECTION D. GENERAL ELECTION PROCESS/ TIMELINE Unless otherwise provided in the Bylaws or by the majority of the BOD: 1. On or about one hundred and twenty (120) days prior to the Election Day, the Election Committee

members shall be nominated and appointed upon resolution of the majority of the BOD. 2. On or about one hundred and twenty (120) days prior to the Election Day, BOD shall announce the

upcoming elections, the eligibility requirements to run for office, and how an individual can become eligible to run for office within thirty (30) days.

3.

On or about ninety (90) days prior to the Election Day, the Executive Committee shall prepare and furnish to the BOD and Election Committee the following: a. A list of JCNC annual and life term members in good standing, and b. A list of qualified benefactors in good standing and their respective term period. c. A list of ex-presidents in good standing. d. A list of members not qualified to run for any BOD and/ or EC position due to term limits.

On or about ninety (90) days prior to the Election Day, the Election Committee shall open the nomination period and send an announcement to all members by email, newsletter, JCNC website, or by any other means as determined by the Election Committee regarding the (1) date and time of the Election Day, (2) the available BOD and EC positions, (3) the guidelines, qualifications, and forms required for running for an available position.

5. On or about sixty (60) days prior to the Election Day, the Election Committee shall review and validate

4.

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6.

7.

8.

9.

10.

11.

12.

13.

each received nominee’s membership qualification and nomination eligibility, and confirm receipt of the forms and the nominee’s 100-word or less background sheet.

On or about fifty (50) days prior to the Election Day, in case of multiple nominations for the same position, duplicative nominations, or no nomination for any position, the Election Committee shall contact each nominee and confirm their continued interest in running for office, check and clarify nominations, or extend the time period to accept nominations for an additional fifteen (15) days, as applicable. If there are any positions still available without any nominee running for office, the Election Committee may accept nominees on Election Day from the floor.

Between forty-five (45) days to thirty-five (35) days prior to the Election Day, the Election Committee shall close the nomination process and announce to the general membership, group of benefactors and group of ex-presidents via email, newsletter, JCNC website, or by any other means as determined by the Election Committee of the list of qualified and eligible nominees along with their respective background sheets.

On or about thirty (30) days prior to the Election Day, the Election Committee shall exercise the Record Date and determine the members, benefactors, and ex-presidents eligible to vote for the respective positions. In order to encourage voting, in person, email, mail-in, website balloting, or any other means as determined by the Election Committee shall be allowed. The Election Committee shall select the mode of balloting to be utilized in that year based on the resources available.

On or about thirty (30) days prior to the Election Day, the Election Committee shall mail and post, as applicable, the Election Ballots to each qualified member, in good standing. Members may vote by mail, email or on the website, unless there is a technical problem. JCNC shall not be responsible for untimely ballots or non-receipt of any ballots due to any technical or server problems. All ballots received by 5:00p.m. on Election Day shall be considered timely and valid votes. All ballots shall remain sealed and unopened until the day and time the Election Committee counts all the votes.

On Election Day, the Election Committee may open the floor for nominations for any available position without any nominee.

On Election Day, the Election Committee shall have a properly designated Election Table where qualified members as of the Record Date may vote or drop off ballots in person. All ballots shall be received by 5:00p.m. on Election Day shall be considered timely and valid votes. The Election Committee shall not consider any ballots received after 5:00p.m. on Election Day in the final count. Election Committee shall have a procedure to verify each member’s qualification prior to providing the election ballot to avoid duplicative and erroneous election ballots.

The Election Committee shall count all the ballots received in person, via mail, e-mail, on the JCNC website, or by any other means as provided by the Election Committee. The Chairperson of the Election Committee shall announce the voting results at the end of the general membership meeting or as early thereafter, not later than 72 hours after the meeting.

The Election Committee shall remain active for another thirty (30) days after the Election Day to resolve and respond to any questions, issues or disputes. The Election Committee shall maintain detailed records of the Election Process, each completed Election Ballot, and any tally sheets and shall present them for review upon request by the current President or the Chairperson of the BOD in case of a dispute or any allegations of wrongdoing.

SECTION E. RECORD DATE FOR ELIGIBLE VOTERS Thirty (30) days prior to the Election Date shall be known as the Record Date for determining JCNC member, benefactor and ex-president eligibility to vote on Election Day, hereinafter referred to as Eligible Voters.

SECTION F. VOTING Each qualified JCNC member as of the Record Date shall be eligible to vote for available Executive Committee positions and community member positions on the BOD and shall make one or two votes c:\jain\relbylawsamend

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in accordance with their membership type, individual or family, respectively. Each qualified individual member shall receive one ballot and each qualified family member shall receive two ballots. Each ballot shall constitute one vote of the member.

Each qualified benefactor as of the Record Date shall be eligible to vote for available Benefactor positions on the Board of Directors. Each qualified benefactor shall receive one ballot. Each ballot shall constitute one vote of the benefactors.

Each qualified ex-president as of the Record Date shall be eligible to vote for available ex-president position on the Board of Directors. Each qualified ex-president shall receive one ballot. Each ballot shall constitute one vote of the ex-presidents.

Those nominees receiving the greatest number of votes in their respective position shall be elected to that position.

With the exception of the President’s position, the elected President shall settle any tie vote amongst two candidates for all other EC positions. For any tie vote as to the President of the EC, the Chairperson of the BOD shall settle the tie.

SECTION G. RECOUNT Any nominee may request a recount of the ballots within five (5) days of the announcement of the election results. A nominee may make only one request.

SECTION H. REMOVAL An Election Committee member may be removed from office upon a finding of wrongdoing, of coercion, of fixing the election process, or of any other act in derogation of the JCNC principles, ethics and mission. Removal shall be determined upon majority approval of the BOD. A nominee may be disqualified or removed as a candidate from the Election if he or she or anyone working for him or her in the election violates the Election Process, does not comply with the Election guidelines, rules and regulations as provided by the Election Committee, acts in derogation of the JCNC principles, ethics, and mission, uses coercive election tactics, or attempts to purchase election votes from other members.

SECTION I: EC ELECTIONS EXCEPTION FOR FY2002 With the exception of the FY2002 Elections, the EC elections shall be conducted in accordance with the Election Process as provided in Article 9.

SECTION J. FY2002 ELECTION PROCESS The BOD shall authorize by resolution an abridged election process for the inception year, FY2002, which hereinafter shall be referred to as the FY2002 Election Process, due to the fact that the FY2002 Elections shall take place shortly after the ratification of the Second Amendment to the Bylaws and the Election Committee shall not have adequate time to meet the time deadlines as provided in Section D of this Article 9.

The abridged FY2002 Election Process shall be provided to the FY2002 Election Committee and in conjunction with the provisions herein and in the best interests of the JCNC, the Election Committee shall c:\jain\relbylawsamend

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conduct the Elections for FY2002. The FY2002 Election Process shall be maintained in the BOD and Bylaw records for future reference.

The BOD may dissolve any committee or sub-committee listed herein and effective upon giving written notice to the President, upon a timely and properly noticed hearing on the matter at the next BOD meeting or any special meeting adjourned, and upon a 2/3rds vote of a quorum of the BOD. ARTICLE 10 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS SECTION A. EXECUTION OF INSTRUMENTS As provided in these Bylaws, only the elected directors and officers of the JCNC shall be authorized to enter into any contract or execute and deliver any instrument in the name of and on behalf of the JCNC, and such authority may be general or specific.

The Board of DirectorsBOD, except as otherwise provided in these Bylaws, may upon majority resolution authorize any other member, employee or agent of the JCNC to enter into any contract or execute and deliver any instrument in the name of and on behalf of the JCNC, and such authority may be general or confined to specific instances. Unless so authorized, no member, agent, or employee shall have any power or authority to bind the JCNC by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION B2. CHECKS AND NOTES Checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the JCNC shall be signed as specified in the JCNC guidelines, under development, as specifically determined by resolution of the Board of DirectorsBOD, or as otherwise required under California law.

SECTION C3. DEPOSITS All funds of the JCNC shall be deposited to the credit of the JCNC in such banks, trust companies, or other depositories as the EC or Board of DirectorsBOD may select.

SECTION D.4. GIFTS Any director or officer may accept on behalf of the JCNC any contribution, gift, or bequest on behalf of the JCNC. Upon receipt, he or she must promptly relinquish the same to thethe VP of Finance or the President.

ARTICLE 11** NON-LIABILITY, INDEMNIFICATION,/ INSURANCE

SECTION A: INDEMNIFICATION:

a.

1. Definition. For the purpose of this Article 11, the following definitions shall apply: “Agent� means any person who is or was a member, benefactor, director, officer, employee, or other agent of the Corporation, or is or was serving at the request of the Corporation as a benefactor, director, officer, employee or agent; c:\jain\relbylawsamend

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b. c.

“Proceeding” means any threatened, pending or complete action or proceeding, whether civil, criminal, administrative or investigative; “Expenses” includes, without limitations, attorney’s fees and expenses of establishing the right to indemnification under this Article 11.

2. Personal Liabilities. All of the members of the JCNC shall be immune form civil liability in accordance with the California Corporations Code, Section 9246.

3. Indemnification by Corporation. As provided under California Corporations Code, Section 9246:

a.

JCNC shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor, an action brought under Section 9243, or an action brought by the Attorney General pursuant to Section 9230) by reason of the fact that such person is or was an agent, as provided in this Article, Section A(1)(a), of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person's conduct was unlawful.

b. JCNC shall have the power to indemnify any person who was or is a party or is threatened to be made

a party to any threatened, pending or completed action by or in the right of the corporation, or brought under Section 9243, or brought by the Attorney General pursuant to Section 9230, to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if the person acted in good faith, in a manner in which such person believed to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. No indemnification shall be made under this subsection b: 1.

In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person's duty to the corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;

2. Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without

court approval; or 3. Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed

of without court approval unless it is settled with the approval of the Attorney General. c. To the extent that a agent of the JCNC has been successful on the merits in defense of any proceeding referred to in subsection (a) or (b) or in defense of any claim, issue or matter therein, the JCNC agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith. d. Except as provided in subdivision (c), any indemnification under this Section A shall be made by JCNC c:\jain\relbylawsamend

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only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in either subsections (a) or (b) by: (1) A majority vote of a quorum consisting of directors who are not parties to such proceeding; (2) Approval of the members (Section 5034), with the persons to be indemnified not being entitled to vote thereon; or (3) The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by JCNC. e.

Expenses incurred in defending any proceeding may be advanced by JCNC prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Section A.

f.

No provision made by JCNC to indemnify its directors or officers for the defense of any proceeding, whether contained in the articles, bylaws, a resolution of members or directors, an agreement or otherwise, shall be valid unless consistent with this Article 11, Section A. Nothing contained in this Section A shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

g. No indemnification or advance shall be made under this section, except as provided in subdivision (c) or

paragraph (3) of subdivision (d), in any circumstance where it appears that: (1) It would be inconsistent with a provision of the articles, bylaws, a resolution of the members or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (2) It would be inconsistent with any condition expressly imposed by a court in approving a settlement.

SECTION B: INSURANCE The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 9243 of the California Nonprofit Religious Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 9246 of the California Nonprofit Religious Corporation Law. The EC or the BOD shall purchase and maintain all other insurance, including, but not limited to, general liability and workmen’s compensation insurance, as required in the best interests of the JCNC. SECTION A. NON-LIABILITY

ARTICLE 12 CORPORATE RECORDS, REPORTS AND SEAL SECTION A. CORPORATE RECORDS All corporate records shall be kept at the principal place of business in the State of California, including, but not limited to, the following: c:\jain\relbylawsamend

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Minutes of all meetings of members, directors, EC, committees of both EC and BOD, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; 2. All financial records, bank statements and JCNC books, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; 3. Membership lists and records indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership; and 4. A copy of the JCNC's Articles of Incorporation and Bylaws as amended to date shall be open to inspection by members at all reasonable times during normal office hours.

1.

SECTION B. CORPORATE SEAL The Board of DirectorsBOD may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the JCNC. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

ARTICLE 13 INSPECTION RIGHTS Every officer and director shall have the right at any reasonable time to inspect the books, records and documents of every kind and to inspect the physical properties of the JCNC. Everyach member in good standing shall have the right to inspect at any reasonable time the books, records, or minutes of proceedings of the general membership, EC, BOD or committees of the EC or BOD, upon written request, for a purpose reasonably related to such person's interest as a member, with the exception of any information not disclosable under the law due to privacy rights.

ARTICLE 14 FISCAL POLICY SECTION A. FISCAL YEAR JCNC’s fiscal year shall be the same as the calendar year, from January 1 to December 31, inclusive.

SECTION B. FINANCIAL PLANNING The BOD shall be responsible for approving the annual budget, monitoring actuals against projected on a quarterly basis and making adjustments to the budget as or if required.

SECTION C. ANNUAL FINANCIAL STATEMENTS Complete audited financial statements compiled in conformity with standing business accounting practices shall be reviewed by the BOD within 150 days of the close of each fiscal year.

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practices shall be reviewed by the BOD within 60 days of the close of each fiscal year SECTION D. DISBURSEMENTS Disbursements shall be made only in accordance with specific authorization and consistent with the general budget approved annually by the BOD. .

ARTICLE 15** AMENDMENT OF BYLAWS SECTION A. AMENDMENT Subject to any provision of law applicable to the amendment of Bylaws under the California Nonprofit Corporations Code, JCNC Bylaws or any portion of it may be altered, amended, or repealed and/ or new Bylaws adopted as follows: 1.

2.

Subject to the power of members, if any, to change or repeal these Bylaws under Section 9150 of the Corporations Code, by approval of the Board of DirectorsBOD unless the Bylaw amendment would materially and adversely affect the rights of members, if any, as to voting or transfer, provided, however, if this JCNC has admitted any members, then a Bylaw specifying or changing the fixed number of directors of the JCNC, the maximum or minimum number of directors, or changing from a fixed to variable BOD or vice versa, may not be adopted, amended, or repealed except as provided in subparagraph (2) of this Section A; OR By approval upon 3/4ths of the Board of DirectorsBOD, with the exception of any Article or Section regarding the Traditions Council which shall be amended, altered or repealed only upon unanimous approval of the BOD, and upon 2/3rds of the returning votes of the General Membership Body.

SECTION B. PROCEDURE The BOD shall initiate the amendment of the Bylaws. The BOD shall establish a three (3) to five (5) member Bylaws Sub-Committee, which shall review, prepare and make recommendations as to the amendments. The Bylaws Sub-Committee shall be temporary in nature and shall terminate upon completion of the amendment process and shall include the General Counsel of the JCNC. The Bylaws Sub-Committee shall present its recommendations to the BOD and EC, who shall have an opportunity to review the changes, ask questions, and approve the amendments. Upon approval, the Bylaws SubCommittee shall present the amendments to the General Membership Body through a town hall meeting and then at a General Membership Body meeting, properly noticed, at which time, the General Membership Body shall vote on the amendments. Upon approval as provided upon in this Article, Section A, the amendments to the Bylaws shall take effect.

ARTICLE 16 ** AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERSAfter members have been admitted to the JCNC, aAmendment of the Articles of Incorporation may be adopted by the approval of the Board of DirectorsBOD and by the approval of the members of this JCNC in accordance with the California Code for Non-Profit Religious Corporations. SECTION 3. CERTAIN AMENDMENTS Notwithstanding the above sections of this Article, this JCNC shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first directors of this JCNC, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the JCNC has filed a "Statement by a c:\jain\relbylawsamend

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Domestic Non-Profit JCNC" pursuant to Section 6210 of the California Nonprofit JCNC Law. ARTICLE 17 IRC 501(c)(3) TAX EXEMPTION PROVISIONS SECTION A. LIMITATION ON ACTIVITIES No substantial part of the activities of this corporation shall be for any other purpose other than religious and educational. Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or by a corporation whose contributions are deductible under section 170(c)(2) of the Internal Revenue Code.

SECTION B. PROHIBITION AGAINST PRIVATE INUREMENT No part of the net earnings of this corporation shall inure to the benefit of, or be distributed to, its members, directors, benefactors, officers, or other private persons, with the exception that the corporation shall be authorized and empowered to pay reasonable compensation for hired or contracted services and make payments and distributions in furtherance of the purpose of the JCNC. ARTICLE 15** PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS SECTION 1. PROHIBITION AGAINST SHARING PROFITS AND ASSETS No member, director, officer, employee, or other person connected with this JCNC, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the JCNC, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the JCNC in effecting any of its religious purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the JCNC. All members, if any, of the JCNC shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the JCNC, whether voluntarily or involuntarily, the assets of the JCNC, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this JCNC and not otherwise.

ARTICLE 18 ** DISSOLUTION/ DISTRIBUTION OF ASSETS The JCNC may be dissolved by 3/4th vote of the complete General Membership Body. Upon dissolution or winding up of the Corporation, an accounting shall be commenced of the JCNC assets and by majority vote of a quorum of the General Membership Body, all JCNC assets shall be donated or distributed to another existing Jain nonprofit fund, foundation, or corporation which is organized and operated exclusively for Jain religious purposes and which has established their tax-exempt status in the United States under ยง501(c)(3) of the Internal Revenue Code. If none such Jain entity is in existence at the time, all assets shall be donated or distributed to another charitable and religious organization selected by the majority of the Board of DirectorsBOD and voted by the majority of the General Membership Body.

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In matters not addressed by these Bylaws, this corporation shall be governed in accordance with the State of California Corporation Code for Nonprofit Religious Corporations, Sections 9110-9690.

ARTICLE 20 ADOPTION OF THE SECOND AMENDED BYLAWS We, the undersigned, are the Board of DirectorsBoard of Directors of the JCNC and, pursuant to the authority granted to the directors under the original and amended Bylaws to take action by 2/3rds vote of the BOD, consent to, and hereby do, adopt the foregoing Second Amendment to the Bylaws of the JCNC, consisting of _________pages.

Dated: __________ ____________________ , Director

____________________ , Director

____________________ , Director

____________________ , Director

____________________ , Director

____________________ , Director

____________________ , Director

____________________ , Director

____________________ , Director

____________________ , Director

____________________ , Director

____________________ , Director

CERTIFICATE This is to certify that the foregoing is a true and correct copy of the Bylaws of the JCNC named in the title thereto and that such Bylaws were duly adopted by the Board of DirectorsBOD of said JCNC on the date set forth below.

Dated: __________

________________________________ , Secretary

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