Constitution and Bye-Laws

DAR-E- MEHR ZOROASTRIAN TEMPLE

CONSTITUTION

ARTICLE 1. DEFINITIONS

1. 1. “Dar-E- Mehr Zoroastrian Temple (DMZT)” is a religious Corporation, registered under Article 10 of the Religious Corporations Law of New York State.
   2. “Arbab Rustam Guiv Dar-e-Mehr (Dar-e-Mehr)” shall refer to the property located at 106 Pomona Road, Suffern, NY 10901.
   3. “Trustees” shall mean the Board of Trustees established under this constitution. A Trustee must be at least 18 years of age at the time of election and a member of the Zoroastrian congregation as defined in Article 1.12 below.
   4. “IZA” shall mean the Iranian Zoroastrian Association.
   5. “ZAGNY” shall mean the Zoroastrian Association of Greater New York.
   6. “Chairman” shall mean the Chairman of the Board of Trustees.
   7. “Zoroastrian” shall mean a person who is a follower of the religion as propounded -, by the prophet Zoroaster, and who has been duly initiated into the Zoroastrian faith.
   8. “Zoroastrian Registered Charities” shall mean Zoroastrian charitable organizations or charitable foundations, within the meaning assigned by section 501 (c) (3) of the Internal Revenue Code, that are resident in the United States and were either created or established in the United States.
   9. “Constitution” shall mean a statement of the basic organization of the DMZT.
   10. “By-Laws” shall mean standing rules made under this constitution on matters of internal regulation and administration of the DMZT.
   11. “Rules and Regulations” shall mean the detailed Rules and Regulations for the use of the premises and facilities, established by the Trustees.
   12. “Congregation” shall mean the total of (i) any Zoroastrian dues paying members of ZAGNY and/or – IZA, their spouses and children, and (ii) any Zoroastrian resident within a 100 mile radius of the Dar-E- Mehr.
   13. A dues paying member of ZAGNY or IZA shall mean an individual who has paid his/her dues to ZAGNY or IZA for the previous fiscal year.

ARTICLE 2. NAME

This Corporation shall be known as the “Dar-E- Mehr Zoroastrian Temple” (DMZT).

ARTICLE 3. REGISTERED OFFICE

The registered office of the DMZT shall be located at Dar-E- Mehr.

ARTICLE 4. OBJECTIVES

The objectives of DMZT shall be carried on without purpose of gain, and any profits shall be used in promoting its objectives. The objectives of the DMZT are:

1. 1. To provide a place of worship for all Zoroastrians.
   2. To provide facilities for the preservation, propagation and advancement of the Zoroastrian religion through religious education classes and other related activities.
   3. To provide accommodation for a library of religious books and scriptures pertaining to the Zoroastrian religion.
   4. To facilitate the practice of Zoroastrian religious customs and traditions.
   5. To provide facilities, including a community hall, for the celebration of Zoroastrian religious feasts and ceremonies, including weddings and “navjotes” (initiations).
   6. To co-operate with other Zoroastrian bodies in the United States and abroad.
   7. To receive, acquire and hold gifts, donations, legacies and devises.
   8. To receive fees for the usage of the property as decided by the Trustees.
   9. To invest and deal with the moneys of the DMZT not immediately required for its objectives in a manner consistent with section 501 (c)(3) of the Internal Revenue Code.

ARTICLE 5. BOARD OF TRUSTEES

1. 1. There shall be a Board of Trustees under whose guidance and supervision the Dar-E- Mehr is to be managed.
   2. The Board of Trustees shall consist of six Zoroastrians residing within a 100 mile radius of the Dar-E- Mehr, at least one of which shall be a dues paying member of ZAGNY and at least one of which shall be a dues paying member of IZA. Trustees shall be elected according to the provisions of the New York State Religious Corporations Law (Article 10), in a manner consistent with the paragraph (c) below.
   3. Proportion of Trustees between ZAGNY and IZA: The ratio of trustees representing ZAGNY to those representing IZA (Z/I) will be the whole number closest to the ratio of the dues paying Zoroastrian members of ZAGNY to those of IZA. Those candidates receiving the highest votes shall be elected as trustees provided that the Z/I representation ratio is maintained. Because of his/her affiliation with ZAGNY or IZA, a candidate with fewer votes may be elected as trustee in place of a candidate with more votes, should this be necessary to maintain the Z/I representation. The Z/I ratio shall be reestablished every three years, starting in 1996, six months prior to the annual meeting, based on the then existing dues paying membership of ZAGNY and IZA.
   4. Of the six trustees elected at the first election on May 23, 1993, two trustees’ term of office will expire after one year, two trustees’ term of office will expire after the second year and the remaining two trustees’ term of office will expire after the third year. At every subsequent yearly election, two trustees will be elected for a term of three years.
   5. The trustees shall provide for the giving of notice of the annual meeting which shall be held during the month of May of each year at the registered office. The election of the trustees will be held at this meeting. The trustee’s term of office begins on June 1 of the same year.
   6. A call for nomination for the annual election to the Board of Trustees shall be , announced to the congregation approximately sixty days prior to the election, and a copy shall be conspicuously posted at the Dar-E- Mehr.
   7. Those members of the congregation who cannot attend the annual meeting may vote by mail provided that their ballots are received seven days before the meeting. Notice of election and ballots shall be sent to the congregation via an email blast at least twenty one days prior to the annual meeting. It shall also be posted on the DMZT website (www.dmzt.org) and be conspicuously posted physically at the Dar-E- Mehr.
   8. Eligibility of voters: All members of the congregation above the age of 18 are eligible to vote at annual and special meetings.
   9. There shall be a chairperson, secretary, and a treasurer of the Board of the Trustees and they shall be chosen from and by the trustees within 30 days of each election. Said officers shall hold their respective positions until the next succeeding election.
   10. The trustees shall serve as such without remuneration, and no trustee shall directly or indirectly receive any profit from his/her position as such, however that a trustee may be reimbursed for reasonable expenses incurred by him/her in the performance of his/her duties.
   11. No person who has been elected as a trustee for two consecutive terms shall be eligible for re-election as a trustee except after an interval of one year during which said person has not held office as a trustee.

ARTICLE 6. EXPENSES OF DAR-E- MEHR

1. 1. The expenses of the Dar-e-Mehr: The DMZT has limited income of its own and will depend on ZAGNY and IZA to contribute towards all the expenses of the DMZT. Each fiscal year ZAGNY and IZA will contribute towards the expenses of the DMZT in the same Z/I ratio as is reflected in the then existing composition of the Board of Trustees on January 1 of that fiscal year. The expenses include all recurring expenses such as the cost of all utilities, taxes, insurance and repairs and maintenance of the property.
   2. The Trustees will be responsible for preparing the annual budget of the Dar-E- Mehr and for determining the contributions of ZAGNY and IZA as referred to in paragraph (a) above.

 

ARTICLE 7. BY-LAWS

Trustees shall establish By-Laws, not inconsistent with the Constitution, concerning:

1. 1. The management and administration of the Dar-E- Mehr.
   2. The time, place and conduct of the meetings of the Trustees.
   3. The investment of funds in the name of the DMZT.
   4. Any other matters as are deemed necessary or appropriate for the promotion of the objectives or the conduct of the affairs of the DMZT.

 

ARTICLE 8. DISSOLUTION

1. The DMZT may be dissolved upon
   1. 1. the recommendation of a majority of the Trustees, at a special meeting called for that purpose, and
      2. a majority vote of the Meeting of the members of the congregation, called specifically for the purpose. The quorum for such a meeting shall be 50% + 1 of the members of the congregation voting in person only.
2. Upon the dissolution and after the payment of all debts and liabilities, the remaining assets, if any, of the DMZT shall be distributed as determined by the Trustees to Zoroastrian Registered Charities.

ARTICLE 9. AMENDMENTS

1. 1. Amendments to this Constitution may be proposed by one or more Trustees, or by a minimum of thirty members of the congregation and must be approved by a majority vote of the meeting of the members of the congregation. The quorum for such a vote shall be 50% + 1 of the members of the congregation either voting in person or by mail ballot.
   2. No changes in this Constitution may be made which would violate the OBJECTIVES of the DMZT as stated in Article 4 herein.

 

BY-LAWS

BY-LAW 1. DEFINITIONS

The definitions set forth in Article 1 of the Constitution shall apply herein.

BY-LAW 2. FISCAL YEAR

The fiscal year for the Dar-E- Mehr shall be the twelve month period ending on December 31st of each year.

BY-LAW 3. PORTRAITS

The following portraits shall be placed permanently in the Dar-E- Mehr:

1. 1. Portrait of Prophet Zarathustra:

1. 1. 1. in the Worshipping Room
      2. in the Main Hall
      3. in the Library
   2. Other Portraits in the Main Hall:

1. 1. 1. of Arbab Rustam Guiv
      2. of Morvarid Guiv

BY-LAW 4. USE OF PREMISES

1. 1. Subject to these By-Laws and any relevant Rules and Regulations, the premises and facilities of the Dar-E- Mehr are open to all Zoroastrians residing in the United States or abroad.
   2. The premises and facilities of the Dar-E- Mehr are primarily available for any Zoroastrian religious or social gathering, festivity (such as jashans or thanksgiving), lecture, feast, etc. Subject to the Rules and Regulations, ZAGNY and IZA shall have free access to the premises and facilities for these purposes at all times.
   3. Zoroastrians shall, as a general rule, always have first priority over non-Zoroastrians in the use of the premises and facilities.
      1. the permission of the TRUSTEES is obtained,
      2.  a minimum agreed donation is made towards the operating and maintenance costs of the Dar-e-Mehr, and
      3. the Rules and Regulations are strictly observed.
   4. The use of the premises for gambling (other than bingo) or political meetings is strictly prohibited.

BY-LAW 5. TRUSTEES MEETINGS

1. 1. The Board of TRUSTEES shall meet from time to time, as often as it considered necessary, at such time and place in the New York area as the Chairman shall determine, provided a minimum notice of 24 hours, is given either in person, or by telephone to each Trustee.
   2. Such meetings shall be called by the secretary upon instructions from the Chairman or upon receipt of a written request signed by at least two of the Trustees, provided the requirements of the minimum notice in clause a) have been complied with.
   3. In an emergency, or where circumstances warrant such a procedure, the Chairman may obtain the votes of the Trustees, on any matter(s) before them, over the phone or in writing, and such a decision shall be recorded in the minutes with the same validity as though the Trustees had been physically present and voting.
   4. Four shall constitute the a quorum for a meeting of the Trustees, comprising a minimum of one Trustee affiliated with ZAGNY and one Trustee affiliated with IZA.
   5. In the event of a tie vote when all the six Trustees are voting, the Chairman may cast an additional deciding vote.

BY-LAW 6. DUTIES

1. 1. It shall be the duty of the TRUSTEES :

• 1. 1. to manage the affairs of the DMZT
     2. to use the care and skill a reasonably prudent and capable person would employ under similar circumstances while managing the affairs of the DMZT.
     3. to be loyal to the objectives of the DMZT.
     4. to protect the property of the DMZT in any reasonable way.
     5. to be active in the management of the affairs of the DMZT.
     6. to maintain an inventory of the assets, keep adequate records of all transactions and obtain vouchers for payments made on behalf of the DMZT.
     7. to present annually to the Board of Directors of ZAGNY and IZA a financial report and statement.
     8. to obtain prior approval of the congregation before disposing of any capital asset whose appraised value exceeds $5,000.
     9. to deal with all matters which in their opinion require action for the furtherance of the objectives of the DMZT.
     10. to approve all changes. repairs, additions and deletions to the Dar-E- Mehr.
  2. It shall be the duty of the CHAIRPERSON
     1. to call meetings of the Trustees as provided in By-Law 5.
     2. to preside over meetings of the Trustees and conduct the proceedings in accordance with the Rules of Order as provided in the By-Laws.
     3. to arrange for the recording and distribution of the minutes of the meetings of the Board of Trustees.

BY-LAW 7. RULES OF ORDER

Meeting of the DMZT shall be conducted in accordance with the Rules of Order. When in disagreement, the Robert’s Rules of Order should be consulted.

BY-LAW 8. AMENDMENTS

1. 1. Amendments to these By-Laws may be made by alteration, addition, deletion or substitution, upon a majority decision of the Trustees.
   2. Amendments to these By-Laws may be recommended to the Trustees by the Board of Directors of ZAGNY or the Board of Directors of IZA and shall receive due consideration.

BY-LAW 9. GENERAL AND SPECIAL MEETINGS

1. 1. At any meeting of the congregation members, the quorum for the transaction of any business or for the approval of specific resolutions proposed by the Trustees or the congregation members shall be the number of members entitled to cast one hundred votes or one-tenth of the total number of votes entitled to be cast, whichever is lesser.  Members shall cast their votes either in person at the meeting or by mail-in ballots before the meeting.
   2. Those congregation members present at the meeting plus those members whose mail-in ballots are received prior to the meeting shall be counted towards the quorum requirement.  Mail-in ballots which are post-marked by the due date but are not received by the time of the meeting shall be disqualified.  Proxy votes shall not be allowed.

BY-LAW 10. INDEMNIFICATION

If a Trustee of DMZT is made a party to any civil or criminal action or proceeding in any matter arising from the performance by such Trustee of his or her duties for or on behalf of DMZT, then DMZT shall:

1. 1. Advance to such Trustee all sums found by the Board, so voting, to be necessary and appropriate to enable the Trustee to conduct his or her defense, or appeal, in the action or proceedings; and.
   2. A Trustee shall only be advanced sums or indemnified if it is determined that he/she was acting in good faith and it is reasonably believed that his/her actions were in the best interests of DMZT.

The Trustees shall maintain D & O insurance to cover this indemnification.

BY-LAW 11. ELECTION OF CHAIRPERSON

In case of a tie vote (3/3) amongst the Trustees for electing a Chairperson, the following rules shall apply.

1. 1. The exiting Chairperson shall cast the tie-breaking vote.
   2. If the exiting Chairperson is also a candidate for new Chairperson-ship then the exiting Chairperson shall not cast a tie-breaking vote in his/her favor. In such a case the exiting Chairperson shall withdraw his/her candidacy.
   3. If an exiting Chaiperson’s term as Trustee has ended, he/she shall cast the tie-breaking vote.