CONSTITUTION & BY-LAWS

Please note that this is a draft document, and is intended only as a framework within which the Council may choose to work. Naturally, it will be significantly shaped by the Council's choice of a form of governance. However, should majority rule become the fundamental platform, we feel that this document will provide a good beginning for re-work and revision.

ARTICLE I ­ NAME

The organization shall be called the Independent Vaisnava Council.

ARTICLE II ­ MISSION

The mission of the Independent Vaisnava Council is to address issues and controversies that are put before it, to conduct in-depth investigation and analysis, and to publish their unbiased findings for the benefit of the greater community of devotees. The Council's ultimate purpose is to serve and please Srila Prabhupada by cooperating together to pursue the truth.

ARTICLE III ­ MEMBERSHIP AND FELLOWSHIP

1. Members and Fellows. ­ The membership of the Council shall consist of individuals who are dedicated to following, preaching, and supporting the teachings and principles given to the world by His Divine Grace A.C. Bhaktivedanta Swami Srila Prabhupada, Founder/Acarya of the International Council for Krishna Consciousness (ISKCON).

2. Membership. ­ There may be accepted for Membership persons of any of the following classes: (a) directly initiated disciples of Srila Prabhupada; (b) uninitiated (siksa) disciples of Srila Prabhupada; (c) persons dedicated to the advancement of the principles of Krsna consciousness as they were presented by Srila Prabhupada; (d) persons engaged in various other Gaudiya Vaisnava traditions and sampradayas; (e) persons who are not directly engaged in the science of Krsna consciousness, but whose interest and activity in the field of spiritual or other matters would make them desirable Members.

3. Fellowship. ­ There shall be elected to Fellowship only such Members who have made extraordinary contributions to the advancement of Krsna consciousness, or who have rendered some other special service to advance the cause of the teachings of His Divine Grace A.C. Bhaktivedanta Swami Srila Prabhupada. The fulfillment of these qualifications shall normally be determined by a special examination of circumstances, as determined by procedures which may be amended to these Bylaws.

4. Maintenance of Membership. - Requirements for maintenance of membership in the Council shall be determined by Council and described in the Bylaws.

ARTICLE IV ­ COUNCIL

1. Governance. ­ The Council shall be governed by the Executive Board, which sets policy and has the ultimate responsibility for the actions of the Council. The method of governance utilized by the Executive Board shall be......(majority/consensus/combination).

2. Duties. ­ The functions of the Council shall include the following:

a. Elect the members of the Executive Board.

b. Elect the Operating Officers, which are the Chairman, the Treasurer, and the Secretary.

c. Review the actions of the Executive Board and the Operating Officers.

d. Approve the annual budget.

e. Set membership dues, if and as established by the Council.

f. Authorize and review public policy statements generated by the Executive Board.

g. Authorize studies sponsored by the Council.

h. Elect Fellows.

i. Authorize the establishment of committees to advise the Council, Executive Board, and Officers on policy and operations of the Council.

j. Authorize the establishment of new units of the Council, as necessary, including Committees, Investigative and Research Forums, and review their operations.

k. Propose amendments to the Constitution and approve amendments to the Bylaws.

l. When and if appropriate, recall members of the Executive Board, or dissolve any committee or unit of the Council.

m. Take action in circumstances not foreseen by the Constitution.

n. When and if appropriate, dissolve the Council.

3. Council Meetings. ­ The Council shall meet at least once each year. Such meeting shall be designated the Elections Meeting, and shall be held at a date determined by Council and specified in the Bylaws. Individual Council members shall, unless otherwise provided for by the Council budget, cover the costs of their personal transportation to the Annual Meeting, or give written power of proxy vote to one other member who will be in attendance at the meeting. Additional meetings of the Council shall be scheduled if called by the Chairman or if requested by at least one­quarter of its membership. Council meetings shall be open to all members of the Council, except during periods when the Chairman shall declare an Executive Session.

4. Electronic Meetings System. ­ To the greatest degree possible, the Council's meetings shall be conducted "virtually", via the Internet, the World Wide Web, and related data communications systems. The Council shall provide a website that contains an archive of Council documents, available to the public, along with password protected archives and interactive spaces, as directed by the Executive Board.

a. The Executive Board shall determine the degree of access permitted to various segments of the Council membership, based on the Board's determination of the degree of confidentiality required in each instance.

b. The Executive Board shall determine what documents, papers, and correspondences generated by the Council shall be made public, or how and to whom they shall be released in a given circumstance.

c. The Chairman of the Council shall preside over the Council meetings. The presence of a majority of the voting members, including at least two Officers, shall constitute a quorum.

d. The Executive Officer shall promptly send a summary of actions taken at meetings of both the Council and the Executive Board to all members of the Council.

ARTICLE V ­ OFFICERS

1. Officers. ­ The statutory Officers of the Council are the Chairman, the Treasurer, and the Secretary. They shall be elected by the Council as specified in the Bylaws.

2. Duties of the Chairman. ­ The Chairman shall preside at all meetings of the Council and the Executive Board. The Chairman shall make public statements on behalf of the Council and shall represent the Council externally. The Chairman shall perform such other functions as may be explicitly provided in the Constitution or the Bylaws or as may be mandated by Council. The Chairman shall deliver an address at the Annual Meeting following the year of service. The Chairman shall serve as the principal administrator of the Council. The Chairman shall supervise the staff and operations of the Council office.

3. Duties of the Secretary. - The Secretary shall maintain the records of the Council, including minutes of the Council and Executive Board meetings, Council activities, and membership lists. The Secretary shall be responsible for the arrangements of the meetings of the Executive Board, and the Meetings of the Council, and shall oversee the arrangements of all other meetings, as requested. The Secretary shall maintain records of changes in the Bylaws, dues, and other matters pertinent to the business of the Council. The Secretary shall perform such other duties as specified in the Constitution and Bylaws and as the Council or the Executive Board may assign.

4. Duties of the Treasurer. ­ The Treasurer shall be responsible for the conduct of the financial affairs of the Council and shall oversee the financial affairs of all sub-committees and forums. Each year, the Treasurer shall prepare a budget of income and expenses and a report on the financial condition of the Council and its units for review by the Executive Board and the Council. The Treasurer shall receive, disburse, and invest funds as authorized by the Council or the Executive Board. The Treasurer shall provide timely financial reports in advance of Executive Board meetings, as called for by the Chairman. The Treasurer shall perform such other duties as specified in the Constitution and Bylaws and as the Council or the Executive Board may assign.

ARTICLE VI ­ EXECUTIVE BOARD AND COMMITTEES

1. Executive Board. ­ There shall be an Executive Board consisting of the Chairman, the Secretary, the Treasurer, and eight additional Council members to be elected by Council as follows:

a. In the first year of the Council's operation, all general Members are eligible for election to the Executive Board. At the first Elections Meeting of Council, a vote shall be made to fill the offices of Chairman, Secretary, and Treasurer, along with eight Councilors.

b. All Councilors are eligible for election to the Executive Board in the second year of their terms. Each year at the Elections Meeting of Council, four Councilors in their second year of service shall be elected to serve on the Executive Board concurrently for the remainder of their Council terms. These four Councilors shall attend the Executive Board meetings as non­voting observers during the remainder of their second year of service, and they shall then serve two-year terms as voting members of the Executive Board during their third and fourth years of service.

2. The Executive Board shall meet at least one time each month via the electronic meetings system, and one time each year in person, in advance of the Council's Annual Meeting. The Chairman shall chair these meetings.

3. The functions of the Executive Board shall include the following:

a. Carry out Council policies.

b. Oversee the operations of the Council.

c. Review the budget recommended by the Treasurer before adoption by the Council, and authorize expenditures for current operations.

d. Authorize public policy statements on behalf of the Council if timing does not allow prior Council approval, provided that such statements are presented to Council at the earliest opportunity for review.

e. Perform such other functions as specified in the Bylaws.

4. Nominating Committee. ­ The membership of the Nominating Committee shall consist of a Chairperson, and three members elected by Council to the term. The Nominating Committee shall prepare a slate of at least two candidates for each of position as required by the Constitution and Bylaws. The Nominating Committee shall meet at least once a year to determine the slates for election.

5. Standing Committees. ­ There shall be standing committees as designated in the Bylaws, which shall advise and aid the Council. The composition of the committees shall be specified in the Bylaws.

6. Executive Board and Committee Vacancies. - Vacancies requiring Council election occurring after the Elections Meeting each year shall be filled by appointment by the Chairman for the remainder of that year and for one additional year. Vacancies occurring prior to the Elections Meeting shall remain unfilled until the next Elections Meeting. If a vacancy occurs in the position of Chairperson of a committee or special forum, the Executive Board shall have power to fill any vacancy that may result.

ARTICLE VII ­ ELECTION AND TENURE OF COUNCILORS, OFFICERS, AND ELECTED COMMITTEE MEMBERS

1. Executive Board members and Councilors shall be elected by ballot as hereinafter provided. Ballot voting shall be made available via personal written vote, mailed vote, or electronic vote.

a. All electronic voting shall be password secured, as approved by the Executive Board.

2. Nominations Procedures. ­ No later than the first of February each year, the Executive Board shall request nominations for the offices of Chairman, Secretary, Treasurer, and Councilors. Each year the Nominating Committee shall prepare a slate of nominations for these positions, and other positions as required by the Constitution or the Bylaws, no later than the 31st of May. The Nominating Committee shall submit to the Executive Board the names of at least two candidates for each of the posts to be filled. The election ballot shall contain these names and those of other candidates nominated by petition of the Council numbering at least ten percent of the total number of members given in the latest membership list and submitted to the Executive Board no later than the 30th of April. Nominations by this latter procedure shall not preclude nominations of the same candidates by the Nominating Committee.

3. Mail Ballot. ­ The election ballot shall contain the names of at least two candidates for each vacancy to be filled, clearly separated according to category of office. Copies of the election ballot shall be mailed to all members of the Council at least five weeks prior to the Elections Meeting of Council. No ballot shall be counted unless unambiguously marked by a qualified voter, sent in a sealed envelope bearing the voter's name, and received at a specified address not later than the specified deadline date. The positions in each category shall be filled in order of rank, starting with the candidate receiving the highest number of votes in each category. In the event of a tie, the Council shall decide the election, with the Chairman voting only in the case of a tie among the other Council members. The counting of the ballots shall be entrusted to a Teller appointed by the Chairman, who shall report the election results at the next meeting of Council. As soon as possible thereafter, the names of winning candidates shall be announced in a publication of the Council.
4. Electronic Distribution of Ballots and Voting. ­ The Executive Board shall also ensure that a password protected area of the Council's website is established at least five weeks prior to the Elections Meeting of Council. The election ballot, as described above, shall be made available on-line. Password protected voting shall be established. Security aspects will be established and approved each year by the Executive Board in advance of the Ballots appearing on-line.

5. Terms of Office. ­ Unless otherwise established in the Bylaws, terms of office for all elected positions shall be one year.

ARTICLE VIII ­ DUES

1. The Council shall be empowered to fix the annual dues of members of the Council as provided in the Bylaws.

ARTICLE IX ­ MEETINGS AND SPONSORED CONFERENCES

1. There shall be an Annual Meeting of the Council. This Meeting shall be open, and any person may register and attend.

2. Any member of the Council shall have the right to present a contributed paper at any Annual Meeting, subject to rules specified in the Bylaws.

3. Meetings of the Executive Board shall be attended by only the Elected Officers and Councilors, or by special invitation of the Executive Board.

4. All Meetings and Sponsored Conferences require the approval of the Executive Board.

ARTICLE X ­ BYLAWS

1. Designation of Bylaws. ­ An action of the Council that establishes procedures, rules, or guidelines for meetings, publications, finances, committees, forums, activities or for other continuing activities of the Council that directly affect the privileges and obligations of the membership shall be termed a Bylaw and shall be so designated at the time of adoption.

2. Establishment and Amendment of Bylaws. ­ Bylaws may be established or amended by the following procedure. A new Bylaw or an amendment may be introduced by one of the following methods:

a. recommendation to the attention of the Executive Board;

b. acceptance for consideration by an affirmative vote of a simple majority of the members of the Council present at an Annual Meeting; or

c. receipt by the Chairman of a petition signed by at least ten percent of the total number of members given in the latest printed membership list of the Council.

3. Following an affirmative vote of two-thirds of the Councilors present at an Executive Board meeting, the new Bylaw or the amendment shall be published in a publication of the Council or shall otherwise be distributed to members.

ARTICLE XI ­ AMENDMENTS

1. No part of the Constitution shall be amended or annulled except by a vote of the membership by mail ballot. Amendments must be proposed by a petition to the Chairman signed by at least ten percent of the total number of members given in the latest printed membership list of the Council. The text of the proposed amendment shall be published in a publication of the Council before ballots are mailed. Votes on Amendments shall be done at the Annual Meeting, as part of the ballot process for Elections.