By-Laws of the Monastery

THE NINZUWU SHINTO MONASTERY OF THE NECRONOMICON TRADITION, INC.

(A New York Not-For-Profit Corporation)

 

 

ARTICLE ONE

OFFICES

1.1       Registered Office and Registered AgentThe registered office and address of the registered office of the Corporation shall be 98-17 Horace Harding Expressway #9L, Corona, NY 11368, and the registered agent shall be Santoshi Kumari Tuschak.

1.2       Principal Office.  The principal office of the Corporation shall be located in the County of Kings County, State of New York.  The Corporation may have such other offices, either within or without the State of New York, as The Council of the Necronomicon Samurai may from time to time appoint or the business of the Corporation may require or make desirable.

 

ARTICLE TWO

PURPOSES

2.1       IRC Section 501(c)(3) Purpose.  The Ninzuwu Shinto Monastery of the Necronomicon Tradition, Inc., has been organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended (the “Code”), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.  All funds, whether income or principal, and whether acquired by gift or contribution, or otherwise, shall be devoted to said purposes, and in furtherance of such purposes, the Corporation shall have full power and authority.

2.2       Specific Objectives and Purposes.  The Monastery is formed as a religious body of spiritual union for the purposes of:

  1. a) To worship the Creator as life permeating throughout all of nature and the unseen worlds and the Art of Ninzuwu in accord with the gospel of the Necronomicon Tradition, its history, philosophy, rites, customs, and practices while promoting the common good and general welfare of its community by espousing and promulgating the tenets of the Shinto faith that bring about civic betterment and social improvement for the greater community at-large as set forth in the Holy Books of Nyarzir.
  1. b) To establish a mystical ethnicity in union with our spiritual heritage as descendants of genie, and preserve the continuity of the Ninzuwu people.
  1. c) To support and conduct research, education, and informational activities to increase awareness of the need for agape love, truth, relief, and charity toward all humankind.
  1. d) To assemble at regular intervals to celebrate the cycles of nature, as noted in the Calendar of Nyarzir, and honor the consciousness of life, the Creator, in its multiple expressions and to seek self-development through meditation and other spiritual practices.
  1. e) To train and ordain clergy.
  1. f) To educate the public and issue publications on matters of Ninzuwu Shinto faith.

To perform all actions as its Council members may decide; to solicit, receive and maintain a fund or funds of real or personal property, or both, and subject to the restrictions and limitations hereinafter set forth, to use and apply the whole or any part of the income and principal of the funds exclusively for such activities, either directly or indirectly in accordance with the purpose outlined in Article two of the Corporation’s Certificate of Incorporation or by contributions or grants to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code, or the corresponding provision of any future United States Internal Revenue law.

2.3       General Purpose.  The general purpose of the Corporation is to engage in any lawful business or perform all acts necessary or incidental to the above and to do whatever is deemed necessary, useful, or advisable, directly or indirectly, to carry out any of the purposes of the Corporation as set forth in Sections three and four of the Corporation’s Certificate of Incorporation, including exercise of all the rights, powers and privileges which may hereafter be conferred upon Corporations organized under the Not-for-Profit Corporation Law within and subject to the limitations of Section 501(c)(3) of the Code.

The Corporation shall serve only such purposes and functions, and shall engage only in such activities as are consistent with the purposes set forth in this Article and are entitled to charitable status under Section 501(c)(3) of the Code.

 

ARTICLE THREE

NONDISCRIMINATORY POLICIES

3.1       Nonpartisan.  The Corporation shall be nonpartisan.  No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials or statements with the purpose of attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

3.2       Non-commercial.  The Corporation shall be non commercial.  The name of the Corporation or the names of any members in their official capacity shall not be used to endorse or promote any commercial concern or for any purpose not appropriately related to the promotion of the specific and primary purpose of the Corporation.

3.3       Nondiscriminatory.  The Corporation shall not discriminate against any person on the basis of race, color, national and ethnic origin, gender, creed, religion, disability or sexual orientation.

 

ARTICLE FOUR

MEMBERS

4.1       Membership.  The Corporation shall have members.

 

ARTICLE FIVE

COUNCIL OF THE NECRONOMICON SAMURAI

5.1.      General Powers.  All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of The Council of the Necronomicon Samurai (“The Council”). of the Corporation.  In addition to the powers and authority expressly conferred upon it by these Bylaws, The Council of the Necronomicon Samurai may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited by law or by the Certificate of Incorporation or by these Bylaws.

5.2       Director’s Classification.  The Council shall be divided into two (2) classes as follows:  Class A, and Class B Directors, as set forth on “Exhibit A” attached hereto and made a part of hereof.

5.3       Number of Directors.  The Council shall consist of no less than three (3) members; Class A membership consisting of no more than three (3) members and Class B membership consisting of no less than one (1) and no more than four (4) members.  The Directors named in the Certificate of Incorporation shall set the initial number of Directors.  The Council may fix or change the number of Directors or may establish a variable range for the size of The Council by fixing a minimum and maximum number of Class B Directors.  If a variable range is established, the number of Class B Directors may be fixed or changed from time to time, within the minimum and maximum, by The Council.  At least four (4) of the seven members shall be residents of the State of New York and U.S. citizens.

5.4       Election of Directors.  Directors shall be elected at the last quarterly meeting of the year of The Council by a majority vote of the incumbent Council.  Nominations for Class B Council members may be made by any Council member.  Class A Council members are appointed by the Class A Council member(s).

5.5       Term of Directors.  The term of Class A Council members of the Corporation shall be for life and expire at the resignation, incompetence (by medical determination) or death of the member. The term of the initial Class B Council members of the Corporation shall expire at the first Council meeting at which new Directors are elected.  The term of Class B Council members shall expire at the end of two (2) years from election or appointment.  Class B Council members may only serve two (2) consecutives terms, however, they are eligible to serve on Council sub-committees.  Previous Council members may be re-elected to council membership after one year of their term expiration.

5.6       Vacancies.  Unless otherwise provided for in these Bylaws, a vacancy occurring on The Council may be filled for the unexpired term by the majority vote of The Council.  However, if the vacancy leaves less than a quorum of Directors in office, then such vacancy may be filled by a majority of the remaining Directors.  A vacancy that will occur at a specific later date may be filled before the vacancy occurs, but the new Director may not take office until the vacancy occurs.

 5.7       Compensation.  Directors as such shall not receive any stated salaries for their services, but by resolution of The Council, a fixed sum and expense of attendance, if any, may be allowed for attendance at any regular or special meeting of The Council.  Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefrom.

5.8       Duties.  It shall be the duty of the Directors to:

 

  1. a) Perform any and all duties imposed on them collectively or individually by law, by the Certificate of Incorporation, or by these Bylaws;

 

  1. b) 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 officers, agents and employees of the Corporation;

 

  1. c) Supervise all Officers, Agents and Executive Director of the Corporation to ensure that their duties are performed properly;

 

  1. d) Meet at such time and places as required by these Bylaws;

 

  1. e) Register their addresses with the Secretary of the Corporation’s Council so that notices of meetings mailed to them at such addresses shall be valid thereof; and

 

  1. f) Adhere to information provided by The Council of the Necronomicon Samurai’ Handbook and Code of Ethics.

ARTICLE SIX

MEETINGS OF THE COUNCIL OF THE NECRONOMICOM SAMURAI

6.1       Annual and Regular Meetings.  An annual meeting of The Council of the Necronomicon Samurai shall be held at such time as designated by The Council.  In addition, Council may schedule other meetings to occur at regular intervals throughout the year with at least one regular meeting quarterly.

6.2       Special Meetings.  Special meetings of The Council may be called by or at the request of the Shogun-Lugal or any Directors, and shall be held at the principal office of the Corporation or at such other place as the Directors may determine.  No other business other than business for which the special meeting was called may be discussed at such special meeting without unanimous consent of all present at the meeting.

6.3       Place of Meeting.  Directors may hold their meetings at any place within or outside the State of New York as The Council may from time to time establish for regular meetings or as is set forth in the notice of special meeting, or, in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver.

6.4       Notice of Meeting.  No notice shall be required for any regular scheduled meeting of The Council.  Notice of any special meeting of The Council shall be given at least ten (10) days previously thereto by written notice delivered personally or sent by mail to each Director at their address as shown by the records of the Corporation.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid.  Any Director may waive notice of any meeting.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

6.5       Quorum.  A majority of The Council shall constitute a quorum for the transaction of business at any meeting of the council; but if less than a majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

6.6       Votes Required for Action.  Except as otherwise provided by the Code or these Bylaws, the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present at the time shall be the act of The Council.  Adoption, amendment and repeal of a Bylaw are provided for in Article Sixteen of these Bylaws.  Vacancies in The Council may be filled as provided for in Section 5.6 of these Bylaws.  Except for the election of Officers and Directors, all votes shall be by voice.  For election of Officers, ballots may be provided and there shall not appear any place on such ballot to indicate the person who cast such ballot.  At any regular or special meeting, if a majority so desires, any motion may be voted on by ballot.  Prior to any vote by ballot, the Council’s Chair shall appoint a two person committee to act as “Inspectors of Election”.  The committee shall, at conclusion of balloting, certify in writing to the Chairman the results of the ballots and record said results in the minute’s book.  No Inspector of Election shall be a candidate for office or be personally interested in the motion voted upon.

6.7         Dissents or Abstention.  A Director who is present at a meeting of The Council or a committee of The Council when corporate action is taken is deemed to have assented to the action taken unless (i) he or she objects at the beginning of the meeting (or promptly upon his or her arrival) to holding the meeting or transacting business at the meeting; (ii) his or her dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) he or she delivers written notice of such dissent or abstention to the presiding Officer of the meeting before its adjournment or to the Secretary or Assistant Secretary of the Corporation immediately after adjournment of the meeting.  The right of dissent or abstention is not available to a Director who votes in favor of the action taken.

6.8         Action by Directors without a Meeting.  Any action required or permitted to be taken at any meeting of The Council may be taken without a meeting if a written consent thereto shall be signed by all the Directors and such written consent shall be delivered to the Secretary of the Corporation for the purpose of inclusion in the minutes or filing in the corporate records.  Such consent shall have the same force and effect as a unanimous vote of The Council and may be evidenced by one or more written consents describing the action taken.

6.9        Adjournments.  A meeting of The Council, whether or not a quorum is present, may be adjourned by majority of the Directors present to reconvene at a specific time and place.  It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting that was adjourned.  At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting that was adjourned.

6.10     Telephone Conference Calls.  Unless otherwise prohibited by the Bylaws, members of The Council or any committee designated by such Council; may participate in a regular or special meeting of such Council or committee by means of conference telephone or similar communication equipment by means of which all Directors participating in the meeting can simultaneously hear each other during such meeting, and participation in a meeting pursuant to this Section 6.10 shall constitute presence in person at such meeting.

6.11     Loans.  No loans shall be made by the Corporation to any Director.

 

ARTICLE SEVEN

NOTICE AND WAIVER

7.1        Notice.  Whenever these Bylaws require notice to be given to any Director, the notice shall be given as prescribed in the Code and Section 6.4 hereof.  Whenever notice is given to a Director by mail, the notice shall be sent first-class mail by depositing the same in the post office or letterbox mail in a postage prepaid sealed envelope addressed to the Director at his or her address as it appears on the books of the Corporation

 

7.2       Waiver.  Notice of a meeting need not be given to any Director who signs a waiver of such notice, in person or by proxy, either before or after the date and time of the meeting as stated in the notice.  Unless otherwise required by law or by these Bylaws, neither the business transacted nor the purposes of the meeting need to be specified in the waiver.  Attendance or participation by a Director at a meeting shall waive any required notice to him or her of such meeting and any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when such Director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

 

ARTICLE EIGHT

OFFICERS

8.1        Officers.  The Executive Officers of the Corporation shall consist of a President (Shogun-Lugal), a Secretary (Enu-Daimyo), and a Treasurer (Zhafu) and if deemed by The Council to be necessary or appropriate to conduct the business of the Corporation, a Chairman of The Council and one or more Vice Presidents (Entu-Bugeisha).  The Council shall from time to time create and establish the duties of such other Officers and elect or provide for the appointment of such other Officers or Assistant Officers as it deems necessary for the efficient management of the Corporation, but the Corporation shall not be required to have at any time any Officers other than a President, Secretary and Treasurer.  In the event that no Chairman of The Council is elected, the Shogun-Lugal shall perform all the duties and assume all of the responsibilities assigned to the office of Chairman of The Council.

8.2        Election and Term.  All Executive Officers shall be elected by The Council and shall serve at the will of The Council and until their successors have been elected and have qualified or until their earlier death, resignation, removal, retirement or disqualification.

8.3       Compensation.  Officers of the Corporation may receive compensation in such amounts as may be determined by The Council only for services rendered as an Officer or Director.  Such compensation shall not exceed the amount of compensation determined by The Council to be reasonable payment for the services actually rendered by such Officer.

8.4       Removal of Officers.  The Council may remove any officer at any time when sufficient cause exists for such removal to protect the integrity of the Corporation.  Such removal shall be determined by a majority of votes by The Council.

8.5       Powers and Duties.  The Executive Officers of the Corporation shall each have such powers and duties as generally pertaining to their respective offices, as well as such powers and duties as from time to time may be conferred by The Council.  The Entu-Bugeisha or Entu-Bugeishas, the Assistant Enu-Daimyo or Assistant Enu-Daimyos and the Assistant Zhafu or Assistant Zhafus shall, in the order of their respective seniorities, and in the absence or disability of the Shogun-Lugal, Enu-Daimyo or Zhafu, respectively, perform the duties of such offices and shall generally assist the Shogun-Lugal, Enu-Daimyo or Zhafu, respectively.

Without limitation upon any of the foregoing:

            8.5.1    Chairman of The Council.  If elected by the Council, the Chairman of The Council shall preside at the meetings of The Council, and shall be an ex-officio member of all standing committees and shall preside at meetings of such committees unless The Council, in constituting such committees, shall designate or elect some other person to be Chairman thereof.  The Chairman of The Council shall also have such other duties and responsibilities as may be specified in these Bylaws and as shall be directed from time to time by The Council.  The Chairman shall have veto power.

8.5.2    President (Shogun-Lugal).  Unless otherwise specified by The Council, the Shogun-Lugal shall be the Chief Executive Officer of the Corporation and shall have responsibility for the general supervision of the affairs of the Corporation and full control of and responsibility for said affairs.  Unless another person is specifically appointed as Chairperson of The Council, the Shogun-Lugal shall preside at all meetings of The Council.  Subject to the direction and control of The Council, the Shogun-Lugal shall be in charge of the business and affairs of the Corporation; shall see that the resolutions and directives of The Council are carried into effect except in those instances in which that responsibility is assigned to some other person by The Council; and, in general, shall discharge all duties incident to the office of Shogun-Lugal and such other duties as may be prescribed by The Council.

Except in those instances in which the authority to execute certain instruments is vested in a different Officer, the Shogun-Lugal shall have full authority to enter into contracts, execute deeds, mortgages, bonds, or other instruments that The Council has authorized to be executed. The Shogun-Lugal may accomplish such execution either under the seal of the Corporation and either individually or with the Enu-Daimyo, or any other Officer thereunto authorized by The Council, according to the requirements of the form of the instrument.  The Shogun-Lugal may vote all securities that the Corporation is entitled to vote except as and to the extent that such authority shall be vested in a different officer or agent of the Corporation by The Council.

8.5.3    Secretary (Enu-Daimyo).  The Enu-Daimyo shall (i) record the minutes of the meeting of The Council, (ii) see that all notices are duly given in accordance with these Bylaws or as required by law, (iii) be a custodian of the Corporation’s records, (iv) keep a register of the post office address of each member, which shall be furnished to the Enu-Daimyo by such member, (v) be responsible for keeping the corporate seal and (vi) perform all duties incident to the office of Enu-Daimyo and such other duties as may be assigned from time to time by the Shogun-Lugal or by The Council.

8.5.4    Treasurer (Zhafu).  The Zhafu shall be the principal accounting and financial Officer of the Corporation.  The Zhafu shall (i) have charge of and be responsible for the maintenance of adequate books of account for the Corporation, (ii) have charge and custody of all funds and securities of the Corporation, and be responsible for the receipt and disbursement thereof; (iii) give an accounting of all funds at each monthly meeting and prepare a year-end fiscal report, (iv) deposit all monies in the name of and to the credit of the Corporation in such banks of deposit as may be designated by The Council, and (v) perform all duties incident to the office of Zhafu and such other duties as may be assigned from time to time by the Shogun-Lugal or The Council.

8.5.5    Executive DirectorThe Council may select an Executive Director from members of The Council who shall be responsible for the administration and conduct of the business and affairs of the Corporation pursuant to guidelines established by The Council.  The Executive Director shall have full authority for direction of the employees of the Corporation, if any.  The Executive Director, if selected, may be compensated for their services in that capacity in such amount and manner as The Council shall determine.

8.6       Additional Powers and Duties.  In the absence of other specifications, each Officer shall have the powers and authority and shall perform and discharge the duties of Officers of the same title serving in not-for-profit Corporations having the same or similar general purposes and objectives as this Corporation.

 

ARTICLE NINE

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

9.1       Indemnification.  The Corporation shall indemnify its Officers, Directors, Employees and Agents to the greatest extent permitted by law, provided, however, indemnification shall only be made upon compliance with the requirements of statutory provisions and only in those circumstances in which indemnification is authorized under such provisions.

9.2       Insurance.  The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, Employee, or Agent of the Corporation or who is or was serving at the request of the Corporation as an Officer, Employee, or Agent of another organization, joint venture, trust, against any liability asserted against such person and incurred by such person in any such capacity or arising out of any status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this article.

9.3       Reimbursements.  The Corporation may pay for or reimburse the reasonable expenses incurred by a Director who is a party to a proceeding in advance of a final disposition of the proceeding if (i) the Director furnishes to the Corporation a written affirmation of the Director’s good faith belief that the Director has met the standard of conduct described in subsection (i) of Not-for-Profit Corporation Law; and (ii) the Director furnishes the Corporation a written undertaking, executed personally or on the Director’s behalf, to repay the advance if it is ultimately determined that the Director is not entitled to indemnification under this part.

The undertaking required by standard (ii) of paragraph one, must be an unlimited general obligation of the Director but need not be secured and may be accepted without reference to financial ability to make repayment.

The indemnification and advancement of expenses provided by or granted pursuant to this Section 9.3 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, Officer, Employee or Agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

 

ARTICLE TEN

COMMITTEES

10.1     Committee of Directors.  The Council by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of one or more Directors, and, to the extent provided in such resolution, shall have and exercise the authority of The Council in the management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve The Council, or any individual Director, of any responsibility imposed on it or them by law.

10.2     Other Committees.  Other committees not having and exercising the authority of The Council in the management of the Corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present.  Except as otherwise provided in such resolution, members of each such committee shall be members of the Corporation and the Shogun-Lugal of the Corporation shall appoint the members thereof.  Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the Corporation shall be served by such removal.  No committee shall have the authority of The Council in reference to:

  1. a) Amending, altering or repealing these Bylaws;
  1. b) Electing, appointing, or removing any Director or Officer of the Corporation;
  1. c) Amending the Certificate of Incorporation;
  1. d) Amending, altering, or repealing any resolution of The Council which by its term provides that it shall not be amended, altered, or repealed by such committee.

 

ARTICLE ELEVEN

CONFLICTING INTEREST TRANSACTIONS

 

11.1     Definitions.  For purposes of this article:

 

(a)   “Conflicting Interest means the interest a Director has respecting a transaction affected or proposed to be affected by the Corporation if:

(1)   The Director knows at the time the Corporation takes action that the Director or a related person is a party to the transaction or has a significant beneficial interest in or so closely linked to the transaction that a reasonable person would expect the interest to influence the Director’s judgment if the Director were called upon to vote on the transaction; or

(2)   The transaction is brought before The Council for action, and the Director knows at the time The Council reviews the transaction that any of the following persons is either a party to the transaction of has a significant beneficial financial interest in or so closely linked to the transaction that a reasonable person would expect the interest to influence the Director’s judgment if the Director were called upon to vote on the transaction:

  1. a)  An entity of which the Director is a director, general partner, agent or employee;
  1. b)  An entity that controls, is controlled by, or is under common control with one or more of the entities specified in (2a); or
  1. c)  An individual who is a general partner, principal, or employer of the Director.

 

(b)   “Director’s Conflicting Interest Transaction means a transaction affected or proposed to be affected by the Corporation or any other entity in which the Corporation has an interest or the Director of the effected entity has a conflicting interest.

 

(c)   “Qualified Director means any Director who does not have either:

(1)   A conflicting interest respecting the transaction; or

(2)   A familial, financial, professional, or employment relationship with a second Director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first Director’s judgment when voting on the transaction.

 

(d)   “Related Person of a Director means:

(1)   A child, grandchild, sibling, parent, or spouse of, or an individual occupying the same household, the Director, or a trust or estate of which any of the above individuals is a substantial beneficiary; or

(2)   A trust, estate, incompetent, conservatee, or minor of which the Director is a fiduciary.

 

(e)   “Required Disclosure means disclosure by the Director who has a conflicting interest of:

(1)   The existence and nature of the Director’s conflicting interest; and

(2)   All facts known to the Director respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction.

 

11.2     Director’s Action.

(a)   Majority Vote.  Director’s action respecting a Director’s conflicting interest transaction is effective if the transaction received the affirmative vote of a majority of (but no fewer than four) qualified directors who voted on the transaction after either required disclosure to them or compliance with Paragraph (b) below.

(b)   Director’s Disclosure.  If a Director has a conflicting interest respecting a transaction, but neither the Director nor a related person of the Director is a party to the transaction, and if the Director has a duty under law or professional canon, or a duty of confidentiality to another person, which would prevent that Director from making the disclosure described in Paragraph 11.1(e), then disclosure is sufficient of the director:

(1)   Disclosure to the Director’s voting on the transaction the existence and nature of the Director’s conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction; and

(2)   Plays no part, directly or indirectly in their deliberations or vote.

(c)   Quorum.  A majority (but no fewer than four) of the qualified Directors constitutes a quorum for purposes of action that comply with this Article.  Director’s action that otherwise comply with this Article is not affected by the by the presence or vote of a director who is not a qualified director.

 

ARTICLE TWELVE

BOOKS AND RECORDS

12.1     Books and Records.  The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Council, committees having and exercising any of the authority of The Council, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote.  All books and records of the Corporation may be inspected by any member, or their agent or attorney, for any proper purpose at any reasonable time.

 

ARTICLE THIRTEEN

CONTRACTS, CHECKS, DEPOSITS AND GIFTS

13.1     Contracts.  The Council may authorize any Officer or Officers or Agent or Agents of the Corporation, in addition to the Officers so authorized by these Bylaws, to enter in to any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or may be confined to specific instances.

13.2     Checks, Drafts, or Orders.  All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers or Agent or Agents of the Corporation and in such manner as shall from time to time be determined by resolution of The Council.  In the absence of such determination by The Council, such instruments shall be signed by the Zhafu or an Assistant Zhafu and countersigned by the Shogun-Lugal or an Entu-Bugeisha of the Corporation.

13.3     Deposits.  All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trusts companies or other depositaries as The Council may select.

13.4     Gifts. The Council may accept on behalf of the Corporation any contribution, gift, bequest or devise for any purpose of the Corporation.

 

ARTICLE FOURTEEN

FISCAL YEAR

 

14.1     Fiscal Year.  The Council is authorized to fix the fiscal year of the Corporation, but unless otherwise so determined the fiscal year shall begin on the first day of January in each year and shall end on the last day of December in the same year.

 

ARTICLE FIFTEEN

CORPORATE SEAL

 

15.1     Corporate Seal.  The Council shall provide a corporate seal, which shall be inscribed with the words “The Ninzuwu Shinto Monastery of the Necronomicon Tradition, Inc. New York”, along with the year of incorporation, which was 2016.  In the center of the seal, the word “non-profit” shall be found.

 

ARTICLE SIXTEEN

AMENDMENT OF BYLAWS

 

16.1      Power to Amend Bylaws.  The Council shall have power to alter, amend or repeal these Bylaws or adopt new Bylaws.

 

16.2     Conditions. Action by The Council with respect to Bylaws shall be taken by an affirmative vote of a majority of all Directors that hold office.