## POTALA BUDDHIST CENTRE ## **Trustees Annual Report** **The financial year the report relates to : 01 Jan 2023 to 31 Dec 2023** **A summary of the charity’s main activities to further its purposes for the public benefit and main achievements in the year** The objects of the Society (“the Objects”) are to promote the Buddhist Faith under the spiritual guidance of the elected General Spiritual Director of the New Kadampa Tradition - International Kadampa Buddhist Union principally through the activities of teaching, study, practice and the observance of moral discipline all within the Mahayana Buddhist tradition of Atisha and Je Tsongkhapa as taught by Venerable Geshe Kelsang Gyatso, the Founder of the New Kadampa Tradition - International Kadampa Buddhist Union, through the continuous implementation of the three New Kadampa Tradition Study Programmes: the General Programme, the Foundation Programme, and the Teacher Training Programme. To fulfill this objective we ran weekly General Programme and Foundation Programme classes throughout the year. Foundation Programme classes ran in Belfast, Derry Londonderry, and General Programme classes ran in Belfast, Derry Londonderry, Omagh, Portrush, Drumaness, Annalon and Ballygally. We ran six weekend Residential Retreats, part of the General Programme, at various retreat venues throughout the country, and a number of day retreats and day courses. Our Teachers engaged in continuous training to improve their qualifications. Many people benefitted from attending these Programmes and increasing their Inner Peace through practicing Meditation and Buddhist Teachings. ## **The trustees have had regard to the Commission’s Public benefit requirement statutory guidance.** ## **A review of the charity’s financial position at the end of the year:** The Charity invested in the establishment of a branch in Derry Londonderry with its own teacher, to better serve the North West, giving rise to the Expenditure for this year being greater than the Income. ## **Dated signature of one or more of the charity trustees:** ## **Radek Widoniak** ## **Date: 08 Oct 2024** ## **The name of the charity as it appears on the register of charities** Potala Buddhist Centre ## **The Northern Ireland charity (NIC) number and company registration number** Potala Buddhist Centre108451 CCNI:00197658 Company number NI033011 ## **The principal address of the charity and its registered o�ce** 54 Peters Hill, Belfast BT13 1BA ## **The names of all charity trustees on the date the report was approved and all individuals who served as charity trustees during the year** ## **Current** Catherine Mullin Radek Widoniak Tracey Oliver- Walsh ## **Retired but also served in 2023** Jennifer Jane Andrews ## **Details of how the charity is constituted and its governing document** See appendix 1 below ## **A summary of the purposes of the charity as listed on the register of charities and in its governing document. The purposes are what the charity is set up to achieve.** The objects of the Society (“the Objects”) are to promote the Buddhist Faith under the spiritual guidance of the elected General Spiritual Director of the New Kadampa Tradition - International Kadampa Buddhist Union principally through the activities of teaching, study, practice and the observance of moral discipline all within the Mahayana Buddhist tradition of Atisha and Je Tsongkhapa as taught by Venerable Geshe Kelsang Gyatso, the Founder of the New Kadampa Tradition - International Kadampa Buddhist Union, through the continuous implementation of the three New Kadampa Tradition Study Programmes: the General Programme, the Foundation Programme, and the Teacher Training Programme, ## **Appendix 1** ## **The Companies (Northern Ireland) Orders 1986 and 1990** **Company Limited by Guarantee and not having a Share Capital** ## **Memorandum of Association** **of** ## **POTALA BUDDHIST CENTRE** **(a charitable company)** **___________________________________________________________________** ## **Clause 1. Name and company number** **1.1 The name of the Company is "Potala Buddhist Centre" (and in this document it is called “the Society”).** ## **1.2 The Company Number of the Society is: NI 33011.** ## **2. Registered o�ce** **The registered o�ce of the Society is to be situated in Northern Ireland.** ## **3. The Objects** **The objects of the Society (“the Objects”) are to promote the Buddhist Faith under the spiritual guidance of the elected General Spiritual Director of the New Kadampa Tradition - International Kadampa Buddhist Union principally through the activities of teaching, study, practice and the observance of moral discipline all within the Mahayana Buddhist tradition of Atisha and Je Tsongkhapa as taught by Venerable Geshe Kelsang Gyatso, the Founder of the New Kadampa Tradition - International Kadampa Buddhist Union, through the continuous implementation of the three New Kadampa Tradition Study Programmes: the General Programme, the Foundation Programme, and the Teacher Training Programme, all as defined in Schedule A of this Memorandum.** ## **4. Relationship with the NKT-IKBU** **4.1 The Society is created with the authorisation of the New Kadampa Tradition - International Kadampa Buddhist Union (the "NKT-IKBU"), the international association of Mahayana Buddhist study and meditation centres that have the same objects as the Society, and that prohibit the distribution of their income and property to an extent at least as great as is imposed on the Society by Clause 6 below.** **4.2 The Society is established as and shall always be a Member Centre of the NKT-IKBU and shall honour any agreement to this e�ect with the Education Council of the NKT-IKBU. The Society shall always follow the** _**Internal Rules of the NKT-IKBU**_ **as may be amended from time to time. The Spiritual Director of the Society shall always be the person who is the duly elected General Spiritual Director of the NKT-IKBU.** **4.3 The "New Kadampa Tradition - International Kadampa Buddhist Union" ("the NKT-IKBU") is defined as the union of Kadampa Buddhist Centres, the international association of study and meditation Centres that follow the pure tradition of Mahayana Buddhism derived from the Buddhist meditators and scholars Atisha and Je Tsongkhapa, introduced into the West by the Buddhist teacher Venerable Geshe Kelsang Gyatso, the Founder of the NKT-IKBU; and that follow the three New Kadampa Tradition Study Programmes defined in Schedule A of this Memorandum; and that are guided by the code of moral discipline called the** _**Internal Rules of the NKT-IKBU**_ **.** ## **5. Powers** **In addition to any other powers it may have, the Society has the following powers in order to further the Objects (but not for any other purpose):** **(a) to provide, manage, develop and administer facilities for teaching, study, meditation and the observance of moral discipline all within the tradition of Atisha and Je Tsongkhapa defined above;** **(b) to organise and support activities including but not limited to programmes of study, meditation courses, retreats, lectures, services and correspondence courses;** **(c) to produce, publish, print and distribute books and other literature, and to produce and distribute recordings for audio and visual reproduction;** **(d) to raise funds and to invite and receive contributions. In doing so, the Society shall not undertake any substantial** **permanent trading activities and shall comply with any relevant statutory regulations;** **(e) to buy, take on lease or in exchange, hire or otherwise acquire any property; and to maintain and equip it for use (subject to such consents as may be by law required);** **(f) to sell, lease or otherwise dispose of all or any part of the property belonging to the Society (subject to such consents as may be by law required);** **(g) to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other financial instruments, and to operate bank accounts in the name of the Society;** ## **(h) to borrow money and to charge the whole or any part of the property belonging to the Society as security for** ## **repayment of the money borrowed (subject to such consents as may be by law required);** **(i) to co-operate with other charities, voluntary bodies and statutory authorities, and to exchange information and advice with them;** - **(j) to establish or support other associations formed to promote the same Objects as the Society;** - **(k) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;** - **(l) to deposit or invest funds (subject to such consents as may be by law required);** **(m) to employ and remunerate such sta� as are necessary to carry out the work of the Society. No such sta� shall be Directors of the Society;** ## **(n) to do all such other lawful things as are necessary for the achievement of the Objects;** ## **6. No fnancial beneft to Members and Directors** **6.1 The Society is a non-profit religious organisation and is not organised for the private financial gain of any person. It is established, organised and operated exclusively for religious purposes.** **6.2 The income and property of the Society shall be applied solely and irrevocably towards the promotion of the Objects. None of the income or property of the Society may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to its Directors, trustees, o�cers, teachers, Members or to any individual person.** ## **6.3 Each year a proper reserve against future expenditure necessary for the development of the Society shall be set aside** **out of the income of the Society. Any income then remaining shall be donated to the NKT-IKBU International Temples Project in the U.K.** **6.4 No Director shall be appointed to any o�ce of the Society paid by salary or fees, or receive any remuneration or other financial or material benefit from the Society.** ## **6.5 This does not prevent any payment in good faith by the Society:** - **of reasonable and proper remuneration for any goods or services supplied to the Society by any Member, o�cer or servant of the Society who is not a Director;** - **of interest on money lent by any Member or Director of the Society at a reasonable and proper rate not exceeding 2% per annum less than the base rate of a clearing bank selected by the Directors; of reasonable and proper rent for premises let by any Member or Director of the Society;** - **of fees, remuneration or other benefit in money or money's worth to any company of which a trustee is a member holding not more than 1% of the issued capital of that company; and** **to any Director of reasonable expenses properly incurred when acting on behalf of the Society.** ## **7. Limited liability** **The liability of the Members is limited.** ## **8. Guarantee** **Every Member promises to contribute such sum (not exceeding £10) as may be demanded of him or her if the Society is dissolved while he or she is a Member or within one year after he or she ceases to be a Member. This contribution shall be used (a) to pay the debts and liabilities incurred by the Society before he or she ceased to be a Member and (b) to pay the costs, charges and expenses of winding up.** ## **9. Dissolution** **9.1 If the Society is wound up or dissolved for any reason whatsoever, and if after the satisfaction of all its debts and liabilities any property remains, this property must be given to one (or more than one) other Society which has the same objects as the Society. At or before the time of dissolution, the recipient Society (or charities) shall be chosen by the Members in consultation with the Spiritual Director.** ## **9.2 In no circumstances shall the net assets of the Society be paid to or distributed among the Members of the Society.** ## **SCHEDULE A: The New Kadampa Tradition Study Programmes** **The General Programme The purpose of the General Programme shall be to introduce basic Buddhist view, meditation and action, and various other teachings and practices, all within the Mahayana Buddhist tradition of Atisha and Je Tsongkhapa, that help the practitioner deepen his or her knowledge and experience of Buddhism. The Programme shall be based on the commentaries by Venerable Geshe Kelsang Gyatso.** **The Foundation Programme The purpose of the Foundation Programme shall be to provide a systematic presentation of particular subjects of Mahayana Buddhism to enable students to deepen their knowledge and experience of Buddhism. The Programme shall comprise the following five subjects based on Buddha's Sutra teachings and the corresponding commentaries by Venerable Geshe Kelsang Gyatso:** ## **The Stages of the Path to Enlightenment,** **based on the commentary** _**Joyful Path of Good Fortune**_ **;** ## **Training the Mind,** **based on the commentaries** _**Universal Compassion**_ **and** _**Eight Steps to Happiness**_ **;** **The Heart Sutra, based on the commentary** _**Heart of Wisdom**_ **; Guide to the Bodhisattva's Way of Life,** **based on the commentary** _**Meaningful to Behold**_ **;** **Types of Mind, based on the commentary** _**Understanding the Mind**_ **.** **The Teacher Training Programme The purpose of the Teacher Training Programme shall be to provide a more extensive presentation of particular subjects of Mahayana Buddhism, to enable students to deepen their knowledge and experience of Buddhism and to train as qualified New Kadampa Tradition Teachers. The Programme shall comprise the following twelve subjects based on Buddha's Sutra and Tantra teachings and the corresponding commentaries by Venerable Geshe Kelsang Gyatso:** **The Stages of the Path to Enlightenment,** **based on the commentary** _**Joyful Path of Good Fortune**_ **;** ## **Training the Mind** **based on the commentaries** _**Universal Compassion**_ **and** _**Eight Steps to Happiness**_ **;** **The Heart Sutra, based on the commentary** _**Heart of Wisdom**_ **; Guide to the Bodhisattva's Way of Life,** **based on the commentary** _**Meaningful to Behold**_ **;** **Types of Mind, based on the commentary** _**Understanding the Mind**_ **. Guide to the Middle Way, based on the commentary** _**Ocean of Nectar**_ **; Vajrayana Mahamudra, based on the commentary** _**Clear Light of Bliss**_ **; The Bodhisattva's Moral Discipline,** **based on the commentary** _**The Bodhisattva Vow**_ **;** **O�ering to the Spiritual Guide,** **based on the commentaries** _**Great Treasury of Merit**_ **and** _**Mahamudra Tantra**_ **;** **Vajrayogini Tantra, based on the commentary** _**Guide to Dakiniland**_ **; Grounds and Paths of Secret Mantra,** **based on the commentary** _**Tantric Grounds and Paths**_ **;** **The Practice of Heruka Body Mandala,** **based on the commentary** _**Essence of Vajrayana**_ **.** **A student shall be deemed to have completed the Teacher Training Programme if he or she:** - **has attended the classes related to each of the twelve subjects; and has memorised all the required points; and has passed examinations in all twelve subjects and received a certificate to that e�ect; and has completed the required meditation retreats.** ## **The Companies (Northern Ireland) Orders 1986 and 1990** ## **Company Limited by Guarantee and not having a Share Capital** ## **Articles of Association** **of** ## **POTALA BUDDHIST CENTRE** **(a charitable company)** **__________________________________________________________________** ## **Interpretation** **01. In these Articles of Association words and expressions defined have the same meanings in the Memorandum of Association:** - **"the 1986 Order" means the Companies (Northern Ireland) Order 1986, including any statutory modification or reenactment thereof for the time being in force;** - **"the Orders" means the 1986 Order, the Companies (Northern Ireland) Order 1990 and the Companies (No. 2) (Northern Ireland) Order 1990;** - **"the Articles" means these Articles of Association of the Society;** - **"the Society" means the company intended to be regulated by these Articles;** - **"Director" means a director of the Society and "the Directors" means all of the Directors;** - **"the Internal Rules" means the "** _**Internal Rules of the New Kadampa Tradition - International Kadampa Buddhist Union"**_ **, as may be amended from time to time;** - **"Member" and "membership" refer to membership of the Society;** - **"the Memorandum" means the Memorandum of Association of the Society;** - **"the NKT-IKBU" means the "New Kadampa Tradition - International Kadampa Buddhist Union" as defined in Clause 4 of the Memorandum;** - **"the Objects" means the objects of the Society;** - **"the o�ce" means the registered o�ce of the Society;** - **"Resident Teacher" means any person appointed by the General Spiritual Director of the NKT-IKBU to be the teacher at any Centre of the NKT-IKBU;** - **"the seal" means the common seal of the Society if it has one;** - **"the secretary" means the secretary of the Society;** - **"the United Kingdom" means Great Britain and Northern Ireland; and words importing the masculine gender only shall also include the feminine gender.** **Unless the context requires otherwise, words or expressions contained in this Memorandum and the Articles have the same meaning as in the Orders.** ## **Membership** ## **02. The Members shall be:** - **the Spiritual Director for the time being of the Society; and Local Members, as admitted to membership in accordance with these Articles; and the Resident Teachers for the time being of all NKT-IKBU Centres within the United Kingdom.** ## **03. No person shall be admitted as a Local Member unless his application for membership is approved by the Society in general meeting, and unless to the satisfaction of the Society he:** - **is a practitioner of Buddhism within the New Kadampa Tradition; participates in any of the Study Programmes of the Society, and has so participated for at least one year; cherishes the Society and the NKT-IKBU;** - **has good moral discipline;** - **is at least eighteen years of age;** - **has signed a written consent to become a Member;** - **has paid the annual subscription fee of £1 (or such other amount as shall be fixed by the Directors from time to time); accepts the Internal Rules; and** - **is free from any conflict of interest, including but not limited to being associated with or practising in a spiritual tradition other than the New Kadampa Tradition.** ## **Classes of membership** **04. The Society shall have only one class of Member. No Member shall hold more than one membership. Except as expressly provided for in the Memorandum or Articles, all Members shall have the same rights, privileges, restrictions and conditions.** ## **Number of Members** **05. There shall be no prescribed maximum limit to the number of Members; provided that there shall be no more than 21 Local Members.** **06. If any Local Member ceases to be a Member for any reason, then the Society shall in general meeting choose a new Local Member who possesses the qualifications for Local membership.** ## **Register of Members** **07. The Society must keep a register containing the name and address and date of election of each Local Member, and the date of termination of any Local membership. The register shall be maintained by the Society in accordance with Article 360 of the 1986 Order, shall be kept at the main o�ce of the Society and shall be available for inspection by any Director or Member during normal o�ce hours.** ## **Termination of Local membership** **08. A Local membership may be terminated by death; or by resignation; or by failure to renew membership, because failing to pay the annual membership fee on or before the due date; or by expulsion, because failing to maintain any of the qualifications of Local membership or because behaving in a way that is considered injurious to the character or interests or harmony of the Society.** **09. If any Local Member fails to maintain any of the qualifications of Local membership, or behaves in a way that is considered to be injurious to the character or interests or harmony of the Society, he may be expelled from membership. A resolution to expel a Local Member may be passed only by a 75% majority vote of Local Members present in general meeting. The Member in question must be given proper notice of the meeting and the reasons why his expulsion is proposed, and must be given a reasonable opportunity to explain his conduct to the meeting.** ## **General meetings** **10. The Society must hold an Annual General Meeting ("AGM") each year. Not more than fifteen months may elapse between successive AGMs.** **11. All Members should try to attend each AGM, either in person or by proxy or by telecommunication (as permitted by law).** ## **12. All general meetings other than AGMs shall be called extraordinary general meetings ("EGMs").** ## **13. EGMs concerning decisions of daily management of the Society may be attended only by Local Members.** **14. The Directors may call an EGM at any time. The Directors must also call an EGM if they receive a written request for a meeting from two Members or not less than one-tenth of the Members (whichever is the greater number). If the Directors do not proceed to call a meeting to be held within twenty-eight days after receiving such a request, then the Members who made the request may call a general meeting. Any such request made by Members must state the purpose of the proposed meeting, and must be delivered to the Chairperson or secretary at the o�ce.** ## **Notice of general meetings** ## **15. The minimum periods of notice required to hold a general meeting of the Society are:** **twenty-one clear days for an AGM and for an EGM called for the passing of a special resolution; and fourteen clear days for all other EGMs.** **16. A general meeting may be called by shorter notice if this is agreed:** **in the case of an AGM, by all Members; or in the case of an EGM, by 95% of all Members.** **17. The notice must specify the time and place of the meeting, and the general nature of the business to be transacted. If the meeting is to be an AGM, the notice must say so. The notice must be given to all Members and to the Directors and auditors.** **18. The accidental omission to give notice of a meeting to (or the non-receipt of notice of a meeting by) any person entitled to receive notice shall not invalidate the proceedings at that meeting.** ## **Quorum at general meetings** **19. No business shall be transacted at any meeting unless a quorum is present in person or by proxy or by telecommunication.** **20. A number of Members equal to two-thirds of the existing number of Local Members, present in person or by proxy or by telecommunication, shall be a quorum; provided that where a resolution is proposed to be put to a vote at a meeting and such resolution if passed would result in any amendment whatsoever to the Memorandum or the Articles or would result in the dissolution of the Society, then the quorum for such meeting shall be 95% of all Members, present in person or by proxy or by telecommunication.** **21. If a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting (unless requested by Members) shall be adjourned to the same day in the following week at the same time and place. If at that adjourned meeting a quorum is not present, it shall then be cancelled.** **22. In the case of a meeting requested by Members, if a quorum is not present within half an hour from the time appointed for the meeting, or if during the meeting a quorum ceases to be present, the meeting shall be cancelled.** ## **Chairperson of meetings** **23. General meetings shall be chaired by the Chairperson of the Board of Directors; provided that if the Chairperson is not present within fifteen minutes after the time appointed for holding the meeting, then the Members present shall choose one of their number to be chairperson of the meeting.** ## **Adjournments** **24. The Members present at a meeting may resolve by ordinary resolution that the meeting shall be adjourned. The person who is chairing the meeting must decide the date, time and place at which the meeting is to be reconvened, unless those details are specified in the resolution. No business shall be conducted at a reconvened meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.** **25. If a meeting is adjourned for more than seven days, at least seven clear days’ notice must be given of the reconvened meeting, stating the time and place of the meeting. All Members may attend an adjourned meeting whether or not present at the first meeting.** ## **Voting by show of hands** **26. Any vote at a meeting shall be decided by a show of hands and count of proxy votes, unless before or on the declaration of the result of the show of hands a poll is demanded. The declaration by the chairperson of the result of the vote shall be conclusive, unless a poll is demanded. The result of the vote must be recorded in the minutes of the Society but the number or proportion of votes cast need not be recorded.** **Voting by poll** ## **27. A poll may be demanded by the chairperson of the meeting or by at least two Members present in person.** - **A demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairperson of the meeting.** - **If a demand for a poll is withdrawn, the demand shall not invalidate the result of a show of hands declared before the demand was made.** - **If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.** - **A poll demanded on the election of a chairperson for the meeting or on a question of adjournment must be taken immediately.** - **A poll demanded on any other question must be taken as decided by the chairperson of the meeting (provided that it is taken within thirty days) and he may fix a time and place for declaring the result of the poll.** - **The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. If a poll is not taken immediately, at least seven days’ notice must be given, specifying the time and place at which the poll is to be taken.** - **A poll not taken immediately shall be open to all Members whether or not they were present at the meeting where the poll was demanded.** - **If a poll is demanded, the meeting may continue to conduct any other business on the agenda.** ## **Resolutions in writing** **28. A resolution in writing signed by each Member who would have been entitled to vote upon it had it been proposed at a general meeting shall be e�ective. It may comprise several copies each signed by one or more Members.** ## **Voting majorities** **29. Subject to Article 30, every Member shall have one vote, whether on a poll or on a show of hands and whether present in person or by proxy or by telecommunication. Subject to Article 31, ordinary resolutions shall be decided by a simple majority and special resolutions by a 75% majority of votes of the Members present.** **30. If in the case of any ordinary business there is an equality of votes, whether on a show of hands or on a poll, the chairperson of the meeting shall have a second or casting vote.** **31. If a resolution is proposed which if passed would result in any amendment whatsoever to the Memorandum or the Articles or would result in the dissolution of the Centre, then this resolution shall be adopted only if it has received the prior written agreement of all Members. Provided that such prior written agreement of all Members shall not be required to adopt a resolution to dissolve the Centre if the authorisation given to the Centre by the NKT-IKBU has been withdrawn from the Centre by the Spiritual Director acting in pursuance of the purposes of the Internal Rules.** **32. Any objection to the qualification of any voter must be raised at the meeting at which the vote is tendered and the decision of the chairperson of the meeting shall be final.** ## **Voting by proxy** **33. A Member may appoint a proxy to attend and vote at any general meeting from which he is absent. The letter appointing a proxy shall be written by the absent Member, either by hand or if by electronic mail then from his personal e- mail address as it appears in the register of Members. A Member may not appoint more than one proxy to attend on the same occasion. No person may be appointed a proxy who is not himself a Member. No person may act as a proxy for more than two other Members.** **34. The letter appointing a proxy must be delivered to the Chairperson or secretary at least forty-eight hours before the time appointed for the meeting. No letter appointing a proxy shall be valid for more than ninety days from the date it is signed.** **35. The letter of proxy must be in or close to the following form:** ## **POTALA BUDDHIST CENTRE** **I, (** _**name**_ **)................................................., of (** _**address**_ **)..................................................... am a Member of the Society and hereby appoint as my proxy another Member of the Society, namely: (** _**name**_ **)...................................................., of (** _**address**_ **)...................................................., to vote for me at the General Meeting of the Society to be held on the (** _**date**_ **) ............... day of (** _**month and year**_ **) ....................................................................... and at any adjournment thereof (or any meeting of the Society that may be held within ninety days from the date hereof). Signed by the said Member ......................................................................................** **Date: .................. day of (** _**month and year**_ **) ..............................................................** ## **Directors** **36. The business of the Society shall be governed by the Directors. The number of Directors shall be a maximum of four and a minimum of three persons, all of whom must be Members (and normally Local Members).** **37. Neither the Spiritual Director nor the Administrative Director nor the Resident Teacher of the Society may be a Director. No person may be appointed as a Director if he would be disqualified from acting by the provisions of Article 48.** ## **Powers of Directors** **38. The Directors may exercise all the powers of the Society unless they are subject to any restrictions imposed by the Orders, the Memorandum, these Articles or any special resolution of a general meeting. In performing his duties, each Director must act in accordance with the Internal Rules.** **39. No alteration of the Memorandum or these Articles or any special resolution of a general meeting shall have retrospective e�ect to invalidate any prior act of the Directors.** **40. Any meeting of Directors at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Directors.** ## **Appointment and retirement of Directors** **41. At each AGM, one of the Directors then in o�ce must retire from o�ce by rotation. Directors shall be elected by AGM as required by these Articles. Each elected Director shall serve for a term not exceeding four years.** **42. At any AGM, the Director to retire by rotation shall be the one who has been longest in o�ce since his last appointment. If any Directors were last appointed on the same day, the Director to retire shall be determined by lot (unless otherwise agreed between themselves).** **43. Every retiring Director shall be eligible for re-election. If a Director is required to retire at an AGM by a provision of the Articles the retirement shall take e�ect at the end of the meeting.** **44. Every candidate for election as a Director must be a Member; must have read, understood entirely and accepted the Internal Rules; and must be nominated by two other Members. No Member shall take part in the nomination of more than** **one candidate. Nominations must be made in writing, and must:** - **state the details that the Society would have to file at the Companies Registry (Northern Ireland) if the candidate were appointed as a Director; and** **be signed by the Members making the nomination; and** **be signed by the candidate, to show his willingness to serve.** ## **Nominations must be given to the secretary at least fourteen days before the date of the AGM.** **45. If the number of nominations exceeds the number of vacancies, a list of the candidates with the names of their nominators must be sent by the secretary to each Member not less than seven days before the date of the AGM. This list must state the details of each candidate that the Society would have to file at the Companies Registry (Northern Ireland) if the candidate were appointed as a Director.** **46. The election shall be determined at the AGM by a poll conducted in the way that the chairperson of the meeting directs.** **47. If there are fewer candidates than vacancies, then the vacancies may be filled through appointment by the Directors of willing Members. Members so appointed shall be deemed for all purposes to have been elected by the Society in general meeting. Any such Director must retire at the next AGM, in addition to the Director who retires by rotation.** ## **Disqualifcation and removal of Directors** ## **48. A Director shall cease to hold o�ce:** - **if he ceases to be a Director by virtue of any provision of the Orders; or is prohibited by law from being a Director; or if he is disqualified from acting as a trustee by any provision of law; or if he ceases to be a Member; or** - **if he becomes incapable of managing and administering his own a�airs, by reason of mental disorder, illness or injury; or** - **if he resigns as a Director by notice to the Society; or** - **if he is appointed as the Spiritual Director, Resident Teacher or Administrative Director of the Society, or as any paid o�cer of the Society.** **49. Such casual vacancies may be filled through appointment by the Directors of willing Members. Any Director so appointed must retire at the time of the next AGM in addition to the Director who retires by rotation.** ## **No remuneration to Directors** ## **50. The Directors must not be paid any remuneration for their work as Directors.** ## **Proceedings of Directors** **51. The Directors may regulate their proceedings as they think fit, subject to the provisions of the Articles. They must call a meeting of the Directors whenever required by the Chairperson or by any two Directors. A Director may not appoint anyone else to act on his behalf at meetings of the Directors.** **52. The quorum for the transaction of the business of the Directors shall be three; provided that, if at any time their number is reduced below three, the continuing Director(s) may act only for the purpose of filling vacancies or of calling a general meeting. Each Director shall have one vote. Questions arising at a meeting must be decided by a two-thirds majority vote of the Directors present.** **53. At the first meeting after the AGM in each year, the Directors shall appoint a Director to chair their meetings ("the Chairperson"); and they may at any time revoke such appointment.** **54. If the Chairperson is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the Directors present may appoint one of their number to chair that meeting.** **55. The Chairperson shall have no functions or powers except those conferred by these Articles or delegated to him by the Directors.** **56. A resolution in writing signed by all the Directors shall be as valid and e�ectual as if it had been passed at a meeting of Directors duly convened and held. The resolution in writing may comprise several documents containing the text of the resolution in the same form, each signed by one or more of the Directors.** **57. Any bank account in which any part of the assets of the Society is deposited shall be operated by the Directors and must indicate the name of the Society. All cheques and orders for the payment of money from such account must be signed by the Administrative Director and Resident Teacher of the Society.** **58. A Director must absent himself from any discussions of the Directors in which it is possible that a confict will arise between his duty to act solely in the interests of the Society and any personal interest (including but not limited to any personal fnancial interest).** **Secretary - Administrative Director** **59. The Directors shall appoint the secretary of the Society. The secretary shall be the chief executive o�cer of the Society and shall be called the "Administrative Director". The Administrative Director must have read, understood entirely and accepted the Internal Rules, and in performing his duties he must act in accordance with them.** **60. The Administrative Director shall be appointed at such remuneration and upon such conditions as the Directors think fit; and any Administrative Director so appointed may be removed by them.** ## **61. The Directors shall delegate to the Administrative Director the responsibility for all day-to-day management of the** **Society. The day-to-day activities and a�airs of the Society shall be conducted and all corresponding corporate powers shall be exercised by the Administrative Director, in consultation with the Directors.** **62. The function and authority of the Administrative Director shall be to direct the day-to-day management of all aspects of the work of the Society other than the education programme, including but not limited to:** - **maintenance and development of the financial standing of the Society; maintenance and development of the real and personal property of the Society; legal and general administration, external and internal; reception and accommodation of residents and visitors; catering and domestic services; trading (as limited by Clause 5 of the Memorandum); and appointment and dismissal of other executive o�cers.** ## **63. The Administrative Director shall be chosen from among the Members; provided that if among the Members who are** **not Directors there is no suitable person, the Directors may appoint some other suitable person to act as the Administrative Director for the time being, that person to apply for membership at the earliest opportunity.** **64. The term of o�ce of an Administrative Director shall not exceed four years, but at the end of any term of o�ce an Administrative Director may be re-appointed for another term not exceeding four years.** **Remuneration to O�cers** **65. Any salary of any o�cer of the Society must be fixed by the Directors. No o�cer who is also a Director shall receive a salary. Any salary received by any o�cer of the Society must be reasonable and shall be given only in payment for work actually done to promote the Objects of the Society.** ## **Spiritual Director** **66. The Society shall always have a Spiritual Director, who shall be the person who is the duly elected General Spiritual Director of the NKT-IKBU. The Spiritual Director shall be the supreme spiritual and legal authority within the Society.** **67. In pursuance of the purposes of the Internal Rules, the Spiritual Director of the Society shall have the authority to prevent the misuse of the income and property of the Society in accomplishing its Objects.** ## **Resident Teacher** **68. The Society shall always have a qualified person as its Resident Teacher, who shall be chosen by the Spiritual Director of the Society and may be removed by him. The Resident Teacher must have completed or be enrolled on the New Kadampa Tradition Teacher Training Programme, must hold the pure lineage of the New Kadampa Tradition, and must have good moral discipline. He must not be a Director nor the Administrative Director of the Society. He must have read, understood entirely and accepted the Internal Rules.** **69. The function of the Resident Teacher is to lead the students of the Society into the pure spiritual paths of the New Kadampa Tradition. In performing his duties, he must act in accordance with the Internal Rules.** **70. The Resident Teacher must not use his position within the Society, nor the name, resources or activities of the Society, directly or indirectly, for his personal material benefit.** **71. By virtue of his position, the Resident Teacher shall be a member of the New Kadampa Tradition, the international Buddhist Society registered in the U.K. with company number 2758093 (the "NKT Society"), and shall be a member of the Education Council of the NKT-IKBU.** ## **Education Programme Co-ordinator** **72. The Society shall appoint a qualified person to be the Education Programme Co-ordinator of the Society, this person to be chosen by the Resident Teacher of the Society. The function of the Education Programme Co-ordinator is to work for the implementation of the three Study Programmes of the Society in accordance with the Objects Clause 3 of the Memorandum.** ## **The Seal** **73. If the Society has a seal it must only be used by the authority of the Directors. Every instrument to which the seal is a�xed must be signed by the Administrative Director and two Directors.** ## **Minutes** **74. The Directors must keep minutes of:** - **all appointments of o�cers made by the Directors; and all proceedings at meetings of the Society; and** - **all meetings of the Directors, including the names of the Directors present, the decisions made, and where appropriate the reasons for the decisions.** **Accounts** ## **75. The Directors must keep accounting records and must prepare annual financial year accounts as required by the** **Orders. The accounting year of the Society shall be the calendar year, that is from 01 January to 31 December. The accounting records shall be kept at the main o�ce of the Society and shall be open to the inspection of the Directors and any Member at any reasonable time.** ## **Annual Report and Return** ## **76. The Directors must comply with the requirements of the Orders with regard to:** - **the transmission of the statement of accounts of the Society; and the preparation of the annual report; and the preparation of an annual return.** **77. The Directors must notify the Companies Registry (Northern Ireland) promptly of any changes to the Society's entry therein, as may be required by law.** ## **Notices** **78. Any notice to be given to or by any person pursuant to the Articles must be in writing (including electronic mail)** _**,**_ **except that a notice calling a meeting of the Directors or of the administration need not be in writing.** ## **79. The Society may give any notice to a Member either:** ## **personally; or** - **by sending it by post in a pre-paid envelope addressed to the Member at his address; or by leaving it at the address of the Member; or** - **by sending it by electronic communication to the Member's address.** **80. A Member present either in person or by proxy or by telecommunication at any meeting of the Society shall be deemed to have received notice of the meeting and of the purposes for which it was called.** ## **Indemnity** **81. The Society shall indemnify every Director or other o�cer or auditor of the Society against any liability incurred by him in that capacity in defending any proceedings, whether civil or criminal:** - **in which judgement is given in his favour; or in which he is acquitted; or** - **in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the a�airs of the Society.** ## **Dissolution** **82. The Society must be voluntarily wound up immediately if the authorisation given to the Society by the NKT-IKBU is withdrawn from the Society by the Spiritual Director acting in pursuance of the purposes of the Internal Rules.** **83. Clause 9 of the Memorandum relating to dissolution shall apply as if repeated in this Article.**