Guidance for the formation of new legal entities with intention to align with IDC

Dear Gar & Ling Gakyil,

 

Taking into consideration the many unique and often restrictive laws that exist in different countries in order to establish non-profit associations, in addition to the ‘Gar & Ling Statute Templates’ already presented, the IDC would like to provide a new document of general guidance for establishing new legal entities where the future intention is to legally align with IDC. If it is not possible to use the language and the template provided from IDC’s own Statutes, then ensuring that the following ‘essential points’ are present, should at least allow for eventual alignment with IDC via the ‘Protocol for Affiliation’ (see Appendix).

 

The following criteria should guide decision making when establishing a new legal entity within the Dzogchen Community:

 

Type of legal Vehicle

1. The preferred legal vehicle is a ‘Non-profit Association’ under the category of Culture, Education or General. If local government authorities interpret activities as being ‘Religious’, and therefore insist on it being classified as Religious, then this can be accepted. However, descriptions of activities and presentation of the Dzogchen Community’s mission should be written in a way that does not imply that we are a Religious organization. Being designated as a Political non-profit association is definitely not acceptable.
2. If Non-profit Association vehicles are difficult to establish in local regulatory regimes, and the authorities strictly interpret the Dzogchen Community as a Religious, or Spiritual organization, establishing a ‘Religious Non-profit, or Charitable organization is also acceptable. This scenario is likely to be common in countries where Buddhism is recognized as one of the National Religions.
3. If local restrictions are such that it is difficult to establish non-profit associations that teach various types of spiritual, or meditation practices, then consulting with the International Gakyil about alternatives is recommended.
4. If local restrictions are such that establishing any kind of non-profit association, or other forms of ‘membership-based’ organization, then corporation structures can be explored as a last resort. Corporate structures are not easily integrated into the global IDC system, but we must always work with circumstances, so special exceptions will need to be applied.

 

Type of Governance Structure

1. Essential to the governance structure is to have ‘majority’ members vote at Annual General Meetings (AGM) for changes to the Articles of Association, amendments of the Rules & Regulations, election of Board Members and acceptance of Audited Financial Accounts. The annual AGM needs to be the highest governing body. Majority votes should be set according to significance of change, e.g., 70% for Statutes, 60% for Rules & Regulations, 51% for Board Members and annual Financial Accounts, etc.
2. Board of Directors (Gakyil) must be chosen from existing members that qualify based on Rules & Regulations, e.g., 3 years of continuous members, and membership dues fully paid.
3. Board Director (Gakyil) term limits. Preferred terms are for 3 years, with an option to renew one time. Second tenors on the Board are permissible after one full term break.
4. If local regulations mandate shorter terms than 3 years, this is acceptable, but then Rules & Regulations should be amended to allow for term renewals that equal a maximum of 6 years total. And, as with the guidance offered above, members become eligible to serve as Board members again after a 3 year break.

 

Design and Nature of the Board

1. The preferred size of the Board for Gars is 9, while that at the Ling level can be 6 or 3, depending on the size of the Ling. In general, we consider Ling’s with a property to manage, as well as the Sangha activities to be a ‘large Ling’, while Ling’s managing only the group activities of its members is consider a ‘small Ling’. Larger Lings would obviously benefit from having up to Gakyil members.
2. If, following Board Director resignations, or there are not sufficient volunteers to fill a full Board of 6, then reduced-size Boards are allowed. However, less than 3 Gakyil members at any time is not advisable.
3. The Boards, or Gakyil, are elected to implement the Strategic Plan and Budget of the Gar or Ling. This means that once the Budget and Plan has been presented to the members at the AGM, and it is accepted, the Board is authorized to implement the Plan throughout the course of the year. This ‘intra-year’ autonomy is necessary in order for the Board to be effective. However, should any major changes take place during the course of the year, such as a deviation of 25% from the proposed budget, calling for a new an emergency AGM to update the members and seek broad support is necessary.

 

If the legal entity of your Gar or Ling has these three essential elements inherent in its structure, the International Gakyil (IG) would consider it to be similar enough to integrate and align. The primary act of alignment that each Gar or Ling makes is to sign the documents provided in the Protocol of Affiliation:

 

1. To agree to ‘adopt the Statute of the IDC’ or to ‘adhere to the essence of the Statute of the IDC’, depending on what is legally allowed in your jurisdiction
2. To ‘adopt’ or ‘adhere’ to the IDC Membership regulations, particularly as it applies to each member’s ‘dual membership’ in IDC
3. Request Authorisation for use of IDC trademarks, logos and brands, and sign Code of Use Agreement
4. Gakyil members sign and accept the ‘Principle of Non-transferability’ document

 

By taking these four actions and adopting Rules & Regulations that bring operational protocol closely in line with the IDC, even Gars & Lings that have legal structures different from the ‘preferred model’ of Cultural Non-profit Association can successfully align with IDC and become an Affiliated Gar or Ling. What is most important is to have the intention to be aligned with Choegyal Namkhai Norbu’s international Sangha. If this is the intention of all your members, then legal alignment can be achieved in this way.

 

Sincerely yours,

 

Mark Farrington

International Gakyil

 

 

Appendix

 

IDC Articles of Association (Italian law, English translation, updated 16 December 2016)

http://dzogchencommunity.org/assets/IDC_Statute_version_09122016.pdf

 

Protocol for Affiliation (guidance on the 4 sections of affiliation protocol, including signature forms, updated 11 July 2015)

http://dzogchencommunity.org/assets/PROTOCOL_Gar-Ling-affiliation_final_11072015.pdf

 

Code of Use for IDC trademarks, logos and brands (description of how to use and also restrictions for use of IDC logo)

http://dzogchencommunity.org/assets/Code-of-use-IDC-Logo_draft_05092013-.pdf