A
CALIFORNIA Community Service Organization
Dated:
Last Revised 10 February, 2008
ARTICLE 1
SECTION
1. PRINCIPAL OFFICE
The
principal office of the corporation for the transaction of its business is
located in Sonoma County, California.
SECTION
2. CHANGE OF ADDRESS
The
County of the corporation’s principal office can be changed only by amendment
of these Bylaws and not otherwise. The Board of Directors may, however, change
the principal office from one location to another within the named county by
noting the changed address and effective date below, and such changes of
address shall not be deemed an amendment of these Bylaws:
____________________________________________ Dated: ____________
____________________________________________ Dated: ____________
____________________________________________ Dated: ____________
ARTICLE 2
PURPOSES
SECTION
1. PRINCIPAL OFFICE
The
primary objectives and purposes of this corporation shall be: gathering,
to share knowledge, and promote fellowship for the Pagan community within, but not
limited to, the greater Sonoma County area.
SECTION
2.
In
no way shall the income or assets of the SCPN be to benefit of any member of
the SCPN, excepting that the Board of Directors shall have the right to
reimburse individuals for authorized service to the SCPN.
ARTICLE 3
MEMBERSHIP
AND DUES
SECTION
1. DEFINITION
A
Member shall be defined as a person who has paid yearly membership dues. Each
member shall be eligible to become elected to the Board, have one vote in the
affairs of the SCPN, the affairs being defined as the election of the Board of
Directors and Officers, the projects and events supported by the SCPN and its
members, either as a function of the SCPN or as an umbrella organization under
the SCPN.
The
SCPN welcomes and embraces children's participation although some events may
not be appropriate for children. It is
the expectation that parents are responsible for supervising their children for
the safety and respect of all.
Non-emancipated minors sixteen (16) and older may attend with a parent
or guardian for their first visit as we would like to meet with them prior to
your involvement.
SECTION
2. DUES
Fees
for yearly membership shall be $25, and shall be due between September 1st and
October 31st, pro-rated by quarter (Sep-Nov $25; Dec-Feb $18.75; Mar-May
$12.50; Jun-Aug $6.25). The membership shall be valid from time of payment to
October 31st ending that membership year. Examples: Membership fees paid
between 1 September 2003 and 31 Oct 2003, membership valid to 31 Oct 2004. Fees
paid 10 Dec 2003, membership valid to 31 Oct 2004. Fees paid before 1 September
2003, membership valid to 31 Oct 2003. A payment schedule may be negotiated on
an individual basis. Should a Member wish to withdraw their membership, dues
shall be reimbursed as pro-rate schedule above. Membership Fee amounts may be
adjusted by the Directors, with notice given at least 3 months prior to the
next membership period.
ARTICLE 4
DIRECTORS
SECTION
1. NUMBER
The Corporation shall have a number of board members to be no less than 5 members. Collectively they shall be known as the Board of Directors. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.
SECTION
2. POWERS
Subject
to the provisions of the California Nonprofit Community Service Organization
law and any limitations in the Articles of Incorporation and Bylaws relating to
action required or permitted to be taken or approved by the members, if any, of
this corporation, the activities and affairs of this corporation shall be
conducted and all corporate powers shall be exercised by or under the direction
of the Board of Directors.
SECTION
3. TERMS OF OFFICE
Each
director shall be elected by a majority of voting members, and shall hold
office for one year and a day, that year being from Nov. 1 through Nov. 1 and,
until the Director resigns or is removed. If a Director is unable to fulfill a
position, the remaining Board members will appoint a replacement until the end
of the term.
SECTION
4. DUTIES
It
shall be the duty of the directors to:
a) Perform any and all duties imposed on
them collectively or individually by law, by the Articles of Incorporation of
this corporation, or by these Bylaws;
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;
c) Supervise all officers, agents and
employees of the corporation to assure that their duties are performed
properly;
d) Meet at such times and places as
required by these Bylaws;
e) Register their addresses with the
Secretary of the corporation and notices of meetings mailed or telegraphed to
them at such addresses shall be valid notices thereof.
SECTION
5. QUALIFICATIONS
Any
SCPN Member, meeting the following qualifications, may be elected to the Board
of Directors:
a) Over 18 years of age;
b) A member in good standing for the year
in which the member is to be in office.
c) Nominated, nomination seconded and
nomination accepted for office by Oct 1.
d) Nominations for Directors will be made
from Sep. 1 to Oct. 1.
SECTION
6. COMPENSATION
Directors
shall serve without compensation except that they shall be allowed reasonable advancement
or reimbursement of expenses incurred in the performance of their regular
duties as specified in Section 4 of this Article.
SECTION
7. REMOVAL
Board
members may be removed from office either by Board consent or by petition of
the Membership with 2/3 of the adult members' signatures. Cause for removal
must be stated with the acceptable causes being:
1. Failure to fulfill the duties of
office;
2. Engagement in public behavior
'unbecoming the office' while representing THE SCPN;
3. Conviction of a felony while in office.
The
Board member shall be served with a written warning or rebuke and a Board
review to determine if removal is warranted. Decisions for removal can be
appealed within 1 month. The appeal will be presented to the general membership
requiring a 2/3 majority for removal.
SECTION
8. MEETINGS
The
Board of Directors shall meet as needed to conduct necessary business, at a
minimum of six (6) times a year. The meetings will be open to interested
Members. Notice of the meeting will be posted to the Directors and Members not
less than one week prior to the meeting, and will include a meeting agenda. The
meeting will consist of:
1. Call Meeting to Order, by the
Chairperson (or appointed Officer, or Director if no Officers are present.)
2. Reports (Treasurer, Web
Master/Mistress, Social, Public Relations, Committees)
3. Old business: Spokesperson For and
Against a motion will each be given a reasonable length of time to give their
closing arguments concerning the motion. The Chairperson will summarize the motion
and ask for a vote. Motion will be carried by a majority vote by the present
Membership.
4. New business: Any new motions may be
presented at this time. The initiator of a motion will be given a reasonable
length of time to present their motion to the Membership. Opposing views (if
any) will be given a reasonable length of time to voice their opinion. The
originator of the motion will then be given a reasonable length of time for
rebuttal and to answer any questions.
5. Announcements.
ARTICLE 5
OFFICERS
SECTION
1. NUMBER OF OFFICERS
The
officers of the corporation shall be a Chairperson, a Secretary, and a
Treasurer. The corporation may also have, as determined by the Board of
Directors, an Assistant Chairperson, Assistant Secretaries, Assistant Treasurers,
or other officers. Any number of offices may be held by the same person except
that neither the Secretary nor the Treasurer may serve as the Chairperson.
SECTION
2. QUALIFICATIONS
Any
SCPN Director may be elected to an office. Nominations for office will be made
from Sep. 1 to Oct. 1. Nomination must be seconded and nomination accepted for
office by Oct 1.
SECTION
3. TERMS OF OFFICE
Each
Officer shall be elected by a majority of voting members and shall hold office
for one year and a day, that year being from Nov. 1 through Nov. 1, until the
Officer resigns, or is removed from office. If an Officer is unable to fulfill
a position, the Board members will appoint a replacement until the end of the
term.
SECTION
4. COMPENSATION
Officers
shall serve without compensation except that they shall be allowed reasonable
advancement or reimbursement of expenses incurred in the performance of their
regular duties as specified in Sections 5, 6 and 7of this Article.
SECTION
5. DUTIES OF CHAIRPERSON
The
Chairperson shall be the chief executive officer of the corporation and shall,
subject to the control of the Board of Directors, supervise and control the
affairs of the corporation and the activities of the officers. He or she shall
perform all duties incident to his or her office and such other duties as may
be required by law, by the Articles of Incorporation of this corporation, or by
these Bylaws, or which may be prescribed from time to time by the Board of
Directors. Unless another person is specifically appointed as Chairperson of
the Board of Directors, he or she shall preside at all meetings of the Board of
Directors. If applicable, the Chairperson shall preside at all meetings of the
members. Except as otherwise expressly provided by law, by the Articles of Incorporation,
or by these Bylaws, he or she shall, in the name of the corporation, execute
such deeds, mortgages, bonds, contracts, checks, or other instruments which may
from time to time be authorized by the Board of Directors.
SECTION
6. DUTIES OF SECRETARY
The
Secretary shall:
·
Certify and
keep at the principal office of the corporation the original, or a copy of
these Bylaws as amended or otherwise altered to date.
·
Keep at the
principal office of the corporation or at such other place as the Board may
determine, a book of minutes of all meetings of the directors, and, if
applicable, meetings of committees of directors and of members, recording
therein the time and place of holding, whether regular or special, how called,
how notice thereof was given, the names of those present or represented at the
meeting, and the proceedings thereof.
·
See that all
notices are duly given in accordance with the provisions of these Bylaws or as
required by law.
·
Be custodian
of the records and of the seal of the corporation and see that the seal is
affixed to all duly executed documents, the execution of which on behalf of the
corporation under its seal is authorized by law or these Bylaws.
·
Keep at the
principal office of the corporation a membership book containing the name and
address of each and any members, and, in the case where any membership has been
terminated, he or she shall record such fact in the membership book together
with the date on which such membership ceased.
·
Exhibit at
all reasonable times to any director of the corporation, or to his or her agent
or attorney, on request therefore, the Bylaws, the membership book, and the
minutes of the proceedings of the directors of the corporation.
·
Email meeting
minutes to Biz List for approval by board members. When a quorum (five [5] members) has approved place the minutes
on the web page.
In general, perform all duties incident
to the office of Secretary and such other duties as may be required by law, by
the Articles of Incorporation of this corporation, or by these Bylaws, or which
may be assigned to him or her from time to time by the Board of Directors.
SECTION 7. DUTIES OF TREASURER
Subject to the provisions of these
Bylaws relating to the “Execution of Instruments, Deposits and Funds,” the
Treasurer shall:
·
Have charge
and custody of, and be responsible for, all funds and securities of the
corporation, and deposit all such funds in the name of the corporation in such
banks, trust companies, or other depositories as shall be selected by the Board
of Directors.
·
Receive, and
give receipt for, moneys due and payable to the corporation from any source
whatsoever.
·
Disburse, or
cause to be disbursed, the funds of the corporation as may be directed by the
Board of Directors, taking proper vouchers for such disbursements.
·
Keep and
maintain adequate and correct accounts of the corporation’s properties and
business transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains and losses.
·
Exhibit at
all reasonable times the books of account and financial records to any director
of the corporation, or to his or her agent or attorney, on request therefore.
·
Render to the
Chairperson and directors, whenever requested, an account of any or all of his
or her transactions as Treasurer and of the financial condition of the
corporation.
·
Prepare, or
cause to be prepared, and certify, or cause to be certified, the financial
statements to be included in any required reports.
In
general, perform all duties incident to the office of Treasurer and such other
duties as may be required by law, by the Articles of Incorporation of the
corporation, or by these Bylaws, or which may be assigned to him or her from
time to time by the Board of Directors.
Board
members may be removed from office either by board consent or by petition of
the membership with 2/3 of the adult members' signatures. Cause for removal
must be stated with the acceptable causes being:
1. Failure to fulfill the duties of
office;
2. Engagement in public behavior
'unbecoming the office' while representing THE SCPN;
3. Conviction of a felony while in office.
The
Officer shall be served with a written warning or rebuke and a Board review to
determine if removal is warranted. Decisions for removal can be appealed within
1 month. The appeal will be presented to the general membership requiring a 2/3
majority for removal.
If
an Officer is removed from office, they will also be removed from the Board of
Directors.
ARTICLE 6
COMMITTEES
SECTION
1. EXECUTIVE COMMITTEE
The
Board of Directors may, by a majority vote of directors, designate two (2)or
more of its members (who may also be serving as officers of this corporation)
to constitute an Executive Committee and delegate to such Committee any of the
powers and authority of the Board in the management of the business and
affairs
of the corporation, except with respect to:
a) The approval of any action which, under
law or the provisions of these Bylaws, requires the approval of the members or
of a majority of all of the members.
b) The filling of vacancies on the Board
or on any committee which has the authority of the Board.
c) The fixing of compensation of the
directors for serving on the Board or on any committee.
d) The amendment or repeal of Bylaws or
the adoption of new Bylaws.
e) The amendment or repeal or any
resolution of the Board which by its express terms is not so ammendable or
repeal-able.
f) The appointment of committees of the
Board or the members thereof.
By
a majority vote of its members then in office, the Board may at any time revoke
or modify any or all of the authority so delegated, increase or decrease but
not below two (2) the number of its members, and fill vacancies therein from
the members of the Board. The Committee shall keep regular minutes of its
proceedings, cause them to be filed with the corporate records, and report the
same to the Board from time to time as the Board may require.
SECTION
2. OTHER COMMITTEES
The
Corporation shall have such other committees as may from time to time be
designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also
members of the Board. These additional committees shall act in an advisory
capacity only to the Board and shall be clearly titled as “advisory”
committees.
SECTION
3. MEETINGS AND ACTION OF COMMITTEES
Meetings
and action of committees shall be governed by, noticed, held and taken in
accordance with the provisions of these Bylaws concerning meetings of the Board
of Directors, with such changes
in
the context of such Bylaw provisions as are necessary to substitute the
committee and its members for the Board of Directors and its members, except
that the time for regular meetings of committees may be fixed by resolution of
the Board of Directors or by the committee. The time for special meetings of
committees may also be fixed by the Board of Directors. The Board of Directors
may also adopt rules and regulations pertaining to the conduct of meetings of
committees to the extent that such
rules
and regulations are not inconsistent with the provisions of these Bylaws.
(Meetings and Actions of Committees shall be consistent with the provisions and
regulations given within these Bylaws.)
ARTICLE 7
MEETINGS
AND COMMUNICATIONS
SECTION
1. GENERAL MEETING
The
General Meetings shall be once a month. Place and time for meeting will be
determined by the board.
SECTION
2. SPECIAL MEETING
Special
meetings can be called by the Directors with a one week notice. Emergency
meetings of the Board can be called without notice by 1 Officer, or if 3 or more
Directors agree to call the meeting.
SECTION
3. AVAILABILITY AND NOTICES
SCPN
General Meetings will be open to the general public. Meeting notes and special
notices will be available to the general public via the SCPN web site,
displayed brochures, or any Board approved method of advertisement.
SECTION
4. WEBSITE
The
SCPN will maintain a web site and email address to post meeting notices, notes
and other information of interest to SCPN members and the public at large.
ARTICLE 8
FINANCES
SECTION
1. FISCAL YEAR
The
fiscal year for the SCPN shall be from November 1 to October 31.
SECTION
2. EXECUTION OF INSTRUMENTS
The
Board of Directors, except as otherwise provided in these Bylaws, may by
resolution authorize any officer or agent of the corporation to enter into 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 confined to specific instances. Unless so authorized, no officer,
agent, or employee shall have any power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it liable
monetarily for any purpose or in any amount.
(Unless authorized by the Board, no Officer or Director will cause the
SCPN to be liable for any expense i.e. the Social Coordinator will not agree to
a deposit for camp sites unless authorized by the Board of Directors.)
SECTION
3. BANK ACCOUNT
The
SCPN will maintain a bank account with a minimum of three signatories
authorized and requiring 2 signatures on checks. One signature must be the Chairperson or Treasurer and the other
being an authorized Board Member.
SECTION
4. EXPENDITURES
The
Board will approve all extraordinary expenditures beyond those necessary for
the operation and maintenance of the Corporation.
SECTION 5. DISSOLUTION
If it becomes necessary for the SCPN to dissolve, all assets will be donated to a nonprofit organization to be chosen by the acting Board.
SECTION
6. GIFTS
The
Board of Directors may accept on behalf of the corporation any contribution,
gift, bequest, or device for the purposes of this corporation.
ARTICLE 9
CONFLICT OF INTEREST
POLICY
SECTION 1. PURPOSE.
The purpose of the
conflict of interest policy is to protect this tax-exempt organization’s
(Sonoma County Pagan Network) interest when it is contemplating entering into a
transaction or arrangement that might benefit the private interest of an
officer or director of the Sonoma County Pagan Network or might result in a
possible excess benefit transaction. This policy is intended to supplement but
not replace any applicable state and federal laws governing conflict of
interest applicable to nonprofit and charitable organizations.
SECTION 2. DEFINITIONS.
1. Interested Person. Any director, principal officer, or member of a
committee with governing board delegated powers, which has a direct or indirect
financial interest, as defined below, is an interested person.
2. Financial Interest. A person has a financial interest if the person
has, directly or indirectly, through business, investment, or family:
a.
An ownership or investment interest in any
entity with which the Sonoma County Pagan Network has a transaction or
arrangement,
b.
A compensation arrangement with the Sonoma
County Pagan Network or with any entity or individual with which the Sonoma
County Pagan Network has a transaction or arrangement, or
c.
A potential ownership or investment interest
in, or compensation arrangement with, any entity or individual with which the
Sonoma County Pagan Network is negotiating a transaction or arrangement.
3. Compensation. Compensation includes direct and indirect remuneration as
well as gifts or favors that are not insubstantial. A financial interest is not
necessarily a conflict of interest. Under Article III, Section 2, a person who
has a financial interest may have a conflict of interest only if the
appropriate governing board or committee decides that a conflict of interest
exists.
SECTION 3. PROCEDURES.
a. An interested person may make a presentation at the governing board or
committee meeting, but after the presentation, he/she shall leave the meeting
during the discussion of, and the vote on, the transaction or arrangement
involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if
appropriate, appoint a disinterested person or committee to investigate
alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall
determine whether the Sonoma County Pagan Network can obtain with reasonable
efforts a more advantageous transaction or arrangement from a person or entity
that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably
possible under circumstances not producing a conflict of interest, the
governing board or committee shall determine by a majority vote of the
disinterested directors whether the transaction or arrangement is in the Sonoma
County Pagan Network’s best interest, for its own benefit, and whether it is
fair and reasonable. In conformity with the above determination it shall make
its decision as to whether to enter into the transaction or arrangement.
a. If the governing board or committee has reasonable cause to believe a
member has failed to disclose actual or possible conflicts of interest, it
shall inform the member of the basis for such belief and afford the member an
opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further
investigation as warranted by the circumstances, the governing board or
committee determines the member has failed to disclose an actual or possible
conflict of interest, it shall take appropriate disciplinary and corrective
action.
ARTICLE 10
AMENDMENTS
SECTION
1.
These
Bylaws can be amended by the Board. Any Member of the
SCPN
may propose an amendment to the Board. The Board will then review the proposal
and create a written form to be presented to the general Membership 30 days
before the Board votes on the issue.
Read
and Approved by the following Board Members
_____________________________________ _________________
Chairperson Date
_____________________________________
Printed
Name
_____________________________________ _________________
Secretary Date
_____________________________________
Printed
Name
_____________________________________ _________________
Treasurer Date
_____________________________________
Printed
Name
_____________________________________ _________________
Date
_____________________________________
Printed
Name
_____________________________________ _________________
Date
_____________________________________
Printed
Name
_____________________________________ _________________