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Bylaws of Reclaiming Collective, A California Religious Corporation

Table of Contents

  • Article 1. Offices
  • Article 2. Purposes
  • Article 3. Members
  • Article 4. Officers
  • Article 5. Committees and Cells
  • Article 6. Execution of Instruments, Deposits and Funds
  • Article 7. Corporate Records, Reports and Seal
  • Article 8. Fiscal Year
  • Article 9. Amendment of Bylaws
  • Article 10. Prohibition Against Sharing Corporate Profits and Assets

BYLAWS OF RECLAIMING COLLECTIVE, A CALIFORNIA RELIGIOUS CORPORATION

ARTICLE 1
OFFICES

SECTION 1. PRINCIPAL OFFICE. The principal office of the corporation (hereinafter "Collective") for the transaction of its business is located in San Francisco County, California.

SECTION 2. CHANGE OF ADDRESS. The county of the Collective's principal office can be changed only by amendment of these Bylaws and not otherwise. The Members 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:________________, 19______

____________________________________________ Dated:________________, 19______

____________________________________________ Dated:________________, 19______

SECTION 3. OTHER OFFICES. The Collective may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Members may, from time to time, designate.

ARTICLE 2
PURPOSES

SECTION 1. OBJECTIVES AND PURPOSES. The primary objectives and purposes of the Collective shall be to worship the Goddess and the Old Gods; to celebrate the ancient sacred holidays of the Wheel of the Year and the cycles of Nature; to provide religious education.

ARTICLE 3
MEMBERS

SECTION 1. NUMBER. The Collective shall have as many Members at any one time as the Members consensually agree upon.

SECTION 2. MEMBERSHIP.

  1. The Collective recognizes the following categories of membership:
  1. Active Members: Members who have attended at least one regular meeting in the previous year; and
  2. Members on Leaves of Absence: Members who have informed the Collective that they are taking a leave of absence, during which time they will not attend regular meetings and may or may not participate in other Collective activities. At the end of one year, the Member on leave may resume active membership by attending a regular meeting or by informing the Collective that s/he wishes to extend the leave of absence; otherwise, her or his membership expires.
  1. Candidates shall be proposed for membership by a sponsoring Member at a regular meeting. The sponsoring Member shall contact any and all Members who were absent to convey the proposal for membership. In addition, those who have been Active Members in the past may request renewed membership at a regular meeting without the sponsorship of a current Active Member, providing that they also contact any and all Members who were absent to convey the request for renewed membership. Membership shall be approved at the following regular meeting. Approval for membership must be unanimous, except that a Member may stand aside, indicating neither approval nor disapproval of the proposal for membership.

SECTION 3. POWERS. Subject to the provisions of the California Nonprofit Religious Corporation 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 of this Collective, the activities and affairs of this Collective shall be conducted and all corporate powers shall be exercised by or under the directions of the Members.

SECTION 4. DUTIES. It shall be the duty of the Members to:

  1. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of the Collective, or by these Bylaws;
  2. 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 Collective;
  3. Meet at such times and places as required by these Bylaws, attending at least one regular meeting per year in order to remain active Members; and
  4. Register their current mailing addresses and telephone numbers with the Scribe of the Collective. The record of names and addresses of the Members of this Collective shall constitute the membership list of this Collective and shall not be used, in whole or part, by any person for any person not reasonably related to a Member's interest as a Member.

SECTION 5. NOTICE.

  1. Notice of meetings, decisions and other Collective business mailed, telephoned or telegraphed to the Member at the address or telephone number s/he has last provided to the Scribe shall be valid notice thereof.
  2. Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless approved by consensus of all Members, active or on-leave, or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice:
    1. Adoption, amendment or repeal the Bylaws pursuant to Section 9150(b) of the California Corporations Code;
    2. Removal of Member pursuant to Section 9222 of the California Corporations Code;
    3. Amendment of the Articles of Incorporation pursuant to Sections 9620 and 5812 of the California Corporations Code;
    4. Disposal of all, or substantially all, corporate assets pursuant to Section 9631(a) of the California Corporations Code;
    5. Approval of the principal terms of a merger pursuant to Section 9640(c) of the California Corporations Code;
    6. Amendments to an agreement of merger pursuant to Section 6015(a) and 9640 of the California Corporations Code; and
    7. A decision to voluntarily wind up and dissolve the Collective pursuant to Section 9680(b) of the California Corporations Code.

SECTION 6. TERMS OF MEMBERSHIP. Each Member shall remain a member indefinitely, until s/he resigns or until all other Members consensually agree to exclude her or him from membership, subject to the provisions of Sections 11 and 12 of this Article.

SECTION 7. RIGHTS ON TERMINATION OF MEMBERSHIP. All rights and powers of a Member in the Collective shall cease on termination of membership as herein provided.

SECTION 8. NON-TRANSFERABILITY OF MEMBERSHIPS. No Member may transfer a membership or any right arising therefrom. All rights of membership cease upon the Member's death.

SECTION 9. COMPENSATION. Members shall serve without compensation, except when the Members determine consensually that compensation is appropriate. They may be allowed reasonable advancement or reimbursement of expenses incurred in connection with approved Collective activities. Requests (with receipts, where applicable) for reimbursable expenses must be submitted to the Pursewarden within ninety (90) days of incurring the expense; otherwise, right to reimbursement is waived.

SECTION 10. PLACE OF MEETINGS. Meetings shall be held at various places within or without the State of California which have been designated from time to time by the Members. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Members participating in such meeting can communicate directly with one another.

SECTION 11. REGULAR AND ANNUAL MEETINGS. Regular meetings of Members shall be held quarterly on any day of the week, including Saturday or Sunday, within one (1) calendar month of Winter Solstice, Spring Equinox, Summer Solstice and Fall Equinox, at 1:00 p.m., or at such other day and time as may be decided by the Members by consensus.

SECTION 12. NOTICE OF MEETINGS. Regular meetings of the Members shall be held as they are scheduled at the preceding meeting. Absent Members shall inquire of Members who were present as to the date, time and location of the next meeting.

SECTION 13. CONDUCT OF MEETINGS.

  1. Meetings of the Members shall be presided over by a volunteer Member facilitator. The Scribe of the Collective or a volunteer Member shall act as secretary at each meeting of the Members.
  2. Meetings shall be governed by consensus. Consensus decisions require the agreement of all Members present, except that a Member can stand aside on an issue of decision, meaning s/he neither agrees nor disagrees, without preventing the Collective from reaching a decision. However, in the exceptional case of a Member having such strong moral objections to a particular decision that s/he cannot agree to it and feels compelled to prevent it, then s/he may block the decision. In the case of a block, the proposed action is not taken.

SECTION 14. QUORUM FOR MEETINGS. All decisions of the Collective shall be by consensus of all Members present at any meeting, subject to the provisions of Article 3, Sections 2.A, 5.B and 6 of these Bylaws.

SECTION 15. DECISION-MAKING WITHOUT MEETING.

  1. If a Collective decision is required prior to the next scheduled meeting the Member requiring a decision may (i) contact all Active Members via a telephone tree; or (ii) convene a special meeting for the purpose of achieving consensus on the issue.
  2. Except as otherwise provided in these Bylaws, any action required or permitted to be taken by the Members may be taken without a meeting, if all Members shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the Members. The action by written consent shall have the same force and effect as a consensus decision of the Members.

SECTION 16. NON-LIABILITY OF MEMBERS. The Members shall not be personally liable for the debts, liabilities or other obligations of the Collective.

SECTION 17. INDEMNIFICATION BY CORPORATION OF MEMBERS, OFFICERS, EMPLOYEES AND OTHER AGENTS. When a person who is, or was, a Member, officer, employee or other agent of this Collective has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that s/he is, or was, an agent of the Collective, or has been successful in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connections with such proceeding, to the extent that the resources of the Collective allow.

If such person either settles any such claim or sustains a judgment against her or him, then indemnification against expenses, judgments, fines, settlements and other amount reasonably incurred in connection with such proceedings shall be provided by this Collective to the extent the resources of the Collective allow and only to the extent allowed by, and in accordance with the requirements of, Section 9246 of the California Nonprofit Religious Corporation Law.

SECTION 18. INSURANCE FOR CORPORATE AGENTS. The Members may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Collective (including a Member, officer, employee or other agent of the Collective) against any liability other than for violating provisions of law relating to self-dealing (Section 9243 of the California Nonprofit Religious Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Collective would have the power to indemnify the agent against such liability under the provisions of Section 9246 of the California Nonprofit Religious Corporation Law.

ARTICLE 4
OFFICERS

SECTION 1. NUMBER OF OFFICERS. The officers of the Collective shall be a Scribe and Chief Financial Officer who shall be designated the Pursewarden. The Collective may also have, as consensually determined by the Members, other officers.

SECTION 2. QUALIFICATIONS, SELECTION AND TERM OF OFFICE. Any Member may serve as Scribe or Pursewarden of this Collective. Officers shall be selected by consensus of the Members, at any time, and each officer shall hold office until s/he resigns or is removed or otherwise disqualified to serve, or until her or his successor is selected and qualified.

SECTION 3. SPECIAL OFFICERS. The Members may choose such other officers or agents as they may deem desirable, and such officers shall serve such terms, have such authority and perform such duties as may be prescribed from time to time by the Members. Offices include, but are not limited to, such positions as Coordinator of an ongoing project, such as the Newsletter; Coordinator of a special project, such as creation of a workbook, to production of a cassette tape recording; or Coordinator of an event, such as a public ritual.

SECTION 4. REMOVAL AND RESIGNATION. Any officer may be removed by the Members at any time. Any officer may resign at any time by giving clear and express notice, preferably to all Members at a regular meeting, or in the alternative, to any Active Member.

SECTION 5. VACANCIES. Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the selection of a replacement by consensus of the Members.

SECTION 6. DUTIES OF SCRIBE. The Scribe, or her or his designed agent selected from among the Members only, shall:

  1. Certify and keep at the principal office of the Collective, or in the custody of the Scribe, the original, or a copy, of these Bylaws as amended or otherwise altered to date.
  2. Keep at the principal office of the Collective, or in the custody of the Scribe, or at such other place as the Members may determine, a book of minutes of all meetings of the Members, and, if applicable, meetings of Committees or Cells of Members, recording therein the time and place of holding, whether regular or special, the names of those present at the meeting, and the proceedings thereof.
  3. Be custodian of the records of the meetings of the Collective.
  4. Keep at the principal office of the Collective, or in the custody of the Scribe, or at such other place as the Members may determine a record of the current membership containing the name, current address and telephone number of each and any Members.
  5. Exhibit at all reasonable times to any Member of the Collective, or to her or his agent or attorney, on request or demand therefor, the Bylaws, the membership list and the minutes of the proceedings of the Members of the Collective, and report to the Collective at the next regular meeting the fact of such request or demand.
  6. In general, perform all duties incident to the office of Scribe and such other duties as may be required by law, by the Articles of Incorporation of this Collective or by these Bylaws, or which may be assigned to her or him from time to time by the Members.

SECTION 7. DUTIES OF PURSEWARDEN. Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Pursewarden shall:

  1. Have charge and custody of, and be responsible for, all funds and securities of the Collective, and deposit all such funds in the name of the Collective in such banks, trust companies or other depositories as shall be selected by the Members.
  2. Receive, and give receipt for, monies due and payable to the Collective from any source whatsoever.
  3. Disburse, or cause to be disbursed, the funds of the Collective as may be directed by the Members, taking proper vouchers for such disbursements.
  4. Keep and maintain adequate and correct accounts of the Collective's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
  5. Exhibit at all reasonable times the books of account and financial records to any Member of the Collective, or to her or his agent or attorney, on request or demand with five (5) business days' written notice therefor, and report to the Collective at the next regular meeting the fact of such request or demand.
  6. Render to the Members at regular meetings and whenever requested an account of any or all of her or his transactions as Pursewarden and of the financial condition of the Collective.
  7. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
  8. In general, perform all duties incident to the office of Pursewarden and such other duties as may be required by law, by the Articles of Incorporation of the Collective or by these Bylaws, or which may be assigned to her or him from time to time by the Members.

ARTICLE 5
COMMITTEES AND CELLS

SECTION 1. COMMITTEES AND CELLS. The Collective shall have such Committees, or Cells, as may from time to time be designated by resolution of the Members. Such Committees or Cells may include persons who are not also members of the Collective. Members may also designate Advisory Committees or Cells. Advisory Committees or Cells are not authorized to make decisions or to perform acts or to enter agreements in the name of the Collective.

SECTION 2. MEETINGS AND ACTION OF COMMITTEES OR CELLS. Meetings and action of Committees or Cells shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Members, with such changes in the context of such Bylaw provisions as are necessary to substitute the Committee or Cell and its members, except that the time for meetings of Committees or Cells may be fixed by resolution of the members of the Committee or Cell. Records of decisions made by the Cells which affect the Collective shall be provided to the Collective at the next regular meeting of the Collective for inclusion in the Minutes. Committees or Cells 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.

ARTICLE 6
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS. The Members, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Collective to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Collective, 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 Collective by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. A resolution to so authorize any Member must be entered in the written Minutes.

SECTION 2. CHECKS AND NOTES. Except as otherwise specifically determined by resolution of the Members, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Collective shall be signed by the Pursewarden.

SECTION 3. DEPOSITS. All funds of the Collective shall be deposited from time to time to the credit of the Collective in such banks, trust companies or other depositories as the Members may select.

SECTION 4. GIFTS. The Members may accept on behalf of the Collective any contribution, gift, bequest or devise for the religious purposes of this Collective.

ARTICLE 7
CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

  1. The following shall be kept in the custody of the Scribe, unless another place is designated by the Members:
    1. Minutes of all meetings of Members and Cells, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof;
  2. The following shall be kept in the custody of the Pursewarden, unless another place is designated by the Members:
    1. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
    2. A record of its Members, indicating their names and addresses and, if applicable, the category of membership of each member and the inception and termination dates of any membership;
    3. A copy of the Collective's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Members of the Collective at all reasonable times.

SECTION 2. CORPORATE SEAL. The Members may adopt, use and at will alter, a corporate seal. Such seal shall be kept at the principal office of the Collective. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 3. MEMBERS' INSPECTION RIGHTS. Each and every Member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a Member.

  1. To inspect the record of a Members' names and addresses, at reasonable times, upon five (5) business days' prior written demand on the Scribe of the Collective, which demand shall state the purpose for which the inspection is requested.
  2. To inspect at any reasonable time the books, records or minutes of proceedings of the Members, Cells or Committees of the Collective, upon written demand on the Scribe of the Collective by the Member, for a purpose reasonably related to such person's interests as a Member, which shall be stated in the demand.

SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS. Any inspection under the provisions of the Articles may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.

ARTICLE 8
FISCAL YEAR

SECTION 1. FISCAL YEAR OF THE Collective. The fiscal year of the Collective shall begin on November 1 and end on October 31 of each year.

ARTICLE 9
AMENDMENT OF BYLAWS

SECTION 1. AMENDMENT. Subject to any provision of law applicable to the amendment of Bylaws of religious nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted, by approval of the Members, subject to the power of Members to change or repeal these Bylaws under Section 9150 of the Corporations Code.

SECTION 2. CERTAIN AMENDMENTS. Notwithstanding the above section of this Article, the Collective shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation and of the names and addresses of the first Members of this Collective nor the name and address of its initial agent, except to correct an error in such statement or to delete either statement after the Collective has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law.

ARTICLE 10
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS. No Member, officer, employee, or other person connected with this Collective, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Collective, provided, however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for the Collective in effecting any of its religious purposes, provided that such compensation is otherwise permitted by this Bylaws and is fixed by resolution of the Members; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Collective. All Members of the Collective shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the Collective, whether voluntarily or involuntarily, the assets of the Collective, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this Collective and not otherwise.

WRITTEN CONSENT OF MEMBERS ADOPTING BYLAWS

We, the undersigned, are all of the persons named as the initial Members in the Articles of Incorporation of RECLAIMING COLLECTIVE, a California nonprofit corporation, with the exception of those Members who are on a Leave of Absence at the time of the adoption of these Bylaws, and, pursuant to the authority granted to the Members by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of thirteen (13) pages, as the Bylaws of this Collective.

Dated: Samhain-Midwinter '92

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Bylaws of the Collective named in the title thereto and that such Bylaws were duly adopted by the Members of said Collective on the date set forth below.

Dated: Samhain-Midwinter '92