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BYLAWS OF THE PAGAN EDUCATIONAL NETWORKARTICLE I Name , Purpose, & General Information Section I Name: The name of the organization shall be the Pagan Educational Network, Inc. (hereinafter referred to as PEN). Section 2 Purpose: The purposes of PEN shall be educational in accordance with section 501(c)3 of the Internal Revenue Code of 1954, the Articles of Incorporation, and the law. Section 3 Earnings: No part of the net earnings of PEN shall inure to the benefit of, nor be distributable to, its members, trustees, officers, or other private persons, except that the corporation shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 2 above. Section 4 Activities: PEN's main activities shall be educating the public about Paganism and building community through service. PEN shall encourage responsible civic participation but shall not participate in nor intervene (including the publishing or distributing of statements) in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, PEN shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.
ARTICLE II Board of Directors Section 1 Membership: The governing board of PEN shall be the Board of Directors (hereinafter called the Board). The Board shall consist of a minimum of three members. As determined by the Board, additional members may be added in accordance with a membership system devised by the Board that is in accordance with these Bylaws, the Articles of Incorporation, and the law. Section 2 Duties & Powers: The duties and powers of PEN shall be vested in the Board. It shall manage, control, and have charge of the affairs, personnel reviews, funds (including acceptance of contributions of gifts and property to PEN). It shall fill vacancies among the Board for unexpired terms and shall have the power and authority to do and perform all acts and functions consistent with these Bylaws, the Articles of Incorporation, Section 501(c)3 of the Internal Revenue Code of 1954, and the law. Section 3 Annual and Regular Meetings: The Annual Meeting shall be held in the month of June at such a place and time as shall be designated by the Board. The purpose of the Annual Meeting shall be to review the annual operations of PEN and to transact such other business as may come before the meeting. Written notice of the Annual Meeting shall be mailed to each member at least two weeks before the date of the Annual Meeting. Regular meetings of the Board shall be held at any convenient time and location designated by the Board. Section 4 Decision-making Process and Manner of Acting: It is expected that consensus decision making will be used by the Board. If the consensus process should fail, the majority shall prevail. Section 5 Special Meetings: Special Meetings may be called by the Board and can be held at any convenient location. Notice of a special meeting shall be mailed to all members at least one week before the date of the special meeting. Section 6 Appointment to the Board, Term of Office, Vacancies, and Removal: Appointment to the Board shall be made by the Board of Directors, with recommendations and from PEN members. Members of the Board shall make a one-year commitment to serve on the Board. Commitments will be reviewed and can be renewed at the end of the one-year term. Vacancies on the Board due to a decision not to recommit, death, resignation, removal, disqualification, or otherwise shall be filled by the Board. Any Board member may be removed when, in the judgement of the Board, they have failed to fulfill their obligations as a Board member. The regular decision-making process (Article II, Section 4) shall be used to determine removal of a member. Section 7 Quorum: A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a majority of Board members is present at a meeting, the meeting may be adjourned. Section 8 Informal Action by the Board of Directors: Any action required by law to be taken at a meeting of the Board, or any action which may be taken at a meeting of the Board, may be taken without a meeting if consent in writing shall be signed by the majority of the Board. Section 9 Proxies: A member of the Board may, at any meeting, vote by proxy. The proxy shall be assigned and in the possession of the person designated to act on behalf of the absent Board member at the time of the meeting. Section 10 Committees of the Board: At its discretion, the Board shall have the ability to appoint committees. Such committees shall act in an advisory capacity.
ARTICLE III Officers of PEN Section I Officers: The officers of PEN shall be as follows: President, Vice-President, Secretary, and Secretary/Treasurer. No more than one office may be held at any time by any one individual. Section 2 Election and Term of Office: The officers shall be elected every year at the Annual Meeting. If the election of officers is not held at such meeting, it shall be held as soon as possible thereafter. Each officer shall hold office until a successor shall have been duly elected and qualified. Section 3 Removal: Any officer elected by the Board may be removed from the Board, with or without cause, following the regular decision-making process outlined in Article II Section 4. Section 5 President: There will be a President. The President shall have duties as assigned. Section 6 Vice-President: There will be a Vice-President. The Vice-President shall have duties as assigned. Section 7 Secretary/Treasurer: There will be a Secretary/Treasurer. The Secretary/Treasurer shall have duties as assigned. When necessary, this position may be split into two positions, that of Secretary, and that of Treasurer. Section 8 Sharing of Responsibilities: The organizational, fiscal, corporate, and legal duties of the corporation shall be the responsibility of all Board members equally. When necessary, the Board will appoint individuals to carry out specific tasks including the convening of meetings, keeping and reporting of financial records, signing of contracts or other instruments, and entering into agreements necessary to carrying out the objectives of the Corporation.
ARTICLE IV General Membership Section 1 Method of Acceptance for Membership: Members of PEN shall be those who complete the application agreement, pay the membership fee, and abide by the Guidelines of PEN. Section 2 Types of Membership: Individuals who fulfill the requirements for membership and who indicate they wish to make their faith public shall be known as Grove members. Individuals who fulfill the requirements for membership and who indicate they wish to keep their faith private shall be known as Associate members. Section 3 Denial or Suspension of Rights: The Board shall have the authority to deny or suspend the rights of membership to individuals or groups whose actions or statements are found not to be in keeping with the principles and Guidelines of PEN. Such decisions shall be made in accordance with Article II Section 4. Section 4 Voluntary Termination of Rights by Member: Members may at any time terminate their formal affiliation by requesting to be removed from active membership.
ARTICLE V Subscriptions Section 1 Method of Acceptance for Subscribers: Subscribers to the PEN newsletter shall be those who complete the application agreement and pay the subscription fee.
ARTICLE VI Fiscal Year Section 1 Fiscal Year: The fiscal year of PEN shall begin on the first day of January in each year and end at midnight on the 31st of December each year.
ARTICLE VII Administration of PEN Section 1 Authorities and Duties: The Board shall be responsible for the management of PEN, including responsibility for general programming and activities, fiscal monitoring, and staffing duties. It shall have all authority and responsibility necessary to operate PEN and all its activities, subject only to such policies as may be adopted and such orders as may be issued by the Board. The Board shall have the power to appoint individuals to carry out specific duties.
ARTICLE VIII Seal The Board shall provide a corporate seal which shall be the name of the Corporation in a circle.
ARTICLE IX Amendments These Bylaws may be amended by using the regular decision-making process outlined in Article II Section 4 at any regular or special meetings of the Board, providing that a full presentation of such proposed amendments shall have been published in a notice calling the meeting and shall have been sent to each Board member at least ten days in advance.
ARTICLE X Dissolution Upon dissolution of PEN, the Board shall, after the paying or making provisions for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such a manner, or to such organization/s organized and operated exclusively for charitable, educational, or religious purposes as shall at the time qualify as an exempt organization/s under section 501(c)3 of the Internal Revenue Code of 1954 ( or the corresponding provision of any future United States Revenue Law), as the Board shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization/s, as the Court shall determine, which are organized and operated exclusively for such purposes. ADOPTED BY THE BOARD 01 JANUARY 1998 |
