Nomenus Bylaws

BYLAWS OF NOMENUS
A California Non-Profit Religious Corporation(last amended 4/14/2013)

Article I. NAME
The name of this corporation is Nomenus.

Article II. OFFICES OF THE CORPORATION

Section 1.
The principal office for the transaction of the business affairs and
activities of the corporation is located at 4525 Lower Wolf Creek Road,
Wolf Creek, Josephine County, Oregon. The principal office of the
corporation in California is located at 519 Castro Street, San Francisco
County, San Francisco, California. The membership may change the
principal office from one location to another. Any change of location of
the principal offices shall be noted by the secretary on these bylaws
opposite this Section, or this Section may be amended to state the new
location.

Section 2.
The membership may at any time establish branch or subordinate offices
at any place or places where the corporation is qualified to conduct its
activities.

Article III. GENERAL PURPOSES

Section 1.
A. Nomenus exists to create, preserve and
manage places of cultural/spiritual sanctuary, for radical Faeries and
their friends to gather in harmony with nature, for renewal, growth and
shared learning.*
B. This corporation is a religious
corporation and is not organized for the private gain of any person. It
is organized under the Nonprofit Religious Corporation Law exclusively
for religious purposes.
*See Article X, Amendments, 1988

Article IV. RIGHTS AND DUTIES OF MEMBERSHIP/DIRECTORS

Section 1. Qualifications and Number of Members/Directors.

A. Membership in Nomenus is open to any self-identified Radical Faerie or friend who:

  • Supports our mission (Article III)
  • Supports the current Seeds of Unity and Interaction Agreements, as adopted by Great Circle
  • Agrees to practice consensus decision-making (Article IV, 3.E.1-6)
  • Makes a service commitment, and
  • Submits a membership form.

Membership must be renewed annually. Great Circle is empowered to implement specific details of the membership program.

B. The members of the corporation at any given
time are the directors of the corporation and are empowered to make
policy for the corporation, following the procedures described in this
article, and have such other powers as are set forth in these by laws.

C. The membership shall consist of at least two members. There is no upper limit to the number of members.

D. Any of the following events may cause the
cessation of membership: 1) by resignation of that member, 2) exclusion
of a member by consensus of the other members at a semi-annual meeting
or at a special meeting called for that purpose, as described in Article
IV, Section 3.B and Section 3.C.2.c., of these bylaws.

Section 2. Powers of Membership/Directors.

A. General Corporate Powers. Subject to the
provisions and limitations of applicable laws, the temporal activities,
business and affairs of the corporation shall be managed, and all
corporate powers shall be exercised by or under the direction of the
membership.

B. Specific Powers. Without prejudice to the
general powers set forth in Article IV. Section 2.A. of these bylaws,
but subject to the same limitations, the membership shall have the
following powers enumerated in these bylaws:
1. To select and remove at the pleasure of the
membership all officers, agents and employees; to prescribe powers and
duties for them as may be consistent with law, the articles of
incorporation, and these bylaws; to fix their compensation; and to
require from them security for faithful service.
2. To conduct, manage, and control the temporal
affairs and activities of the corporation and make such rules and
regulations for this purpose, consistent with law, the articles of
incorporation, and these bylaws, as they may deem best.
3. To adopt and use a corporate seal, and alter the form of seal.
4. To borrow money and incur indebtedness on
behalf of the corporation, and cause to be executed and delivered for
the corporation’s purposes, in the corporate name, promissory notes,
bonds, debentures, deeds of trust, mortgages, pledges, hypothecations,
and other evidence of debt and securities.

Section 3. Membership Meetings.

A. Semi-Annual Meetings.
1. Membership meetings shall be held
semi-annually, on the dates (currently Spring and Fall) and at the
places (at least one Great Circle at Wolf Creek each year and one in
some other city) designated by consensus of the members at the previous
meeting, which shall be published to the membership.
2. The number of members present at a regularly
scheduled semi-annual meeting shall constitute a quorum for the
transaction of business at that meeting.

B. Special Meetings.
1. Authority to Call. Special meetings of the
members for any purpose, except as limited by Article IV, Section
3.C.1., may be called at any time by at least ten percent of the
members, on petition to the secretary of the corporation, who shall
publish notice to the full membership.
2. Notice.
a. Manner of Giving Notice. Notice of the time and
place of special meetings shall be given to each member by one of the
following methods: 1) by personal delivery of written notice; 2) by
first class mail; 3) by telephone, either directly to the member or to a
person at the member’s residence or office who would reasonably be
expected to communicate that notice promptly to the member; or 4) by
telegram, charges prepaid. All such notices shall be given or sent to
the member’s address or telephone number as shown on the records of the
corporation.
b. Time Requirements. Notice of a special meeting
of the membership shall be delivered at such a time that the members
have at least fourteen days’ notice before the time set for the meeting.
c. Notice Contents. The notice of a special
meeting of the membership shall state the time of the meeting, the
place, and the purpose of the meeting.
3. Quorum. A quorum for a special meeting shall consist of 40 percent of the then-current membership.

C. Powers of Semi-Annual and Special Meetings.
1. Articles of incorporation and bylaws may only be amended at semi-annual meetings.
2. The following actions may only be taken at semi-annual or special meetings:
a. Appointment or removal of officers;
b. Appointment or removal of executive committee members;
c. Removal of members;
d. Authorization of budget and expenditures.

D. Electronic Participation
1. Members of the board may participate in a
meeting through use of conference telephone, electronic video screen
communication, or other communications equipment. Participation in a
meeting through use of conference telephone pursuant to this subdivision
constitutes presence in person at that meeting as long as all members
participating in the meeting are able to hear one another. Participation
in a meeting through use of electronic video screen communication or
other communications equipment (other than conference telephone)
pursuant to this subdivision constitutes presence in person at that
meeting, if all of the following apply:
a. Each member participating in the meeting can communicate with all of the other members concurrently.
b. Each member is provided the means of
participation in all matters before the board, including, without
limitation, the capacity to propose, or to interpose as objection to, a
specific action to be taken by the corporation.
c. The corporation adopts and implements some means of verifying both of the following:
(1) A person participating in the meeting is a director of other person entitled to participate in the board meeting.
(2) All actions of or votes by the board are taken or cast only by the directors and not by persons who are not directors.

E. Agenda. The Agenda for any meeting will be set by agreement of those present at the beginning of the meeting.

F. Decision Making.
1. Consensus. All decisions made and actions taken
by the membership shall be by consensus as defined in part 5 of this
subsection.
2. Authority to Submit Proposals. Any member may submit a proposal for the membership’s consideration.
3. Publication of Proposals. Proposals to be
considered at a regular semi-annual meeting shall be published to the
membership in advance of the meeting whenever possible. Proposals to be
considered at a special meeting must be published along with the notice
of the meeting.
4. Presentation and Discussion of Proposals. A
proposal will be presented by the author or other advocate, and then
discussed by the members present. After all who wish to speak on the
subject have had a chance to do so, any member may ask for a test for
consensus on the proposal.
5. Testing for Consensus.
A member may choose:
(1) to agree with the proposal (agreement means a member is in definite alignment with the proposal),
(2) to have reservations with the
proposal (to have reservations means a member disagrees, but would be
willing to allow implementation),
(3) to stand aside from proposal (to
stand aside means a member strongly disagrees with proposal, but will
not block implementation),
(4) to block a proposal (blocking means a member has a paramount objection that the proposal violates our mission or principles of unity, and
is pledged to help find an alternative) Consensus is reached when no
members are blocking the proposal and when those participating in the
decision agree consensus has been reached.
6. Failure to Reach Consensus. If it appears that
consensus cannot be reached in a timely manner, those present may agree
to end discussion and record the views expressed, in the following
manner: Poll those present to determine the degree of support for each
position expressed; and record all views for consideration in the
formulation of future proposals.

Section 4. Action Without A Meeting.

A. Any action that the members are required or
permitted to take may be taken without a meeting if all members of the
corporation, individually or collectively, consent in writing to that
action. Such action by written consent shall have the same force and
effect as the consensus of the membership. Such consents shall be filed
with the minutes of the proceedings of the membership.

B. The Emergency Decision Committee.

1. Action without a meeting of the membership
may be taken by the Emergency Decision Committee, which shall consist of
the chief Financial Officer, the Corporate Secretary, the Corresponding
Secretary (if any) and:
a. Two additional members selected at each Great
Circle. Each Great Circle shall also select two alternate members who
will be contacted if primary Committee members chosen by that Great
Circle are unable or unwilling to participate in an emergency decision.
b. One member selected by each functioning
Coordinating Council, where a Coordinating Council shall be considered
functioning if it has met and submitted minutes within the last three
months. A Coordinating Council may replace a member of the Committee it
has selected whenever that member chooses no longer to serve on the
Committee or the Coordinating Council consenses to select another member
to serve in his place. Each Coordinating Council shall also select at
least one alternate member who will be contacted if the primary member
is unable or unwilling to participate in an emergency decision.
c. The Corporate Secretary is responsible for
maintaining the current membership list of the Emergency Decision
Committee and appropriate contact information for each member and
alternate and publishing that information in the monthly mailing.

2. Action by the Committee and Definition of Emergencies.
a. In order for the Committee to act on behalf of
the membership it must determine that an issue brought before it is an
emergency, defined as follows:
(1) An emergency is any situation for which the
Coordinating Councils have authority to act and that requires that a
decision be made before the next Coordinating Council meetings or the
next Great Circle, whichever comes next, either because of a firm
externally imposed deadline, because a major opportunity is very likely
to be lost is action is not taken sooner, or because a situation has
arisen which is very likely to impact the organization, its members, or
its property negatively and requires very prompt action.
(2) The Committee shall have the power to not act on an issue if it determines by consensus that it is not an emergency.
(3) Initiating an Emergency Decision.
a. Any Nomenus Member may bring an issue to the
attention of the Committee by presenting it to any member of the
Committee. That member will then activate the Emergency Decision
Committee. Any member of the Committee may initiate action on an issue
by contacting as many other members or their designated alternates, if
the members are unavailable. Upon being contacted, each member of the
Committee (or alternate) may choose to participate or not in the
decision to be made. A member or alternate who cannot be contacted shall
be considered not to be participating in a given decision. Each member
of the Committee shall agree to take full and equal responsibility for
the Emergency Decision Committee’s process.

4. Making an Emergency Decision.
a. Any decision that the Committee may make
requires a consensus of the members of the Committee participating in
that decision and the participation of at least five members of the
Committee. If feasible, the members will meet face-to-face at the same
time in the same location. If this is not feasible, the Committee
members will meet in multiple locations by telephone to discuss and
decide the issue under consideration.

5. Reporting of Decisions.
a. Any decisions made by the committee must be
reported to the members at the next Great Circle or Coordinating Council
meetings, whichever comes first, and automatically becomes an agenda
item for those meetings. The subject and decision will also be reported
in writing in the next minutes mailing. The Committee shall designate
one of its members to record each decision and communicate to the next
Great Circle or Coordinating Council meetings.

Section 5. Compensation and Reimbursement.
Members shall receive no compensation for their services in their capacity as directors of the corporation.

Section 6. Committees.

A. Powers and Limitations of Powers of
Committees. The membership may create one or more committees, each
consisting of two or more members or nonmembers of the corporation, to
serve at the pleasure of the membership. Any member may participate in
any committee by informing the committee of his desire to do so.
Nonmembers may also participate at the invitation of the committee. Any
such committee, to the extent provided in the resolution creating it,
shall have all authority of the membership. The powers and duties of the
committee shall be specified by the membership at the creation of the
committee. The powers and duties of the committee may be modified at any
time by the membership. No committee, regardless of membership
resolution, may 1) take any final action on matters that, under
California Nonprofit Religious Corporation law, also requires approval
of the corporate directors; 2) fix compensation of any members for
serving on any committee; 3) amend or repeal bylaws or adopt new bylaws;
4) amend or repeal any membership resolution that by its express terms
is not amendable or repealable.

B. Meetings and Actions of Committees. Meetings
and actions of committees shall be governed by, held, and taken in
accordance with the provisions of these by laws concerning meetings and
other actions, except that the time for regular meetings of such
committees and the calling of special meetings of such committees may be
determined by resolution of the membership or, if there is none, by
resolution of the committee. Minutes of each meeting of any committee
shall be kept and shall be filed with the corporate records. The
membership may adopt rules for the governance of any committee that are
consistent with these bylaws or, in the absence of rules adopted by the
membership, the committee may adopt such rules.

C. Coordinating Council.
1. Powers of Coordinating Council. The membership
may create and empower a coordinating council to manage the affairs of
the corporation, and to coordinate the activities of other committees.
Subject to the provisions and limitation of California Nonprofit
Religious Corporation law and any other applicable laws, the
coordinating council shall advise the membership on the management and
administration of the temporal affairs of the corporation. The
membership may delegate to such committee and of the powers and
authority of the members in the management of the business and affairs
of the corporation, except with respect to those indicated in Article
IV, Section 2.B. of these bylaws.
2. Numbers and Qualification of Coordinating
Council Members. The coordinating council shall consist of at least
three members. There is no upper limit. To qualify as a coordinating
council member, a person must be a current member of the corporation and
must pledge continual, active participation in and support of the
corporation.

Article V. OFFICERS

Section 1. Officers of the Corporation.
The officers of the corporation shall be a president, a secretary, and a
chief financial officer. The corporation may also have, at the
membership’s desecration, one or more vice presidents, one or more
assistant secretaries, one or more assistant financial officers, and
such other officers as may be appointed in accordance with Article V,
Section 3 of these bylaws. Any number of offices may be held by the same
person, except that neither the secretary nor the chief financial
officer may serve concurrently as the president.

Section 2. Election of Officers.
The officers of the corporation, except those appointed under Article 5,
Section 3 of these bylaws, shall be chosen by the membership, acting by
consensus at a special or semi-annual meeting. Each officer shall serve
at the pleasure of the membership, subject to the rights, if any, of
any officer under any contract of employment.

Section 3. Other Officers.
The membership may appoint and may authorize the president or other
officer to appoint any other officers that the business of the
corporation may require, each of whom shall have the title, hold office
for the period, have the authority, and perform the duties determined by
the membership.

Section 4. Term of Office and Removal of Officers.
The term of office of each officer shall commence on the date of his
selection and shall expire at the end of the second following
semi-annual meeting thereafter. There shall be no limit to the number of
times an officer may be re-selected for term of office. Officers may be
removed by a consensus of the members present at a special or
semi-annual meeting, without prejudice to any rights of any officer
under any contract of employment.

Section 5. Resignation of Officers.
Any officer may resign at any time by giving written notice to the
corporation. The resignation shall take effect as of the date the notice
is received or at any later time specified in the notice and, unless
otherwise specified in the notice, the resignation need not be accepted
to be effective. Any resignation shall be without prejudice to any
rights, if any, of the corporation under any contract to which the
officer is party.

Section 6. Vacancies in Offices.
A vacancy in any office because of death, resignation, removal,
disqualification, or any other cause shall be filled in the manner
prescribed in these bylaws for regular appointments to that office,
provided that such vacancies shall be filled as they occur.

Section 7. Responsibilities of Officers.

A. President. The
president shall perform 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 membership. Except as otherwise
expressly provided by law, by the articles of incorporation, or by these
bylaws, the president shall, in the name of the corporation, execute
such deeds, mortgages, bonds, contracts, or other instruments which may
from time to time be authorized by the membership.
1. Job Description.
a. Contacting committee heads a week before meetings to make sure that reports will be
ready.
b. Presiding at all semi-annual and coordinating council meetings.
c. Agenda setting.
d. Can delegate these responsibilities.
e. Check signatory.
f. Negotiating function between different groups, individuals in the organization.
g. Has time/energy to spend on the business of the organization.
h. Making phone calls, asking questions, making sure that there’s
someone to do all the work that needs doing. Encouraging, thanking,
cajoling.
i. On taking office, should read and review all relevant documents, minutes, and history of organization.

B. Vice Presidents. In
the absence or disability of the president, the vice presidents, if any,
in order of their rank as fixed by the membership or, if not ranked, a
vice president designated by the membership, shall perform all duties of
the president. When so acting, a vice president shall have all the
powers of and be subject to all restrictions on the president. The vice
presidents shall have such other powers and perform such other duties as
the membership or the bylaws may prescribe.

C. Secretary.
1. Book of Minutes. The secretary shall keep or
cause to be kept, at the corporation’s principal office or such other
place the membership may direct, a book of minutes of all meetings,
proceedings, and actions of the membership and of committees of the
membership. The minutes of meetings shall include the time and place of
holding, whether the meeting was regular or special and if special, how
authorized, the notice given, and the names of those present at
membership and committee meetings. The secretary shall keep or have kept
at the principal office in California a copy of the articles of
incorporation and bylaws, as amended to date, along with resolutions
adopted by the membership for the purpose of implementing the bylaws.
2. Notices, Seal, and Other Duties.
3. The secretary shall chair the secretarial committee whose responsibilities shall include;
a. taking, publishing and distributing minutes of semi-annual and special meetings of the membership,
b. collecting, publishing and distributing minutes of the local coordinating councils.
c. keep a record of each member/director’s name and address.
d. maintaining the legal records of the corporation,
e. distributing the proposed agenda for coordinating council meetings,
f. collecting incoming mail from the Post Office and distributing it,
g. maintain the corporate archives.
h. maintain the current membership list of the emergency decision
committee and appropriate contact information for each member and
alternate and publish that information in the monthly mailing.

D. Chief Financial Officer.
1. Books of Accounts. The chef financial officer
shall keep and maintain, or cause to be kept and maintained, adequate
and correct books and records of accounts of the corporation’s
properties and business transactions, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained
earnings, and other matters customarily included in financial
statements. The books of account shall be open to inspection by any
member at all reasonable times and shall be turned over to the
membership upon termination as chief financial officer.
2. Deposit and Disbursements of Money and
Valuables. The chief financial officer shall deposit, or cause to be
deposited, all money and other valuables in the name and to the credit
of the corporation with such depositories as the member ship may
designate; shall disburse the corporation’s funds as the membership may
order; shall render to the president and the membership, when requested,
an account of all transactions as chief financial officer and of the
financial condition of the corporation; and shall have such other powers
and perform such other duties as the membership or the bylaws may
prescribe.
3. Additional Duties.
a. Supervises the accountant.
b. Makes clear, accurate, understandable quarterly reports. These are
variance reports, comparing our projected budgets to actual expenses and
income.
c. Chairs Financial Committee.
d. Attends semi-annual meeting.
e. Creates necessary systems of accountability for money given or received from people who are involved in specific projects.
f. Makes or causes to be made budget projections for upcoming year to be presented at semi-annual meetings.

E. Corresponding Secretary.
1. Job Description.
a. Corresponds with donors, pledgers.
b. Picks up mail opens it, and directs it to appropriate person, or answers themselves in a
timely fashion.

Article VI. INDEMNIFICATION

Section 1. Right to Indemnity.
To the fullest extent permitted by law, this corporation may indemnify
its members/directors, officers, employees, and other persons described
in Section 9246(a) of the California Corporations Code, including
persons formerly occupying and positions, against all expenses,
judgments, fines, settlements, and other amounts actually and reasonably
incurred by them in connection with any “proceeding,” as that term is
used in that section and including an action by or in the right of the
corporation, by reason of the fact that such person is or was a person
described by that section. “Expenses,” as used in this bylaw, shall have
the same meaning as in Section 9246(a) of the California Corporations
Code.
Section 2. Approval of Indemnity.
On written request to the membership by any person seeking
indemnification under Section 9256 of the California Corporation Code,
the membership shall promptly determine in accordance with Section 9246
of the California Corporation Code whether the applicable standard of
conduct set forth in that section has been met and, if it has, the
membership may authorize indemnification.
Section 3. Advancement of Expenses.
To the fullest extent permitted by law and except as in otherwise
determined by the membership in a specific instance, expenses incurred
by a person seeking indemnification under Article VI., Sections 1. and
2. of these bylaws in defending any proceeding covered by those Sections
may be advanced by the corporation before final disposition of the
proceeding, on receipt by the corporation of an undertaking by or on
behalf of that person that the advance will be repaid unless it is
ultimately determined that the person is entitled to be indemnified by
the corporation for those expenses.

Article VII. INSURANCE
The corporation shall have the power to purchase and maintain insurance
on behalf of its officers, members/directors, employees, and other
agents against any liability asserted against or incurred by any
officer, member/director, employee, or agent in such capacity or arising
out of the officer’s, members/director’s, employee’s, or agent’s status
as such.

Article VIII. RECORDS AND REPORTS.

Section 1. Maintenance of Corporate Records.
The corporation shall keep:
A. Adequate and correct books and records of accounts;
B. Written minutes of the proceedings of its membership meetings, and meetings of committees of the membership; and
C. A record of each member/director’s name and address.

Section 2. Maintenance of Articles and Bylaws.
The corporation shall keep at its principal office, or if its principal
office is not in California, at its principal business office in this
state, the original or a copy of the articles of incorporation and
bylaws, as amended to date.

Section 3. Inspection by Members/Directors.
Every member/director shall have the right at any reasonable time to
inspect and copy the books, records, and documents and to inspect the
physical properties of the corporation for a purpose related to the
members/directors interests as a member/director, except that the names
and address of members/directors may only be made available at the
discretion of the membership.

Article IX. CONSTRUCTION AND DEFINITIONS.
Unless the context requires otherwise, the general provisions, rules of
construction and definitions in the California Nonprofit Corporation Law
shall govern the construction of these bylaws. Without limiting the
generality of the preceding sentence, the masculine gender includes the
feminine and neuter, the singular number includes the plural, the plural
number includes the singular and the term “person” includes both a
legal entity and a natural person.

Article X. AMENDMENTS.
Bylaws may be adopted, amended or repealed by consensus of the
membership only at a semi-annual meeting. Any changes to these bylaws
shall be noted by the secretary opposite this Section, or this Section
may be amended to state the adopted changes.

Original Bylaws adopted 1985

Amendments – 1987
Article III.
(original wording) [The specific purposes for which this corporation is
organized are to establish and maintain a place for religious worship
and assembly.]

Amendments – 1988
Article IV, Section A.
It is the intended policy of Nomenus, Inc. that the text of Article III
in these bylaws, as revised in June of 1987, has the same meaning as the
previous Article III of the bylaws, and differs only in providing more
descriptive reference to the activities and parameters of the
organization. The overall character of Nomenus, as a project dedicated
to the creation of sanctuaries for personal spiritual work, remains
unchanged.
(January 1988 Great Circle)

Amendments – 1990
Amendments – 1991
Amendments – 1996
Amendments – 1997

Amendments – 2012
Article IV, section 3.F.5.4
In the definition of blocking, changed “has strong reservations about
the proposal…” to “has a paramount objection that the proposal violates
our mission or principles of unity…” (March & June 2012 Great
Circles)

Article IV, section 1.A
In the requirements for membership, changed first sentence from “gay
identified man” to “self-identified Radical Faerie or their friend”
(June & September 2012 Great Circles)

Amendments – 2013
Article IV, section 1.A
Changed to allow use of online membership forms: a member “submits” a
membership form rather than “signs and presents” it. Add language
authorizing Great Circle to decide specifics about membership forms and
timing of the membership cycle. Also minor wording cleanup. (January
2013 Great Circle, treated as a minor change)

Add to qualifications for membership: support for Seeds of Unity
& Interaction Agreements, and service commitment. Great Circle can
implement specific details. Minor wording cleanups. (January and April
2013 Great Circles)