BYLAWS OF NOMENUS
a California Non-Profit Religious Corporation
(last amended 4/14/2013)
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Nomenus bylaws (185 KB)
Article I. NAME
The name of this corporation is Nomenus.
Article II. OFFICES OF THE CORPORATION
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.
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
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.
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
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.
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
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
(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)