ByLaws of Church of the Spiral Tree

REVISED SEPTEMBER 20, 2018

nonstock - nonprofit

Corporate Headquarters
P.O. Box 3165
Auburn, AL 36831-3165

PREAMBLE

Purpose:The Church of the Spiral Tree (CST) is a non-profit, volunteer-staffed, ecumenical pagan church, designed to foster and celebrate a sense of community and family among pagans, both locally and in other regions of the country/world. CST celebrates the unique pagan family: parents, children, elders, and extended family. It is an ecumenical church in that it encompasses all traditions, and is non-exclusive. It welcomes all who revere the Earth Mother and who respect themselves and others, regardless of which tradition one is affiliated with.

To the above ends we do hereby adopt and enact the following Articles:

ARTICLE I
NAME

1.1: The name of the corporation shall be Church of the Spiral Tree, Inc., and is a non-profit 501(c)(3) religious organization, incorporated in the United States under the laws of the State of Alabama.

ARTICLE II
OFFICES

2.1: The principal office of the Church shall be in the state of Alabama, county of Lee. The Church may also have offices at such other places within or without the state of Alabama as the Board of Directors may from time to time determine or the activities of the Church may require.

ARTICLE III
PURPOSE

3.1: The purpose of this Corporation shall be as outlined in the Articles of Incorporation; and specifically the following:
3.1.1: To foster and celebrate a sense of community and family among pagans, both locally and in other regions of the country/world, and to recognize and celebrate the unique pagan family: parents, children, elders, and extended family;
3.1.2: To provide an ecumenical church that welcomes all who revere the Earth Mother and who respect themselves and others, regardless of which tradition one is already affiliated with, recognizing that all paths are one path;
3.1.3: To assist those who are searching for alternatives to presently established religions and institutions; to also assist individuals in the integration of life-affirming values and practices into present religious/spiritual paths; to assist individuals in retaining and enriching past affiliations where desired and rejecting that which is negative or no longer relevant to the individual;
3.1.4: To furnish a central headquarters and establish branch offices (called Churches, Groves, Branches, or Temples) through which seekers may locate and communicate with each other, and to buy, sell, own, hold, mortgage, or otherwise encumber, lease, or otherwise hold and dispose of real and personal property necessary to properly establish, fit up, and maintain such places;
3.1.5: To encourage reading, study and growth on the part of members and friends, and to make available literature in various relevant fields;
3.1.6: To publish newsletters, papers, magazines, pamphlets, books, directories and other materials deemed appropriate to the purposes of the Church by the Board of Directors or its delegated authority;
3.1.7: To establish and maintain religious orders, communities, daycare cooperatives, homeschooling cooperatives, schools, colleges, libraries, research facilities, wilderness sanctuaries and retreats, camps, festivals, rites and rituals in accordance with the principles of this Church;
3.1.8: To provide for all possible means for recycling the bodies of deceased members consistent with eco-psychic awareness and personal will;
3.1.9: To make provision to establish and ordain various sacraments of Church of the Spiral Tree;
3.1.10: To receive money, property, and values of every kind heretofore donated, contributed, collected, and held, and to receive, and hold money, property and values of every kind that might be donated, contributed, collected and held, for the benefit of this religious organization;
3.1.11: To work, associate, and affiliate with other similarly oriented individuals, churches, agencies and groups promoting peace, love, joy, freedom, mutual respect and cooperation among peoples, tribal community, planetary stewardship, personal awareness and development, celebration of life, and the recovery of natural wilderness, and to aid and support such people in such efforts as shall be found not to be in conflict with the purposes and principles of this Church; and
3.1.12: To engage in and promote any functions, services and activities deemed appropriate, necessary or expedient for the purposes of the Church by the Board of Directors, its delegated authority, or the directors of the various Subordinate Organizations.

ARTICLE IV
MEMBERSHIP

4.l: Membership. Membership shall consist of those who understand the principles of the Church, who have made written application, paid the annual dues, and have been accepted by the Board of Directors or its delegated authority. The form of application shall be that approved by the Board of Directors or its delegated authority.

4.l.1: Dues. The annual membership dues and amounts shall be determined by the Board of Directors. The treasurer shall collect all membership funds and administer them in accordance with established policy as determined by the Board of Directors.
4.l.2: Work Trades and Scholarships may be considered in place of dues on a case by case basis upon the approval of the Board of Directors or its delegated authority.
4.2: Youth Memberships. Minor children under the age of 18 may join the Church as Youth Members upon filing a Youth Membership Application which includes a signature of parent or guardian granting permission and approval.
4.3: Active Membership. Members whose annual dues are current shall be referred to as Active Members, with full voting privileges, subscription to the membership newsletter, notices of CST festivals, events and membership discounts at paid functions. Those whose dues are in arrears shall be regarded as inactive members, and their voting privileges, subscription to the membership newsletter, notices of CST festivals, events and membership discounts at paid functions shall be suspended until such time as they renew their memberships with a payment of the annual dues.

ARTICLE V
MINISTERS

5.1: Ministers. Upon application and payment of fees, the Church may ordain a member over the age of 18 as a Minister and issue a Minister's Certificate. Licensed CST Ministers shall be authorized to perform such legal sacraments as weddings, funerals, and baptisms.

5.1.1: Ordination as a minister does not confer "Elder" or High Priest/ess" status.
5.1.2: A Minister may form his/her ministry as a Subordinate Organization subject to the provisions of Article IX.

ARTICLE VI
BOARD OF DIRECTORS

6.1: Management of the Church shall be vested in a Board of Directors, consisting of appointed corporate officers, including the Founder, Linda Kerr, and one or more elected Members-at-Large. There shall be at least one member-at-large for each four appointed officers. The appointed officers shall serve as officers both for the Board of Directors and for the Corporation. All members of the Board of Directors must be active members in good standing and qualified to perform the duties of their office.

6.1.1: The Founder is hereby recognized as Linda Kerr, who shall hold this office and position in perpetuity.
6.1.2: Any active member of the Church may attend any meeting of the Board of Directors as a non-voting observer.
6.1.3: Conflict of interest. No member of the Board shall vote on a matter from which they would derive direct financial gain or loss.
6.2: Each year at the Annual Meeting of the General Membership, the Member(s)-at-Large shall be elected by a vote of the Active Membership, and the corporate officers shall be appointed by the existing corporate officers.
6.2.1: Nominations for appointed corporate officers may be made by any active member at the Annual Meeting or any time within a month prior to the Annual Meeting, by sending notice to the current Directors, by mail or by email. All nominees must be approved by the Directors.
6.2.2. If for any reason the existing corporate officers are not willing or able to appoint new corporate officers, then all corporate officers shall be elected by the membership at the Annual Elections Meeting, in the same manner as the Member(s)-at-Large.
6.3: Any Director, member of a committee or council, or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by any of the other officers. The acceptance of a resignation shall not be necessary to make it effective.
6.4. If any of the Directors, member of a committee or council, or other officer, including appointed officers and/or elected members-at-large, fail to perform their duties, including but not limited to: non-communication within a reasonable time via accepted and usual means, failure to appear without valid reason at two or more board meetings within a year's time, or failure to keep their paid membership current, the remaining members of the Board of Directors may, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, and by unanimous consent, remove said Director/officer from his/her position on the Board of Directors.
6.5: If the office of any Director, member of a committee or council, or other office becomes vacant, the remaining Directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such a vacancy, and to hold office for the unexpired term and until his successor shall be duly chosen.
6.6: Directors shall not receive any stated salary for their services as directors or members of committees or councils, but by resolution of the Board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Church in any other capacity as an office, agent, or otherwise, and receiving compensation therefore.
6.7: The powers of the Board of Directors shall be those usually assigned to such Directors. They are subject to limitation or specification at any meeting of the Board. They shall specifically include the following powers:
6.7.1: To call regular or special meetings of the Directors or of the membership, on initiative of the President, or by mutual agreement of two or more of the Directors;
6.7.2: To make rules and regulations not inconsistent with the laws of the State of Alabama or the Bylaws of this Corporation, for the guidance of officers, Directors, and members;
6.7.3: To make rules and regulations for the use and management of all Church property, whether real or personal, and to change such rules and regulations at such time and in such manner as to said Board of Directors, or Directors of Subordinate Organizations, shall seem right and proper;
6.7.4: To issue certificates of Charter to members in other areas when they wish to establish a local Grove, or to establish Subordinate Organizations, upon conditions to be determined by the Board or its delegated authority;
6.7.5: To determine what shall be due and reasonable compensation to be paid any member of the Corporation for services rendered to or for the Corporation, affecting one or more of its purposes; and
6.7.6: To maintain, at the Central Office, confidential files on all members, active and inactive, and such other records as may be deemed necessary adequately to carry out the purposes of the Corporation.
6.8: The Board of Directors shall have full power and authority to borrow money on behalf of the Corporation, including the power and authority to borrow money from any of the members, Directors, or officers of the Corporation, and to otherwise incur indebtedness on behalf of the Corporation, and to authorize the execution of promissory notes, or other evidences of indebtedness of the Corporation, and to agree to pay interest thereon to sell, convey, alienate, transfer, assign, exchange, lease, and otherwise dispose of, mortgage, pledge, hypothecate, and otherwise encumber the property, real or personal, and the franchises of the Corporation to purchase, lease, and otherwise acquire property, real and personal, on behalf of the Corporation; and generally to do and perform, or cause to be done and performed, every act which the Corporation may lawfully do and perform.
6.9: The Board of Directors shall have summary power to suspend or expel any member of the Church, or suspend their rights and privileges for conduct which in its opinion disturbs the order, dignity, business or harmony, or impairs the good name, popularity or prosperity of the organization, or which is likely in its opinion, to endanger the welfare, interest or character of the organization, or for any conduct in violation of these Bylaws or of the rules and regulations of the Corporation, which may be made from time to time. Such action by the Board of Directors may be taken at any meeting of such Board upon the initiative of any member or members thereof in accordance with established procedures set forth by the Board of Directors.
6.9.1: Veto. The proceedings of the Board of Directors shall be final and conclusive, unless overruled by majority vote of the active membership, acting as a board of appeal.
6.10: Dialogue with membership. The mission of the Board collectively and of each member individually shall include, within reason, seeking input from the membership on all major decisions, especially from concerned parties.
6.11: Limitations. Except in cases in which the Board finds a compelling interest, or in areas in which a dispute arises, the Board shall exercise the minimum necessary power to coordinate the business of the Church as a whole, empowering the membership including Subordinate Organizations, Groves and Branches to exercise maximum autonomy. It shall limit itself to matters of the whole body, unless a dispute comes up within a Subordinate Organization or Grove or regarding an individual or relationship within the Church, and the parties concerned elect to refer their dispute to the Board for resolution. If such a dispute does arise, the Board shall still encourage the Subordinate Organization or Grove to resolve the conflict internally and offer suggestions for doing so. Only if the Board finds a compelling interest shall it take action in the internal matters of a Subordinate Organization, Grove or Branch.
6.12: The Board of Directors shall constitute a nominating committee for Directors to serve on the Board. Their recommendations shall be presented by the existing corporate officers to the Annual Meeting of the General Membership. Other nominations may be made by any active member present at said meeting, or submitted to the Board prior to the annual Board meeting for inclusion on the ballot to be published in the next edition of the general membership newsletter.

ARTICLE VII
OFFICERS

7.1: The Officers of the Corporation shall be the Founder, a representative of Solitaries, and at least one other officer. These officers shall also serve as the Board of Directors of the Church, along with one or more Members-at-Large, as per Article VI.
7.2: At the Annual Meeting of the General Membership, the Member-at-Large shall be elected by a vote of the Active Membership, and the corporate officers shall be appointed as per Article VI. All officers must have been active members in good standing for at least one year prior to the elections, must remain active members during their tenure as an officer, and must be qualified to perform the duties of their office. The incumbent officers shall be automatically nominated for office again every year; other nominations may be made by any active member at the Annual Meeting or any time within a month prior to the Annual Meeting, by sending notice to the current Directors, by mail or by email.
7.3: The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors. All such officers and agents must be active members in good standing and qualified to perform the duties of their office.
7.4: The standard officers of a corporation are the President, Secretary, and Treasurer. Any of the appointed or elected officers may choose to take on one or more of these specific roles, along with its specific duties, or may appoint another member to do so. These specific roles and duties are outlined below.
7.5: The President shall be the chief executive officer of the Corporation, and shall preside at all meetings of the Board of Directors and the General Membership. The President shall be an active member of the Church. S/he shall have general charge of the business of the Corporation, and shall execute, with the Secretary, in the name of the Corporation, all deeds, bonds, contracts, and other obligations and instruments authorized by the Board of Directors.

7.5.1: The President shall also have such other powers and shall perform such other duties as may be assigned by the Board of Directors.
7.6: The Secretary shall keep records of all regular and special meetings of the Board of Directors, and forward these records to the members of the Board, and the membership. The Secretary shall also notify members of the Board of the time, place, and planned agenda of the regular Board meetings. Notices should be sent at least two weeks prior to each regular meeting, and as early as possible before a special meeting. Notice of the time and place of future meetings shall be published in a general membership publication and/or be posted to the membership via CST mailing lists.
7.6.1: In case of the absence or disability of the Secretary, or refusal or neglect to act, notices may be given and served by the President, or by any person authorized by the President, or by the board of Directors.
7.6.2: The Secretary also serves as the correspondent of the Corporation with persons representing the State of Alabama, and files whatever reports and forms may be required by the State on an annual or ongoing basis.
7.6.3: Minutes of Board meetings shall be prepared by the Secretary and distributed to the Board members not more than two weeks after each meeting.
7.6.3.1: The Secretary shall send minutes for meetings in detail to those active members who request them and who pay for mailing and preparation time. Requests may be fulfilled via e-mail if so requested.
7.7: The Treasurer shall receive and safely keep all funds of the Corporation and deposit same in such bank or banks as may be designated by the Board of Directors. Such funds shall be paid out only on the cheque of the Corporation signed as directed by the Board of Directors. The Treasurer shall also control the keeping of the books and accounts of the Corporation, and is responsible for the filing and payment of any moneys required by the State of Alabama.

ARTICLE VIII
ADMINISTRATION

8.1: Administration of Church operations shall be coordinated by a Director of Operations who shall be primarily responsible for day-to-day administration of the Church. This Director of Operations may, as needed, be one of the officers of the Church.
8.2: The Director of Operations shall report directly to the Board of Directors. In cases where the Church becomes incorporated in other countries, each country shall establish an Administrative Operation to manage local operations and Subordinate Organizations.
8.3: Subordinate Organizations shall coordinate their activities through the administration office. In each country where the Church is incorporated, the local organization may establish such Subordinate Organizations as it deems appropriate for its needs.
8.4: National Management Councils. In countries other than the United States, local administrative operations may constitute within their administration a management council made up of local members to form local policy within the overall charter and Bylaws of the Church.

ARTICLE IX
MEETINGS

9.1: Board of Directors. Regular meetings of the Board of Directors shall be held at least bi-annually. At each meeting of the Board of Directors, the meeting date for the following meeting shall be determined. Special meetings may be held whenever deemed necessary by the Board of Directors.

9.1.1: Notices. The Secretary of the Corporation shall send notices of regular meetings of the Board of Directors, together with proposed agenda items to members of the Board and any person directly affected by any item two weeks prior to such meetings. Notice of special Board meetings shall be made as early as possible. Notice of regular meetings shall also be made to the general membership in advance by mailed publication and by electronic publication in Church of the Spiral Tree electronic forums. Notice of special meetings shall be made to the general membership in advance by electronic publication, and by mailed notification if time permits.
9.2: General Membership. The Board of Directors shall cause to be convened each year a general meeting of the Corporation, which shall be open to all members. At this meeting will be held the election of officers, approval of any Bylaws changes submitted by the Board of Directors, and any other business deemed necessary by the Board of Directors or General Membership.
9.2.1: Notice of the Annual Meeting shall be made each year at least two months in advance of the date of the meeting to all Active Members of the Church.
9.2.2: The General Membership may override any action taken by the Board of Directors which it finds objectionable.
9.3: Councils and Committees. Unless otherwise specified elsewhere in these Bylaws, Councils and committees shall meet as often as necessary to carry out the business of that Council or committee.
9.4: A quorum to conduct business at meetings of any Council or committee shall consist of a number to be determined by that particular body.

ARTICLE X
DECISION-MAKING

10.1: Except as specified elsewhere in this article, decision-making at any meeting shall be limited to those present who are Active Members both of the Church and of the particular body meeting.
10.2: Consensus. All formal decisions shall be passed by consensus except in exigencies as described below. Consensus is defined as the integration of all points of view into an accord sufficient that no passionate objections remain. Methods for reaching consensus shall be described by policy recommendations issued by the Board. Councils and committees may adopt such procedures as they find most effective.
10.3: Exigent Decisions. If a decision is urgently needed and thorough discussion of an issue indicates irreconcilable disagreement, the Secretary shall record a failure to reach consensus and put the matter up for a vote. In such cases, a two-thirds majority will be required for passage of the motion, and the percentage of opposing votes shall be noted in the minutes.
10.4: Mail-In Ballots. Voting for Board of Directors members and expression of preferences on proposed Bylaw changes by mail-in ballot shall be allowed for the General Meeting. Space for brief commentary will be provided on the ballot. Items on the advance agenda of the General Meeting, such as elections of officers and amendments to these Bylaws, shall be listed on the ballot. Mail-in ballots shall be sent to all Active Members at least one month prior to the General Meeting. All mail-in ballots must be received at the CST Central office by one week prior to the General Meeting. Mail-in votes shall be added to the in-session votes of the General Meeting.

10.4.1: Members attending the General Meeting may not submit mail-in ballots.
ARTICLE XI
SUBORDINATE ORGANIZATIONS

11.1: The Corporation, acting through the Board of Directors or its delegated authority, may organize, charter, establish, and operate such Subordinate Organizations as may be found necessary or expedient adequately to carry out the purposes of the Corporation. Chartered Subordinate Organizations shall be included under the Church's Group Exemption.

11.1.1: Subsidiaries should begin as projects or provisional Subordinate Organizations and be considered for full Subordinate Organization status only after they have been active for a year and a day.
11.1.2: Subordinate Organizations shall not have the power to incur debt in the name of Church of the Spiral Tree.
11.2: Reports. Each Subordinate Organization shall submit quarterly reports of its activities and financial status to the Secretary and the Treasurer at least two weeks prior to each meeting of the Board of Directors. Provisional Subordinate Organizations should send a quarterly report to the central office.
11.3: Chartering and serving as Directors of Subordinate Organizations is open only to Active Members of the Church.
11.4: The governance of Subordinate Organizations shall be by Stewards, Directors or Councils. Should the Subordinate Organization be authorized to open a bank or checking account, there shall be three approved signatories on the account.
11.5: Should the Board of Directors determine that a Subordinate Organization is no longer functioning in the furtherance of the purposes of the Church, the Subordinate Organization's charter may be suspended or revoked by action of the Board. All assets of a chartered Subordinate Organization revert to CST Central upon revocation of their charter, unless said Subordinate Organization has separately incorporated as a non-profit entity, in which case assets shall be divided by mutual agreement or by arbitration.
11.6: Protecting people's life work within the church. In order for members to be willing to devote their lives, assets and resources to the church, each individual and Subordinate Organization shall have as much autonomy and freedom of action and expression as possible within accordance with CST policies as well as local, state, and federal laws.
11.6.1: In case of irreconcilable conflict with the Church, the directors of a Subsidiary Organization would, subject to contractual agreement, have the option of removing their organization from the Church while retaining its name, function, corporate status and assets. In such a case, that organization would forfeit the coverage of the Church's Group Exemption, insurance, and any other privileges of affiliation with Church of the Spiral Tree.
11.6.2: If there is a dispute between the Board of Directors and a Subordinate Organization, or among Directors or other partners in a Subordinate Organization, and if any of these parties are not satisfied with a decision of the Board, they may seek binding arbitration by a mutually-agreed-upon party or parties, pursuant to CST's conflict resolution procedure.
11.7: Should a Subordinate Organization be disbanded, either while covered by the Church's Group Exemption, or at any time up to a year after said Subordinate has been removed from the Church, any assets provided by the CST BOD revert to CST Central.

ARTICLE XII
GROVES

2.1: Grove. The basic local organizational congregational unit of Church of the Spiral Tree shall be the Grove. A Grove is a small intimate group of at least three, and it is recommended, not more than 13, Church members, organized in a local area to learn about, discuss, and creatively practice the purposes of the Church.

ARTICLE XIII
BRANCHES

13.1: Branches. If a chartered Grove desires, or if two or more Groves form in close proximity, they may form a local Church of the Spiral Tree Branch, designated with an appropriate local identification. This would then become the public body that would hold open meetings and services, be listed in Church publications and electronic media, advertise in the Yellow Pages, etc. with the original Grove or Groves taking a less public position, and no longer expected to hold open meetings.

ARTICLE XIV
PROHIBITION OF DIVIDENDS

14.1: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable, as dividends or in any other manner, to its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the Articles of Incorporation and in Article III of these Bylaws.
14.2: Further, upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Law) as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Please of the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XV
FISCAL YEAR

15.1: The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

ARTICLE XVI
EXECUTION OF CORPORATION INSTRUMENTS

16.1: All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE XVII
NOTICE AND WAIVER OF NOTICE

17.1: Notice. Whenever any notice is required by these Bylaws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing.
17.2: Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Articles of Incorporation of the corporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

ARTICLE XVIII
PUBLICATIONS

18.1: Communications among the members of the Church shall be by means of different publications. The directions, purposes, policies and general operations of each of the publications are subject to the approval of the Board of Directors and the Clergy Council.
18.2: Other publications of the Church are authorized as needed.

ARTICLE XIX
AMENDMENTS

19.1: Amendments or changes in these Bylaws may be made by recommendation of the Board of Directors at any annual membership meeting or any special meeting thereof if notice thereof is contained in the notice of such special meeting, by the affirmative vote of a majority of the members entitled to vote thereat, or by the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice thereof is contained in the notice of such special meeting.
19.2: The Board shall provide reasonable opportunities for all interested members to propose amendments to the Board for recommendations, and to study recommendations passed by the Board prior to their presentation for approval at the Annual membership meeting. And no others.