CASCADIA RADICAL FAERIE RESOURCE
BYLAWS
ARTICLE I: PURPOSE
This corporation shall be organized and operated exclusively for charitable, scientific, literary, religious, and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501(c)(3) of the Internal Revenue Code of 1954 (or its corresponding future provisions).
This corporation's primary purpose shall be support of Radical Faeries and their Northwest gatherings, including those traditionally held at Breitenbush Hot Springs Community.
ARTICLE II: MEMBERS
Section 1. Classes and Consensus. There shall be one class of members of this corporation. Each member shall be entitled to one vote in accordance with the consensus process in Article II, Section 7 of the bylaws of this corporation.
Section 2. Qualifications. A person shall become a member of the corporation by supporting the purposes of the organization, providing contact information to the Secretary, indicating thereby a choice to become a member of the corporation and be placed on the notice list for business meetings. A member may resign at any time by providing a written resignation to the Secretary. Any person failing to maintain current contact information with the Secretary may be dropped from membership and the notice list by consensus of the Board in accordance with Article III, Section 6 of these bylaws.
Section 3. Termination of Membership. Membership may be terminated by the Board of Directors after giving the member at least 15 days written notice by first-class certified mail of the termination at the member's last address of record, and the reason(s) for the termination, and an opportunity for the member to be heard by the Board, orally or in writing, not less than five days before the effective date of the termination. The decision of the Board shall be final and shall not be reviewable by any court.
Section 4. Annual Meeting. The annual meeting of the members shall be held at a time and place determined by the Board and described to the members by notice.
Section 5. Special Meetings. Special meetings of the members shall be held at the call of the Board of Directors, or by the call of at least five percent of the corporation's membership by a demand signed, dated, and delivered to the corporation's Secretary. Such demand by the members shall describe the purpose for the meeting.
Section 6. Notice of Meetings. Notice of all meetings of the members shall be given to each member at the last email address of record, at least 14 days before the meeting, or through other usual and reasonable means, including notice by first class mail to any members who provide no email address in their member information, or who make a request to the Secretary to receive notification by first class mail. The notice shall include the date, time, place, and purposes of the meeting.
Section 7. Quorum and Consensus. Those members present at a meeting of the members shall constitute a quorum. A consensus vote of the members present is the act of the members, unless these bylaws provide differently. The method of consensus voting will be described in a "Handbook of Traditions" to be approved by the Board.
Section 8. Proxy Voting. There shall be no voting by proxy.
Section 9. Action by Consent. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a members' meeting, may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the members.
Section 10. Open Meetings. Meetings of the members shall be open to all Radical Faeries.
ARTICLE III: BOARD OF DIRECTORS
Section 1. Duties and Qualifications. The affairs of the corporation shall be managed by the Board of Directors, all of whose members shall be members of the corporation.
Section 2. Number. The number of Directors shall be no less than five and no more than seven. The board shall only be considered to have a vacancy, subject to interim board appointment under Art.III Sec. 5, should the number of Directors drop below five.
Section 3. Term and Selection. The term of office for Directors shall be two years. A Director may be selected without limitation on the number of terms served. The Directors shall be selected by consensus of the members at an annual meeting of the members.
Section 4. Removal. Any Director may be removed, with or without cause, at a meeting called for that purpose, by consensus of the members present. The Director in question may participate in discussion, but shall not participate in the final consensus vote on their own removal.
Section 5. Vacancies. Vacancies on the Board of Directors will be filled by consensus of the Directors then on the Board of Directors to serve out the remainder of the vacated term.
Section 6. Quorum and Action. A quorum at a Board meeting shall be a majority of the number of Directors prescribed by the Board or, if no number is prescribed, a majority of all Directors in office immediately before the meeting begins. If a quorum is present, action is taken by consensus of the Directors and officers present. Where the law requires a majority vote of Directors in office to establish committees that exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, to dissolve, or for other matters, such action is taken by that consensus as required by law.
Section 7. Regular Meetings. Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. No other notice of the date, time, place, or purpose of these meetings is required. Meetings of the Board of Directors shall be open to all Radical Faeries.
Section 8. Special Meetings. Special meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each Director personally or by telephone or by mail not less than two days prior to the special meeting. In accordance with our tradition of open meetings, the Secretary shall keep a list of members who have stated that they wish to be contacted when special meetings are held; these members shall be given notice by the same method and at approximately the same time as Board members.
Section 9. Meeting by Telecommunication. Any regular or special meeting of the Board of Directors may be held by telephone or telecommunications, as long as all Directors can hear each other. In accordance with our tradition of open meetings, the Secretary shall keep a list of members who have stated that they wish to be contacted when meetings by telecommunication are held; these members shall be given notice by the same method at approximately the same time as Board members and shall be connected to the call.
Section 10. No Salary. Directors shall not receive salaries for their Board services, but may be reimbursed for reasonable expenses related to Board service.
Section 11. Action by Consent. Any action required by law to be taken at a meeting of the Board, or any action which may be taken at a Board meeting, may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors.
ARTICLE IV: COMMITTEES
Section 1. Committees. The Board of Directors may establish such committees as it deems necessary and desirable. Such committees may exercise functions of the Board of Directors or may be advisory committees.
Section 2. Composition of Committees Exercising Board Functions. Any committee that exercises any function of the Board of Directors shall be composed of two or more Directors, selected by the Board of Directors by consensus of the Directors.
Section 3. Quorum and Action. A quorum at a committee meeting exercising Board functions shall be a majority of all committee members in office immediately before the meeting begins. If a quorum is present, action is taken by consensus of the members present.
Section 4. Limitations on the Powers of Committees. No committee may authorize payment of a dividend or any part of the income or profit of the corporation to its Directors or officers; may approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets; may elect, appoint, or remove Directors or fill vacancies on the Board or on any of its committees; nor may adopt, amend, or repeal the Articles, bylaws, or any resolution by the Board of Directors.
Section 5. Delegation of Authority for the Purpose of Creating Gatherings. The Board of Directors shall delegate all necessary authority for the creation of gatherings to the Queen Registrar(s) and such other persons who step forward, in the traditional manner, to assume such responsibility. Persons acting with authority delegated under this section shall be deemed officers of the corporation; provided that any such person may choose not to be an officer by providing written notice of that choice to the Secretary.
ARTICLE V: OFFICERS
Section 1. Titles. The officers of this corporation shall be the President, Secretary (or Co-Secretaries), Treasurer, Guardian of the Northwest Radical Faerie Database, and current Queen Registrar(s), unless the Queen Registrar(s) or Guardian of the Northwest Radical Faerie Database chooses not to be an officer in accordance with Article IV, Section 5.
Section 2. Selection and Qualifications. Except for the Queen Registrar(s) and the Guardian of the Northwest Radical Faerie Database, the Board of Directors shall select the officers of the corporation by consensus to serve one-year terms. An officer may be selected without limitation on the number of terms served. The officers shall be members of the corporation, but are not required to be members of the Board. The Queen Registrar(s) and the Guardian of the Northwest Radical Faerie Database are selected by stepping forward in the traditional manner.
Section 3. Vacancy. A vacancy in any office shall be filled not later than the first regular meeting of the Board of Directors following the vacancy. If a permanent replacement cannot be found, a temporary ("acting") officer shall be chosen by consensus of the Directors and according to terms agreed to by the acting officer.
Section 4. Other Officers. The Board of Directors may select or appoint other officers, agents and employees as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board of Directors.
Section 5. President. The President shall be the chief officer of the corporation. The President shall have such powers and duties as may be prescribed by the Board of Directors.
Section 6. Secretary (or Co-Secretaries). The Secretary or Co-Secretaries shall have overall responsibility for all recordkeeping. The Secretary or Co-Secretaries shall perform, or cause to be performed, the following duties: (a) official recording of the minutes of all proceedings of the Board of Directors and members' meetings and actions; (b) providing for notice of all meetings of the Board of Directors and members; (c) authenticating the records of the corporation; (d) maintaining current and accurate membership lists in cooperation with the Guardian of the Northwest Radical Faerie Database; and (e) performing such other duties as prescribed by the Board of Directors.
Section 7. Treasurer. The Treasurer shall have overall responsibility for all corporate funds wherever held. The Treasurer shall perform, or cause to be performed, the following duties: (a) keeping full and accurate accounts of all financial records of the corporation; (b) depositing all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors; (c) disbursing all funds when proper to do so; (d) making financial reports as to the financial condition of the corporation to the Board of Directors; and (e) performing such other duties as prescribed by the Board of Directors.
Section 8. Guardian of the Northwest Radical Faerie Database. The Guardian of the Northwest Radical Faerie Database, working with the Queen Registrar(s) and Secretary or Co-Secretaries, shall have overall responsibility for: (a) supporting mailings to Radical Faeries who attend Gatherings; (b) supporting the preparation of Gathering directories; (c) producing local directories; and (d) performing such other duties as prescribed by the Board of Directors.
Section 9. The Queen Registrar(s) have responsibility for planning and facilitating the gatherings for which they have stepped forward.
Section 10. Notice to Officers of Board Activities. Officers of the corporation shall receive notice of board activities in the same manner as provided under Art.III, Sec.7 and Art.III, Sec.8.
ARTICLE VI: CORPORATE INDEMNITY
This corporation will indemnify its officers and Directors to the fullest extent allowed by Oregon law.
ARTICLE VII: AMENDMENTS TO BYLAWS
Section 1. Amendments to Bylaws. These bylaws may be amended or repealed, and new bylaws adopted, by the Board of Directors by consensus of the Directors present, if a quorum is present. Prior to the adoption of an amendment, each Director shall be given at least 14 days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the bylaws and shall contain a copy of the proposed amendment. These bylaws may not be amended to prevent selection or removal of Board members by the membership of the corporation.
Section 2. Notice to Members of Proposed Amendments to Bylaws. Notice of all proposed amendments to these bylaws shall be given to each member at the last address of record, by first-class mail at least 14 days before the board meeting at which such amendment is to be considered, and through other usual and reasonable means. The notice shall include the date, time, place, and explicit language of the proposed bylaw amendment.