ARTICLE I. NAME OF ORGANIZATION
The name of the corporation is Black Bear Kindred of Central Arkansas
ARTICLE II. CORPORATE PURPOSE
Section 1. Nonprofit Purpose
This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2. Specific Purpose
3.1. To serve as a church or non-profit religious service organization for religious needs of its members in Heathen religion in Central Arkansas;
3.2. To disseminate accurate knowledge about its history, beliefs, and practices;
3.3. To acquire property and resources that promote the foregoing purposes;
3.4. To provide programs to serve and to aid the wider general Heathen community of Central Arkansas in accordance with the organization’s Mission statement.
ARTICLE III. MEMBERSHIP
Section 1. Eligibility for Membership
2.1 Probationary Membership – Probationary membership will be granted by invitation only. Probationary members must remain probationary members for at least one full religious year (From feast to feast). They are expected to abide by all rules and thew of the organization. The board reserves the right to remove any probationary member by a majority vote of all full members. All probationary members must have a sponsor to guide them in learning our kindred’s ways. Probationary members are welcome at any event or meeting but no voting rights.
2.2 Full Membership – Full membership shall be granted to probationary members who have completed their ritual year and received a unanimous vote of the current members. Full members are eligible for full voting rights once they complete their oath. Full members are expected to uphold the thew and belief of the kindred and will have full voting rights.
2.3 Family Members – Family membership will be granted to the spouse or domestic partner of any full member, as well as their children under the age of 18. Family membership grants the member the right to attend and speak any event or meeting, though they do not have voting rights.
Section 2. Annual Dues
The kindred reserves the right to implement dues by a majority vote of its members.
Section 3. Rights of Members
Each member shall be eligible to appoint one voting representative to cast the member’s vote in association elections.
Section 4. Resignation and Termination
Any member may resign by filing a written resignation to the current leader . Resignation shall not relieve a member of any debts to the group. A member can have their membership terminated by a majority vote of the full members.
Section 5. Non-voting Membership
The board shall have the authority to establish and define non-voting categories of membership.
ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Regular Meetings
Regular meetings of the members shall be held quarterly, at a time and place designated by the chair.
Section 2. Annual Meetings
An annual meeting of the members shall take place in the month of August, the specific date, time and location of which will be designated by the chair. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.
Section 3. Special Meetings
Special meetings may be called by the chair, the Executive Committee, or a simple majority of the board of directors.
Section 4 Notice of Meetings
Printed notice of each meeting shall be given to each voting member, by email, not less than two weeks prior to the meeting.
Section 5. Quorum
A quorum for a meeting of the members shall consist of at least 60% of the active membership.
Section 6. Voting
All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than three (3) nor more than six (6) including the following officers: Chairman, Secretary-Treasurer, and Vice Chairman
The members of the Board of Directors shall, upon election, will begin their tenure at the Feast of the First Harvest. All members of the Board of Director must be approved by a majority vote of the members present and voting at the annual meeting.
Each member of the Board of Directors shall be a member of the Corporation whose membership dues are paid in full and shall hold office for up to a three-year term.
Only those who are full members of the organization may serve on the board of directors.
Section 3. Regular and Annual Meetings
An annual meeting of the Board of Directors shall be held at a time and day in the month of May of each calendar year and at a location designated by the Chairperson. The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by electronic methods or by written notice.
Section 6. Quorum
The presence, in person of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.
Section 9. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors.
Section 10. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.
Section 11. Confidentiality
Directors shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporations’ purposes, or can reasonably be expected to benefit the Corporation. Directors shall use discretion and good business judgment in discussing the affairs of the Corporation with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.
Each Director shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.
Section 13. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order.
Section 14. Removal.
Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by vote two-thirds (2/3) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.
ARTICLE VI. OFFICERS
The officers of this Board shall be the President, Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board.
Section 1. Chairperson
The Chairperson shall preside at all meetings of the membership. The President shall have the following duties:
- He/She shall see that all orders and resolutions of the Advisory Board are brought to the Advisory Board.
- He/She shall have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed.
- He/She shall submit a report of the operations of the program for the fiscal year to the Advisory Board and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
- He/She shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.
Section 2. Vice-Chair
The Vice-Chair shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-Chair duties are:
- He/She shall have the duty of chairing their perspective committee and such other duties as may, from time to time, be determined by the Advisory Board.
Section 3. Secretary-Treasurer
The Secretary-Treasurer shall attend all meetings of the Advisory Board and meetings of members, and a clerk thereof. The Secretary’s duties shall consist of:
- He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She in concert with the President shall make the arrangements for all meetings of the Advisory Board, including the annual meeting of the organization.
- He/she shall send notices of all meetings to the members of the Advisory Board and shall take reservations for the meetings.
- He/She shall perform all official correspondence from the Advisory Board as may be prescribed by the Advisory Board or the President.
- He/She shall present a complete and accurate report of the finances raised by this Advisory Board at each meeting of the members, or at any other time upon request to the Advisory Board.
- He/She shall have the right of inspection of the funds resting with the Kindred, including budgets and subsequent audit reports.
- It shall be the duty of the Treasurer to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
- He/She shall perform such other duties as may be prescribed by the Advisory Board or the President under whose supervision he/she shall be.
Section 5. Election of Officers
Nominations shall also be received from the floor at the annual member’s meeting. The election shall be held at the same meeting.
ARTICLE VII. COMMITTEES
.Section 1. Committee Formation
The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board chair appoints all committee chairs.
ARTICLE VIII. CORPORATE STAFF
Section 1: Executive Director
The Board of Directors may hire an Executive Director who shall serve at the will of the Board. The Executive Director shall have immediate and overall supervision of the operations of the Corporation, and shall direct the day-to-day business of the Corporation, maintain the properties of the Corporation, hire, discharge, and determine the salaries and other compensation of all staff members under the Executive Director’s supervision, and perform such additional duties as may be directed by the Executive Committee or the Board of Directors. No officer, Executive Committee member or member of the Board of Directors may individually instruct the Executive Director or any other employee. The Executive Director shall make such reports at the Board and Executive Committee meetings as shall be required by the President or the Board. The Executive Director shall be an ad-hoc member of all committees.
The Executive Director may be hired at any meeting of the Board of Directors by a majority vote and shall serve until removed by the Board of Directors upon an affirmative vote of three-quarters (3/4) of the members present at any meeting of the Board Directors. Such removal may be with or without cause. Nothing herein shall confer any compensation or other rights on any Executive Director, who shall remain an employee terminable at will, as provided in this Section.
ARTICLE IX. IDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of the state of Arkansas, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.
ARTICLE XI. BOOKS AND RECORDS
The corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.
ARTICLE XII. AMENDMENTS
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.
Section 2. Bylaws
The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.