BYLAWS OF THE PAGAN ONLINE CAMPUS, INC.
AMENDED IN THEIR ENTIRETY APRIL 21, 2005
A NONPROFIT CORPORATION
ARTICLE 1. NAME
1.01 The name of the Corporation shall be The Pagan Online Campus, Inc.
ARTICLE 2. PURPOSE
2.01 The purpose of this Corporation is to provide religious education, support of educational and literary objectives of its members and the Pagan community, and provide charitable support to members of the Pagan community. These purposes shall include, but not restricted to, the following:
2.01.1 To promote the Pagan religions as a legitimate and recognized religion as assured by the Constitution of the United States ;
2.01.2 To provide an online resource for the education and benefit of its members who desire to learn more about the Pagan ideas, practices, morals and ethics;
2.01.3 To provide a forum for the open discussion of ideas without fear of reprisal.
2.01.4 To encourage the understanding of Pagan religious ideas, practices, morals, and ethics;
2.01.5 To discourage discrimination of differing religious practices, ideas, or ethics;
2.01.6 To provide emotional, mental, and occasionally monetary support for those in the Pagan community who have need of such support;
2.01.7 To support the literary objectives of its members and of the Pagan community;
2.01.8 To provide information and direction to individuals and agencies on matters pertaining to the Pagan religions, practices, beliefs, morals or ethics;
2.01.9 To encourage and promote cooperation among individuals, organizations, entities, or authorities who are involved in the promotion or understanding of the Pagan religions;
2.01.10 To actively participate in the future direction of the Pagan religions and beliefs;
2.01.11 To acquire and administer funds and property which, after the payment of necessary expenses, shall be devoted exclusively to religious, charitable, literary and educational purposes; such holdings may include buildings to be used for temples, churches, schools, libraries, museums, retreat houses, research facilities, pastorages, warehouses, and any other such use which furthers the religious and educational purposes of the organization; such properties may include community lands, cemeteries, festival gathering sites, campgrounds, gardens, orchards, wildlife sanctuaries or any other properties which further the religious and educational purposes of the organization;
2.01.12 To accept absolutely or in trust for any purposes herein set out, any gift, grant, or devise of any real or personal property and carry on all such activities not limited by section 501 (c)(3) of the Internal Revenue Code or the corresponding provisions of any subsequent law;
2.02 Additional statements of purpose may be added and defined by the Board of Directors and ratified by the voting membership.
ARTICLE 3. OFFICES
3.01 The Registered Office of the Corporation in the State of Texas shall be located at mailing address of P.O. Box 1188 , Conroe , Texas 77305-1188 . The Corporation primarily performs its business on the internet at http://www.thepagancampus.net.
3.02 The Corporation shall have and continuously maintain in the State of Texas , a registered office, and a registered agent whose office is identical within such office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical to the principle office of the Corporation in the State of Texas , and the Board of Directors may change the address of the registered office from time to time.
ARTICLE 4. MEMBERSHIP
4.01 The Corporation shall have as members of the Corporation, any individual who applies for membership within the Corporation. Voting members will be those members over the over the age of 18 and are in good standing with the Corporation, or as from time to time amended, as necessity requires. The Board of Directors may, from time to time, establish standards and qualifications for membership in any class.
4.01.1 ADMINISTRATIVE MEMBERS – Administrative Members are those members of good standing with the Corporation who, are over 18 years of age, and oversee the education of the members, maintenance of the Corporation or the Corporation's assets, or other duties as defined by the Board of Directors which furthers Article 2 of these Bylaws, also known as the Purpose of the Corporation. Administrative Members may take part in activities of the Corporation, may make recommendations of policy to the Board of Directors and may attend the meetings of the Corporation. The Administrative Members may vote in the election of Board Members, but cannot vote on matters of business unless they are a member of the Board of Directors.
4.01.2 FACULTY MEMBERS – Faculty Members are those members of good standing with the Corporation, who are over 18 years of age, and are involved in the education of the members, maintenance of the Corporation or the Corporation's assets, or other duties as defined by the Board of Directors which furthers Article 2 of these Bylaws, also known as the Purpose of the Corporation. Faculty Members may take part in activities of the Corporation, may make recommendations of policy to the Board of Directors and may attend the meetings of the Corporation. The Faculty Members may vote in the election of Board Members, but cannot vote on matters of business unless they are a member of the Board of Directors.
4.01.3 GENERAL MEMBERS – General members are those members of good standing with the Corporation, who are over 18 years of age and may take part in activities of the Corporation, may make recommendations of policy to the Board of Directors and may attend the meetings of the Corporation. The General Members may vote in the election of Board Members, but cannot vote on matters of business unless they are a member of the Board of Directors.
4.01.4 JUNIOR MEMBERS – Junior Members are those members of the Corporation who are under 18 years of age and have parental permission, a signed copy of which must be provided to the Corporation before inclusion in the Corporation. Junior Members may take part in activities of the Corporation, may make recommendations of policy to the Board of Directors and may attend the meetings of the Corporation. Junior Members, however, do not have voting rights until they reach 18 years of age.
4.01.5 SPONSOR MEMBERSHIP – Sponsor Membership is open to individuals and groups who wish to support the Corporation's mission statement, but who may not otherwise have the time or interest to actively participate in the obligations and operation of the Corporation itself. Sponsor Members may take part in activities of the Corporation, may make recommendations of policy to the Board of Directors and may attend the meetings of the Corporation. Sponsor Members, however, may not hold office or hold voting rights.
4.01.6 HONORARY MEMBERSHIP: On occasion, the Board of Directors may receive a recommendation to bestow an Honorary Membership upon an individual who has shown by word or deed exemplary service in furthering the mission of the Corporation. Upon approval of the Board of Directors, said individual may make recommendations of policy to the Board of Directors and may attend the meetings of the Corporation, but may not have voting rights or hold office.
4.01.7 ADDITIONAL MEMBERSHIP CLASSES - Additional Classes of Memberships may be formed by the Board of Directors. The requirements for this class and their voting rights will be defined in the by the Board of Directors.
4.02 All persons seeking membership must apply online at the Corporation's web site (http://www.thepagancampus.net). The Corporation will accept all applicants without regard to a person's race, sex, religion, age, previous condition of servitude, physical limitation, national origin or sexual preference, so long as those applicants seek to further Article 2 of these Bylaws, also known as the Purpose of the Corporation.
ARTICLE 5. MEETINGS
5.01 DEFINITION OF MEETING – A meeting, as it relates to this Corporation, is a formally arranged gathering of members for the sole purpose of conducting Corporation business.
5.02 PLACE OF MEETINGS - The Corporation, being based on the internet, will have all meetings online via a chat program that provides real-time or near real-time chat relay. Chat programs meeting this criterion are available on the Corporation's web site and are readily available to the membership at no cost, save for the cost of internet access or other charges the membership may incur through their usual access to the internet.
5.03 MEMBERSHIP MEETINGS – The annual Membership meeting shall remain consistent with the year beginning with 2004, and the meetings shall be held at the hour of 8:00 p.m. Eastern Standard Time, on the first Saturday of March. If the day affixed is a legal holiday in the United States or according to the Pagan faiths, the meeting shall be held the next succeeding Saturday. The agendas for all meetings shall be posted ten (10) days prior to the meeting date. The Board of Directors meeting shall take place following the membership meeting.
5.04 SPECIAL MEETINGS - Special meetings of the members may be called by the Executive Director, President, the Board of Directors, officer, or on the request of at least ten (10) members having voting rights.
5.05 NOTICE OF MEETING – Notices of meetings will be placed upon the web site of the Corporation stating the date, time, and place of any meetings of members (other than regularly scheduled Board of Directors meetings) in a location that is easily accessible to all members of the Corporation. The purpose or purposes of the meeting shall be stated in the notice.
5.06 QUORUM – A total of ten (10) members present at any membership meeting constitutes a quorum for the purposes of this Corporation.
ARTICLE 6. BOARD OF DIRECTORS
6.01 DUTIES – The Board of Directors shall manage the affairs of the Corporation
6.02 MEMBERS – The initial Board of Directors shall be those persons named as Directors in the Articles of Incorporation. Thereafter, the Directors shall be elected at the annual meeting of the members or appointed by the Board when a vacancy has occurred and there is an immediate need. The Members may, by vote of a majority of the voting membership, elect from time to time additional directors of the corporation. Except as hereinafter provided, the Directors shall hold office perpetually until resignation, removal, or vacancy. The Board of Directors shall be composed of members of Administration, Faculty, and General Members. The requirements to be eligible to serve, members shall be 21 years of age and a member of the Corporation.
6.03 MEETINGS – The annual meeting of the Board of Directors shall remain consistent with the year beginning with 2004, and the meetings shall be held on the first Saturday of March following the General Membership meeting. If the day affixed is a legal holiday in the United States or according to the Pagan faiths, the meeting shall be held the next succeeding Saturday. The agendas for all meetings shall be posted ten (10) days prior to the meeting date.
6.04 SPECIAL MEETINGS – Special meetings of the Board of Directors may be called by or at the request of the Executive Director, President or any two (2) member of the Board of Directors. The person or persons authorized to call special meetings of the Board must make the meeting in such a place as is accessible to all other Board of Directors and the majority of the membership.
6.05 DURATION OF TERM – The duration of terms of the Board of Directors will be perpetual until resignation, removal, or vacancy.
6.06 NOMINATIONS AND VOTING – Positions on the Board of Directors will be nominated by and elected by the voting members of the Corporation.
6.07 QUORUM – A total of fifty one percent of the Board of Directors must be present at any Board meeting to constitute a quorum for the purposes of this Corporation, but a smaller number may adjourn finally or from time to time without further notice until a quorum is present. If a quorum is present, a majority of the Directors present may take any action on behalf of the Board except to the extent that a larger number is required by law, the Articles of Incorporation or these Bylaws.
6.08 VACANCIES – Continuing Directors may act despite a vacancy or vacancies in the Board and shall for this purpose be deemed to constitute the full Board. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from the enlargement of the Board, may be filled by the Directors, unless previously filled by the General Membership in the election of the Directors. Vacancies in any office may be filled by the Directors.
6.09 NO RIGHT TO COMPENSATION – Except by recommendation by the Board of Directors and a majority vote of the General Membership, no Director, Administrator, Faculty, staff or member may receive salary, payment or be compensated for activities of the Corporation, unless that compensation is to reimburse personal costs incurred as the result of explicit directions from the Board of Directors or the Corporation.
6.10 REMOVAL OF DIRECTORS – Directors may be removed from office at any time with or without cause by a majority vote of the Directors then in office or by a majority vote of the General Membership.
6.11 OFFICERS – Officers shall include President, Vice-President, Secretary and a Treasurer. Multiple offices may be held by an individual with consent from the majority of the Directors. Officers shall be elected from current Directors by the Board of Directors at their annual meeting. The duties of the Officers shall be directed by the Board of Directors according to the position and the qualifications of the individual. Additional Officers and offices may be formed at the discretion of the Board of Directors as they deem necessary.
6.11.1 DIRECTORS – The Board of Directors shall be responsible for the general management and supervision of the business and affairs of the Corporation except with respect to those powers reserved to the Members by law, the Articles of Incorporation or these Bylaws. The Board of Directors may from time to time, to the extent permitted by law, delegate any of its powers to committees, subject to such limitations as the Board of Directors may impose.
6.11.2 PRESIDENT – The President shall be the Chief Executive Officer of the Corporation and as such shall have charge of the affairs of the Corporation subject to the supervision of the Board of Directors and shall preside at all meetings at which he or she is present. The President shall also have such other powers and duties as customarily belong to the office of President or as may be designated from time to time by the Board of Directors.
6.11.3 VICE-PRESIDENT – The Vice-President will assist the President in the affairs of the Corporation subject to the supervision of the Board of Directors and shall preside at all meetings at which he or she is present in the absence of the President. The Vice-President shall also have such other powers and duties as customarily belong to the office of Vice-President or as may be designated from time to time by the Board of Directors.
6.11.4 SECRETARY – The Secretary shall record all proceedings of the members and directors in a book, books, or electronically to be kept therefore.
6.11.5 TREASURER – The Treasurer shall be the Chief Financial Officer of the Corporation. The Treasurer shall also have such powers and duties as customarily belong to the office of Treasurer or as may be designated from time to time by the President or the Board of Directors.
6.12 INTERESTED PARTIES – Any member of the Board of Directors who is a member, stockholder, trustee, director, officer or employee of any firm, corporation or association with which the Corporation contemplates transacting business shall disclose his or her relationship or interest to the other Directors acting upon or in reference to such contract or transaction. No Director so interested shall vote on such contract or transaction, but he or she may be counted for purpose of determining a quorum. The affirmative vote of a majority of the disinterested Directors shall be required before the Corporation may enter into such contract or transaction.
ARTICLE 7. AMENDMENT
7.01 These bylaws may be altered, amended or repealed, in whole or in part, by the affirmative vote of a majority of the Members present and voting at any meeting, the notice of which contains a statement of the proposed alteration or amendment. The Board of Directors may also make, amend or repeal these bylaws in whole or in part, by the affirmative vote of a majority of the Membership entitled to vote thereon. Any amendment, alteration or repeal of a Bylaw by the Board of Directors as provided for in this Article shall be valid and given full force and effect unless and until acted upon by the General Membership.
