ARTICLE I Name , Purpose, & General Information
Section I Name: The name of the organization shall be the Dayton Area Pagan Network (hereinafter referred to as DAPN).
Section 2 Purpose: The purposes for which DAPN is formed are as follows:
At
will,
(a) to promote positive public awareness and acceptance of the pagan
community;
(b) to encourage the pagan community to work in partnership with the broader community;
(c) to promote awareness within the pagan community of groups, events, gatherings and activities;
(d) to engage in fund-raising activities as part of an ongoing capital drive campaign;
(e) to originate, arrange, sponsor and hold meetings, conventions, conferences, lectures and talks for the further advancement of the pagan community;
(f) to promote, publish or print any form of literature which encourages positive advancement of the pagan community;
(h) to carry on any other business or activity in furtherance of the foregoing and not inconsistent with the constraints applied by Section 501 ©(3) of the Internal Revenue Code of 1954. as amended (or the corresponding provisions of any future Internal Revenue law).
Section 3 Earnings: No part of the net earnings of DAPN shall inure to the benefit of, nor be distributable to, its members, trustees, officers, or other private persons, except that the corporation shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 2 above.
Section 4 Activities: DAPN's main activities shall be educating the public about Paganism and building community through service. DAPN shall encourage responsible civic participation but shall not participate in nor intervene (including the publishing or distributing of statements) in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, DAPN shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.
ARTICLE II Board of Directors
Section 1 Membership: The membership of DAPN shall be the Board of Directors (hereinafter called the Board). The Board shall consist of the officer positions as defined in Article III, Section 1 and no more than six (6) Members-at-Large (as defined in Article III, Section 8).
Section 2 Duties & Powers: The duties and powers of DAPN shall be vested in the Board. It shall manage, control, and have charge of the affairs, personnel reviews, funds (including acceptance of contributions of gifts and property to DAPN). It shall fill vacancies among the Board for unexpired terms and shall have the power and authority to do and perform all acts and functions consistent with these Bylaws, the Articles of Incorporation, Section 501(c)3 of the Internal Revenue Code of 1954, and the law.
Section 3 Annual and Regular Meetings: The Regular Annual Meeting shall be held at the end of the fiscal year at such a place and time as shall be designated by the Board. The purpose of the Annual Meeting shall be to review the annual operations of DAPN and to transact such other business as may come before the meeting. All board members are required to attend the Annual Meeting. Regular meetings of the Board shall be held at any convenient time and location, to include secured electronic forums, and telephone conferences as designated by the Board. Robert’s Rules of Order shall be followed at all meetings of the Board.
Section 4 Decision-making Process and Manner of Acting: It is expected that consensus decision making will be used by the Board. If the consensus process should fail, the majority shall prevail.
Section 5 Special Meetings: Special Meetings may be called by the Board and can be held at any convenient location.
Section 6 Appointment to the Board, Term of Office, Vacancies, and Removal: Appointment to the Board shall be made by the Board of Directors, with recommendations and from DAPN members. Members of the Board shall make a minimum one-year commitment to serve on the Board. Commitments will be reviewed and can be renewed at the end of the one-year term. Vacancies on the Board due to a decision not to recommit, death, resignation, removal, disqualification, or otherwise shall be filled by the Board. Any Board member may be removed when, in the judgment of the Board, they have failed to fulfill their obligations as a Board member. The regular decision-making process (Article II, Section 4) shall be used to determine removal of a member.
Section 7 Quorum: A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a majority of Board members is present at a meeting, the meeting may be adjourned.
Section 8 Informal Action by the Board of Directors: Any action required by law to be taken at a meeting of the Board, or any action which may be taken at a meeting of the Board, may be taken without a meeting if consent in writing shall be signed by the majority of the Board.
Section 9 Proxies: A member of the Board may, at any meeting, vote by proxy. The proxy shall be assigned and in the possession of the person designated to act on behalf of the absent Board member at the time of the meeting.
Section 10 Committees of the Board: At its discretion, the Board shall have the ability to appoint committees. Such committees shall act in an advisory capacity.
ARTICLE III Officers of DAPN
Section I Officers: The officers of DAPN shall be as follows: President, Vice-President, Secretary, and Secretary/Treasurer. No more than one office may be held at any time by any one individual.
Section 2 Election and Term of Office: The officers shall be elected every year at the Annual Meeting. If the election of officers is not held at such meeting, it shall be held as soon as possible thereafter. Each officer shall hold office until a successor shall have been duly elected and qualified.
Section 3 Removal: Any officer elected by the Board may be removed from the Board, with or without cause, following the regular decision-making process outlined in Article II Section 4.
Section 4 President: There will be a President. The President shall have duties as assigned.
Section 5 Vice-President: There will be a Vice-President. The Vice-President shall have duties as assigned.
Section 6 Secretary/Treasurer: There will be a Secretary/Treasurer. The Secretary/Treasurer shall have duties as assigned. When necessary, this position may be split into two positions, that of Secretary, and that of Treasurer.
Section 7 PNO-Coordinator: There will be a PNO-Coordinator as long as DAPN continues to sponsor a regular PNO event . The PNO-Coordinator shall have duties as assigned. When necessary, this position may be split into two positions as Co-Coordinators.
Section 8 Board Members At-Large: There will be special recognition of Board Members At-Large as Board Members. The Board Members At-Large shall have duties as assigned, to include but not limit to: Webmaster, Newsletter Editor, Committee Chairs and other designated duties with or without titles.
Section 9 Sharing of Responsibilities: The organizational, fiscal, corporate, and legal duties of the corporation shall be the responsibility of all Board members equally. When necessary, the Board will appoint individuals to carry out specific tasks including the convening of meetings, keeping and reporting of financial records, signing of contracts or other instruments, and entering into agreements necessary to carrying out the objectives of the Corporation.
ARTICLE IV Membership
The classes of membership in the Corporation are:
Section 1 Officers of DAPN: which entitles the member to all rights, privileges and duties of membership in the Corporation, including full voting privileges; and
Section 2 Membership Term: Membership shall run on a calendar year basis. A schedule of dues shall be determined by vote of the Board of Directors.
Section 3 Denial or Suspension of Rights: The Board shall have the authority to deny or suspend the rights of membership to individuals whose actions or statements are found not to be in keeping with the principles and Guidelines of DAPN. Such decisions shall be made in accordance with Article II Section 4.
Section 4 Voluntary Termination of Rights by Member: Members may at any time terminate their formal affiliation by requesting to be removed from active membership.
ARTICLE V Fiscal Year
Section 1 Fiscal Year: The fiscal year of DAPN shall begin on the first day of January in each year and end at midnight on the 31st of December each year.
ARTICLE VI Administration of DAPN
Section 1 Authorities and Duties: The Board shall be responsible for the management of DAPN, including responsibility for general programming and activities, fiscal monitoring, and staffing duties. It shall have all authority and responsibility necessary to operate DAPN and all its activities, subject only to such policies as may be adopted and such orders as may be issued by the Board. The Board shall have the power to appoint individuals to carry out specific duties.
ARTICLE VII Amendments
These Bylaws may be amended by using the regular decision-making process outlined in Article II Section 4 at any regular or special meetings of the Board, providing that a full presentation of such proposed amendments shall have been published in a notice calling the meeting and shall have been sent to each Board member at least ten days in advance.
ARTICLE VIII Dissolution
Upon dissolution of DAPN, the Board shall, after the paying or making provisions for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such a manner, or to such organization/s organized and operated exclusively for charitable, educational, or religious purposes as shall at the time qualify as an exempt organization/s under section 501(c)3 of the Internal Revenue Code of 1954 ( or the corresponding provision of any future United States Revenue Law), as the Board shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization/s, as the Court shall determine, which are organized and operated exclusively for such purposes.
REVISED AND ADOPTED BY THE BOARD: August 2006
AMENDMENT I
ARTICLE III Officers of DAPN
Section 2 Election and Term of Office: With the achievement of exempt status under section 501(c)3 of the Internal Revenue Code of 1954, the Board has made the unanimous decision to change the term of Board officers to a minimum commitment of two (2) years. The officers shall be elected every two (2) years at the Annual Meeting, to commence with the fiscal 2006 meeting. Each officer shall hold office until a successor shall have been duly elected and qualified.
Section 2a Qualifications of Board Officers of DAPN
All Board Members Must:
· Attend regularly scheduled Board meetings (8 out of 12)
· Have Internet access
· Have own transportation
· Be available by phone and email
· Agree to a basic background check (which will be kept confidential)
In Addition,
President:
· Prior Board service
· Community presence for a minimum of three (3) years
Vice-President:
· Prior Board service
· Community presence for a minimum of two (2) years
Treasurer/Secretary:
· Credit check (Treasurer only if office is split)
· Community presence for a minimum of one (1) years
· Basic word processing and spreadsheet skills and software.
ADOPTED BY THE BOARD: February 2006