FOCAS Bylaws
Bylaws
Federation of Circles and Solitaries – F.O.C.A.S.
Ratified by Membership September 20, 2009
Article I - Identification
Section 1 – Name and Purpose
A. The name of the organization shall be The Federation of Circles & Solitaries (FOCAS).
B. The purpose of the Federation of Circles and Solitaries (hereinafter referred to as ‘FOCAS’ or the Federation), a Michigan corporation and non-profit corporation organized and existing under the laws of the state of Michigan, shall be to provide service to the environment and community through charitable, educational and service works and improved interfaith relations, more specifically:
1. Healing the Earth through preservation of wildlife and habitat.
2. Unity with the Earth Based Spiritual community through open communication, networking and cooperative efforts.
3. Acquiring land for the express purpose of exercising our constitutional right to Freedom of Religion, where anyone who practices an Earth-base religion is free to practice without fear of molestation, harassment or interference.
4. To educate the community in the tenets of Earth Based Spiritualities in order to increase tolerance and acceptance of Earth Based Spiritualities within the community at large.
In the accomplishment of this purpose, FOCAS shall conduct services of worship and classes of instruction for both children and adults, and adopt other means that in the judgment of the Board of Trustees (hereinafter referred to as ‘the Board’), will further the teachings of Earth Based Spiritualities among humankind.
Section 2 - Affiliations
A. FOCAS may be affiliated with other organizations. If so we shall cooperate with these organizations toward the attainment of mutual aims and purposes.
B. The operation and conduct of FOCAS shall comply
with regulations and policies outlined in these Bylaws,
insofar as they do not conflict with the laws of the State
of Michigan, under which FOCAS exists and operates. FOCAS
shall only establish formal affiliations insofar as FOCAS’
autonomy is maintained.
Section 3 – Principal office
The Board shall determine the principal executive office of FOCAS. Said office shall be in Wayne County, Michigan, or at such other place within the state of Michigan as the Board hereafter shall designate. FOCAS may also have offices at such other place or places, as the Board may from time to time designate.
ARTICLE II - MEMBERSHIP
Section 1 – Qualifications and Term of Membership
A. Membership in FOCAS shall consist of Individuals, Families and Covens/Groves/Orders who satisfy the following requirements:
1. An applicant desiring Membership in FOCAS shall submit an “Application for Membership’ form, along with applicable Membership Donation and required documents to FOCAS through the Board of Trustees. Inductions shall be held at regularly, designated intervals, usually weekly.
2. The applicant must be at least eighteen years of age, or have written consent from a parent or guardian attached to the application.
a. Those under the age of eighteen years shall be afforded
Associate Membership, and will be prohibited from voting in FOCAS elections until they reach the age of eighteen years
and submit the Membership Donation of a full member.
B. Family/Coven/Grove/Orders are defined as such:
1
. Family donation rates for annual Membership donation are
available to those related by blood, marriage, Coven, Grove
or Order.
a. Handfastings and Civil Unions are recognized by FOCAS.
b. To qualify for
Family/Coven/Grove/Order donation rates at least two
memberships must be applied for at the time of application.
C. Term of Membership will be one year from date of
acceptance/induction.
1. Membership shall terminate when the member has not paid their Membership donation for the annual period beyond the preceding year as a member.
2. Membership and all membership rights shall be suspended until annual Membership donations are paid for the subsequent year.
3. Membership is deemed to be reinstated once Membership donations are paid, and Membership will expire on the next anniversary date of initial membership or one year from Membership donation payment if 120 days delinquent.
4. Membership may be terminated by
the Board in the event that the member has found to be in
breach of the Policies, Procedures or Purposes of the
Federation.
a.
The Board must vote regarding
the revocation of membership only after all facts of the
matter have been brought before the Board for investigation,
review, discussion and decision. A simple majority of the
Board shall determine the matter
5. All membership applications must be approved by the Board of Trustees. FOCAS reserves the right to deny membership to any seeking membership. If membership is denied, all applicable donations shall be refunded and the application filed in the customary manner.
Section 2 – Rights of Members
A. Members shall have the right to:
1. Vote at any Membership meeting or Board Election;
2. Elect Trustees of the Board;
3. Ratify Bylaws or any amendments or changes thereto in accordance with Article XI;
4. Vote on any question of acquisition, major additions thereto, sale or pledge of such real property, with 2/3 of those present and voting having the authority for determination;
5. Vote for the removal of any Trustee from his/her position in accordance with Article III, Section 7-a;
6. Offer suggestions to Clergy or the Board as would seem advisable for the good of FOCAS;
7. Call a special Membership meeting when the affairs of FOCAS warrant such action, as specified in Section 3-B of this Article;
8. Vote to override any action of the Board, providing the issue is communicated to the Membership in writing 10 days prior to the subsequent meeting of the Membership, with 2/3 majority of those present and voting having the authority for determination; and,
9. Request liaison assistance concerning an unresolved matter of importance, after all other appropriate channels have been taken, by notifying the Board in writing with a minimum of 20 members being required to take such action.
Section 3 – Membership Meeting and Quorum
A. The annual Membership meeting of
FOCAS shall be held at the location specified by the Board
in conjunction with FOCAS’s Mabon celebration at such hour
as may be designated by the Board.
B. Special Membership meetings may be called by:
a. Clergy
b. The Board, with the knowledge of Clergy, at any time the affairs of the Federation warrant; or
c. Membership by signed petition of not less than 20% of Current Membership:
i. The petition must state the purpose of the meeting, and the agenda shall be restricted to the stated purpose; and,
ii. Any such meeting shall be held
within 21 days after presentation of this petition to the
Board.
C. Written notice of any Membership
meeting shall specify the date, time, place, and agenda for
the meeting and shall be mailed to all Members at least ten
days prior to the meeting.
D. At any duly called and properly
authorized Membership meeting, annual or special, those
Members present and voting shall constitute a quorum.
E. Participation in the business affairs of any Membership meeting shall be restricted to active (Membership donations current) Members in attendance. Non-member participation in discussion of business must be approved by a two-thirds (2/3) majority vote of the Members in attendance.
Section 4 Financial Support
The financial support for the Federation will consist of donations, fund raising events and ongoing voluntary donations. No pledges of any kind, for any purpose, shall be required of any Member.
Article III – Government
Section 1 – Administration
The government of the Federation shall be vested in the Board of Trustees, elected from Membership. Standard Operating Procedures for each office and all standing committees shall be established by the Board of Trustees and made available to the membership at-large.
Section 2 – Clergy
A. Elected Clergy Male Clergy and Elected Female Clergy shall be nominated from and elected by current Membership.
a. The duties of Elected Clergy are as follow:
i. As Spiritual Leaders, Clergy shall be responsible for providing for the spiritual needs of members and spiritual guidance to the Board of Trustees.
ii. As Counsel to the Board, in accordance with Section 3 of this Article, Clergy shall:
1. Attend all Board meetings;
2. Act as liaison between the Elder Council and the Board.
3. Remain active and supportive of all Clergy subcommittee meetings.
4. Be notified of all special
meetings;
iii. As Clergy is essentially an advisory role, Elected Clergy shall have voice regarding Federation governance matters, but no vote.
iv. Elected Clergy services to the
Board shall terminate
1. At the end or their term
2. Upon Board recognition of their written resignation
3. Upon action of the Board, with
consent of two-thirds (2/3) of current Members present and
voting at a Membership meeting.
B. Recognized Clergy
Recognized Clergy are those individuals who have
demonstrated Spiritual Leadership in a coven, circle, grove or Pagan community at large as in the case of Solitaries.
a. Clergy that has attained their High Priest or High Priestess standing by designation of Covenant of the Goddess (CoG), or other such religious organization shall be deemed recognized as such by the Federation.
b. The Federation may confer Clergy
status on individuals worthy of same, who are not related to
some other organization that confers ordination or Clergy
status.
Elected Clergy, Elder Council and/or the Clergy subcommittee will establish guidelines and procedures for conferring Recognized Clergy Status by the Federation.
Section 3 – Board of Trustees
The Board shall consist of Elected Clergy and seven Trustees elected from the Membership of the Federation. Each elected Trustee shall serve commencing October 31st, for one year, or until a successor is duly elected in accordance with Article III, Section 7-B. The terms of elected Trustees shall expire annually and their positions shall be filled at the annual Membership meeting by formal balloting as specified in Section 4 of this Article.
Section 4 – Election of Board of Trustees and Elected Clergy
A. At the annual Membership meeting, this Section 4 of Article III shall be read just prior to the time that final nominations are made from the floor for the election of Trustees to the Board.
B. Qualifications and requirements
for persons elected to the Board or appointed to a service
position are as follows:
a. An elected Board Trustee or person appointed by the board of trustees shall be a sincere follower of a Pagan tradition, regular in attendance, and who is or has been, involved in service to the Federation, and who is current with all Membership donations and has been a member in good standing for not less than one (1) year or six (6) months with Board approval;
b. Term Limits: An elected Board officer shall serve on the Board for no more than five consecutive years, regardless of position of number of positions held in a current year, without an interval of one year’s respite as a regular member prior to running for any other elected position.
c. An elected Board Trustee shall not be an individual receiving compensation from the Federation, or the spouse, parent, or child of an individual receiving compensation from the Federation; and,
d. An elected Board shall not contain any more than two individuals from the same Family, Coven, Circle, Grove, or Order. Family is defined as Blood, Legal or Intimate relation.
e. Candidates for the offices of President, Vice President and Treasurer shall be required to provide documentation which demonstrates their ability to meet their current financial obligations by providing a pro forma Budget of their monthly income and expenses, as well as copies of recent pay stubs and Bank statements for the 90 day period immediately preceding nomination.
f. Candidates for the office of
President must have successfully completed at least one term
as Trustee or Officer of the Board of Trustees. In the event
that the prospective candidate filled a vacancy on the Board
of Trustees, the candidate must have successfully completed
no less than six (6) months service to the Federation prior
to the commencement of a Presidential term.
C. Additional nominations may be made from the floor. The President shall not accept a motion to close the nominations until sufficient time has elapsed to permit such nominations from the floor. The Qualifications and requirements listed in Section 4-c above must also apply to any additional nominees.
D. Members, designated by the
President, shall tally the votes, and report the results to
the President. The names receiving the largest number of
votes shall be announced and declared elected by the
President.
In the case of a tie ballot, the President shall select a member of the Federation to toss a coin, a single coin toss will determine who shall be elected. The ballots shall be sealed and remain at the headquarters of the Federation for one month for a recount should any Member choose to question the count.
Section 5 – Duties of Board of Trustees
A. The Board shall uphold the spiritual purpose of the Federation as stated in Article I, Section 1.
B. The Board shall uphold the highest interests of the Membership in conducting the business of the Federation.
C. The Board shall administer the property of the Federation, both real and personal.
D. The Board shall determine the business needs of the Federation and authorize the payment of monies for those purposes.
E. The Board shall be consistently active and faithful in attending Federation events, Board meetings, and Membership meetings. They shall be fully conversant with Earth Based Spirituality, these Bylaws, and with matters pertaining to the various activities of the Federation as well as with all business and administrative details. The Board shall address issues of inactivity on a case by case basis.
F. The Board shall present to the Membership at the Membership meeting any question of acquisition of real property or major additions thereto in the name of the Federation, or sale or pledge of real property belonging to the Federation, to be voted on in accordance with Article II, Section 2-a (4).
G. The Board shall authorize the employment of all staff personnel of the Federation and determine their salaries.
H. The Board shall approve applicants for Membership and terminate Members from Membership in accordance with Article II, Section 1-C.
I. The Board shall approve committee appointments by the President of the Board in accordance with Article V, Sections 1.
J. The Board shall set dates for the fiscal year.
K. The Board shall, when deemed
advisable, secure a fidelity bond for the Treasurer, the
amount to be set by the Board.
The
Board shall assign other duties to individual Trustees as
the need arises.
Section 6
– Board Meetings and Quorum
A. Monthly business meetings of the Board shall be held at the duly assigned place and a time specified by the Board.
B. Special meetings of the Board may be called by MRO, Clergy, the President, or by at least two Trustees of the Board, at any time the affairs of the Federation warrant. A three-day notice, specifying the purpose, shall be required for such meetings. In case of emergency, the Board may waive such notice, but shall make reasonable effort to notify all Trustees, specifying the purpose, and this waiver shall be a part of the minutes.
C. Clergy and Member Relations Officer shall have the right to attend all Board meetings and shall be notified of all special meetings in accordance with Article II, Section A-a (ii).
D. Any active Member of the Federation shall have the right to submit any ideas or suggestion to the Board in writing for consideration and attend any Board meetings.
E. Four Trustees shall constitute a quorum for the transaction of business at any regular or special meeting.
Section 7
– Board Vacancy and Replacement
A. The position of a Trustee may be
vacated by any of the following means:
a. The written resignation of the Trustee;
b. The majority vote of the Board due to absence without notification and valid reason from three successive regular Board meetings (absences may be excused by the Board upon written request);
c. The majority vote of the Board due to failure to fulfill the Board duties as specified in Article III, Section 5;
d. The majority vote of the
Membership due to failure to fulfill Board duties as
specified in Article III, Section 5.
B. Should a vacancy occur on the
Board within eight weeks of the annual Membership meeting,
the Membership shall elect a successor for such vacancy in
accordance with Article III, Section 4. Should a vacancy
occur on the Board more than eight weeks before the annual
Membership meeting, the Board shall elect a replacement for
such vacancy according to the following criteria:
a. Vote shall be by ballot at its next regular or special meeting;
b. Only persons meeting qualifications specified in Article III, Section 4-b may be considered as replacements;
c. A majority of Trustees, present and voting, shall be necessary to elect;
d. The term of such elected replacement Trustee shall expire on the date of the end of that particular term; and,
e. At the annual Membership meeting, the Membership shall elect a successor for the ensuing term, in accordance with Article III, Section 4.
Article IV – Officers of the Board
Section 1 – Officers, Election, and Term of Office
A. The Voting officers of the Board shall consist of a President, a Vice President, a Secretary, Treasurer and Sergeant At Arms and two (2) Trustees.
B. Non-Voting officers consist of Elected Clergy, and Member Relations Officer (MRO).
C. No individual may hold more than one voting elected office per term.
D. The officers shall hold their respective office for a term of one year or until their qualified replacements are elected.
Section 2 – President
A. The President shall preside at all Board meetings and Membership meetings.
B. The president shall be an ex-officio member of all committees, which are authorized by the Board.
C. The President shall designate appointments to all committees as specified in Article V, Section 1.
D. The President shall sign any such papers or documents, upon proper authorization, as may be necessary.
Section 3 – Vice President
A. The Vice President shall, in the absence of or as directed by the President, perform all the duties of the President.
B. The Vice President shall become President, in case of a vacancy in the office of President, and a new Vice President shall be elected from among the Trustees for the remainder of the term.
Section 4
– Secretary
A. The Secretary shall keep, or cause to be kept, full and accurate minutes of all Board and Membership meetings, reporting said minutes at the next meeting.
B. The Secretary shall keep, or cause to be kept, all reports, contracts, legal papers, minutes, and corporate seal. Being the property of the Federation, the above items shall be kept at the headquarters of the Federation when not on the person of the Secretary.
C. The Secretary shall sign all corporate records where a signature is required by law.
D. The Secretary shall keep, or cause to be kept all membership records.
Section 5
– Treasurer
A. The Treasurer shall be custodian of the funds of the Federation, paying out, or causing to be paid out, said funds when authorized by the Board.
B. The Treasurer shall count, or cause to be counted by qualified persons, all monies received, and deposit, or cause to be deposited, all money or other valuable effects of the Federation in the name and to the credit of the Federation in such depository as may be designated by and acceptable to the Board.
C. The Treasurer shall keep, or cause to be kept, on record books belonging to the Federation, a complete and accurate account of all receipts, disbursements and liabilities of the Federation, submitting a report of such to the Board at each Regular meeting. All Record books, Bank books, Check books, receipts, warrants, vouchers, and other records being the property of the Federation shall be kept at the headquarters of the Federation at all times, when not on the person of the Treasurer during Federation events and activities.
D. The Treasurer shall submit a financial report, covering the last complete fiscal period, at the annual Membership meeting. All active Members shall be given a copy of the report.
E. The Treasurer shall sign for the Federation all checks, in accordance with Article VII, Section 1; all corporate instruction on which his/her signature is required by law; and all contracts, orders, and conveyances involving the finances of the Federation.
F. The Treasurer shall, upon request, deliver all records pertaining to his/her office to an auditing committee; said auditing committee shall be appointed by the Board at any time, but no less than annually, and shall be given such powers as they may deem necessary and proper.
G. The Treasurer shall file with the Federation a surety bond in such form and amount and with such surety agent or agents as may be required by the Board. The cost of this bond will be paid by the Federation. See Article III, Section 5-k.
Section 6
– Trustees
A. The Trustees shall exercise their votes in accordance with their conscience and in accordance with the purposes and spirit of the Federation as recorded in Article I, Section 1 of these Bylaws.
B. Trustees shall endeavor to poll members of the Federation regarding various viewpoints as to matters of governance.
Section 7
– Sergeant At Arms
A. The Sergeant At Arms works in conjunction with the MRO and shall be the Lead Serenity Keeper at Federation events.
B. The Sergeant At Arms shall assure that no member or guest of Federation Members present at Federation events is harassed, or in anyway distressed or in harms way, whether the apparent cause is from within or without the membership.
C. The Sergeant At Arms shall uphold and enforce all Federation rules and regulations.
D. The Sergeant At Arms shall have
the authority to deputize Federation members to assume
his/her role in the event of an absence from an event or as
needed.
Section 8 – Non Voting Officers – Member Relations Officer (MRO)
1. Member Relations Officer will act as counsel and advisor to the Board and Officers.
2. Term
a. The term of office will be for one year and approved by the majority of the Federation board members immediately following the annual election.
b. The MRO can be removed from position at any time by a majority vote of the Board of Trustees.
c. The position of MRO can be
repealed at any time by the Board if it deems such action
necessary.
3. Duties and Responsibilities
a. Receiving all valid concerns of the Federation members and Event attendees.
b. Reporting member and visitor concerns to the Board members at the next regular meeting.
c. Accurately relaying information from the board to members and Event attendees.
Section 9 – Non Voting Officers – Elected Clergy
4. Elected Clergy act as counsel
and advisors to the Membership, Board and Officers.
Article V – Committees
Section 1 – General Board Committees
The President with the approval of the Board shall designate appointments to authorized Board committees, for any specific purpose. The President is an ex-officio member of all committees. Clergy and MRO shall also be considered members of all committees and shall be notified of all meetings.
Article VI – Presenters
Lectures, Rites and Rituals by presenters other than Federation Clergy and Members may be given from time to time before the Federation or groups within the Federation. Such presenters, whether for the public in general, the Federation, or groups within the Federation, shall be approved by the Board. When compensation for such presenters is to be paid for by the Federation, the amount, or percent of receipts shall be agreed upon by the Board.
Article VII – Fiscal Responsibilities
Section 1 – Signing of Official Papers and Documents
All notes, checks, drafts, and orders for payment of money issued by the Federation shall be signed and counter-signed in the Federation’s name by any two of the following: the Treasurer, the President or the Vice President. If the President, or Vice-President, are unable, for any reason, to fulfill their legal obligation in signing these documents, they shall submit to the Board of Trustees their inability to fulfill said obligation, and the Board of Trustees shall appoint a member of the Board to fulfill this roll. The person appointed shall have to submit a pro forma Budget as per Article III, Section 4- B, Paragraph e.
Section 2 – Signing of Contracts and Conveyances
All written contracts and conveyances, except as otherwise
provided herein, or otherwise required by Michigan law,
shall be executed in the corporate name of the Federation by
the President and Secretary after approval by the Board.
They shall be countersigned by the Treasurer in all cases
where the Federation is obligated financially in any way
whatsoever. If such contracts or conveyance involve the
sale, pledge, or purchase of real property, they shall be
executed only after approval by the Membership as set forth
in Article III, Sections 5-f.
Article VIII – General Policies
Section 1 – Grounds and Buildings
Any properties the Federation now owns or may acquire, shall be maintained solely for fulfilling the purpose and ideals of the Federation as set forth in Article 1 Section 1, of these Bylaws. Neither the buildings, grounds, nor other facilities shall be rented nor loaned to anyone nor used for any purpose other than for Federation activities, except by special permission of the Board. The Board shall be aware of its civic responsibility in the community, and shall consider requests from civic organizations other than political parties carefully before granting or withholding approval.
Section
2 – Tickets and Fund Raising
No tickets and/or merchandise shall be sold on the premises of the Federation for the profit of an individual or an organization without the express, recorded consent of the Board.
Section
3 – Sales
No merchandise of any kind shall be sold or displayed on the premises of any Federation event without the express approval of the Board.
Article IX – Seal
The Seal shall consist of the name of the Federation and be enclosed in a circle.
Article X – Order of Business and Rules of Order
Section 1 – Order of Business
The regular order of business at Board and Membership meetings shall be as follows, unless otherwise agreed upon by the Board:
1. Call to Order
2. Roll Call
3. Secretary’s Report
4. Treasurer’s Report
5. Committee Reports
6. Unfinished Business
7. New Business
8. Adjournment
Section 2 – Rules of Order
Roberts Rules of Order shall be the authority of this Federation on parliamentary law and its usage, unless otherwise provided for in these Bylaws or in the Articles of Association of the Federation.
Article XI – Amendments
Section 1
These
Bylaws may be amended when necessary by majority vote of the
Board of Trustees and ratification by membership as
described in this Article, Section 2.
All Proposed amendments must be submitted to the Secretary
for presentation to the Board and Membership.
Section 2
Changes, alterations, or amendments to these Bylaws must be made by voting members of the Federation, after notice in writing setting for the proposed changes, alterations, or amendments, have been mailed to all Members at least ten (10) days prior to the Membership meeting is to be held, and such changes, alterations, or amendments to said Bylaws shall not become effective until a quorum consisting of at least 15% of the membership has been polled and 2/3 of said Members shall vote affirmatively in favor of such changes, alterations, or amendments.
Article XII –Dissolution
Should the Federation dissolve, all property and funds remaining after payments of the debts of the Federation shall be held until suitable organization(s) with similar purpose is identified by the Board and Membership to receive our legacy.
Should this prove impossible, any assets remaining of the Center after dissolution shall be disposed of by a Court of Competent jurisdiction of the County in which the principal office of the Federation 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 purposes set out in Section 501( c ) – 3 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Code).
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