Category: By-Laws

TABLE OF CONTENT

 

Preamble

Article 1:     Fulfillment Structure, Administration and Affiliation

1.1  Name

1.2  Principal Office

1.3  Purpose, Mission, Vision, and Intention

1.3.1  Purpose, Vision, and Mission

1.3.2  Centers for Spiritual Living

1.3.3  Global Heart

1.4  Fulfillment Structure and Administrative Responsibilities

1.4.1  CORE (Consciousness of Reality Evolving) Structure

1.4.2  GSLG Policy and Procedure Manual

1.4.2.1  Administrative Responsibility

1.4.2.2  Administrative Review

1.5  Affiliation with the Centers for Spiritual Living

 

Article 2:     CORE Council (Board of Trustees)

2.1  CORE Council Powers and Responsibilities

2.1.1  CORE Council Composition

2.1.1.1  Chair of the CORE Council

2.1.1.2  Co-Chair of the CORE Council

2.1.1.2  Secretary

2.1.1.4  Treasurer

2.1.1.5  Liaisons

2.1.1.6  Combination of Offices

2.1.1.7  CORE Council Terms of Office

2.1.1.8  CORE Council Eligibility

2.1.1.9  Resignation of a CORE Council Member

2.1.1.10 Removal of a CORE Council Member

2.1.1.11 CORE Council Vacancies Filled by CORE Council

2.1.1.12 CORE Council Quorum

2.2  General Corporate Powers and Responsibilities

2.2.1  General Corporate Powers of the CORE Council

2.2.2  Corporate Officers

2.2.3  Fiscal Authority

2.2.3.1  Real Property

2.2.3.2  Endowments

2.2.3.3  Gift Acceptance Policies and Guidelines

2.2.4  Indemnification of CORE Council Members, Officers, Employees, and Other Agents

2.3  Transaction with Interested Parties

2.4  No Compensation for CORE Council Members

 

Article 3:     Circles, Teams, Focus Groups, and Ministries

3.1  Circles Eligibility, Composition, and Duties

3.2  Circle Membership

3.2.1  Eligibility to Serve on a Circle

3.2.2  Eligibility to Serve as a Circle Leader

3.2.3  Vacancy of a Circle Member

3.2.3.1  Resignation of a Circle Member

3.2.3.2  Removal of a Circle Member

3.3  Circles Created by these Bylaws

3.3.1  Ecclesiastical Circle

3.3.1.1  Composition of the Ecclesiastical Circle

3.3.2  Stewardship Circle

3.3.2.1  Composition of the Stewardship Circle

3.3.3  Vision Circle

3.3.3.1  Composition of the Vision Circle

 

Article 4:     Community Spiritual Leader

4.1  Community Spiritual Leader

4.1.1  Qualifications

4.2  Selection of a Senior Minister

4.3  Removal of Community Spiritual Leader

4.4  Vacancy in the Office of Community Spiritual Leader

4.5  Support and Compensation of the Community Spiritual Leader

4.6  Authority to Establish Office of Co-Minister

 

Article 5:     Youth Community Leader

5.1 Youth Community Leader

5.2  Qualifications

5.3  Selection of Youth Community Leader

5.4  Term of Office

5.5  Support for the Youth Community Leader

 

Article 6:     Membership

6.1  General Membership

6.2  Voting Member

6.3  Youth Member

6.4  Membership Renewal

6.4.1  General Membership

6.4.2  Voting Membership

6.4.3  Youth Membership

6.5  Settlement of Disputes

6.6  Good Standing

6.7  Termination

6.8  Powers of Voting Members

 

Article 7:     Meetings of the Members

7.1  Official Meetings of the Membership

7.1.1  Time and Place of the Official Meetings

7.1.2  Annual Meeting of the Membership

7.1.3  Special Meetings

7.2  Voting at Official Meetings of Members

7.2.1  Roster of Eligible Voters

7.2.2 Voter Roster for Special Meeting

7.2.3  Registered Voters

7.2.4  Proxy Votes

7.2.5  Quorum

7.2.6  Required Majority

7.2.7  Conduct of Election

7.3  Nominations

7.3.1  Nominations by CORE Council

7.3.2  Nominations from the Floor

 

Article 8:     Meetings of the CORE Council or Other Circles

8.1  Conduct of Meetings

8.1.1  Executive Sessions

8.1.2  Time and Location of Meetings

8.1.3  Authority of Electronic Meetings

8.1.4  Adjournment

8.2  Special Meetings

8.3  Meeting Quorum

8.4  Action without Meeting

8.5  Election of Officers

8.6  General Notice Announcements

 

Article 9:     Consensus Decision Making and Shared Leadership

9.1  Consensus Decision Making

9.2  Model for Consensus Decision Making

9.3  Role of Shared Leadership

 

Article 10:    Records and Reports

10.1  Maintenance of Records

10.1.1  Minutes of Meetings

10.1.1  Membership Record

10.1.3  Financial Records

10.1.4  Corporate and Other Documents

10.2  Inspection Rights

10.2.2  CORE Council Members’ Inspection Rights

 

Article 11:    Amendment of Bylaws

11.1 Procedures for Amendment of Bylaws

11.1.1  Notice

11.1.2  Effective Date

11.2  Disaffiliation with Centers for Spiritual Living

11.2.1  Resolution of the CORE Council

11.2.2  Confirmation Vote of Membership

11.2.3  Special Informational Meeting with Centers for Spiritual Living Representative

11.2.4  Special Meeting:  Formal Vote of Disaffiliation

 

Article 12:    Dissolution

12.1  Procedures of Dissolution

12.2  Notice

12.3  Distribution of Assets

 

Article 13:    Construction and Definitions

13.1  Construction and Definition

 

Article 14:    Miscellaneous

14.1  Conflict of Interest

 

Certificate of Secretary

 

Dates of Amendments

 

 

 

Bylaws of the

Center for Spiritual Living Graham, Inc.

A North Carolina Nonprofit Religious Corporation

 

PREAMBLE

American metaphysician Ernest Holmes developed the Science of Mind (SOM), a spiritual teaching for the modern world. He defined it is as “a correlation of laws of science, opinions of philosophy, and revelations of religion, as applied to human needs and aspirations of man.” SOM unites, in a simple and useful form, the essence of the spiritual concepts which have been presented by the great teachers of all ages, doing so in a manner which is clear, concise, and practical.

We believe that the SOM philosophy can transform the hearts and minds of humanity and contribute significantly to bringing love, harmony peace, and abundance to all people everywhere, without consideration of race, color, gender, sexual orientation, religion, national origin, age, or physical conditions. Therefore, the Center for Spiritual Living Graham, Inc. community does hereby affirm that it is a teaching and healing ministry carrying SOM to the people of the world, at all levels, using all available resources in the most effective manner possible.

The Bylaws of this corporation are adopted for the purpose of prescribing and defining the structure of this community and the means and methods by which this Center, its membership, and its officers shall function and carry out their respective duties, obligations, and purposes which are further delineated in the Center’s Policy and Procedure Manual (P&PM). The Bylaws contained within are the highest governing authority within the organization. No other provisions contained in any other documents shall be interpreted nor permitted to supersede or change the intention of language contained within the Bylaws. In the event that the specified provisions of the Bylaws or the P&PM do not cover any purpose or action that may be deemed necessary or in the best interest of the Center for Spiritual Living Graham, North Carolina Law shall apply.

 

 

 

 

 

 

 

 

ARTICLE 1

Fulfillment Structure, Administration, and Affiliation

 

• Name

The name of this religious corporation is the Center for Spiritual Living Graham, Inc. (CSLG), or the Center.

 

• Principle Office

The principle office for the transaction of the business of the Center for Spiritual Living Graham, Inc. is located at 309 S. Maple Street, Graham, North Carolina 27253, and may be relocated by the CORE Council. The CORE Council may establish branch or subordinate locations as may be appropriate to fulfill the Center’s mission and vision at any place or places where CSLG is qualified to do business.

 

• Purpose, Mission, Vision, and Intention

 

1.3.1 Purpose, Vision, and Vision

CSLG, an ever-evolving expression of Spirit, is vision-guided, purpose-driven, and values-based. The Purpose, Mission, and Vision Statements of the Center are articulated in the CSLG P&PM that evolves with and as the contemporaneous expression of the Center’s evolution.

 

1.3.2 Centers for Spiritual Living

CSLG is a covenanted member of Centers for Spiritual Living, 573 Park Point Drive, Golden, Colorado 80401.

 

1.3.3 Global Heart

CSLG is a global spiritual community of people pervasively caring for and about each other and the entire human family thereby bringing the gift of active compassion to the world. CSLG is a point of inspiration which effectively advances the fulfillment of the Global Heart Vision of Centers for Spiritual Living.

 

• Fulfillment Structure and Administrative Responsibilities

 

1.4.1 CORE (Consciousness of Reality Evolving) Structure

By these Bylaws, the Center shall establish and maintain its structure consisting of a CORE Council, which shall act as the Board of Trustees of CSLG, and Circles established by these Bylaws. Other Circles, Teams, Focus Groups, and Ministries may from time to time be added to fulfill the vision and mission of the Center. Duties and policies of Circles, Teams, Focus Groups, and Ministries are further delineated in the Center’s P&PM.

 

1.4.2 CSLG Policy and Procedure Manual

The P&PM sets forth the administrative structure of CSLG. It is an organic plan that depicts the ever-evolving character and functionality of CSLG. The P&PM shall include all Center policies, job descriptions, and organization charts depicting lines of responsibility in the administration of the Center. The P&PM shall be kept in the Center’s office and made available to any member of the Center.

 

1.4.2.1 Administrative Responsibility

The CORE Council shall establish and maintain the P&PM to provide such administrative structure as it deems necessary for the effective and efficient management of the affairs of the Center.

 

1.4.2.2 Administrative Review

It is acknowledged that the P&PM is a fluid expression of Spirit and subject to modification to remain in alignment with and support of the ongoing evolution of CSLG. The CORE Council shall review the P&PM, at least annually, and amend as necessary to ensure its effectiveness and efficiency in administering and managing the affairs of CSLG.

 

1.5 Affiliation with Centers for Spiritual Living

This Center is affiliated with Centers for Spiritual Living, a Colorado Nonprofit Religious Corporation. In accordance withthe terms of the Member Community Affiliation Agreement entered into between this Center and Centers for Spiritual Living, nothing in these Bylaws shall conflict with the Centers for Spiritual Living Organizational Design Model, Centers for Spiritual Living Bylaws, or the provisions of Centers for Spiritual Living’s Articles of Incorporation relating to the exempt status of the Centers for Spiritual Living and/or this Center under Section 501(c)3 of the Internal Revenue Code, as any of those documents are amended from time to time.

 

 

ARTICLE 2

CORE Council (Board of Trustees)

 

2.1 CORE Council Powers and Responsibilities

The CORE Council (which will serve as the Corporate Board of Trustees but hereinafter called CORE Council) takes its name from the acronym “Consciousness of Reality Evolving.” The CORE Council is charged with conducting the business matters and overseeing the day-to-day operations of the Center. All meetings shall be conducted CCORCCORDANCE WITH these Bylaws. The functions and processes of the CORE Council are delineated in the P&PM.

 

2.1.1 CORE Council Composition

The CORE Council of this corporation shall consist of no more than eight (8) members in good standing, excluding the Community Spiritual Leader, elected from the congregation. Specific eligibility, duties, and responsibilities are set forth herein and expanded upon in the P&PM. Only elected CORE Council members may participate in decisions regarding the conditions of the Community Spiritual Leader’s employment including and not limited to term, termination, compensation, and benefits for that position.

 

2.1.1.1 Chair of the CORE Council

The Chair shall preside at the meetings of the CORE Council, and shall be the Presiding Officer for Annual Meetings and other business meetings, as needed. The Chair shall conduct the business in accordance with the Bylaws and the P&PM. The Chair is authorized, along with the Community Spiritual Leader, to execute the Covenant with Centers for Spiritual Living.

 

2.1.1.2 C0-Chair of the CORE Council

The Co-Chair shall preside at all meetings of the CORE Council in the absence of the Chair and perform such other duties as may be prescribed by these Bylaws, the P&PM, or the CORE Council.

 

2.1.1.3 Secretary

The Secretary shall give, or cause to be given, notice of all meetings, keep the seal of the corporation in safe custody, and perform such other duties as may be prescribed by these Bylaws, the P&PM, or the CORE Council.

 

2.1.1.4 Treasurer

The Treasurer is the Chief Financial Officer of CSLG and answers directly to the CORE Council. The Treasurer shall perform such other duties as prescribed by these Bylaws, the P&PM, or the CORE Council

 

2.1.1.5 Liaisons

Each CORE Council member not serving as an officer shall serve as a liaison to one or more of the Circles established by these Bylaws or added in accordance with with the P&PM to ensure that every Circle has a liaison.

 

2.1.1.6 Combination of Offices

Any two or more offices, other than the offices of Chair and Secretary, may be combined.

 

 

2.1.1.7 CORE Council Term of Office

The members of the CORE Council shall be elected by the members of this Center at the annual meeting of the membership for a term of three (3) years. An elected member of the CORE Council may stand for re-election for one additional three (3) year term, but after serving for two consecutive terms the member may not stand for re-election again until at least one year after the expiration of the member’s second term. After such time such member is again eligible to serve for two consecutive three (3) year terms.

 

2.1.1.8 CORE Council Eligibility

To be eligible to be elected, or appointed, as a member of the CORE Council, a candidate must be a voting member in good standing as certified by the Secretary of the CORE Council and;

1. Be at least 18 years old
2. A current member of this Center for at least one year
3. Be identifiably supporting the activities of this Center through the giving of their time, talent, and treasures
4. Have taken the Foundations Course or the equivalent to be determined by the Ecclesiastical Circle
5. Not have a married or equivalent domestic partner, child, or parent serving on the CORE Council concurrently; and
6. Not be an employee or monthly service contractor of the Center

 

2.1.1.9 Resignation of a CORE Council Member

Any member may resign at any time by giving written notice to the CORE Council. Any resignation shall take effect at the time of receipt of the notice or at any time later specified in that notice. Unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. A CORE Council member who is absent from three consecutive meetings, without reasonable excuse; absent from three regular and/or special meetings within a 12-month period, without reasonable excuse; or ceases to meet eligibility requirements of his/her position on the CORE Council shall be deemed to have resigned.

 

2.1.1.10 Removal of a CORE Council Member

A CORE Council member may be removed by resolution adopted by consensus of the remaining CORE Council members. Should the CORE Council Chair be the member being considered for removal, the Co-Chair shall assume the powers and perform the functions of the Chair in the removal process.

 

2.1.1.11 CORE Council Vacancies Filled by CORE Council

A vacancy of a CORE Council position shall be deemed to exist on the occurrence of the death or resignation of any member, or upon the removal of a member in accordance with these Bylaws. In the event of a vacancy on the CORE Council, a voting member of the Center in good standing, and meeting all eligibility requirements, may be appointed by consensus decision of the CORE Council to fill the remaining term of the vacant position until the next Annual Meeting, at which time the position is to be filled by election. In the event that a vacancy is created by the removal of a CORE Council member by the CORE Council, the position may not be filled by appointment by the CORE Council and must be filled by election by the Center voting membership which shall occur at the next Annual Meeting or a Special Meeting held for that purpose within 60 days of the removal, whichever shall occur first. Any midterm election is for the remaining term of the position being filled.

 

2.1.1.12 CORE Council Quorum

A quorum of the CORE Council shall be a majority of the installed CORE Council members, exclusive of the Community Spiritual Leader. Except as otherwise provided in these Bylaws, the act of the majority of the CORE Council members present at a meeting at which a quorum is present shall be the act of the CORE Council.

 

2.2 General Corporate Powers and Responsibilities

 

2.2.1 General Corporate Powers of the CORE Council

Subject to the Laws of the State of North Carolina and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the members, the business and affairs of the CSLG shall be managed and all corporate powers shall be exercised by or under the direction of the CORE Council.

 

2.2.2 Corporate Officers

The corporate officers of CSLG shall be the Chair, the Co-Chair, the Secretary, and the Treasurer of the Core Council who are selected by the members of the CORE Council. The Community Spiritual Leader may not serve as a corporate officer.

 

2.2.3 Fiscal Authority

No corporate officer or other CORE Council member shall take any fiscal action in the name of the Center without specific pre-approval by the CORE Council. Pre-approval may include specific authorization of the budgeted items or written delegations of authority by the CORE Council.

 

2.2.3.1 Real Property

The CORE Council has the power to approve transactions involving the acquisition and/or conveyance of real property and other assets on behalf of the Center when it is deemed to be in the best interest of the Center.

 

2.2.3.2 Endowments

The CORE Council may establish on behalf of the Center, any endowments for the general purposes or for any specific purpose of the Center.

 

2.2.3.3 Gift Acceptance Policies and Guidelines

The Core Council may solicit and accept gifts for the advancement of awareness and understanding of the philosophy of SOM in accordance with the policies and guidelines contained in the P&PM, consistent with the Center’s general tax exempt purposes, as set forth in the article of incorporation. As so limited, donor designated contributions will be accepted for special funds, purposes or uses as approved by the CORE Council, and such designations generally will be honored. However, the Center shall reserve all rights, title, and interest in and to, and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any funds (including designated contribution) to assure that such funds will be used to carry out the Center’s tax exempt purposes.

 

2.2.4 Indemnification of CORE Council Members, Officers, Employees, and Other Agents

The CORE Council may, to the extent allowed by law, authorize CSLG to indemnify its CORE Council members, officers, employees and other agents against damages and liabilities, including court costs and attorney’s fees, incurred in the course and within the scope of their employment, or in the performance of duties on behalf of the Center, or arising out of their status as CORE Council members, officers, employees and other agents, and may authorize the purchase of insurance on behalf of such persons for the foregoing purposes.

 

2.3 Ecclesiastical Circle

The Ecclesiastical Circle of the Center consists of the Community Spiritual Leader (also referred to as CSL), other ministers serving the Center under a Letter of Call, and Centers for Spiritual Living Practitioners of Religious Science who are members of the Center.

 

2.4 Transaction with Interested Parties

A contract or other transaction between the Center and one or more of its CORE Council members, Community Spiritual Leader, Ministers, Pastors, Officers, or family members thereof (hereinafter “Interested Party”), or between the Center and any other entity, of which one or more of the Center or its CORE Council members, Community Spiritual Leader, Ministers, Pastors, or Officers are also Interested Parties, or have a financial interest, shall be voidable at the sole election of the Center unless all of the following provision are satisfied:

1. The Center entered into the transaction for its own benefit;
2. The transaction was fair and reasonable as to the Center, or was in furtherance of its tax-exempt purposes at the time the Center entered into the transaction;
3. Prior to consummating the transaction, or any part, the CORE Council authorized or approved the transaction, in good faith, by consensus of the CORE Council members then in office, without counting the vote of the interested CORE Council member or CORE Council members, and with knowledge of the material facts concerning the transaction and the Interested Parties’ interest in the transaction; and
4. Prior to authorizing or approving the transaction, the CORE Council, in good faith, determined after reasonable investigation and consideration, that either the Center could not have obtained a more advantageous arrangement, with reasonable effort under the circumstances, or the transaction was in furtherance of the Center’s tax-exempt purposes.
5. Common or interested CORE Council members may not be counted in determining the presence of a quorum at a meeting of the CORE Council (or committee thereof) which authorizes, approves, or ratifies such a contract or transaction. Notwithstanding the above, no loan shall be made by the Center to any of its CORE Council members, Officers, Pastors, or Members. A Conflict of Interest Policy, as set forth within, will provide for full disclosure of material conflicting interests by CORE Council members, Officers, or employees consistent with the above stated policy. This policy shall permit the CORE Council to determine whether the contemplated transaction may be authorized as just, fair, and reasonable to the Center.

 

2.5 No Compensation for CORE Council Members

No salary or compensation shall be paid to any member of the CORE Council in his/her capacity as a member of the CORE Council, but nothing herein shall be construed to preclude any CORE Council member from serving the Center in any other capacity and receiving reasonable compensation, consistent with the limitations set forth in Article 2.1.1.8(6). Moreover, the CORE Council member may receive reasonable reimbursement for travel and other approved expenses upon written documentation.

 

 

Article 3

Circles, Teams, Focus Groups, and Ministries

 

3.1 Circles Eligibility, Composition, and Duties

The eligibility, composition, and duties of individual Circles established by these Bylaws are set forth herein. The roles, responsibilities, and authorities of Circles, teams, focus groups, and ministries established by the CORE Council shall be governed by, and delineated in, the P&PM. No Circles, teams, focus groups, or ministries may take any final action beyond authority granted by the CORE Council.

 

3.2 Circle Membership

 

3.2.1 Eligibility to Serve on a Circle

To serve on a Circle an individual, responding to a heart call to fulfill the mission of a particular Circle, must be at least a general member of the Center in good standing. Circle members shall commit to serve for a minimum of one year. The CORE Council may appoint additional members to any Circle. The Community Spiritual Leader is an ex-officio member of all Circles.

 

3.2.2 Eligibility to Serve as a Circle Leader

To serve as a Circle Leader, an individual must be a voting member of the Center in good standing. Each Circle Leader) is selected for a one year term by the Circle members subject to confirmation by the CORE Council. A Circle Leader may serve consecutive terms. If any Circle is without a Circle Leader for thirty days or more, the CORE Council may appoint a new Leader.

 

3.2.3 Vacancy of Circle member

A vacancy or vacancies in a Circle position shall be deemed to exist at the occurrence of the death or resignation of any member or upon the removal of member in accordance with these Bylaws.

 

3.2.3.1 Resignation of a Circle Member

Any Circle member may resign at any time by giving written notice to the CORE Council. Any resignation shall take effect at the time of receipt of the notice or at any later time specified in that notice. Unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective.  Absence from three consecutive meetings or failure to maintain qualifications for the Circle member position may be cause for removal.

 

3.2.3.2 Removal of Circle Member

Any member of a Circle may be removed from office by resolution adopted by consensus of the CORE Council.

 

3.3 Circles Created by these Bylaws

 

 

 

3.3.1 Ecclesiastical Circle

The Ecclesiastical Circle is responsible for the spiritual wellbeing of the Center.

 

3.3.1.1 Composition of the Ecclesiastical Circle

The Ecclesiastical Circle shall consist of the Community Spiritual Leader who shall serve as Leader and other ecclesiastical officers as are appointed by the CSL. In the event of a vacancy in the position of CSL, an Ecclesiastical Officer must be appointed by the CORE Council, selected from ministers or practitioners within the existing Ecclesiastical Circle, to fill the position of the Ecclesiastical Circle Leader pending selection of a new Community Spiritual Leader.

 

3.3.2 Stewardship Circle

The Stewardship Circle is charged with advising and assisting the Core Council in oversight of all fiscal and physical assets of the Center, including but not limited to matters related to fund raising, annual pledge campaign, budgeting, and capital investment to ensure the financial wellbeing of the Center.

 

3.3.2.1 Composition of the Stewardship Circle

The Stewardship Circle shall consist of a Leader and voting members of the Center in good standing appointed by the CORE Council. No person may serve on the Stewardship Circle concomitantly with their spouse, domestic partner, parent, or child.

 

3.3.3 Vision Circle

The Vision Circle is charged with conducting visioning, vision training, and receiving vision and co-creation input from Circles and teams throughout the spiritual community to reveal the emergence of Spirit in and as CSLG. The Vision Circle shall furnish a compilation of vision and co-creation input to provide guidance to the CORE Council at regular intervals.

 

3.3.3.1 Composition of the Vision Circle

The Vision Circle shall consist of a Leader and at least three voting members of the Center in good standing.

 

 

Article 4

Community Spiritual Leader

 

4.1 Community Spiritual Leader

The Senior Minister for CSLG is the Community Spiritual Leader. The CSL is the leader of our spiritual community overseeing all ecclesiastical matters and providing guidance in all other aspects of the Center since there is nothing in the world of form that is not Spirit. The CSL designates the delegate(s) to the Annual Gathering of the Centers for Spiritual Living. The CSL, along with the Chair of the CORE Council, is authorized to execute the Covenant with Centers for Spiritual Living. The duties of the CSL are detailed in the P&PM.

 

4.1.1 Qualifications

No person shall hold an office of Senior Minister of this Center unless s/he shall have been approved by the Centers for Spiritual Living, or unless the Leadership Council of Centers for Spiritual Living accept the minister’s qualifications from another organization, and such minister affiliates with Centers for Spiritual Living.

 

4.2 Selection of a Senior Minister

The selection of a Senior Minister shall be determined by the membership. All other aspects of the contractual relations between the Senior Minister and this Center shall be determined by the CORE Council. Except as otherwise provided in these Bylaws, the terms under which the CSL shall be retained shall be set forth in a written contract in the form of a Letter of Call agreed to between the CORE Council and the CSL.

 

4.3 Removal of Community Spiritual Leader

Notwithstanding any provision of the Letter of Call or any other agreement or understanding, the employment of the CSL shall be terminated without liability by action of the voting members of the Center in good standing as provide by these Bylaws. Notice of proposed termination of the services of the CSL shall first be given to the Office of Community Affiliation Coordinator, Centers for Spiritual Living, so that a representative may attend and be heard at the meeting called for the purpose of voting on the termination of the services of the CSL. Such meeting must comprise of no less than 50% of the voting members in good standing of this Center. The resolution to terminate the services of the CSL must be approved by at least two-thirds (2/3) of the voting members present. Notice of the time, place, and purpose of the Special Meeting must be provided as set forth within.

 

4.4 Vacancy in the Office of Community Spiritual Leader

When the office of CSL becomes, or is expected to become, vacant for any reason, the CORE Council shall have the authority to appoint an interim Community Spiritual Leader. The CORE Council shall also appoint a Selection Committee consisting of two CORE Council members and two voting members of the Center in good standing who are not CORE Council members, officers, or employees of the Center. At least one of the four members shall be a Practitioner. The Committee shall work within the guidelines of candidacy as provided by Centers for Spiritual Living. The Committee shall present the name or names and qualifications of the person(s) selected to the CORE Council. If the CORE Council approves such a selection or selections, it shall present the candidate or candidates to a Special meeting of the membership, called for the purpose of selecting a single candidate. Selection requires a majority approval of the members present at the meeting. If the members approve the candidate, the CORE Council shall extend a written Letter of Call to such person to become the Community Spiritual Leader of the Center. If the membership does not approve a candidate, the CORE Council shall notify the candidate or candidates of the membership’s decision and the Committee shall present such further names obtained from the Centers for Spiritual Living as may be necessary to obtain a selection satisfactory to the membership.

 

4.5 Support and Compensation of the Community Spiritual Leader

The Community Spiritual Leader can request to be supported by a staff. The CORE Council shall determine the position description including compensation and benefits of staff employment.

 

4.6 Authority to Establish Office of Co-Minister

With the prior approval and consent of this Center’s Senior Minister and CORE Council, and upon two-thirds (2/3) vote of the entire membership voting at a regular or special meeting called for that purpose, this Center may establish and select an individual to serve as the Center’s Co-Minister. Unless otherwise specifically provided in the Co-Minister’s Letter of Call or employment contract, the rights, powers, and responsibilities of any Co-Minister shall be co-extensive with the rights, powers, and responsibilities of the CSL of this Center.

 

 

Article 5

Youth Community Leader

 

5.1 Youth Community Leader

The Youth Community Leader represents and emphasizes the importance of youth in our Community. The duties and policies of the Youth Community Leader (also referred to herein as YCL) shall be, but not limited to, those set forth in the P&PM. The YCL shall serve as Chair of the Youth Council and participate on the Vision Circle as much as possible.

 

5.2 Qualifications

The YCL shall be between the ages of 14 and 18, attend service no less than twice per month and volunteer to the Center at least once a month, which may be counted as one of the days attendance.

 

5.3 Selection of Youth Community Leader

The YCL shall be a youth member selected by the CORE Council according to procedures set forth in the P&PM.

 

5.4 Term of Office

The YCL shall serve a one-year term with the opportunity to be re-selected to one successive term.

 

5.5 Support for the Youth Community Leader

The YCL shall receive an expense stipend to be determined and allocated by the CORE Council.

 

 

Article 6

Membership

 

There are three levels of member: general member, voting member, and youth member. All members shall have an equal opportunity to express opinions on business matters.

 

6.1 General Member

A general member in good standing is any individual, age 18 years or over, who has chosen to become a recognized member of CSLG by completing a membership application on which s/he has committed his/her intention to live by the Guiding Principles and Values of the Center and SOM philosophy, and to uphold the Center’s purpose, mission, and vision by sharing his/her time, talents, and treasures.  Membership is confirmed upon written acknowledgement by the CORE Council.

 

6.2 Voting Member

Voting is a privilege reserved for those who actively participate in the Center. A general member in good standing for no less than 60 days, may apply to become a voting member by completing an application for Voting Membership on which s/he:

1) Pledge financial support to the Center;

2) Provide the date of successful completion of an approved entry level class as set forth in the P&PM.

The CORE Council confirms initial voting membership in writing.

 

6.3 Youth Member

A youth member in good standing is any individual, ages 13 through 18, who has chosen to become a recognized member of CSLG, and:

1) Has completed a membership application which has been approved by

the CORE Council;

2) Has committed, to the best of his/her ability, to live by the

Guiding Principles and uphold the teachings and practices of

the SOM philosophy;

3) Upholds the purpose, mission, and vision of the Center, and acts

to promote harmony and oneness within the spiritual community;

4) Shares his/her time, talents, and treasures; and

5) Regularly attends the religious and youth functions of the Center.

 

6.4 Membership Renewal

 

6.4.1 General Membership

General membership is for an indefinite term and does not need to be renewed unless terminated as described below.

 

6.4.2 Voting Membership

Voting membership is to be renewed on an annual basis. Such renewal is to be submitted in writing as part of an annual pledge campaign or as otherwise prescribed in the P&PM.

 

6.4.3 Youth Membership

Youth membership is for an indefinite term within the age group specified in these Bylaws, unless terminated as described below, and does not need to be renewed.

 

6.5 Settlement of Disputes

In any dispute arising between and among Center members or staff, the dispute shall be resolved in accordance with the Conflict and Dispute Resolution set forth in the P&PM. Minister(s) and/or practitioner(s) involved in any dispute are to follow the procedures set forth in their respective codes. When a conflict arises within or against the Center, it is the responsibility of all concerned to seek a resolution that reaches the highest and best for all parties involved.

 

6.6 Good Standing

A member is considered to be in good standing when he/she

1. Upholds the teachings and practices of SOM and to exemplify these teachings and practices in daily life;
2. Reads, studies, and practices the literature and principles of SOM diligently;
3. Attends the religious and social functions of the Center;
4. Makes regular and identifiable contributions of their time, talent, and treasure to support this Center;
5. Attends the business meetings of the Center, whenever possible, and votes therein;
6. Holds office and/or serves in circles, committees or teams
7. Upholds the purpose, mission, and vision of the Center, and acts to promote harmony and oneness within the spiritual community.

Good standing shall be presumed unless a finding is made by the CORE Council that a given member is not in good standing pursuant to the provisions of these Bylaws.

 

6.7 Termination

Membership may be automatically terminated through death/transition, resignation, or transfer to another Center. Membership may also be terminated by action of the CORE Council should it determine that the member no longer meets the requirements of a member in good standing as established herein. Such a finding may occur where the records show that for a period of one year or more there has been a complete lack of interest, either materially, or with regard to participation in the service and/or affairs of the Center and/or where the member has clearly demonstrated opposition to the purpose of the Center or its teachings. The member will be provided with a written notice of the time and place of the meeting to consider the membership termination. It will be sent by mail, to the last known address of the member, at least 14 days in advance of the meeting. The notice shall include the reason for termination and advise the member his/her right to appear at the meeting of the CORE Council and be heard. The CORE Council shall have the power to review and consider special circumstances and make an exception where it is in the best interest of the Center and the member.

 

6.8 Powers of Voting Members

All voting members have the power to consider and act on reports and resolutions not in conflict with these Bylaws or the rules of the CORE Council. The voting membership may compel the CORE Council to convene a Special Meeting by presentation of a petition containing no less than 20% of the voting members’ signatures.

 

 

Article 7

Meetings of the Members

 

7.1 Official Meetings of the Membership

There are only two types of official meetings of the Center membership: Annual Meetings and Special Meetings. Such meetings may only be called by a majority of the CORE Council members or the CSL. The voting membership in good standing may compel the CORE Council to convene a Special Meeting in accordance with these Bylaws. The CORE Council may prescribe rules for the conduct of the business and affairs at official meetings.

 

 

 

7.1.1 Time and Place of the Official Meetings

All meetings of the members shall be held either at the principle office or place of worship of this Center or at any other place, which may be designated by the CORE Council in the event it cannot be held at the office.

 

7.1.2 Annual Meeting of the Membership

The Annual Meeting of the membership shall be held in February of each year, or as established by the CORE Council. Candidates for vacancies on the CORE Council shall be elected at the Annual Meeting. Reports of the affairs of the Center shall be presented, annual financial reports shall be reviewed, the budget for the next year shall be approved by the voting members, and such other business as may be brought before the membership by CORE Council, CSL, or a voting member. Written notice of each annual meeting, disseminated as described in section 8.6 of these Bylaws, shall be given to members in good standing at least thirty (30) days prior to such meeting.

 

7.1.3 Special Meetings

Special Meetings of the members may be called at any time by a consensus of the CORE Council or the CSL. Notice of any Special Meetings shall be given in the same manner as for an Annual Meeting of members except that such meeting may be called upon notice of seven (7) days in advance, except as otherwise provided in these Bylaws. Such notice must state the purpose(s) for which the meeting is being called. Only business within the purpose(s) described in the meeting notice may be conducted at a Special Meeting. No official business may be transacted if the Special Meeting notice is not properly given, in which case, the meeting will be considered an unofficial meeting and any matters addressed will be considered advisory in nature only.

 

7.2 Voting at Official Meetings of Members

 

7.2.1 Roster of Eligible Voters

Only voting members in good standing shall be eligible to vote. Prior to any election or other matter(s) requiring a vote of the qualified voting membership, the CORE Council shall reconfirm the eligibility of each voting member in accordance with these Bylaws including verification of actual financial support consistent with their pledge. A certified list containing the name, mailing address and telephone number of all voting members shall be maintained and published semi-annually by the Secretary of the CORE Council. The Secretary of the CORE Council shall post it in the Sanctuary forty-five (45) days before each Annual Meeting for examination by members. Requests for changes to the list may be made to the CORE Council up to ten (10) days prior to an Annual Meeting. The Roster of Eligible Voters shall be confirmed by the Secretary of the CORE Council seven (7) days prior to the meeting. No changes may be made to the confirmed Voter Roster on the day of an Annual Meeting.

 

7.2.2 Voter Roster for Special Meetings

The Voter Roster for a Special Meeting shall be the most recent certified list of voting members, as updated to include any newly qualified voting members, and published at the time the meeting is announced.

 

7.2.3 Registered Voters

Each eligible voter in attendance shall register with the CORE Council Secretary or designee who shall determine whether the member is on the Voter Roster. So registered, s/he is entitled to one vote on each matter submitted for a vote, subject to any other voting restrictions provided in these Bylaws. Registration shall close upon convening the business portion of the meeting. No further registrations will be accepted.

 

7.2.4 Proxy Votes

No proxy vote will be recognized, accepted, or validated at any meeting where a member is entitled to vote. Members must be physically present or participating electronically in order to vote.

 

7.2.5 Quorum

All voting members present and registered at the beginning of the business portion of the meeting at an Annual or Special Meeting shall constitute a quorum for the transaction of business except as provided in the Bylaws for removal of Community Spiritual Leaders and for amendment to these Bylaws. A majority of the quorum as initially established may continue to transact business, notwithstanding the withdrawal of one or more voting members.

 

7.2.6 Required Majority

Except as provided in these Bylaws for removal of the CSL and to effect changes to the Bylaws, any matter properly presented before an Annual or Special Meeting may be adopted by a simple majority vote of the registered voting members.

 

7.2.7 Conduct of Election

All elections for which there is more than one candidate shall be conducted by secret ballot. If more than one person is nominated to fill an office and no candidate receives a majority vote on any ballot, the name of the candidate with the least number of votes shall be dropped at each round of voting until one candidate receives a majority of the votes cast. Only in an uncontested election can a vote by acclamation be used.

 

7.3 Nominations

 

7.3.1 Nominations by CORE Council

The CORE Council shall designate a Nominating Team that shall prepare a slate of one or more nominees qualified for each elected position to be filled. Only Voting Members may be nominated for an elected position. This slate shall be filed with the Secretary of the CORE Council at least forty-five (45) days prior to the Annual Meeting for which the office is to be filled. The Nominating Team shall prepare a biographical guide correlating the qualities of the nominee with the qualifications of the position(s), and shall obtain a written “consent to serve” from each nominee. The Secretary shall communicate the slate to all Center members at least fourteen (14) days prior to the Annual Meeting as outlined in the P&PM.

 

7.3.2 Nominations from the Floor

Nominations may be made from the floor at an Annual Meeting. Upon confirmation by the Nominating Committee that the candidate meets the criteria for the position as set forth in the P&PM, the candidate’s name is placed on the ballot by the CORE Council.

 

 

Article 8

Meetings of CORE Council or Other Circles

 

8.1 Conduct of Core Meetings

Notice of CORE Council and other Circle meetings shall be disseminated in advance as delineated in the P&PM. All meetings shall be open to members of the Center and other interested parties except Executive Sessions as defined below. Minutes of CORE Council and other Circle meetings shall be kept in accordance with these Bylaws.

 

8.1.1 Executive Session

The CORE Council, or other Circles, may hold an Executive Session when matters of a confidential nature, such as personnel matters, are being discussed. Only members of the CORE Council, or Circle, are present during an Executive Session. No minutes of an Executive Session are taken. If decisions are made, a summary shall be read into the record when the open meeting resumes.

 

8.1.2 Time and Location of Meetings

Regular and Special meetings of the CORE Council or other Circles may be held at any time and place within or outside the state of North Carolina, by consent of respective members. All such consents shall be made part of the minutes of the CORE Council or other Circle meetings. In the absence of a different designation, such meetings shall be held at the principle place of business of this Center.

 

8.1.3 Authority for Electronic Meetings

The CORE Council may authorize electronic meetings which allow members, not physically present, to participate so long as their identity is verified and recorded in the minutes of the meeting which shall reflect the method(s) of their participation. Such methods may include audio, video, computer, or any other methods of real time communication. Members so participating assume all the rights and duties of members attending the meeting live and in person. Such electronic meetings must allow members reasonable opportunity to participate and vote.

 

8.1.4 Adjournment

A majority of the CORE Council or Circle members present, whether or not constituting a quorum, may adjourn a meeting.

 

8.2 Special CORE Meetings

The CSL, Chair, or any three members of the CORE Council, or other Circle(s), have the authority to call special meetings of their group for any purpose at any time. Notice of the date, time, and purpose of such special meetings shall be given to each member of that group at the member’s telephone number and/or email address shown on the records of the Center.

 

8.3 CORE Meeting Quorum

A simple majority of the members of the CORE Council, or other Circles, shall constitute a quorum. No official business may be conducted without a quorum.

 

8.4. Action without meeting

Any action required or permitted by the CORE Council and/or Circle(s) may be taken without a meeting, if all members of the CORE Council or Circle, collectively or individually, consent in writing or by email to that action. Such action shall have the same force and effect as though taken in person. Any decision together with such written consent or consents shall be filed with the minutes of the proceedings of the CORE Council or other Circles.

 

8.5 Election of Officers

As soon as practical after each annual meeting of members, the CORE Council shall hold a meeting for purposes of organization, election of officers, and transaction of other business. Notice of this meeting is not required.

 

8.6 General Notice Announcements

Notice of all membership meetings may be given to each member in good standing by at least one of the following means:

1. Announcements at Sunday Celebrations, in Center Newsletters, or

other publications circulated to the membership.

2. Written notice by email or other electronic method where the

email or electronic method is on file with the Center.

3. Written notice by first class mail.

The notice shall specify the place, date, and hour of meeting, and the means of electronic transmission, if any, being provided.

 

 

Article 9

Consensus Decision Making and Shared Leadership

 

9.1 Consensus Decision Making

Although the general and specific powers of the Senior Minister, the CORE Council, its Officers, and the members of this Center are delineated by these Bylaws, it shall be the general policy of this Center to reach decision by consensus. This means that the CSL, the CORE Council, its Officers, and the members of this Center allow all ideas to be heard in order to reveal the wisdom of the group. When all parties agree with that wisdom, a decision has been reached. The decision may not be unanimous but all parties have been given the opportunity to express their views. Once a decision has been made, all members agree to support the decision regardless of their personal opinions along the way toward building consensus. If the CSL, the CORE Council, its Officers, or any member of this Center objects that the wisdom of the group has not been revealed and cannot be revealed, or objects that s/he cannot support the decision, then the decision shall be made by more formal and traditional parliamentary methods, requiring the majority vote unless a greater vote is required by this Center’s Bylaws, or as otherwise required by law. The use of parliamentary procedures and voting shall also be used by this Center whenever required by law, or by third parties dealing with this Center who may not recognize decisions reached by the consensus method.

 

9.2 Model for Consensus Decision Making

This Center shall apply the “consensus” decision-making model by use of the “three Cs” process (clarity, consensus, commitment) described in the most current edition of the Policies and Procedures Manual for the Centers for Spiritual Living. In the Consensus Leadership Model, all parties work together to reach consensus. Consensus is based on the idea that all sides of a decision are aired and all input gathered to reveal the wisdom of the group. When the wisdom of the group has been revealed, a decision has been made. This does not mean unanimity has been reached, nor does it mean that every opinion has been included, but it does mean that every point of view has been explored and every person fully heard. Members have the option to disagree but go along with the wisdom of the group, or to disagree so completely that the wisdom of the group clearly has not been reached. This means the process needs to continue until consensus is fully achieved. Once a decision has been made, all members agree to support the decision regardless of their personal opinions along the way toward building consensus. If consensus cannot be reached, decisions are made by majority rule unless otherwise specified. The Bylaws still spell out the respective rights and duties of the parties but there is a commitment to operate from consensus. Ultimately, the CORE Council and its Officers are still in charge of the temporal and financial affairs of the Center, and the CSL is typically in charge of day-to-day operations and all ecclesiastical activities of the Center.

 

9.3 Role of Shared Leadership

Consistent with the recognition of the respective legal roles, rights, and responsibilities of individuals in positions of leadership, this Center applies principles of “shared leadership” as an organization standard in the administration of its affairs. “Shared Leadership” recognizes the leadership contributions of all participants and groups within the Center. In a shared leadership model, all participants within a specific group practice transparency by sharing ideas openly and participating in all decision-making activities of the group. While participants may have differing accountabilities and responsibilities within a group, shared leadership minimizes hierarchy and encourages full participation from all group members. Shared leadership is demonstrated by the following:

1. Seeking outcomes through consensus rather than by majority vote;
2. Valuing cooperation over competing viewpoints;
3. Balancing the opinions and responsibilities of all members;
4. Sharing rather than limiting or abandoning leadership; and
5. Relying on all participants to take personal responsibility to be

fully informed, current, and prepared for all activities of the

group.

 

 

Article 10

Records and Reports

 

10.1 Maintenance of Records

The Secretary of CSLG shall keep, or cause to be kept, records in written form which shall be secured at the principle office of the Center.

 

10.1.1 Minutes of Meetings

Minutes shall be kept of the proceedings of each Annual Meeting, all meetings of the CORE Council, other Circles, and other meetings as delineated in the P&PM. Such minutes shall include the time and place of meetings, the names of those present, and the business conducted. Minutes of Special Meetings must include how the meeting was authorized and the manner of notice given. Copies of such minutes shall be made easily accessible to all members in a timely manner and convenient location as set forth in the P&PM.

 

10.1.2 Membership record

A certified list containing the name, mailing address and telephone number of all members shall be maintained and published semi-annually by the Secretary of the CORE Council. The membership list of CSLG is a corporate asset. Without consent of the Core Council, a membership list or any part thereof may not be obtained or used by any person for any purpose not reasonably related to the business or activities of the Center. Without limiting the generality of the foregoing and without the written consent of the CORE Council, a membership list or any part thereof may not be used to solicit money or property, or to be sold to or purchased by any person.

 

10.1.3 Financial Records

The Treasurer of the Center shall keep or cause to be kept adequate and correct books and records of account of the properties and business transactions of this Center. This shall include accounts of assets, liabilities, receipts, disbursements, gains, losses, and capital, retained earnings and other matter customarily included in financial statements. Copies of all such financial statements shall be made accessible to all members in a timely manner and convenient locations as set forth in the P&PM.

 

10.1.4 Corporate and Other Documents

Documents kept at the Center’s principal office shall include but not be limited to current and up-to-date copies of:

1. Articles of Incorporation;
2. CSLG Bylaws and Policies & Procedures Manual;
3. The Organizational Design Model, Bylaws, and Policies and Procedures Manual of the Centers for Spiritual Living
4. Member Community Affiliation Agreement with the Centers for Spiritual Living;
5. Annual Statement of Operations filed with the Centers for Spiritual Living;
6. Letter of Call to the Community Spiritual Leader;
7. Letter of Call to any other Minister(s) serving the Center;
8. Employment Agreement(s) with any paid employee(s) or contractor(s)Of the Center;
9. Copies of all filings and reports to any governmental agency;
10. Monthly CORE Council minutes;
11. Financial statements, including without limitation balance sheets and income statements, covering at least the most recent six (6) years’ activities and transactions of the Center; and
12. Other documents as specified in the P&PM or deemed appropriate to retain in the ordinary operation of the Center.

 

10.2 Inspection Rights

 

10.2.1 Members’ Inspection Rights

Any member of the Center shall have the right to inspect records of this Center on an as needed basis upon request to the CORE Council. Such inspection shall be reasonably allowed.

 

10.2.2 CORE Council Members’ Inspection Rights

Every member of the CORE Council shall have the right at any reasonable time to inspect and copy all books, records, and documents of every kind of this Center and to inspect the physical properties of the Center for a purpose reasonably related to the member’s interest as a CORE Council member.

 

 

Article 11

Amendment of Bylaws

 

11.1 Procedures for Amendment of Bylaws

These Bylaws may be amended, repealed, or new Bylaws may be adopted by the affirmative vote of two-thirds (2/3) of the voting members present and registered at an Annual Meeting or Special Meeting. The CORE Council shall establish procedures for proposing new Bylaws, or for proposing the amendment or repeal of these Bylaws.

 

11.1.1 Notice

Notice of a proposed Bylaw change of any kind must be circulated in the manner(s) set forth herein to all members of the Center in good standing at least twenty-one (21) days prior to the Annual Meeting or special meeting at which the Bylaw change shall be considered.

 

11.1.2 Effective Date

All Bylaw changes shall become effective immediately after approval unless otherwise stated therein.

 

11.2 Disaffiliation with Centers for Spiritual Living

Disaffiliation with the Centers for Spiritual Living constitutes severance of all legal rights and obligations and a change to these Bylaws. Minimum required procedures for disaffiliation are set forth.

 

11.2.1 Resolution of the CORE Council

The CORE Council shall adopt a resolution for disaffiliation.

 

11.2.2 Confirmation Vote of Membership

Following such resolution, The CORE Council shall convene a Special Meeting at which the membership will discuss and vote upon disaffiliation. The purpose of the meeting shall be to offer a thorough presentation of the Center’s reasons for considering disaffiliation and to offer the membership the opportunity to dialogue and to ask questions. Should membership confirm the CORE Council resolution, the Chair of the CORE Council will inform the President of the Centers for Spiritual Living of this decision.

 

11.2.3 Special Informational Meeting with Centers for Spiritual Living Representative

A second informational meeting of the membership shall be called upon two weeks’ notice to all community members in the event disaffiliation with Centers for Spiritual Living is sought. A representative from the Centers for Spiritual Living shall be allowed to be present for the duration of this meeting, to make a statement and to answer any questions from the membership.

 

11.2.4 Special Meeting; Formal Vote on Disaffiliation

No less than two weeks following the informational meeting, a Special Meeting of the membership shall be called, according to the Bylaw requirement for a Special Meeting. The purpose of this meeting shall be to conduct a formal vote on the matter of disaffiliation. An affirmative vote of two-thirds (2/3) of the members present shall be required to confirm disaffiliation. Notice of formal disaffiliation shall be sent to Centers for Spiritual Living following the meeting in the event of an affirmative vote. Immediately following the vote, the membership will vote to reconfirm these Bylaws, with the exception of references to the Centers for Spiritual Living.

 

 

Article 12

Dissolution

 

 

 

12.1 Procedures for Dissolution

In the event dissolution is contemplated, action can be taken only by affirmative vote of two-thirds (2/2) of the voting members present and registered at an Annual Meeting or Special Meeting. Notice of such meeting shall also be sent to the CSL of the Centers for Spiritual Living no less than twenty-one (21) days prior to the meeting with the right of Centers for Spiritual Living representation at any such meeting.

 

12.2 Notice

Notice of a proposed dissolution must be circulated in the manner(s) set forth herein to all members of the Center in good standing at least twenty-one (21) days prior to the Annual Meeting or Special Meeting at which dissolution is to be considered.

 

12.3 Distribution of Assets

Upon dissolution of the Center, all of the Center’s assets remaining after payment of or provision for all of its liabilities shall be distributed to Centers for Spiritual Living within the Center’s region to help disseminate the teachings of the SOM or paid over or transferred to Centers for Spiritual Living, a Colorado nonprofit corporation, providing Centers for Spiritual Living continues to be exempt under Section 501(c)3 of the Internal revenue Code at the time of dissolution of this Center. Should Centers for Spiritual Living not be exempt at such time, then all of the Center’s assets shall be distributed to Centers for Spiritual Living within the Center’s region to help disseminate the teachings of the SOM or among one or more exempt organization(s) described under Section 170(c)(2) of the Internal Revenue Code. The organizations to receive such assets, and their respective shares and interests, shall be determined by the CORE Council.

 

 

Article 13

Construction and Definitions

 

13.1 Construction and Definition

Unless the context otherwise requires, the general provisions, rules of construction, and definitions in the North Carolina Nonprofit Religious Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singularity includes the plural, the plural includes the singular, and the term “person” includes both CSLG and a natural person. Robert’s Rules of Order Newly Revised shall, when applicable, control any situation not covered by these Bylaws.

Article 14

Miscellaneous

 

14.1 Conflict of Interest

The CORE Council’s responsibility to manage the business affairs of the Center is primary and absolute over any individual Council member’s personal benefits. Except as specifically permitted below, no business transactions shall be entered into between the Center and any person who is a member, or member-elect, of the CORE Council or any entity in which such person or any member of such person’s immediate family have an opportunity for financial gain. The Center recognizes that in specific instances or in unique matters, it may be in the best interest of the Center to enter into business transaction of the type otherwise prohibited above. Such transaction may be permitted if:

1. The CORE Council complies with all provisions of the laws of North Carolina applicable to transactions between a corporation and a Council member, and
2. The CORE Council is fully apprised of the fact that the proposed transaction is of the type otherwise prohibited above and such disclosure is set forth in the minutes, and
3. The CORE Council finds and records in its minutes, that the proposed transaction is:
   1. Particularly unique or advantageous to the Center, or
   2. Upon terms and conditions, which the CORE Council believes to be either not available or more favorable to the Center than would be available in a similar transaction between the Center and any other party.
4. In those specific instances or on the subject of unique matters where a CORE Council member’s immediate family may have or give any impression that there is an opportunity for financial gain, the CORE Council shall appoint the Leader of a CORE Circle not involved in the activity to provide oversight of the involvement in question and who shall report his/her findings to the CORE Council at regularly scheduled meetings.

 

 

 

 

 

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CERTICATE OF SECRETARY

I, the undersigned Secretary, certify that I am duly elected and acting Secretary of the Center for Spiritual Living Graham, a North Carolina nonprofit religious corporation; that these Bylaws, consisting of 31 pages, are the Bylaws of this Center adopted by the CORE Council as of  September 21, 2013 and that these Bylaws have not been amended or modified since that date.

 

Executed on (date), at Graham, North Carolina

 

 

________________________________

(Sign and Date)

 

__________Alana Ennis____________

Secretary

Center for Spiritual Living Graham – Graham, NC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As amended on:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bylaws are your organization’s operating manual. They define:

• Size of the board and how it will function
• Roles and duties of directors and officers
• Rules and procedures for holding meetings, electing directors, and appointing officers
• How monies will be distributed
• Other essential governance and business matters

State nonprofit laws usually address nonprofit governance matters. However, you can choose different rules, as long as they don’t violate state law and are included in your bylaws. If you choose to follow state law, restating them in your bylaws will ensure that all your operating rules are in one document.

Bylaws are not public documents, but making them readily available increases your accountability and transparency and encourages your board to pay closer attention to them. Your board should review them regularly and amend them accordingly as your organization evolves.

An exempt organization that is required to file an annual return must report name, address, and structural and operational changes on its return. Organizations that do not have to file an annual return may also report these changes to the EO Determinations Office. Some states may also require you to file bylaws and report changes.

Bylaws are very specific for each organization, so you will want to change them to meet your own nonprofit’s needs.

 

 

 

 

 

 

 

 

Because regulations about nonprofit bylaws are done individually by state (rather than the federal government) there is quite a bit of variation. For example, in Ohio and New York, nonprofit boards must have a minimum of three members, but in California the minimum is one. It’s important to obtain the applicable state laws and make sure that the bylaws are in compliance. In addition, some cities have further regulations for nonprofits. Ask your city attorney’s office for guidance. For example, some states and cities have different rules for nonprofit organizations for which the board automatically includes an elected official or government employee as a result of that individual’s election or employment.

 

 

Three overall guiding principles for nonprofit bylaws:

 

1. Don’t put too much in the bylaws. If you specify a board committee in the bylaws, for instance, and there hasn’t been such a committee in a few years, someone could claim that you are in violation of your own bylaws. Or, along the same lines, if the bylaws state that meetings will be held on the third Wednesday of each month, you can’t change to Thursdays without a change in the bylaws.

 

1. Remember that if trouble erupts — such as internal conflict or attacks from others — the bylaws will become very important. So make sure they are reviewed approximately every three years. Because board officer terms make it hard for the board to keep track of bylaw revisions, have this duty included as a responsibility of the executive director or other designated on-going board participant.

 

1.  Immediately attach (by staple if necessary) any changes made to the bylaws to the copy kept by the executive director or other designated on-going board participant. Too often everyone forgets about changes to the bylaws.

 

 

 

 

 

 

 

 

 

 

Checklist to ensure the most important provisions are in your bylaws: 

 

 

1. Indemnification. A statement that limits the personal liability of board members.

 

2. Whether the organization hasmembers(such as members of a neighborhood or professional association) and, if so, what their rights are. For example, in a true membership organization, members have the right to elect officers. Even if you don’t have members with legally enforceable membership rights such as voting rights, you can still have people called “members,” but the distinction should be clarified in the bylaws.

 

3. Minimum and maximum number of board members. Example: minimum of five and a maximum of fifteen board members. Some states specify a minimum, and some specify a formula for a minimum and maximum; check your state’s law.

 

4. The number required for aquorum. A quorum is the minimum number of board members who must be present for official decisions to be made. For example, if an organization currently has fifteen members, and the bylaws state that one-third of the members constitutes a quorum, then official decisions can only be made at board meetings where five or more members are present. Note: Many states specify the minimum required for a quorum; for example, in California a quorum may be as low as one-fifth of the board.

 

5. Terms and term limits. Example: two years, with term limits of three consecutive terms (making a total of six years); after a year off, a board member may be permitted to return. Similarly, terms can be staggered so that, for instance, one-third of the board is up for reelection each year.

 

6. Titles ofofficers, how the officers are appointed, and their terms. Example: appointed by majority vote at a regular meeting of the board; an officer term is for one year with a maximum of two consecutive officer terms.

 

7. Procedure forremoving a board memberor officer. Example: by majority vote at a regularly scheduled meeting where the item was placed on the written agenda distributed at least two weeks ahead.

 

8. Conflict of interest policy. Alternatively, many bylaws simply state that there will be a conflict of interest policy but keep its exact wording out of the bylaws.

 

9. Minimum number of board meetings per year. Example: four, with one in each quarter.

 

10. How a special oremergency board meetingmay be called.

 

11. How a committee may be createdor dissolved.

 

12. What committees exist, how members are appointed, and powers, if any. It may be easiest not to specify committees in the bylaws at all; instead, permit the board to create and dissolve standing and temporary committees as it sees fit. As a result, the bylaws need not be changed each time a committee is created or changed.

 

13. Conference calls and electronic meetings. Example: votes by e-mail or web forum are prohibited. Meetings may be held by conference call if all members can simultaneously hear one another. As Internet usage grows, some boards are adding sections to the bylaws that describe how to hold a board meeting on the Internet, or whether and how decisions can be made by e-mail.

 

 

Each board member should be given a copy of the articles of incorporation, the IRS and state determination letters, and the bylaws. Some organizations also post their bylaws on a password-protected section of their website.

 

Every few years, review the bylaws. Occasionally, individuals are invited to join boards without much scrutiny and are later found to be disruptive and destructive. Too often the board looks to the bylaws to see how to remove such a person, only to discover that the bylaws were written twenty years ago (and seldom looked at since) and have no such provision. Appropriate changes to the bylaws should be recorded in the board minutes, added to copies of the bylaws, and, in some cases, reviewed by an attorney experienced in nonprofit law.