BYLAWS
OF
GREEN FIRE ECOMINISTRY
ARTICLE I
SECTION 1
The name of this church shall be Green Fire EcoMinistry, Inc. (hereafter referred to as the “Church” or the Corporation).
SECTION 2
The principle office of the church is located in Ouray County, State of Colorado.
SECTION 3
The designation of the county or state of the Church’s principle office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changed of address shall not be deemed, nor require, an amendment of these Bylaws:
Amendment of Change of Address:
Mailing:
P.O. Box 152
Ridgway CO 81432
ARTICLE II
NONPROFIT PURPOSES
SECTION 1
This Church is organized exclusively for one or more of the purposes as specified in Section 501©3 of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501©3 of the Internal Revenue Code.
SECTION 2
The specific objectives and purposes of the Church shall be:
I. To provide for the Religious and Spiritual growth of its supporters.
II. To provide for the Religious and Spiritual education of its supporters
III. To provide marriages, sacraments, rites of passage, and other ceremonies as may be require or requested by its supporters.
IV. To have normal functions, operations, programs and pursuits incidental to a fully recognized and operational church.
ARTICLE III
DIRECTORS
SECTION 1 – NUMBER
The Church shall have maximum of thirteen (13) directors and collectively they shall be known as the Board of Directors.
SECTION 2 – TITLES
The following position titles will be given to each board member:
Chairman of the Board
Executive Director
Fundraising & Budget Director
Education Director
Planning & Activities Director
Programs Director
Networking Director
Media Director
Events & Gatherings Director
Website Director
+ Three Trinity Board Members
SECTION 3
A minimum of three (3) of these positions of directorship shall constitute a functioning board.
SECTION 4 – QUALIFICATIONS
Directors shall be at least 18 years of age. Other qualifications for directors of this corporation shall be dictated by the board of Directors Agreement for each specific title and responsibilities.
SECTION 5 – POWERS
Subject to the provisions of state law and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of the Church, the activities and affairs of the Church shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 6 – DUTIES
It shall be the duties of the directors to:
1. Meet at such times and places as required by these bylaws.
2. Register their contact information with the Secretary of the corporation, and notices of meetings mailed or e-mailed to them at such contact points shall be valid notices thereof.
SECTION 7 – TERM OF OFFICE
Each director shall hold office for a minimum period of one Mayan Tzolkin year (260 days) and until her/his successor is elected and qualifies with no term limit.
SECTION 8 – COMPENSATION
Directors shall serve without compensation. They may however receive reasonable reimbursement of expenses incurred in the performance of their duties.
SECTION 9 – PLACE OF MEETING
Meetings shall be held via teleconference, internet forums and when possible at principal office or headquarters.
SECTION 10 – REGULAR MEETINGS
Regular meetings of Directors shall be held once each thirteen day wavespell of the Mayan Sacred Tzolkin calendar. On the first day of the new Tzolkin (260 days) directors shall be elected by the Board of Directors. Voting for the election of directors shall be by written ballot. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board.
SECTION 11 – SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at time and place designated by the person or persons calling such a meeting.
SECTION 12 – NOTICE OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provision of law, the following provisions shall govern the giving of notice for meetings of the board of directors.
1. Regular meetings: No notice need be given of any regular meeting other than teleconference number or internet forum address.
2. Special meetings: At least 1 week prior notice shall be given by the Secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by electronic (e-mail), by telephone, or by facsimile machine and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of e-mail or fax notification, the director to be contacted shall acknowledge personal receipt of the e-mail or fax by a return message within 24 hours of the first e-mail or fax transmission.
3. Waiver of Notice: Whenever any notice of meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the meeting, shall be equivalent to the giving of such notice.
SECTION 13 – QUORUM FOR MEETINGS
A quorum shall consist of 50% of the members of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meetings shall be to adjourn. Every action or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provision of law require a greater percentage or different voting rules for approval of a matter by the board.
SECTION 14 – VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased. Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state. Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of the law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.
SECTION 15 – NONLIABILITY OF DIRECTORS
The Directors shall not be personally liable for debts, liabilities, or other obligations of the Church.
SECTION 16 – INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
SECTION 17 – INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under the provisions of the law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provision of law.
ARTICLE IV
OFFICERS
SECTION 1 – Designation of Officers
The officers of the Church shall be a President (Pastor), Secretary, and a Treasurer. The corporation may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors.
SECTION 2 – Qualifications
Any qualified person may serve as officer of this corporation
SECTION 3 – Election and term of Office
Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever comes first.
SECTION 4 – Removal and Resignation
Any officer may be removed, wither with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
SECTION 5 – Vacancies
Any vacancy caused by death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of the President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
SECTION 6 – Duties of President (Pastor)
The President shall be chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and, if this corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which from time to time be authorized by the Board of Directors.
SECTION 7 – Duties of the Vice President
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restriction on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
SECTION 8 – Duties of the Secretary
The Secretary shall:
Certify and keep at the principal office or at such other place as the board may determine of the corporation the original, or a copy, of these Bylaws, as amended or otherwise altered to date. Keep at the principal office or at such other place as the board may determine, a book of minutes of all meetings of the directors, and if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law of provision of these Bylaws, to duly executed documents of the corporation. Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation. In general, perform all duties incident to the office of the Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 9 – Duties of Treasurer
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore. Render to the President and directors, whenever required, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 10 – Compensation
The Officers shall serve with minister allowance compensation plans and receive reasonable reimbursement of expenses incurred in the performance of their duties.
ARTICLE V
COMMITTEES
SECTION 1 – Board of Elders
The corporation shall have a Board of Elders as may from time to time be designated by resolution of the Board of Directors. The Board of Elders may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.
SECTION 2 – Meetings and action of committees
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE VI
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1 – Execution of Instruments
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorized any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2 – Checks and Notes
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and/or President of the corporation.
SECTION 3 – Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
SECTION 4 – Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.
ARTICLE VII
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1 – Maintenance of Corporate Records
The corporation shall keep at its principal office:
a) Minutes of all meetings of directors, committees of the board, and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.
c) A copy of corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all times during office hours.
SECTION 2 – Corporate Seal
The Board of Directors may adopt, use and at will alter a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
SECTION 3 – Directors Inspections Rights
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 4 – Right to copy and make extracts
Any inspection under the provisions of the Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
SECTION 5 – PERIODIC REPORT
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
ARTICLE VIII
IRC 501(c) 3 TAX EXEMPTION PROVISIONS
SECTION 1 – Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except otherwise provided by Section 501(h) of the Internal Revenue Code] and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of the Bylaws, this corporation shall not carry on any activities not permitted to be carried on a.) by a corporation exempt from federal income tax under Section 501(c)3 of the Internal Revenue code, or b.) by a corporation, contributions to which are deductible under Section 170(c)2 of the Internal Revenue Code.
SECTION 2 – Prohibition against private inurnment
No part of the net earning of this corporation shall inure to the benefit of, or be distributable to, its members, directors, or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
SECTION 3 – Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)3 of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provision of the laws of this state.
SECTION 4 – Private Foundation Requirements and Restrictions
In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under section 4942 of the Internal Revenue Code 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
ARTICLE IX
MEMBERS
SECTION 1 – Determination and rights of members
The Church shall have a minimum of two classes of member. No member shall hold more than one membership in the church.
SECTION 2 – Qualifications of Members
1. Any person eighteen years of age or older may apply for membership
2. Parents may request a membership for their children under the age of eighteen
SECTION 3 – Admission of Members
Applicants shall be admitted to membership after:
1. Making a request to the Secretary or Minister of the Church requesting membership through online application process.
2. The applicant must affirm acceptance of the “Statement of Belief” before a Minister of the Church and/or body of the church.
3. Payment of dues (if any) associated with the membership
SECTION 4 – Membership classes and dues
The two (2) classes of membership are:
1. MEMBER – No dues for “Members”. Members receive a Mayan Tzolkin Calendar, Earth Steward Certificate and all rights as may be associated with the membership in Green Fire EcoMinistry.
2. FOUNDING MEMBER – One time due determined by Founding Member with a minimum five dollar “Earth Steward” level to a no maximum amount “Saint” level. Founding Members receive commemorative certificate/gifts and all rights as may be associated with membership as deemed appropriate by Board of Directors.
SECTION 5 – Number of Members
There is no limit on the number of members the corporation may submit
SECTION 6 – Membership Book
The church shall keep a membership book/data base containing the name and contact information of each member. Termination of the membership of any member shall be recorded with the date of termination of such membership. Such book/data base shall be kept at the church’s principal office.
SECTION 7 – Nonliability of Members
A member of this church is not, as such, personally liable for the debts, liabilities, or obligations of the church.
SECTION 8 – Nontransferability of Memberships
No member may transfer membership or a right arising wherefrom. All rights of membership cease upon the members death.
SECTION 9 – Termination of Membership
The membership of a member shall terminate upon the occurrence of any of the following events:
1. Upon his or her notice of such termination delivered to the Minister or Secretary of the Church through member cancellation process on website, personally, by mail, e-mail or telephone, such membership to terminate upon the date of execution/delivery of the notice or date of deposit in mail.
2. After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the member has engaged in conduct materially or seriously prejudicial to the interests or purposes of the church or by breach of the church’s statement of belief. All rights of a member in the church shall cease on termination of membership as herein provided.
ARTICLE X
ORDINATIONS
SECTION 1 – Right to Ordain
The church recognizes its right and accepts responsibility to ordain ministers to the service of spiritual teaching and service.
SECTION 2 – Qualifications
Applicants for ordination must:
1. Be a minimum of 18 years of age
2. Be a member of Green Fire EcoMinistry
SECTION 3 – Application
Applicants for ordination must make a written application which must include:
1. Full legal name
2. Address
3. Date of Birth
4. Date and issuing body of any previous ordination
SECTION 4 – Training
Once accepted for ordination, applicants must submit a written biography. The focus of applicant’s biography should be their spiritual and Earth Stewardship background and/or service and training including projects and counseling. A recent color photograph must accompany the biography. After review the biography by a Green Fire Minister the applicant’s area of service shall be determined and shall commence after date of ordination ceremony.
SECTION 5 – Ordination
After ordination ceremony and all requirements have been met the new minister will receive a “Letter of Ordination” and “Certificate of Ordination” signed by the President and Secretary of the church.
SECTION 6 – Termination of Ordination
The Ordination shall terminate upon the occurrence of any of the following events:
1. Upon his or her notice of such termination delivered to President or Secretary of the church through website, personally or by mail, e-mail or telephone, such Ordination shall terminate upon the date of delivery of the notice or date of deposit in mail.
2. After providing the Ordained Minister with reasonable written notice and an opportunity to be heard either orally or in writing, upon determination by the Board of Directors that the Ordained Ministers has engaged in conduct materially and seriously prejudicial to the interests and purposes of the church or by breach of the church’s statement of belief. All rights of an Ordained Minister shall cease on termination of his or her ordination as herein provided.
ARTICLE XI
CHURCH CHARTERS
SECTION 1 – Church Charter
Any Minister ordained by Green Fire EcoMinistry may petition the Board of Directors for a Church Charter. The Board of Directors may choose to provide a charter if they determine that a viable church can be formed and that the requesting Minister will have at his or her disposal the support needed to effectively and efficiently organize and maintain a church.
ARTICLE XII
AMENDMENT OF BYLAWS
SECTION 1 – Amendment
Subject to the power of the members, if an, of this corporation to adopt, amend or repeal the Bylaws of the corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.
ARTICLE XIII
CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of the corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation. All references to these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 has amended from time to time, or to corresponding provisions of any future tax code.
We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of __13__
preceding pages, as the Bylaws of this corporation.
Dated: __February 1, 2015__
Name: Rev. Darlene Cavallara
Title: President/Pastor
Name: Rev. Jordan Larsen
Title: Treasurer
Name: Rev. Gabriel Larsen
Title: Secretary