Bylaws for Between the Veils 

A Not For Profit Corporation

 

ARTICLE 1

Organization Name

 

1.1 – Name: The name of the organization is Between The Veils. This is a nonprofit organization

incorporated under the laws of the State of California and in compliance with the Internal

Revenue Code.

 

ARTICLE 2

Purpose

 

2.1 – Purpose: Between the Veils is an inclusive spiritual organization that works to foster education, cultural sharing, and justice in the pagan and magickal community. Our community includes members of diverse traditions including but not limited to: pagan, polytheist, alternative, mystical, magickal, ceremonial, wicca, witchcraft, inherited Native and/or indigenous and/or diasporic, African Traditional Religions, and all those seekers on the margins. We support this work with raising funds through our community, workshops and events, and an annual conference. 

 

This purpose meets all the IRS standards for seeking 501 (c)(3) tax exempt status.

 

ARTICLE 3

Members

 

3.1 – Membership: Between the Veils has no members except its board of directors.

 

3.2 -- Nondiscrimination:Between the Veils respects and welcomes all persons regardless of ability, age, race, color, ethnicity, physical appearance, size, pronouns, gender, or lack of gender, perceived or actual sexual orientation, gender expression, gender identity, legal status, religion, class, or relationship style.

 

3.3 -- Confidentiality: Every prudent and reasonable step shall be taken to ensure confidentiality of privileged, proprietary, personal and/or financial information of staff, attendees, volunteers, and/or board members per the BTV confidentiality policy. Members of the board shall sign a Non-Disclosure agreement. Failure to exercise the NDA may result in removal from the board.

 

ARTICLE 4

Board of Directors

 

4.1 – Numbers and Powers: The board is responsible for the overall policy and direction of the

corporation and may delegate responsibility for daily operations to the staff and committees.

The board may have up to 11, but no fewer than 5 members.  If at any time less than 3 active members of the board of directors, the board must resolve the membership gap within 3 months, or will be considered dissolved.

 

4.2 – Compensation: Any compensation for board members will be determined by the BTV compensation bylaws 7.1-7.4.4 and any BTV policies regarding such.

 

4.3 – Terms: All board members will serve 2 year terms and are eligible for re-election for up to

three consecutive terms. Officers shall serve staggered terms with the President and Treasurer’s terms expiring in the same year and Vice President/Secretary’s terms expiring in the same year 

 

4.4 -- The Director’s Legal Duty: Board members are expected to follow the legal duty of care and duty of loyalty (California corp. Code 5213.) BTV expects that all of its directors familiarize themselves with applicable corporate legal codes to ensure that their tenure is responsible and that they are able to carry out their duties in a legal and ethical manner.

 

4.5 -- Conflict of Interest: Each director shall abide by a conflict of interest policy that the BTV Board finds appropriate. Each director shall annually sign a statement providing that said director understands and pledges to follow the conflict of interest policy. 

 

4.6 – Board Elections: Directors of the board must be elected during a properly called regular meeting of the as needed throughout the fiscal year to fill vacancies and annually, during the last quarter, to replace any whose terms expire at the end of the fiscal year. During the election meeting, the board of directors must elect directors to replace any whose terms have ended due to vacancies or whose terms expire at the end of the fiscal year.

 

4.6.1 – Election Procedures: 100% participation of all standing directors of the board is encouraged. All directors are requested to be in attendance or have their proxy votes registered with the secretary (for any members not in attendance) when a vote is to proceed. New directors must be elected by BTV voting policy. Directors serve a term beginning on the first day of the next fiscal year or the next day when filling a vacancy. New board members are approved with affirmative votes of at least 75% of board members. Consensus is ideal.

 

4.6.2 – Vacancies: The secretary must receive any nominations from present board members to fill mid- term vacancies as soon as possible, prior to a board meeting. The secretary will send these nominations to all board members with the regular board meeting announcement, to be voted upon at the next board meeting. Mid-term vacancies will be filled only until the end of the exiting board member’s term.

 

4.6.3 – Resignation: Board members may resign by filing a written resignation with the board..

 

4.6.4 – Termination: A board member may be removed by consensus of the Directors. Termination of a member must be called by a member of the executive committee. Before the termination of a director is called, there must first be reasonable actions of conflict resolution and appropriate disciplinary action. 

 

  4.6.5 -- Immediate Termination: If in the instance of legal action against the board,      community or organization, financial wrongdoing with BTV funds, failure to exercise the Non-Disclosure Agreement, or unethical behavior outside of the community agreements, a board member may be terminated immediately.

4.7 – Meetings and Notice: The board must meet at least once each quarter at an agreed upon

time and location. An official board meeting requires that each board member receive written

Notice in a manner agreed upon by the Board of Directors.

 

4.7.1 -- Quorum: In order to transact business and pass motions, 51 percent of the board of directors must be present at a meeting.

 

4.7.2 – BTV Voting Policy: Meetings shall be held following established BTV meeting rules.

 

4.7.3 – Special Meetings: Special meetings of the board may be called at the request of any member of the board. Notices of the time and place of any special meetings must be sent out by the secretary to each board member at least 72 hours in advance.

 

4.7.4 – Conference Telephone or Video Meetings: The board of directors may hold a meeting through a conference telephone, video screen, or other electronic transmission in compliance with these bylaws so long as:

 

Each director participating in the meeting can hear and communicate with the other directors;

and

Each director is provided with the means of participating in all matters before the board,

including the capacity to propose or interpose an objection to a specific action to be taken by the corporation.

 

Participation in a meeting pursuant to this section constitutes presence, in person, at the

Meeting.

 

4.7.5 -- Proxy Votes: Directors may register their vote on proposals before the board with the Secretary prior to the meeting. This is limited to 3 times per quarter. The exception is in cases where 100% board participation is required such as bylaws amendments.

4.8 -- Annual board evaluation and review: The board will hold an annual evaluation and review of its board members. This evaluation will offer an opportunity for self evaluation, peer evaluation and community evaluation of the board. This feedback will be taken into consideration in strategic planning, board training and board elections. Directors may select a committee to evaluate contracted staff of events and of the organization.

 

4.9 – Officers and Duties: The board consists of the president, vice president, secretary, treasurer and other officers as the board may resolve. Officers must conduct all duties typical to their office or required by law, the articles of incorporation, and these bylaws. Officers must also perform any other duties assigned to them at the discretion of the board of directors.

The officer’s duties are as follows:

The president presides at all regularly scheduled board meetings or may arrange for other members of the executive committee to preside at meetings in the following order: vice-chair, secretary, treasurer. 

The vice-president keeps abreast of all corporate matters so they step in if the president is, at any time, unable to perform their duties. The vice-president runs meetings if the president is absent and performs such other duties as designated by the board.

 

The secretary must keep records of board actions, including taking minutes at all board

meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and maintaining corporate records.

 

The treasurer must oversee an accurate accounting of the organization’s assets, properties, and transactions. The treasurer must make a report at each board meeting. The treasurer is the finance committee chair, assists in the preparation of the budget, develops fundraising plans, and makes financial information available to board members and the public.

 

4.10 -- Fiscal Year: Between The Veils’ fiscal year is from  4/1 to 3/31 . 

 

4.11 -- Rights and Powers: 

4.11.1 -- Limit of liability: Subject to the Articles of Incorporation, these bylaws, or provisions of law of the state of Incorporation, the Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

 

4. 11.2-- Right of Indemnity: To the fullest extent permitted by law, this corporation may indemnify its directors, officers, employees and other person including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any “proceeding”, and including an action by or in the right of this corporation.

 

4.11.3 -- Right to Insurance: This corporation shall have the right to purchase and maintain insurance to the fullest extent permitted by law on behalf of its officers, directors, employees and other agents of this corporation, against any liability asserted against or incurred by an officer, director, employee or agent in such capacity or arising out of the officer’s, director’s, employee’s or agent’s status as such.

 

4.11.4 -- Directors Right to Inspect: Every director shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of this corporation and the records of each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents. (California Corp. Code 9513)

ARTICLE 5

Committees

 

5.1 – Committee Formation: The board may create committees as needed to fulfill its functions,

such as fundraising, volunteers, data collection, etc. The board appoints all

committee chairs.

 

5.2 – Executive Committee: The Executive Committee shall consist of the four Officers of the Board of DIrectors, and may delegate to such committee the powers and authority of the Board in the management of the business and affairs of the Corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law or these bylaws. 

 

5.3 – Finance Committee: The treasurer chairs the finance committee, which includes two

other members. The board bookkeeper may not be a member.

• The finance committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with appropriate staff and other board members. 
• The finance committee must submit monthly reports to the board showing budget updates, income, expenses, and pending income. 
• The organization’s financial records are public information and are made available to board members and the public upon request.

Oversight: The board must approve the budget and all expenditures must be within budget. 

Major changes to the budget must be approved by the board or the executive committee(in the case the board may not meet)

 

5.4 -- Staff Committees: All departments or committees of the conventions will have their own representatives who report to the board. Each committee is to have a facilitator and a designated meeting note taker for all meetings. There is a reporting structure assigned by the board to each committee chair for communication with the board.

 

5.5 -- Board Oversight of Committees: The board takes the following steps for oversight of committees: 

• Reserves the right to oversee all BTV committees. 
• All committees will have a liaison on the board who is kept apprised of all committee processes and facilitates communication with the board. 
• The BTV board develops grievance policies and accountability protections.
• There is a “no confidence policy” in place for the termination and replacement of any members of committees not doing a satisfactory job or who are not meeting job requirements.

 

 

 

ARTICLE 6

Director and Staff

 

 

 

6.1 -- The board reserves the right to appoint other staff as necessary to fulfill its Purpose.

 

6.2 - The board reserves the right to appoint a “Good Officer”. This person must not be on any committee, a member of the board, or staff. Such an officer would be for the benefit of helping resolve conflict at higher levels of the organization. 

 

6.3 -- Conflict Resolution:  The BTV board shall be empowered to establish a formal conflict resolution team which shall oversee training and proper operation of any conflict resolution tasks.

 

ARTICLE 7

Compensation

7.1 -- Compensation: BTV reserves the right to compensate its staff and its board of directors. Said compensation will meet guidelines for compensation following IRS requirements and be reasonable and in line with standards of compensation for similar organizations. This compensation may include: stipends, salary, etc. Compensation does not include reimbursement for expenses or for actual goods or services rendered. Compensation is equitable, and include cap on hourly rate of board of directors

7.2 -- Compensation and conflicts of interest: Directors will follow the conflict of interest policy when setting any compensation for BTV. Any directors who could be considered “insiders” or “interested parties” under the definitions of said policy will recuse themselves from any part of the matter of compensation. This is excepted in such cases where the board is setting its own compensation. In these cases, directors will follow the steps outlined in bylaw 7.3.

7.3 Receipt of Compensation by an “insider”: BTV reserves the right to compensate members of its organization who would be considered “insiders” within the scope of the conflict of interest policy. Examples of such include: director, officer, or other insider. In such cases, due diligence will be done to ensure such compensation is reasonable, for actual services rendered to the organization, and in line with standards of compensation for similar organizations. The record of such decisions will include each individual who decided or voted on a compensation arrangement, the document in writing, sources used to determine such compensation, the date and terms of any approved compensation and any other relevant details.

 

7.4 -- Procedures for compensation: 

7.4.1 -- All compensation arrangements will be approved by the board in advance of paying any compensation.

 

7.4.2 -- BTV will record in writing the decision made by each individual who decided or voted on a compensation arrangement, the document in writing, sources used to determine such compensation, the date and terms of any approved compensation. and any other relevant details for the record.

 

7.4.3 -- Before approving compensation, BTV does its due diligence by gathering information about compensation paid by similarly situated taxable or tax-exempt organizations for similar services, current compensation surveys compiled by independent firms, or actual written offers from similarly situated organizations and base reasonable compensation on this information. BTV will record in writing both the information on which was relied upon to base our decision and its source in the record

 

7.4.4 -- When considering board members’ own compensation or those of any who could be considered “insiders”, the board will take great pains to make it reasonable and in line with standards of compensation for similar organizations. The record will include sources used to determine such compensation.

 

ARTICLE 8

Amendments

 

8.1 – Amendment of Articles of Incorporation: Amending of the Articles of Incorporation must be made with the following criteria: 

• a proposal must be offered for discussion ONLY at a preliminary meeting. 
• Any changes to the amendment must happen at this preliminary meeting. 
• This must then be followed by an action meeting where that proposal is put on the agenda for a vote. 
• 100% participation of all standing directors of the board is required for action on this item. All directors must be in attendance or have their proxy votes registered with the secretary (for any members not in attendance) in order for a vote to proceed.
• The board may amend the articles of incorporation at any special or regular meeting. 
• Each director must be notified of the proposed amendment, in writing, at least three days before the first discussion meeting and before the action/voting meeting. 
• Any amendment to the articles of incorporation requires the affirmative concensus of directors in office at the time.

 

8.2 – Amendment of Bylaws: Amending of the Bylaws must be made with the following criteria: 

• a proposal must be offered for discussion ONLY at a preliminary meeting. 
• Any changes to the amendment must happen at this preliminary meeting. 
• Any number of preliminary meetings can take place until a final version of the amendment is complete.
• Once the amendment is complete, the proposal is put on the next agenda for a vote. 
• 100% participation of all standing directors of the board is required for action on this item. All directors must be in attendance or have their proxy votes registered with the secretary (for any members not in attendance) in order for a vote to proceed.
• The board may amend the bylaws at any special or regular meeting as long as the above criteria is met. 
• Each director must be notified of the proposed amendment, in writing, at least three days before the preliminary meeting and before the action/voting meeting. 
• Any amendment to the bylaws requires the consensus of directors in office at the time.

ARTICLE 9

Listing of Board of Directors

 

The following individuals shall be listed as Board of Directors:

 

Names of founding board members…..

CERTIFICATION 

These bylaws were approved at a meeting of the board of directors by more than a two-thirds majority vote on June 25th, 2020 

ATTESTATION

 

Founding Board members

 

Signatures:

 

President: Sophia Rosales

 

Vice-President: Robyn Learned

 

Secretary: Nikka Tahan

 

Treasurer: Amber Bruce

 

Board Member: Jess Bear Fitzpatrick

 

Board Member: Nikka Tahan

 

Board Member: Jonathan Quant

 

Board Member: David Shultz

Amendments: 

 

Board resolved to amend the bylaws: August 5, 2021

 

President: Jonathan Quant

 

Secretary: Nikka Tahan