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The By-Laws of Global Goddess
By Laws of Global Goddess, A Global Spiritual Organization TABLE OF CONTENTS Article 1. Offices Article Article 2. Purposes Article Article 3. Core Article Article 4. Officers Article Article 5. Committees Article Article 6. Body of the Church Article 7. Execution of Instruments, Deposits and Funds Article Article 8. Records and Reports Article 9. Fiscal Year Article Article 10. Amendment of Bylaws Article Article 11. Prohibition Against Sharing Corporate Profits and Assets ARTICLE 1
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of Global Goddess is in the State of Georgia.
SECTION 2. CHANGE OF ADDRESS. The Core may change the principal office from one location to another by noting the changed address and effective date in the by-laws.
SECTION 3. OTHER OFFICES. Global Goddess may also have offices at such other places, where it is qualified to do business, as its business may require and as the Core may, from time to time, designate.
PURPOSES
SECTION 1. OBJECTIVES AND PURPOSES. The primary objectives and purposes of Global Goddess shall be to promote peaceful and unimpeded opportunities for women around the world to meet in honor, celebration and worship of the Goddess in whatever form or forms she chooses to reveal Herself to us, or by whatever name or names She would be known; to promote the keeping of the ancient and sacred (holy) days/holidays of the Wheel of the Year and the cycles of Nature; to provide and promote opportunities for assistance with religious education for its members, and to support and provide for ordainment as clergy from within its membership.
CORE
SECTION 1. NUMBER. Global Goddess shall have as many Directors (hereinafter called Core) at any one time as the Core consensually agree upon.
SECTION 2. CORE MEMBERSHIP.
Global Goddess recognizes the following categories of Core membership:
Active Members (amended by Core April 4, 2006): Core members who have attended the four designated meetings in the previous year; and Core members on Leaves of Absence: Core members who have informed Global Goddess that they are taking a leave of absence, during which time they will not attend regular meetings. If, at the end of three months, the Core member on leave needs to continue on leave of absence, on approval of the Core, she may do so, but if she does not return at the end of that three-month period she will be replaced. An elected member from a committee would be replaced by a woman elected by her committee. An elected member at large would be replaced by a woman appointed by the Core for the remaining length of her term.
SECTION 3. POWERS. Subject to any limitations in the Bylaws relating to action required or permitted to be taken or approved by the Core of Global Goddess, the activities and affairs shall be conducted and all powers shall be exercised by or under the directions of the Core.
SECTION 4. DUTIES. It shall be the duty of the Core to: Perform any and all duties imposed on them the Bylaws:
Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of Global Goddess;
Meet at such times and places as required by these Bylaws, attending four meetings per year in order to remain active as Core; and register their current mailing addresses and telephone numbers with the Secretary of Global Goddess.
SECTION 5. NOTICE. Notice of meetings, decisions and other business telephoned, mailed, or emailed to the Core member at the address or telephone number she has last provided to the Secretary shall be valid notice thereof.
SECTION 6. (Amended by Core April 4, 2006) TERMS OF CORE MEMBERSHIP. Three members of the Core shall remain Core members indefinitely, until they resign. These three members are to serve as President, Secretary, and Treasurer of Global Goddess. These three members may take a leave of absence for up to one year, but not at the same time. While on leave of absence, they may not vote on any issues.
Three members of the Core are elected to the Core by the general membership and serve for a term of office of one year. They may serve on the Core for subsequent terms but must be elected to that position each time. Members may self nominate or be nominated by another. These names are first submitted to the Core for review and then announced to the general membership.
Each committee elects one member from the Committee to serve on the core for a period of one year.
SECTION 7. RIGHTS ON TERMINATION OF MEMBERSHIP. All rights and powers of a Core Member in Global Goddess shall cease on termination of membership as herein provided.
SECTION 8. NON-TRANSFERABILITY OF MEMBERSHIPS. No Core member may transfer a membership or any right arising there from. All rights of membership cease upon the Core member's death.
SECTION 9. COMPENSATION. Core shall serve without compensation, except when the Core determines consensually that compensation is appropriate. They may be allowed reasonable advancement or reimbursement of expenses incurred in connection with approved activities. Requests (with receipts, where applicable) for reimbursable expenses must be submitted to the Treasurer within ninety (90) days of incurring the expense; otherwise, right to reimbursement is waived. All such requests must be approved in advance by the Core. Individual members may not submit requests for reimbursement from the organization's treasury, but should instead seek local funding for local events.
SECTION 10. PLACE OF MEETINGS. Meetings of the Core shall be held on-line at an announced chat location as designated from time to time by the Core. They may also be conducted via regular e-mail, by tele-conferencing and in-person.
SECTION 11. REGULAR AND ANNUAL MEETINGS. Regular meetings of Core shall be held quarterly on any day of the week, including Saturday or Sunday, within one (1) calendar month of Winter Solstice, Spring Equinox, Summer Solstice and Fall Equinox, at 1:00 p.m., or at such other day and time as may be decided by the Core by consensus.
SECTION 12. NOTICE OF MEETINGS. Regular meetings of the Core shall be held as they are scheduled at the preceding meeting, Absent Core members shall inquire of Core members who were present as to the date, time and location of the next meeting, or consult the meeting minutes.
SECTION 13. CONDUCT OF MEETINGS. Meetings of the Core shall be presided over by The President or a volunteer Core facilitator. The Secretary of Global Goddess or a volunteer Core member shall act as secretary at each meeting of the Core, and shall keep a written record of the minutes of the meeting.
Meetings of the Core shall be governed by consensus. Consensus decisions require the agreement of all the Core members present, except that a Core member can stand aside on an issue of decision, meaning she neither agrees nor disagrees, without preventing the Core from reaching a decision. However, in the exceptional case of a Core member having such strong moral objections to a particular decision that she cannot agree to it and feels compelled to prevent it, then she may block the decision. In the case of a block, the proposed action is not taken. The purpose of the consensus process is one of compromise and reconciliation of a viewpoint acceptable to all.
SECTION 14. QUORUM FOR MEETINGS. (Amended by Core April 4, 2006) All decisions of Global Goddess shall be by consensus of all the Core present at any meeting, subject to the provisions of Article 3, Sections 2, 5, and 6 of these Bylaws. If for any reason a core member who has been given adequate notice is unable to attend that member can provide written input on decisions to be addressed at the meeting, and that written input will be given due consideration. At least three Core members, consisting of the three officers or their designed agents must be present for a Quorum to exist. Submission of written input on relevant agenda items to be discussed can constitute "presence." Should it not be possible to have three members present, the President and Secretary may make decisions in the absence of a Core.
SECTION 15. DECISION-MAKING WITHOUT MEETING. If a decision is required prior to the next scheduled meeting the Core member requiring a decision may (i) contact all Active Core members via a telephone tree; with a written report back to the total Core with the phone tree decision results, to be kept on record by the Secretary as a special phone tree decision, subject to the provisions of Article 3, sections 13 and 14 above (ii) convene a special meeting for the purpose of achieving consensus on the issue, subject to all the provision of Article 3 sections 5, 13 and 14 above (iii) facilitate an email discussion within a specified time frame resulting in a clear statement of the decision to be called for and a specified time frame for response to the call for decision, and the collection of written or emailed consent to that decision, and provide a written record of that decision process to be kept by the Secretary, subject to the provisions of Article 3 sections 13 and 14 above. Any action by written consent shall have the same force and effect as a consensus decision of the Core.
SECTION 16. NON-LIABILITY OF CORE. The Core shall not be personally liable for the debts, liabilities or other obligations of Global Goddess.
SECTION 17. INDEMNIFICATION BY CORPORATION OF CORE, OFFICERS, EMPLOYEES AND OTHER AGENTS. When a person who is, or was, a Core member, officer, employee or other agent of Global Goddess has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that she is, or was, an agent of Global Goddess, or has been successful in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connections with such proceeding, to the extent that the resources of Global Goddess allow.
If such person either settles any such claim or sustains a judgment against her, then indemnification against expenses, judgments, fines, settlements and other amount reasonably incurred in connection with such proceedings shall be provided to the extent the resources of Global Goddess allow and only to the extent allowed by law..
OFFICERS
SECTION 1. NUMBER OF OFFICERS. The officers of Global Goddess shall be a President, Secretary, and Treasurer. Global Goddess may also have, as consensually determined by the Core, other officers, but they must also be approved as Core members.
SECTION 2. QUALIFICATIONS, SELECTION AND TERM OF OFFICE. Perpetual Core members serve as President, Secretary and Treasurer of this Church. Any other officers shall be selected by consensus from among the Core, at any time, and each officer shall hold office for the term they were elected or until she resigns or is removed or otherwise disqualified to serve, or until her successor is selected and qualified.
Officers have a set of assigned responsibilities and have no more decision-making capability than any other Director, except when a quorum cannot be reached.
SECTION 3. SPECIAL OFFICERS. The Core may choose such other agents as they may deem desirable, and such agents shall serve such terms, have such authority and perform such duties as may be prescribed from time to time by the Core. Agents include, but are not limited to, such positions as Coordinator of an ongoing project, such as the Newsletter; Coordinator of a special project, such as creation of a workbook, to production of a cassette tape recording; or Coordinator of an event, such as a public ritual.
SECTION 4. REMOVAL AND RESIGNATION. Any officer may be removed by the Core at any time. Any officer may resign at any time by giving clear and express notice, preferably to all the Core members at a regular meeting.
SECTION 5. VACANCIES. Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the selection of a replacement by consensus of the Core.
SECTION 6. (Amended by Core April 4, 2006) DUTIES OF PRESIDENT. The President, or her designed agent selected from among the Core only, shall:
Preside over all regular and special meetings of the Core, and shall hold general moderatorship over Core email list discussions, but not specific decisions made therein as subject to Article 3 section 15.
Be responsible for the orderly management and successful completion of all Global Goddess business.
Provide on-going advice and guidance to Core Members.
Announce names of members to be presented for election by the members to the general membership.
Act as official voice of the Global Goddess.
Appoint all committee chairs, liaisons, area coordinators, editors, committee members and work groups and monitor the progress of said groups and committees.
In general, perform all duties incident to the office of President and such other duties as may be required by law, by the Bylaws, or which may be assigned to her from time to time by the Core.
SECTION 7. DUTIES OF SECRETARY. The Secretary, or her designed agent selected from among the Core only, shall: Certify and keep at the principal office of Global Goddess, or in the custody of the Secretary, the original, or a copy, of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of Global Goddess, or in the custody of the Secretary, or at such other place as the Core may determine, a book of minutes of all meetings of the Core, and, if applicable, meetings of Committees or Cells of Core, recording therein the time and place of holding, whether regular or special, the names of those present at the meeting, and the proceedings thereof.
Be custodian of the records of the meetings of Global Goddess.
Keep at the principal office of Global Goddess, or in the custody of the Secretary, or at such other place as the Core may determine a record of the current membership containing the name, current address and telephone number of each and any Core and members.
Exhibit at all reasonable times to any Member of Global Goddess, or to her agent or attorney, on request or demand therefore, the Bylaws, the membership list and the minutes of the proceedings of the Core of Global Goddess, and report to Global Goddess at the next regular meeting the fact of such request or demand.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by the Bylaws, or which may be assigned to her from time to time by the Core.
SECTION 8. DUTIES OF TREASURER. Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of Global Goddess, and deposit all such funds in the name of Global Goddess in such banks, trust companies or other depositories as shall be selected by the Core.
Receive, and give receipt for, monies due and payable to Global Goddess from any source whatsoever.
Disburse, or cause to be disbursed, the funds of Global Goddess as may be directed by the Core, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of Global Goddess'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 Member of Global Goddess, or to her agent or attorney, on request or demand with five (5) business days' written notice therefore, and report to Global Goddess at the next regular meeting the fact of such request or demand.
Render to the Core at regular meetings and whenever requested an account of any or all of her transactions as Treasurer and of the financial condition of Global Goddess.
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 Bylaws, or which may be assigned to her from time to time by the Core.
SECTION 9. CURRENT OFFICERS. (Amended August 15, 2006)
Deanne Quarrie, President
Diane Hasz, Secretary
Dawn Thomas, Treasurer
COMMITTEES
SECTION 1. COMMITTEES. (Amended by Core April 4, 2006) Global Goddess shall have such Committees as may from time to time be designated by resolution of the Core. Such Committees may include persons who are not also Core of Global Goddess. Core may also designate Advisory Committees or Cells. Advisory Committees are not authorized to make decisions or to perform acts or to enter agreements in the name of Global Goddess, except by approval of the Core. They may, however, make recommendations to the Core and those recommendations must be reviewed by the Core. Taking into account the wishes of the members and the committees, the Core would look at these recommendations and offer approval unless there is a serious objection.
SECTION 2. MEETINGS AND ACTION OF COMMITTEES. (Amended by Core April 4, 2006) 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 Core, with such changes in the context of such Bylaw provisions as are necessary to substitute the Committee and its Core, except that the time for meetings of Committees may be fixed by resolution of the Committee. Records of decisions made by the Committees, which affect Global Goddess, shall be provided to Global Goddess at the next regular meeting of Global Goddess for inclusion in the Minutes. Committees 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.
One member from each committee shall be elected by the committee members to serve on the Core for a term of office of one year (except in the first year it will be 18 months).
These elected Core members will report to the Core all activities of their committees and seek approval of the Core for major additions to activities of Global Goddess. They may also make recommendations from their committees for actions they deem necessary by the Core.
THE BODY OF Global Goddess
SECTION 1. (Amended by Core April 4, 2006) Women become participants within Global Goddess Body by registering on the Global Goddess Chat List. This list serves as the communication link for all women who wish to participate in Global Goddess's activities.
Members have voting privileges in the election of Core Members at Large and other decisions that the Core determines to be decided by the members.
SECTION 2. Through active networking, women may organize from the bottom level beginning with formation of local groups.
SECTION 2. All participants and groups are autonomous except in matters that would affect other groups or Global Goddess as an organization. Groups determine when, where, and how often they wish to meet and determine at the local level the activities they wish to participate in. Any two people may come together as a group for purposes they create. A group follows Global Goddess guidelines if working to represent the organization. However, such guidelines will be minimal, serving to protect the organization only.
SECTION 3. Global Goddess may section off by Region. Each Region has a regional representative that works with the Core, and serves as the "hub" for all groups within her region.
SECTION 4. Each Global Goddess group is to be fully self-supporting. Funds should come from local donations and fund raisers. They should always make available a donation "basket" at any meeting. These donations should always be voluntary and anonymous.
SECTION 5. Groups may elect local officers including someone to serve as a treasurer. The Treasurer reports to the group monthly showing income, and portions sent to the region and to the Core level each month. The group should always keep what is needed at the local level and then share with the region and national levels as they can.
SECTION 6. One of the purposes of Global Goddess is to provide low cost activities for the Body of Global Goddess, their families, and others interested. When a group has an event, said event should be organized so that costs cover expenses only. Sponsors may add 20% to projected costs and that amount should be distributed one-half to sponsoring group and one-half to the national fund after all expenses for the event are paid. No member may personally profit by holding an event for Global Goddess.
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS. The Core, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of Global Goddess to enter into any contract or execute and deliver any instrument in the name of and on behalf of Global Goddess, 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 Global Goddess by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. A resolution to so authorize any Member must be entered in the written Minutes.
SECTION 2. CHECKS AND NOTES. Except as otherwise specifically determined by resolution of the Core, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of Global Goddess shall be signed by the Treasurer.
SECTION 3. DEPOSITS. All funds of Global Goddess shall be deposited in a timely fashion to the credit of Global Goddess in such banks, trust companies or other depositories as the Core may select.
SECTION 4. GIFTS. The Core may accept on behalf of Global Goddess any contribution, gift, bequest or devise for the religious purposes of Global Goddess.
RECORDS AND REPORTS
SECTION 1. MAINTENANCE OF RECORDS
The following shall be kept in the custody of the Secretary, unless the Core designates another place:
Minutes of all meetings of Core and Committees, 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; The following shall be kept in the custody of the Treasurer, unless another place is designated by the Core:
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;
A record of its Core, indicating their names and addresses and, if applicable, the category of membership of each member and the inception and termination dates of any membership;
A copy of Global Goddess's Bylaws as amended to date, which shall be open to inspection by the Core of Global Goddess at all reasonable times.
SECTION 2. CORE INSPECTION RIGHTS. Each and every Member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a Member.
To inspect the record of a Core' names and addresses, at reasonable times, upon five (5) business days' prior written demand on the Secretary of Global Goddess, which demand shall state the purpose for which the inspection is requested.
To inspect at any reasonable time the books, records or minutes of proceedings of the Core or Committees of Global Goddess, upon written demand on the Secretary of Global Goddess by the Member, for a purpose reasonably related to such person's interests as a Member, which shall be stated in the demand.
SECTION 3. RIGHT TO COPY AND MAKE EXTRACTS. Any inspection under the provisions of the Articles may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.
FISCAL YEAR
SECTION 1. FISCAL YEAR OF Global Goddess. The fiscal year of Global Goddess shall begin on November 1 and end on October 31 of each year.
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT. These Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted, by approval of the Core, subject to the power of Core to change or repeal these Bylaws.
PROHIBITION AGAINST SHARING PROFITS AND ASSETS
SECTION 1. PROHIBITION AGAINST SHARING PROFITS AND ASSETS.
No Member, officer, employee, or other person connected with Global Goddess, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of Global Goddess, provided, however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for Global Goddess in effecting any of its religious purposes, provided that such compensation is otherwise permitted by this Bylaws and is fixed by resolution of the Core; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the assets on dissolution of Global Goddess. All Core of Global Goddess shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of Global Goddess, whether voluntarily or involuntarily, the assets of Global Goddess, after all debts have been satisfied, shall be distributed as required.
WRITTEN CONSENT OF CORE ADOPTING BYLAWS We, the undersigned, are all of the persons named as Officers of Global Goddess, with the exception of those Core who are on a Leave of Absence at the time of the adoption of these Bylaws, and, pursuant to the authority granted to the Core by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of twelve (12) pages, as the Bylaws of Global Goddess.
Dated: January 27, 2005 Amended November 18, 2007
CERTIFICATE
This is to certify that the foregoing is a true and correct copy of the Bylaws of Global Goddess named in the title thereto and that such Bylaws were duly adopted by the Core on the date set forth below. Dated: January 27, 2005 and as amended on November 18, 2007.
