Organizational By-laws
Revised 1 February 2006
Article I - Name and Purpose of the Corporation
Section 1
The name of this Corporation is the Avalon Center for Druidic Studies (ACDS).
Section 2
This Corporation is organized exclusively for educational purposes and is not organized for the private gain of any person or persons. The mission of the Avalon Center is to promote spiritual growth and philosophical insight through a rigorous academic curriculum in Druidry, metaphysical philosophy, and the arts. Through residential programs combining work and study, ACDS seeks to create an intentional community dedicated to Druid lore, sustainable living, and the sacred in Nature.
Section 3
The Corporation shall have power to authorize, bestow, convey, grant, issue or revoke certificates, charters, credentials, diplomas, franchises, licenses, memberships, or ordinations through the ACDS corporation, or any subsidiary corporation created by this Corporation, including cemeteries.
Section 4
The corporation shall have the power to apply for and receive grants, accept bequests and to establish and maintain an endowment fund.
Section 5
The corporation shall have the power to own property, for the purpose of carrying out the above.
Section 6
The corporation shall conduct its activities in accordance with Section 501 (c) (3) of the Internal Revenue Code or the corresponding section of any future federal tax code.
Article II - Pecuniary Gain
Section 1
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its governors, 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 set forth in Article I. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Section 2
Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code or the corresponding section of any future federal tax code.
Article III - Duration
The period of duration of this corporation shall be perpetual.
Article IV - Personal Liability
Section 1
Upon the dissolution of the corporation, the Board of Governors, shall pay or make provisions for the payment of all the liabilities of the corporation. The remaining corporation properties and assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Said distribution shall be in keeping within a basic harmony of the ACDS Corporation mission and philosophy.
Section 2
Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the Avalon Center legally resides.
Section 3
ACDS shall obtain and maintain a general liability insurance policy.
Article V - Capital Stock
The corporation shall have no capital stock and shall have no authority to issue shares.
Article VI - Members
This corporation has no members.
Article VII - Board of Governors
Section 1
The Board of Governors is responsible for setting policy and governing the organization. It holds the power to conduct the Center's business and to delegate that power to the Chancellor as Chief Executive Officer. There shall be no fewer than three governors on the board and a maximum of twenty-four. The duties of governors shall include serving as officers of the board, and as committee members for designated tasks.
Section 2
Governors shall serve on the board for a maximum of four consecutive terms of three years each. The terms of office for the Governors shall be staggered so that no more than one-third of the board shall be replaced in one election.
Section 3
New Governors shall be elected by majority vote of the sitting Governors from candidates nominated by members of the board.
Section 4
A quorum shall consist of a simple majority of the governors.
Section 5
Regular meetings of the Board of Governors shall be held annually. Special meetings may be called as needed by the Board president, the Executive Committee, or a majority of the Governors. Governors will be notified by mail, telephone, e-mail, or fax two weeks before every board meeting.
Section 6
Any Governor who misses three consecutive meetings of the board will be removed. Members may also be removed by a majority vote of the board for failure to disclose a conflict of interest, breach of confidentiality, failure to exercise the duties of a board member, or for acting in a manner that is detrimental to ACDS and its mission.
Section 7
Voting shall occur at the discretion of the board president according to Robert’s Rules of Order.
Section 8
Governors shall not be compensated for their service except for reimbursement of reasonable expenses.
Section 9
The Board shall hold such meetings as may be necessary for conducting business of the Corporation. Meetings of the Board may be called by the President, in his/her absence, by the Vice-president and any two Governors.
Section 10
The Board of Governors shall be empowered to employ or dismiss a Chancellor to act as Executive Director of the Center. The duties of the Chancellor will be determined by the Board of Governors in a written statement. The Chancellor may hire staff and faculty needed to carry out the goals and policies of the Board of Governors and will inform the Budget & Finance Committee of budgetary needs in this regard. The Chancellor will have a permanent seat on the Board of Governors.
Article VIII – Officers of the Board
Section 1
The officers of the Board of Governors shall consist of Board President, Vice President, Treasurer, and Secretary. Each office shall be elected by the board for a term of two years.
Section 2
The duties of the President shall be to preside at all meetings of the board, appoint committees, provide overall leadership to the organization and assist in all fundraising efforts. The President of the Board is, by default, a member of all standing committees. The President may be elected to no more than three consecutive terms in that office.
Section 3
The duties of the Vice President shall be to preside over meetings in the absence of the president and to assist the president in the execution of his or her duties as needed. There shall be no limit to the number of consecutive terms a Governor may serve as Vice President of the Board.
Section 4
The duties of the Treasurer shall be to oversee financial matters of the organization and ensure that monies are deposited promptly in the appropriate accounts. The Treasurer shall assist in the preparation of the organizational budget and chair the Budget and Finance Committee. There shall be no limit to the number of consecutive terms a Governor may serve as Treasurer of the Board.
Section 5
The duties of the Secretary shall be to take and maintain minutes of all board meetings and to ensure that necessary reports and filings to state and federal authorities are made in a timely manner. The Secretary is keeper of the organization’s official records. There shall be no limit to the number of consecutive terms a Governor may serve as Secretary of the Board.
Section 6
The retiring president of the Board of Governors shall automatically become a member of the board for a two-year period.
Article IX – Board Committees
Section 1
Standing committees shall include an Executive Committee, a Development & Fundraising Committee, a Finance & Budget Committee, a Programs Committee, a Nominating Committee, and a Grounds & Building Committee.
Section 2
The Executive Committee shall consist of the President, Vice President, Treasurer, and Secretary of the Board of Governors, and the Chancellor. The Executive Committee is empowered to act on behalf of the full board in matters of ordinary operations of the Corporation. Actions of the Executive committee should be approved by the full board at its next regular meeting.
Section 3
The responsibilities of the Development Committee are to ensure that adequate funds are available for ACDS to carry out its mission. These responsibilities include working with organizational staff and other members of the board to solicit charitable gifts, carry out fundraising events, and secure foundation and corporate grants.
Section 4
The responsibilities of the Budget and Finance Committee shall include preparing an annual budget, overseeing with the Treasurer the accounting and banking functions of the Center, and arranging for a certified audit of the Center's accounts.
Section 5
The Program Committee shall oversee and advise regarding the Center's activities that carry out its charitable and educational mission. The committee meets on a regular basis with the Chancellor, Dean, program staff, and faculty to obtain information about the Center's programs and makes regular reports to the Board of Governors about these activities.
Section 6
The Nominating Committee assumes the tasks of identifying candidates for election to the board and assembling a slate of officer candidates to be elected by the full board.
Section 7
The Grounds & Building Committee oversees the management of properties owned by ACDS as well as building and renovation projects. The committee advises the Budget and Finance Committee on needs in this regard.
Section 8
The President of the Board may establish special committees to undertake designated responsibilities on an ad hoc basis.
Article X – Amendments to the By-Laws
These by-laws may be amended subject to approval of a vote of two-thirds of the sitting Governors.
