Articles of Incorporation of A Sacred Place, Inc.
The undersigned, a majority of whom are citizens of the United States, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Law of New Hampshire, do hereby certify:
ARTICLE 1: (NAME)
The name of the organization shall be A Sacred Place, Inc., aka (ASP) in all instances both public and private.
ARTICLE 2: (LOCATION)
ARTICLE 2: (LOCATION) A Sacred Place, Inc., (ASP) is located at 970 New Hampshire Route 118 (AKA: Dorchester Road) in the town of Canaan, Grafton County, New Hampshire 03741 and on the internet at aspcanaan.org
ARTICLE 3: (PURPOSE & OBJECTIVES)
Section 1: (PURPOSE)
Notwithstanding any other provision of these articles, A Sacred Place, Inc., (ASP) is organized exclusively for the following purposes: religious, charitable, and educational purposes, as specified in section 501(c)(3) of the Internal Revenue Code of 1954, and shall not carry on any 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 of 1954.
Section 2: (OBJECTIVES)
To improve the quality of human life by organizing as a religious fellowship this has at its heart these beliefs:
A commitment to accepting one another and encouraging each other’s spiritual growth; Recognition of the inherent worth, dignity, and Spark of the Divine within every person; A belief in the need for peace, liberty, justice, honor, and compassion in human relations; A commitment to the freedom for the responsible search for truth and meaning; Acceptance of the right of conscience and the use of the democratic process within our community; And a deep and abiding respect for the Earth and the interdependent web of all existence of which we are a part.
In the furtherance of these objectives, and in accordance with the powers conferred by its Certificate of Incorporation, A Sacred Place, Inc., (ASP) may collect membership dues, admission fees, gratuities, rents, and bequests; may buy or otherwise acquire, sell, or otherwise dispose of, and mortgage or otherwise hypothecate real, personal, and mixed property of all kinds; and may, in general, exercise all of the powers granted by corporate law in the State of New Hampshire.
ARTICLE 4: (USE OF FUNDS)
A Sacred Place, Inc., (ASP) is a not-for-profit corporation.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, 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 objectives set forth in Article 3, Section 2. hereof.
ARTICLE 5: (RESTRICTIONS)
A Sacred Place, Inc., (ASP) is nonpolitical in character and shall not engage in political activities of any nature. 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 or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other 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 the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE 6: (DISSOLUTION)
Upon the dissolution of the corporation, 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 in accordance with a majority of the votes cast at a final meeting of membership called for that purpose.
ARTICLE 7 (NON DISCRIMINATION)
A Sacred Place, Inc., (ASP) declares and affirms its special responsibility to pursue it’s objectives without regard to race, color, sex, disability, sexual orientation, or national origin and without requiring adherence to any particular interpretation of religion or to any particular religious belief or creed.
ARTICLE 8 (MEMBERSHIP)
Section 1: (Joining)
Any person, 18 years or older, may join and become a voting member of this Fellowship by:
- Demonstrating sympathy with its purposes and program;
- Demonstrating an understanding of its bylaws;
- Supporting it through financial and/or personal participation;
- Signing the membership book.
People who have completed a formal Coming of Age Rite within this congregation may also sign the Membership Book.
All who sign the Membership Book shall become eligible to vote thirty (30) days after they sign.
It is generally expected that prospective members will have had a discussion with the Abbot/Abbess or such other person as the Council of Elders (CoE) may designate.
Section 2: (Membership)
The CoE shall be responsible for maintaining a publicly available membership policy to include, but not limited to, individual rights, privileges, responsibilities, and benefits thereof.
Section 3: (Removal)
At its discretion the Council of Elders, by a two-thirds (2/3) vote, may refuse membership, suspend, or remove a member for actions that threaten the well-being of the Congregation.
A member’s name shall be removed from the Membership Roll in case of:
(1) The member’s death;
(2) Written request by the member to the Secretary;
(3) A period of inactivity over one year, pending review by the Council of Elders.
ARTICLE 9: (GOVERNANCE)
A Sacred Place, Inc. (ASP) is to run under the direction of the Abbot or Abbess, the Executive Director and the Council of Elders (CoE).
Section 1: (Council Role, Size, Composition)
The Council of Elders is a governing and advisory body to the organization.
The Council of Elders shall have up to thirteen, and no fewer than five, voting members.
The Council of Elders will consist of:
- The Executive Officers: Executive Director, Secretary, and Treasurer; and
- No fewer than two and no more than ten At Large Members in good standing. Each shall have voting rights on the Council; and
- C. Up to five Alternate Members, in good standing. Alternate members are held in reserve for appointment, by vote of the Council, in the event of a vacated At Large position within the Council and, until such appointment, have no voting rights in the Council. Alternate members reserve the right to decline said appointment to the Council.
- The Abbot or Abbess is an ex officio member of the CoE but holds no vote.
- The board receives no compensation other than reasonable expenses.
Section 2: (Meetings)
The Council of Elders shall meet at least quarterly at an agreed upon time and place. CoE members agree to attend a majority of meetings annually and stay apprised of issues via the electronic Council Forum. Meetings will be held in accordance with Robert’s Rules of Order
Section 3: (Council of Elders Elections and Procedures)
Elections are to be held as follows:
- Elections will be overseen by the Election Committee which is comprised of 3 Members in Good Standing who are not candidates.
- Nominations will be taken at the Annual Membership Meeting.
- Elections will be by mailed secret ballot.
Newly elected CoE members shall assume their duties at the next meeting and shall serve as stated in these bylaws.
Section 4: (At-Large Board Members)
If a seat is vacated on the CoE the remaining members may vote to fill the seat from the list of current Alternates.
Section 5: (Removal from Council of Elders)
- Any CoE member who misses two (2) or more consecutive meetings or who fails to stay apprised of issues via the electronic Council Forum as per Article 9 Section 2 may be removed from the CoE upon the vote of a majority of those members of the Council present at the next meeting of the CoE, unless otherwise stipulated in these bylaws. The vacancy shall then be filled pursuant to these bylaws.
- Council of Elders members may be removed, for cause, from the CoE upon the vote of a majority of those members of the CoE present at a meeting of the CoE, unless otherwise stipulated in these bylaws. The vacancy shall then be filled pursuant to these bylaws.
Section 6: (Terms)
All CoE members shall serve two-year terms or until their successor is elected, or until their voluntary resignation from the position, unless otherwise stipulated in these Bylaws.
Section 7: (Quorum)
A quorum is the minimal number of both Officers and Members At Large who must be present for valid transactions of business or motions made or passed. This number is set at a simple majority, with at least one Officer present, unless otherwise stated.
Section 8: (Notice)
An official CoE meeting requires that each CoE member have written or electronic notice two weeks in advance.
ARTICLE 10: (FUNCTIONS, DUTIES, AND RESPONSIBILITIES OF THE COUNCIL OF ELDERS)
Section 1: (Authority)
The Council of Elders is the principal policy forming and administrative body of the church. The CoE has full authority and responsibility, except as limited by these bylaws, to act on the business and programs of the church.
Section 2: (Responsibilities)
- (EXECUTIVE DIRECTOR)
The Executive Director presides over all scheduled meetings of the Membership, as well as those of the Council of Elders. The Executive Director may also call and preside over Special Meetings of the General Membership, as well as the Council of Elders, as circumstances warrant. The Executive Director is an Ex-Officio member of all Committees.
The Treasurer fulfills the functions of the Executive Director when the Executive Director is unavailable.
The Treasurer is responsible for managing all financial and fiscal requirements for A Sacred Place, Inc. (ASP)
These duties include, but are not limited to: Maintaining all banking accounts and bank relationships; Reconciling monthly bank account statements; Collecting and depositing all moneys generated by the activities of A Sacred Place, Inc. (ASP) including receipts, member dues, revenues, etc.; Developing annual budgets, and tracking actual income and expenses against said documents and Generating an Annual Report at the end of each fiscal year.
The Council of Elders shall approve all budgets and give custody of all said budgets to the Treasurer.
All non-budgeted expenditures in excess of $50.00 shall require approval of The Council of Elders.
The Treasurer will provide a financial report at the beginning of each Council of Elders meeting and the Annual Report at the Annual Membership meeting.
Accounts and records will be maintained in accordance with generally accepted accounting practices for the following:
General Fund Taxes Building Fund (includes new construction and maintenance) Charitable (Project Neighbor, Senior Center Food Pantry, etc)
Others may be established in the future for other reasons such as major projects or purchases.
All checks will require the signatures of both the Treasurer and Executive Director
The Treasurer is second in succession to the Executive Director.
The Secretary fulfills the functions of the Executive Director when the Executive Director and Treasurer are unavailable.
The Secretary shall be responsible to keep and make available minutes of all Council of Elders meetings.
The Secretary is also responsible for maintaining an up-to-date membership list.
The Secretary shall assist the election process. These duties include, but are not limited to: Recording nominations; validating membership; furnishing ballots and instructions for submitting these ballots.
The Secretary is third in succession to the Executive Director.
D: (MEMBERS AT LARGE)
The Members-At-Large shall have say and vote on matters concerning A Sacred Place, Inc., (ASP), ratify the budget, authorize expenditures, and be available to chair Committees.
The Abbot/Abbess is the religious and spiritual leader of the church. The Abbot/Abbess shall have responsibility for the conduct of worship services and shall serve as spiritual leader and advisor to church members. The Abbot/Abbess is responsible for overall policy and direction of the organization, and may delegate responsibility for day-to-day operations.
He or she shall have freedom of the pulpit. He or she shall also have the freedom to express her or his opinions outside the pulpit, and to represent the church.
The Abbot/Abbess holds the Right of Veto over the CoE. Exercising said right will send the motion before the congregation for a binding determination by 2/3 majority vote. A vetoed motion may be withdrawn by the CoE prior to being sent for said vote.
The Abbot/Abbess will make recommendation, if foreseeable, for their successor.
The Abbot/Abbess may be removed by:
- Unanimous recommendation of No Faith by the CoE and
- A 2/3 majority vote of the congregation.
In the unlikely event that this occurs the Abbot/Abbess will be given the option of staying at the Abbey in a lesser position.
ARTICLE 11: (EXECUTIVE DIRECTOR AND STAFF)
Section 1: (Executive Director)
Initially this position will be assumed by the Founder and maintained until she is ready to step down.
Subsequent Executive Directors will be subject to review after 4 years in the position, and every 4 years thereafter. Upon review, should the Council of Elders find the Executive Director is no longer a proper match for A Sacred Place, Inc. (ASP), the CoE may, by unanimous vote, decide to offer a probationary period or other methods of remediation including termination.
Initially the position of Executive Director will be filled by the same person holding the position of Abbess. We make this provision possible for the future; however, it is strongly discouraged and acceptable only in the rare case where the CoE has complete confidence in the one individual to act solely in the best interests of A Sacred Place, Inc. and its membership.
The role of the Executive Director is to design, develop and implement strategic plans for A Sacred Place, Inc. (ASP), in a cost-effective and time-efficient manner. The Executive Director is also responsible for the day-to-day operation of A Sacred Place, Inc. (ASP), including managing committees, staff, and developing business plans in collaboration with the Council of Elders for the future of the organization. In essence, the board grants the Executive Director the authority to run the organization. The Executive Director works closely with the Abbot/Abbess and is accountable to the Council of Elders and reports to the CoE quarterly. The CoE may offer suggestions and ideas about how to improve the organization, but the Executive Director decides whether or not, and how, to implement these ideas.
The Executive Director is a leadership role for the organization and often fulfills a motivational role in addition to office-based work. The Executive Director motivates and mentors members, volunteers, and staff, and may chair meetings. The Executive Director leads the organization and develops its organizational culture.
As the title suggests, the Executive Director needs to be informed of everything that goes on in the organization. This includes staff, membership, budget, organizational assets, and all other company resources, to help make the best use of them and raise the organization’s profitability and profile.
The Office of the Executive Director may be funded with no more than 25% of the annual budget of A Sacred Place, Inc. (ASP). This budget will cover the day to day operations and administration costs of the organization to include Executive Director and other staff remuneration.
The Council of Elders may designate other duties as necessary.
ARTICLE 12: (FINANCES)
Section 1: (Policy)
A Sacred Place, Inc. (ASP) states that their basic financial policy shall be to acquire funds and property and erect buildings suitable for the following purposes in keeping with the objectives of the organization:
- A) Presentation of Rituals and Rites of Passage, an Abbey for housing of clergy et al., provision for workshops, social activities, and meeting facilities.
- B) The conduct and support of worthy activities such as, but not limited to, Project Neighbor, local food pantries, Youth Council, and provision of scholarships for deserving students or members.
Section 2: (Funds)
The organization shall divide its properties and assets into the following funds.
- A) Working Funds. These funds represent the allocation of assets in an amount necessary for the performance of the routine administrative and operational tasks of the organization including, but not necessarily limited to, the budgeting of Rituals and Events, the administrative expenses of the Council of Elders and the Executive Director, advertising, correspondence, and stipends. The Working Funds are under the custody of the Treasurer and are disbursed in accordance with the direction of the Executive Director.
- B) Permanent Funds. These funds represent the balance of the organization’s assets after the allocation of Working Funds and are available for growth investments and the acquisition of property designed to enable the organization to accomplish its objectives as defined in Article 2 hereof. The Permanent Funds are under the custody of the Treasurer and are disbursed by the Treasurer and Executive Director as determined by the Council of Elders.
Section 3: (Memberships, Gifts, Gratuities, and Bequests)
These funds shall be handled in the following manner:
- A) The solicitation mechanism for acquiring these funds shall be designated by the Council of Elders.
- B) Donations such as, but not limited to, funds from memberships, gifts, gratuities, and bequests, unless a specific use is designated by the donor, will be allocated to the permanent fund.
Section 4: (Banking Practices)
All monetary assets of A Sacred Place (ASP) shall be maintained in banking institutions designated by the Council of Elders. Withdrawals may be made only to meet the financial obligations of A Sacred Place (ASP). All checks, drafts, or orders for payment of money, notes, or other evidences of indebtedness issued in the name of A Sacred Place (ASP) shall require two original signatures from CoE Members in good standing. At least one signer must be a CoE Officer. Additional accounts may be maintained by the Treasurer for the purposes of accepting credit cards, making or accepting online payments, or other limited functions as necessary. These accounts shall be considered secondary and subservient to the primary account established above, and are subject to the same oversight by the ED and CoE.
Section 5: (Interest in Assets)
No member of the organization shall have any right, title, or interest in any property of A Sacred Place, Inc. (ASP). No person whose membership in A Sacred Place, Inc. (ASP) is terminated, whether by death, resignation, or any other means, shall have any right, title, or interest in any asset or property of A Sacred Place, Inc. (ASP)
Section 6: (Fiscal Year)
The Fiscal Year for A Sacred Place, Inc. (ASP) shall run from January 1 through December 31 annually.
ARTICLE 13: (COMMITTEES)
Any dues paying member, regardless of age, may participate in and be members of a Committee. The Committee Chair reports directly to the CoE.
The Council of Elders will establish a list of Committees that will help A Sacred Place, Inc. (ASP) meet the objectives as outlined in Article 3 of these bylaws. The list will recommend criteria, scope and procedures for each Committee.
The Council of Elders will choose the necessary Committees and appoint the Committee Chairs using the standards set forth in Articles 7 and 14.
ARTICLE 14: (FAIRNESS)
No set of Bylaws can cover all circumstances. In the event of an issue arising which is not covered by these Bylaws, the issue will be decided upon on the basis of fairness, the good of A Sacred Place, Inc., (ASP), and common sense.
ARTICLE 15: (AMENDMENTS)
These Bylaws may be amended when necessary by a two-thirds majority of the Council of Elders. Proposed amendments must be submitted to the Secretary to be sent out with regular CoE announcements.