Section 1.01 Name:
The name of the organization shall be the Earth Spirit Alliance, Inc. ,
and may be referred to as “ESA”. The organization may use as its word
mark on its correspondence or advertising the words “Earth Spirit
Alliance”, “ESA” or “The Earth Song People” or “ESP”.
1.02 Office: The
principal office of the corporation shall be located at:
2825-A State Highway 71 East, Del Valle, Texas 78617. The corporation
may have a principal office and other offices at other locations within
the state or without as the Board of Trustees may from time to time
determine.
1.03 Purpose of Organization:
A.
The corporation is organized to solicit, raise, and collect funds to
further the purposes of a religious, charitable, scientific, literary
and/or educational organization and for other exempt purposes as
defined in Section 501(c) (3) and 170(c)(2) of the Internal Revenue
Code of 1954, as amended, (the “code”); to take by gift, bequest,
devise, purchase or lease, either absolutely or in trust, and hold,
administer, and distribute for such purposes, any property, real,
personal or mixed, without limitations as to the amount or value, and
in the administering the same to carry out the directions and exercise
the powers contained in any trust instrument under which the property
is received, for one or more of such purposes; to sell, convey, or
otherwise dispose of any such property; to invest, and reinvest or deal
with the proceeds and income of any such property; and to incur and pay
expenses incidental to the receipt, administration, and distribution of
any such property.
B.
The corporation is further organized to exercise any, all, and every
power that a non-profit corporation organized under the provisions of
the Texas Non-Profit Corporation Act can be authorized to exercise for
religious, charitable, scientific, literary, educational, or other
exempt purposes as defined in Sections 501 (c) (3) and 170 (c)(3) of
the Code.
C.
No part of the net earnings of the corporation shall inure to the
benefit of nor be distributable to, its members, trustees, officers or
any other private persons, except the corporation shall be empowered to
pay reasonable compensation for services rendered and to make payments
and distributions in furtherance of the purposes set forth in
Sub-section A and B above.
D.
The corporation by majority vote of the trustees may authorize the
payment or repayment for the expenses of any person or organization for
expenditures that were made in the interest of the corporation; may
enter into contracts, loans or investments with variable terms of
principal. interest and term, and make payments towards said contracts,
loans or investments; hire and fire persons or the service of firms;
may make payments towards or salary for personal services, pay wages
and or any other customary and ordinary form of payment for personal
and or professional services rendered to or for the corporation in
furtherance of the corporations purposes set forth in Sub-section A and
B above.
(C) Sponsor Membership:
- Entry to all festivals after paying festival entry
fee’s.
- Subscription to the newsletter and magazine put
out by the corporation.
- The right to vote for members of the Festival
Board of Directors and the Board of Trustees.
- The right to be nominated or volunteer for
election to the Festival Board of Directors.
- The right to apply to be a part of any committee or
work group that
helps in the governance and operation of the organization.
- The right to apply for acceptance in the
organizations sustainable intentional community when it is organized.
- The right to be nominated by another sponsor member
or independently
run for the position of Trustee at the lawful time of elections of
Trustees as further enumerated within these bylaws.
2.02 General provisions of
membership.
(A)
The Board of Trustees shall set the initial membership fee for all
classes of membership and then from time to time review the membership
fees and change them as it deems appropriate.
(B)
However for acceptance to the sponsor class of membership a potential
member shall already be a sustaining member for a minimum of one month
and provide:
B.(1) Annual
membership for a sponsor class member
B.(2)
The equivalent of $1,000.00 in donations, volunteer services and/or
time devoted to efforts approved by the Trustees that accrue to the
organizations benefit and contribute to the organizations effort to
achieve its missions stated goals. Such acceptable tasks may be
services rendered at festivals or at other such functions on property
owned or controlled by the organization or at other places approved by
the board of Trustees.
B.(3)
Sponsor class members may donate more than the initial requirements and
they may receive additional consideration for those donations.
Services, time or cash donations shall accrue in increments of 1 vote
per person for each required donation to achieve sponsor class
membership.
B.(4)
All sponsor class memberships shall be applied for directly to the
Trustees through a form provided by the director of Records. Trustees
shall have the final right of refusal for acceptance of persons to
sponsor class of membership. Limitations may be applied from time to
time on the sponsor class of membership and its acceptance periods, or
the periods of time that donations will be accepted and accrue to this
class of membership or the total votes allowed to each sponsor member
due to the aggregate amount of his/her donation(s).
B.(5)
The Board of Trustees may from time to time add to, subtract from or
change any rule or other criterion regarding the acceptance of members
or continuation of current membership that the Board of Trustees shall
from time to time deem appropriate and necessary for the well being of
the organization and the furtherance of the organizations mission.
A. Resignation :
A.(1)
A trustee may resign at any time verbally or in writing. The
resignation shall become effective immediately upon receipt by any two
other trustees.
A.(2)
A trustee may resign date certain and may exercise his/her rights and
authority until the effective date of the resignation. A delayed
resignation must have a majority affirmative vote of the remaining
board members to be effective.
B. A removal by vote
of the Board of Trustees in accordance with section 3.06 below.
C. Death
3.05
A Trustee position that has become vacant due to any of the reasons
enumerated above except expiration of term may be filled by nomination
of a member by the executive director (operating officer) and confirmed
by the board of Trustees. A newly created Trustee position may be
filled by majority vote of the Board of Trustees and may remain filled
by the confirmed nominee until the expiration of the term of the
remaining Board of Trustees.
3.06
A Trustee on the Board of Directors (OBD) may be removed from his/her
position by 60% majority vote of the remaining Trustees sitting on the
Board of Directors. Removal may be with or without cause. If a meeting
of Trustees with the purpose of removing a Trustee from office shall
occur then all Trustees shall have ten days notice of the meeting,
notice made by regular US mail. If an emergency is deemed to exist and
an emergency is declared by any two other Trustees, a meeting may be
called and notice to all Trustees may be made by telephone, electronic
mail or otherwise and will be deemed delivered if a diligent effort is
made to notify all trustees of the meeting; and the vote may be taken
and executed within 24 hours of the time of the calling of emergency.
Elections to the board of
Directors – Trustee Positions:
A. Elections shall
be held in December every six years at a date set by the Board of
Directors/Trustees.
B.
Each Sponsor member shall have a minimum of one vote that they may cast
for the candidates of their choice, and may have multiple votes based
on the aggregate total of their donation(s).
C.
In the 90 days preceding the election, a Sponsor class of member may
declare themselves a candidate for the office of Trustee, or they may
be nominated by any other member for an office of Trustee. A candidate
may be an existing Trustee and may run for the same position they
currently hold, or for another position. A candidate must state the
position they are running for and their qualifications to hold the
position, written notice to the organizations office is required.
D.
The existing board of Directors/Trustees shall provide each Sponsor
member a ballot that has been provided by the Director of Records
stating all the candidates names and the number of total votes allotted
to the Sponsor member. All votes a Sponsor member holds must be cast
for only one candidate for each open Trustee position, votes may not be
split between candidates running for the same position.
E.
The ballots shall be accepted at the organizations office for a minimum
of 10 business days prior to the final date of the election, and may at
the discretion of the Board of Directors be allowed to be cast
electronically.
F.
Following the close of the election the Board of Directors shall notify
membership and the candidates of the results of the elections in a
timely fashion by publication to the organizations website, newsletter,
magazine or a combination of these methods.
G. A Sponsor member
may not vote by proxy for the position of Trustee.
3.08 Trustees shall have the
following duties, responsibilities and rights:
A.
Trustees shall have the sole authority to enter into contracts for the
organization that are longer than one festival in duration.
B.
Trustees shall maintain and have ultimate responsibility for ESA’s real
and tangible property whether owned, mortgaged, leased or borrowed.
C.
Trustees may delegate any of the rights and responsibilities enumerated
in these bylaws on a case by case basis, as they deem appropriate.
D.
Trustees shall have ultimate authority and responsibility for the
interpretation and implementation of the corporate bylaws on a case by
case basis. Their decision shall be irrevocable.
E.
Trustees shall have sole authority to change bylaws, but shall take
voting class membership input into consideration before doing so. All
due diligence shall be exerted to solicit input from voting members
prior to any trustee meeting where the purpose of the meeting is to
change the bylaws.
F.
Trustees shall have ultimate responsibility for the operation and
success of the corporation, the achievement of the organizations
mission and the general wellbeing of the organization. In the
furtherance of these goals Trustees shall have the right to veto the
decisions of the festival board if it is deemed necessary and in the
best interest of the organization and/or is required to further the
mission of the organization. Trustee rights include but are not limited
to veto if it is deemed required to carry out organizational purposes
heretofore set forth.
G. Trustees shall
supervise the annual election for Festival Board members.
H.
Trustees shall have the authority to pass approval, or to withhold
approval for cause of any person elected by a election to the Festival
Board to replace a vacant position on the Festival Board or at the
regular election. Such approval shall not be unduly withheld, and shall
be deemed granted if not expressly refused within 30 days of the date
of the special election of the Festival Board. If approval is withheld,
the cause need not be made public.
I.
Trustees shall maintain the right of ultimate authority to accept
potential new members to the organization; or to withhold, decline or
terminate membership on a case by case basis as they deem appropriate.
3.09 Festival Board of
Directors:
The Festival Board of Directors (FBD),
the FBD shall have the
responsibility and privilege of organizing and arranging 3 spiritual
festivals, of not less than 4 days duration per festival, per year,
with the exception of the spring festival which shall not be less than
7 days in duration. The FBD shall be responsible for organizing and
advertising the festivals; setting the theme for festivals, demanding a
spiritual theme and several rituals be observed, arranging the
workshops and educational sessions, the recreational events, the
entertainment events and artists, the vendors and all other aspects of
insuring the successful outcome of the festival.
The Festival Board of Directors may
consist of any number of directors
from 5 onward provided however there is always an odd number of board
positions.
The primary purpose
of an ESA festival is to increase spirituality; with that outcome in
mind, there shall be one Director whose sole responsibility shall be to
insure that numerous rituals of a spiritual nature occur, that there is
spiritual diversity represented at festival and that continuing
education is provide through workshops and or lectures
3.10 Specific Board positions
and their duties and responsibilities:
A. Festival Director -
This Director shall have ultimate authority for organizing the
planning, purchasing and actual operation of the festival. The Festival
Director shall organize any committees or workgroups he/she requires to
plan, fund and operate the festivals.
B. Assistant Festival
Director -
This Director shall assist the Festival Director and assist all other
Directors in the performance of their jobs. The Assistant Festival
Director shall take on the duties of the Festival Director if the
Festival Director is unable to do so due to illness or incapacity
during or immediately prior to the festival.
C. Spiritual Director -
This Director is in many ways our most important Director. We as a
spiritual organization should never lose fact of the reason for our
being together, and that is to further the goals of increased spiritual
awareness and diversity. This Director shall insure that every festival
has a spiritual nature to its theme and to its actual operation. He/she
shall insure that spiritual speakers are scheduled, spiritual workshops
are scheduled, Rituals are planned and carried out, and that
spirituality is not bypassed by the natural desire of members to party
during a festival. This Director more than anything else is entrusted
with the responsibility to insure balance in our festivals. This
Director shall be responsible Directly to the Festival Director and to
the Board of Directors/Trustees.
D. Festival Administrator -
This Director shall be responsible for assisting in the arrangement of
operational requirements of the festival and for insuring the smooth
operation of those facilities during the operation of the festival.
E. Advertising-Media Director
-
This Director shall be responsible for co-coordinating all pre-festival
advertising, developing free or low cost media exposure and ensuring
that during the festival any media exposure is of a positive nature.
Term of service to the
Festival Board :
The term of a festival board member
shall be for 2 years. The positions
will be staggered after the first year by having an election each year
for the first two years with Festival director and Festival
Administrators initial terms being only one year in length and an
election for those positions to occur the second year also, thus
providing a staggered term of office with two positions coming up one
election year and three coming up the next, or odd and even numbers of
positions coming up on alternate years.
Elections to the Festival
Board:
A.
Elections shall occur by written ballot or by electronic means or by a
combination of both methods or by methods determined acceptable by the
Trustees. It shall be the duty of the Board of Trustees to oversee and
validate the will of the membership and insure the accuracy of the
election process.
B.
Ballots shall be accepted by the Trustee of Records at the
organizational office and/ or the organizations secure website, at the
festival, at the organizations post office box and/or at other places
to be determined by the Trustees. Ballots shall then be delivered at
the end of the ballot acceptance period to the election team. The
Election Team, comprising 3 members determined by the Director of
Records, who do not hold a Trustee position, shall count and present to
the Board of Trustees for validation all ballots collected during the
month that includes the fall festival. Election results shall be posted
by publication on the organizations website and/or by publication in
our newsletter or magazine in the most timely fashion applicable after
the fall festival.
General provisions pertaining
to the Festival Board of Directors (FBD):
A.
Anyone who is nominated or offers to run for a position on the festival
board of directors shall be a voting class member. (Sustaining or
Sponsor class member)
B. Any voting class
member is allowed to run for a board position.
C.
Persons on the Festival Board of Directors may be referred to as
Directors and Officers but they shall not be referred to as Trustees of
the corporation unless they simultaneously hold a Trustee position.
D.
Festival Board of Directors may be removed with or without cause by a
majority vote of the FBD, or a 2/3 vote of the Operating Board of
Directors/Trustees.
E.
A Festival Board position shall be filled by a nomination of a voting
class member by the Festival Board of Directors to the OBD and the
nominee shall be confirmed or denied confirmation by the OBD. If no
person is nominated within 20 days of the opening of the position, the
OBD may nominate and confirm any member of its choice.
Monetary allowances to the
Festival Board:
The Directors of the Festival Board
shall have the authority to expend
corporate funds only in the amounts agreed to by the Trustees for any
specific festival.
A.
The Festival Board shall not enter into a contract that has a term
longer than one festival without the express authorization of the Board
of Directors/Trustees. Trustees shall not unduly withhold funds for
festival use. Festival Board of Directors and Operating Board of
Directors shall work together in the 90 days preceding a festival to
determine a general festival budget, and determine the amount of funds
available for festival use.
B.
The Festival Board (FBD) and the Operating Board of Directors (OBD)
shall work together to insure the successful outcome of each festival.
Article Four: General Provisions:
All personal information regarding
individual members regardless of
class of membership shall be held in the strictest of confidence and
shall not be divulged to any party without an urgent and lawful reason
to see or possess such information.
For the purposes of lawfully held
Annual meetings and for the purposes
of special meetings of members called by membership, a Quorum shall be
defined as 50% of the voting class of membership in attendance either
in person or by proxy. Business meetings called by the Executive
Director shall have a Quorum defined by the number of members present
for such meetings. Working meetings of the Trustees need not have a
Quorum of any number and need not be made public.
In the case of a Special Meeting
called by membership, the evidence of
50% of the voting memberships desire to call a special meeting of
members, shall be evidenced by a written petition signed legibly by
each voting member. This petition shall be sent to the Director of
Records by certified mail, return receipt requested, addressed to the
corporate registered office. After a reasonable period of time to
verify the petition signatures and verify the lawful right of each
member to sign the petition, the Director of Records shall call for a
special meeting of members to occur not more than 120 business days
from the date of the certification of the petition.
At a special meeting of the members,
the 50% quorum requirements must
be met by membership actually in attendance. Proxies may not be used to
meet the quorum requirements of a special meeting. Proxies may however
be used to define a quorum of members at an Annual Business meeting.
Any voting class member may entrust
his/her proxy to any other voting
class member, however, no person shall hold more than 10 proxies for
the purpose of a vote.
The
annual meeting for the purposes of conducting organizational business
shall be conducted in January of each year, or at a date determined by
a majority of the Board of Trustees, ideally scheduled to run
concurrent with the transition meeting for the Festival Board of
Directors, preferably on the same day, at the same location.
The annual meeting may be changed to
any date that the Operating Board
of Directors deems appropriate. Notice to such meeting shall occur by
notice published to the organizations website, the newsletter, the
magazine or by any other means whereby a diligent effort is made to
notify all members.
Failure to hold an annual business
meeting shall not work dissolution or forfeiture of the corporation
Unless specifically stated otherwise,
terminology, definitions and
regulations regarding one subject in one specific section or subsection
of these bylaws shall have the same definition and meaning and shall be
interpreted in the same way in any other section or subsection of these
bylaws.
Recall of Trustees, Directors
and Board Members:
Other than by mechanisms defined
within these bylaws, there is no
mechanism by which membership may recall a duly elected or appointed
official of the organization except by the election of a new person at
the next scheduled election.
Article Five: Banking and Contracts:
5.01
The Board of Trustees may authorize any Officer or agent it deems
acceptable to enter into any contract or execute any legal instrument
on behalf of the Corporation to the extent permitted by these bylaws.
The Board of Trustees may at its discretion grant general authority or
confine authorization to specific instances.
5.02
All checks, drafts, and other orders for payment of money from the
funds of the Corporation shall be signed on behalf of the Corporation
by Officers or agents who have been authorized by the Board of
Trustees. The Corporation shall maintain accounts at such banks or
other depositories as the Board of Trustees may designate.
Article Six: Miscellaneous
Provisions:
The fiscal year of the Corporation
shall end on the last day of December of each calendar year.
Any gift, donation bequest or
subscription to the Corporation shall be
deemed to have been accepted only when approved by the Board of
Trustees.
In the event of the
dissolution of the Corporation, the Board of Trustees shall dispose of
the capital assets and real property of the Corporation in accordance
with all state and federal laws.
The Corporation may indemnify present
and former Officers and Trustees
for expenses and costs (including attorney’s fees) actually and
necessarily incurred by such person in connection with any claim
asserted by reason of such person’s being or having been an Officer or
Trustee, except for expenses and costs incurred as a result of such
person’s negligence or willful misconduct.
The Executive Director (Operating
Officer), with the approval of the
Board, shall appoint or dissolve such standing committees as he/she
shall deem necessary for carrying out the purposes of the Corporation.
