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OHF BYLAWS

ARTICLE I — Designations

The Corporation shall be called The Open Hearth Foundation, Inc. ("Foundation" herein). The Board of Directors shall be called the Board of Governors ("Board" herein). Directors shall be called Governors ("Governors" herein).

ARTICLE II — Principal Place Of Office

The principal office of the Foundation shall be in the city of Sterling in the Commonwealth
of Virginia.

ARTICLE III — Board Of Governors

Section One — Number Of Members

The Board shall comprise no more than nineteen and no less than three members.

Section Two — Governor Compensation

Governors shall receive no compensation for their services as Governors while members of the Board. Paid staff, contractors, and agents shall likewise be ineligible to serve as Governors.

Section Three — Governor Election and Term Of Office

The term of office of the Governors shall be two (2) years, renewable indefinitely subject to Article III, Section Four.

Section Four — Limitations On A Governor's Term Of Office

  1. A. A Governor's term of office shall only be limited by expiration of term, death, resignation,
    removal, incapacity, or abandonment.
  2. Termination of a Governor's term of office in instances other than expiration of term,
    death, resignation, or abandonment shall require the approval of two-thirds of Governors
    present at a properly convened meeting of the Board of Governors and with the exception
    of abandonment, may proceed with or without cause.
  3. A vote on motion for abandonment may be taken regarding a Governor under the
    following circumstances.
    1. The Governor fails to attend (in person or by telephone) an annual meeting, or
    2. The Governor fails to attend (in person or by telephone) two consecutive meetings
      of the Board and does not respond to the Proper Notice of Meeting to notify
      the Chair of that they will not attend, or
    3. The Governor fails to attend four consecutive meetings of the Board
  4. A Governor's term of office may only be terminated at any duly constituted meeting of the
    Board of Governors. The meeting notice shall state that the purpose, or one of the
    purposes, of the meeting is removal of the Governor.

Section Five — Ownership Of A Governor's Term Of Office

A Governor's term of office shall be personal to the Governor, and shall not be transferable.

Section Six — Electing A New Governor

  1. A Governor-Candidate may be elected by a simple majority vote and installed at any properly convened meeting of the Board.
  2. To become a Governor, a Governor-Candidate must be sponsored through a letter of recommendation by at least one existing Governor, and the Governor-Candidate must receive a simple majority vote of all other governors then entitled to vote.
  3. No individual shall be named or elected as a Governor without his prior consent.

Section Seven — Board Committees

The Board may establish and dissolve such Board Committees as the Board deems reasonably necessary at any properly convened meeting, and such committees will only operate in accordance with the laws of the Commonwealth of Virginia.

Section Eight — Board Officers

  1. The Board shall create and establish such Board Officer positions as the Board deems reasonably necessary, and such positions shall always include a Chair, a Vice-Chair, a Secretary, and a Treasurer.
    1. Duties of the Chair: The Chair shall preside over all meetings of the Board of Governors and the Executive Committee of the Board. The Chair may have other duties assigned by resolution of the Board.
    2. Duties of the Vice Chair: The Vice Chair shall take on the duties of the Chair when the Chair is unable to do so. The Vice Chair may have other duties assigned by resolution of the Board.
    3. Duties of the Secretary: The Secretary shall record the minutes of duly convened meetings of the Board and the Executive Committee, and shall make provide those minutes to Board members at least seven days in advance of the next meeting. The Secretary shall be responsible for all official correspondence of the Foundation. The Secretary may have other duties assigned by resolution of the Board.
    4. Duties of the Treasurer: The Treasurer shall maintain complete financial records of the Foundation. The Treasurer shall file all required tax returns, registrations, and other forms as required by law to maintain the good standing and not-for-profit status of the Foundation. The Treasurer may have other duties assigned by resolution of the Board.
  2. Officers shall be elected by a simple majority vote at one of the semiannual meetings of the Board.
  3. Terms of office of Board Officers shall be established by the Board and shall not exceed three years. Officers may be reelected indefinitely.
  4. In the event an Officer is unwilling or unable to serve, another Officer may volunteer to serve in that additional capacity until such time as a proper Officer election can be held.

Section Nine - Executive Committee

  1. The Executive Committee shall be a standing committee of the Board shall comprise the Officers and one member-at-large. The Corporate Counsel shall sit on the Executive Committee ex officio but may not vote.
  2. The Executive Committee may be empowered to act on behalf of the full Board by a simple majority vote of the Board.


ARTICLE IV — Valid Board Action

Section One — Passing Resolutions

  1. Subject to Article III, Sections Eight and Nine, and Article IV, Section Two, the Board may only take action through resolutions passed at properly convened meetings with a quorum in attendance.
  2. Subject to Article IV, Section Six, a quorum shall be a simple majority of the Governors then entitled to vote.
  3. Unless otherwise specified in the Bylaws, Board resolutions shall pass by a simple majority vote of the Governors forming a quorum at any properly convened meeting, with the exception of resolutions passed at properly by the Executive Committee subject to Article III Section 9.
  4. In the instance of a tie vote, the Chair of the Board's vote, if such a vote is cast, shall be counted twice. In the absence of the Chair, the Vice-Chair's vote, if such a vote is cast, shall be counted twice.
  5. No proxy voting shall be allowed.

Section Two — Adjourning, Rescheduling, and Canceling A Meeting

  1. Except for the semiannual meetings, which, in accordance with Article IV, Section four, will be held in January and July, a meeting will be rescheduled or cancelled by the Chair upon receipt of written consent of a simple majority of the Governors then entitled to vote.
  2. With a quorum present, the Governors attending may adjourn a meeting at any time. Absent a quorum, a meeting shall be adjourned by what Governors are in attendance.
  3. For purposes of this section, a writing shall include email correspondence, and such correspondence will be deemed delivered if sent to an email address of record.

Section Three — Properly Convened Meetings

  1. Properly convened meetings may be scheduled by resolution of the Board at previous meetings if proper notice is subsequently delivered to those Governors not in attendance.
  2. Properly convened meetings may also be scheduled by the Chair upon receipt of written consent of a simple majority of the Governors then entitled to vote. Such written consent can only be based upon a proper notice delivered to all Governors.
  3. Proper notice shall be sent at least ten days and no more than sixty days prior to the proposed date of the meeting, and shall include the location and/or means of attending the meeting, the time for the meeting, the purpose(s) for the meeting if any, and the date on which the notice was sent.
  4. Properly convened meetings may also take place through the use of any means of communication by which all Governors in attendance may simultaneously hear each other during the meeting. A Governor participating in a meeting by this means is deemed to be present in person at the meeting.
  5. For purposes of this section, a writing shall include email correspondence, and such correspondence will be deemed delivered if sent to an email address of record.

Section Four — Semiannual Meetings

In addition to such other meetings the Board may schedule, the Board shall hold a meeting each January and July. These shall be called the semiannual meetings.

Section Five - Meeting Locations

Board meetings shall only take place within the District of Columbia, the Commonwealth of Virginia, or the State of Maryland.

Section Six — Improper Board Action

Failure to abide by the provisions of these Bylaws may serve to invalidate the actions of the Board, except to the extent that the Board becomes legally obligated by such actions to other parties.

Section Seven — Conflict Of Interest

  1. No Governor shall vote for any proposed financial transaction that requires Board approval between the Foundation and any other organization when such a Governor is an interested party.
  2. A Governor is an interested party when that Governor is a member, officer, or employee of that other organization, or has a relative through blood or affinity who is a member, officer, or employee of that other organization.
  3. The interested Governor shall not be present, nor participate in, any discussions or vote on any such proposed transaction. The interested Governor shall likewise not count towards quorum for that vote.
  4. No such transaction shall be approved except by unanimous vote of all other Governors present at a properly convened meeting after being fully advised of the interest.

ARTICLE V — Steering Committee

  1. The Board may if it chooses establish an independent Steering Committee that shall serve the Board in an advisory role.
  2. Should such Steering Committee meetings be convened, they shall be scheduled and presided over by a Governor appointed by the Board.
  3. Governors and Foundation staff may attend, but shall have no vote at such meetings.

ARTICLE VI — Staffing

Subject to Article III, Section 2, The Board may engage the services of such staff, contractors, and agents as it deems reasonably necessary. Such individuals may be reasonably compensated as appropriate to their service and status, and as agreed upon by the Board.

ARTICLE VII — Religious Status & Purpose

The Foundation shall be a Pagan religious organization. The purpose of the Foundation, with strict economy and subject to its Articles of Incorporation, shall be to provide gathering space and resources to Pagans of all paths.

ARTICLE VIII — Amending The Charter Or Bylaws

  1. The Articles of Incorporation and Bylaws of the Foundation may be amended at any properly convened meeting of the Board pursuant to the laws of the Commonwealth of Virginia.
  2. To pass, an amendment to the Charter or Bylaws must be approved by two-thirds of all Governors present at a properly convened meeting of the Board of Governors.

AMENDMENTS

On November 18, 1999, per Article VIII of the OHF bylaws, the Board of Governors voted unanimously to move the OHF's registered corporate address from its initial location in the city of Alexandria to the city of Sterling in the Commonwealth of Virginia. This change of registered corporate address was properly filed with the Commonwealth of Virginia State Corporation Commission on January 5, 2000.