Bylaws

Temple of Witchcraft – Articles of Agreement

THE UNDERSIGNED, BEING PERSONS OF LAWFUL AGE, ASSOCIATE UNDER THE PROVISIONS OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, CHAPTER 292 BY THE FOLLOWING ARTICLES:

Article I

The name of the corporation shall be:

The exact name of the incorporated religious organization is “The Temple of Witchcraft,” a nonprofit corporation, herein after known as the “Organization” within this document.

Article II

The object for which this corporation is established is:

The mission and purpose of the Organization shall be to aid the training of practitioners and clergy in the religious and spiritual traditions of Witchcraft, Wicca, Paganism, Heathenism and other Earth based traditions. We shall encourage, publish and teach these traditions and the arts associated with them. Further our organization shall provide a place where both public and private events may occur in accordance with our mission. Such events that will be included in our mission shall be educational workshops, classes, seasonal and astrological celebrations, rites of passage, spiritual guidance, interfaith outreach and community building events. Our focus shall be on the Spiritual Arts and Sciences, along with the personal and community development that occurs through such arts and sciences. The study of the aforementioned traditions includes; the study of mythology, culture, healing and mysticism.

The Temple of Witchcraft, as an organization wishes to incorporate as a religious, educational, cultural, nonprofit, which shall be organized exclusively for charitable, religious, educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

We shall provide these services through our organization and from time to time with other spiritually based organizations that share our similar philosophies. Our aim is the regeneration and advancement of the rich cultural, philosophical and religious heritage drawn from the related traditions of Witchcraft and Earth-based spiritual paths. We will also strive to provide to the public and the media accurate and concise information about Witchcraft and related Earth-based traditions.

Our organizational direction shall be guided by a Board of Directors who wish to contribute to the education, growth and evolution of our Community.

To better serve the community, we seek to incorporate as a nonprofit religious, educational and cultural organization in the State of New Hampshire.

Article III

The provisions for establishing membership and participation in the corporation are:

Membership classes will be divided into four classes, defined as General, Honored, Ministerial and Founder. There are no set membership fees; therefore the classes of membership are divided by levels of training in the Organization and not by membership dues paid. General members are those who attend at least three public Organization functions, including rituals, workshops or other gatherings of the Organization. Honored members must make a commitment to formal training in the Organization by enrolling in and completing classes within the training program of the Organization. Ministerial members must complete all the required courses of Honored Membership, specifically Level Programs One through Four and must be currently enrolled in or be a graduate of the seminary of the Organization. Founder members will be named by the Incorporators upon incorporation and Founder members, or the successors of the three original founders, will help oversee the organization. Only Ministerial and Founding members may serve on the Board of Directors of the Organization. Only members upon the Board of Directors shall be voting members.

Article IV

Provisions for Dissolution

The provisions for disposition of the corporate assets in the event of dissolution of the corporation including the prioritization of rights of shareholders and members to corporate assets are:

Upon the dissolution of the Organization, the Board of Directors shall, after paying or making provision for or the payment of all liabilities of the Organization, distribute the assets for one or more exemption exclusively for the purpose of the Organization in such manner or to such organization or organizations organized and operated exclusively for charitable, educations, religious or scientific purposes as shall at any time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government, for a public purpose.

Article V

The address at which the business of this corporation is to be carried on is:

The information found in Article V is not a permanent part of the Articles of Agreement.

The address of the principle office of the Organization in New Hampshire is: 49 North Policy Street, Salem, NH 03079.

The public mailing address of the Organization is: The Temple of Witchcraft, PO Box 2252, Salem, NH 03079.

Article VI

Capitol Stock

The amount of capital stock, if any, or the number of shares or membership certificates, if any, and provisions for retirement, reacquisition and redemption of those shares or certificates are:

The Organization shall have no capital stock and shall have no authority to issue shares.

Article VII

Board of Directors

Signatures and post office address of each of the persons associating together to form the corporation:

The affairs of the Organization shall be managed by the Board of Directors. The initial members shall consist of the five (5) incorporators and such other persons as may be chosen by them, all in a manner not inconsistent with these Articles of Agreement, the Code and with the provisions of N.H. RSA 292, as amended.

Article VIII

Provision eliminating or limiting the personal liability of a director, an officer or both, to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, an officer or both is:

The Directors and Officer(s) of the Organization shall not be held personally liable for any debt, liability or obligation of the Organization. To the fullest extent now or hereafter permitted by law, no Director or Officer(s) shall be personally liable to the Organization or its members for any monetary damages for breach of their fiduciary duties as an officer(s), so long as those officer(s) and director(s) do not breach their duty of loyalty, act in bad faith, intentionally violate the law, or derive improper personal benefits from the activities of the Organization.

Article IX

General Provisions

No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distribution in furtherance of the purposes set forth in Article II hereof.
No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Organization 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.
Notwithstanding any other provisions of these Articles, the Organization 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 Code, or 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 Code, or corresponding section of any future federal tax code.

Article X

Amendments

These Article of Agreement for the Organization may be amended or repealed at any meeting of the Board by a majority vote of the Board; provided however, that written notice of the proposed change shall be specified in the notice of the meeting, and provided further that no such action shall be taken, or if taken, shall be a valid act of the Organization, if that action would in any way adversely affect the Organization’s qualification under Section 501(c)(3) of the Code.

Article XI

Incorporators

The signatures and post office addresses of each of the persons associating together to form the Organization are set forth below.

Temple of Witchcraft Bylaws

Article I: Name

The exact name of the incorporated religious/educational/cultural organization is “The Temple of Witchcraft,” herein known as the “Organization”. It shall be a non-profit corporation organized pursuant to NH RSA Chapter 292.

Article II: Offices

The principal office of the Organization shall be located in the State of New Hampshire. The Organization may have such other offices, either in or outside of the State of New Hampshire, as the Board of Directors may designate or as the business of the Organization may from time to time require.

Article III: Incorporators

Section 1. Meeting of Incorporators

There shall be a meeting of the Incorporators, upon filing the Articles of Agreement with the State of New Hampshire. The Incorporators shall act to appoint a Board of Directors for the Organization.

Section 2. Notice of Meeting

Written or printed notice stating the place, day and time of the meeting and, in the case of special meetings, the purpose or purposes for which the meeting is called shall be delivered not less than five (5) nor more than thirty (30) days before the date of the meeting, either personally or by postal or electronic mail by or at the direction of the President, the Secretary, or the Officer or persons calling the meeting, to each Incorporator.

Article IV: Membership

The Organization shall have four classes of membership, defined as General, Honored, Ministerial, and Founder:

Section 1. General Requirements

There are no set membership fees; therefore the classes of members are divided by where they are in their training in the Organization and not by membership dues paid.
All members of the Organization are required to follow and agree to all requirements set forth by the classifications of membership in addition to their specific duties.
All members of the Organization should have read the articles of agreement and By-Laws as established by the Organization and agree to further support the Organization’s mission and policies. This includes all other written or published documents put out by the Organization and its Directors.

• Membership must fall under one of these four categories: General, Honored, Ministerial or Founder.

• Members must be no less than eighteen (18) years of age, or have written consent of a parent or

legal guardian. This membership is open to anyone who identifies with practicing an Earth-based spiritual tradition or seeks to know more about and explore such traditions.

Section 2. General Membership

General members are those who attend at least three public Organization functions, including rituals, workshops or other gatherings of the Organization.
General members need not make a specific commitment to formal education by the Organization and need not be a part of any of the Organization’s training program.
General members are welcome to attend any public event but shall not attend private events of the Organization without being a member of one of the following membership classes: Honored, Ministerial, Founder
General members are non-voting members.

Section 3. Honored Membership

Honored members must make a commitment to formal education by the Organization by enrolling in and completing classes within the educational program of the Organization.
Honored members must currently be enrolled in one or more courses or training programs with the Organization, or must be graduates of any of the training programs, or must be given an honorary certificate or degree for Honored Membership by the Board in recognition of previous training, experience, or community service.
May serve on committees associated with the ministries of the Organization.
Honored members are non-voting members

Section 4. Ministerial Membership

Ministerial members must complete all the required courses of Honored Membership, specifically Degree Programs One through Four and must be currently enrolled in or be a graduate of the seminary of the Organization.
Ministerial members shall support the Organization through donations, time, and energy which shall be devoted to furthering the Organization and its purpose.
Ministerial members may serve on or lead any of the committees associated with the ministries of the Organization.

Under special circumstances the Organization at its discretion, may give an honorary certificate or degree for Ministerial Membership in recognition of previous training, experience, or community service.

Ministerial members may serve on the Board of Directors.
Ministerial members are non-voting members.

Section 5. Founder Membership

Founder members (hereinafter “Founders”) are the three founders of the Organization or their successors.
There shall be no more or less than three (3) Founders of the Organization. Membership as a Founder is for life or until the Founder chooses to retire or is removed for a material breach of their fiduciary duties.
Upon the death, retirement or removal of a Founder, membership shall be limited to the remaining Founders unless and until the surviving Founder(s) unanimously agree to nominate and appoint a successor. If, for some reason, all of the Founders are unable to serve and cannot nominate their successors, the Board shall appoint new Founders by unanimous vote.
Founders may serve on or chair any of the committees associated with ministries of the Organization.
Founders may serve on the Board of Directors.

Section 6. Resignation from the Organization

Members of the General Membership may resign at any time with or without documentation of their intent to resign. Any member in the classification of Honored, Ministerial, Founder who is in good standing may resign the Organization at any time provided the member submits a letter of resignation to the Secretary of the Board which should include resignation from any titles, offices, or positions of authority. The resignation shall be effective 30 days from the date of submission.

No membership fees, class tuitions or donations will be returned, reimbursed or prorated at any time for any reason. Any members who resign in good standing may reapply for membership at any time by submitting a letter to the Board stating their intention to rejoin the Organization. Application for membership must be approved by the Board, but acceptance does not include reinstatement in any previous titles, offices or positions or authority.

Section 7. Refusal and Termination of Membership

The Board may refuse membership to any individual it deems is not suitable to the nature, spirit, and purpose of the Organization by a majority vote. Members who have been previously denied, revoked, or terminated by the Board may reapply after ninety (90) days, but will be subject to the approval of the majority of the Board. The Board may determine which members will or will not be reinstated by its own discretion and authority. The Board and the Founders reserve the right to deny any member who has been previously removed from the Organization by majority vote of the Board.

Article V: Board of Directors

Section 1. General

The Board of Directors (hereinafter “the Board”) shall consist of at least five (5) and not more than seven (7) officers. Those officers shall include: The President, Vice President, Secretary, Treasurer, and Board Advisor. The Organization’s incorporators shall select and appoint the initial Board by unanimous vote. When the term of any Director is about to expire, the vacancy shall be filed by a 2/3 majority vote of the Board at the annual meeting after consultation with an ad hoc nominating committee of no less than three Honored or Ministerial Members in good standing chosen by the Board to recommend the nominated parties. The individual officers of the existing Board shall continue to serve until the remaining officers appoint a successor or until an officer is unable or unwilling to serve or is removed from office. Officers shall serve a term of two years, at which time re-elections will take place.

Section 2. Control and Power

The Board shall have the control and power to manage the activities, property and affairs of the Organization and shall determine the manner in which the funds of the Organization, both principle and income, shall be applied, within the limitations of the Organization’s Articles of Agreement, these By-Laws, the Code and Chapter 292 of the New Hampshire Revised Statues Annotated. Prior to taking any action that is considered outside of (normal care) of the Organization the Board will submit all plans for final approval to the Founders. The Founders shall have the right to approve or deny the Board’s proposal. If the Founders reject the Board’s proposal, the board may revise their proposal and resubmit it to the Founders for review, at which time the Founders may again approve or deny the proposal.

Section 3. Meetings

The annual meeting of the Board shall be held at such place and time as determined by the Board in the month of November. Regular and special meetings of the Board, shall be called by the President or at the request of two-thirds (2/3) of the membership of the Board and shall be held at such time and place as may be set forth in the notice thereof, provided that at least five (5) days advance notice, in writing, by post or electronic delivery of every meeting shall be given to each officer.

Special meetings of the Board and chairs of the committees may be called from time to time by the Board of Directors as deemed necessary. In this case the Board will notify the committee chairs at least five (5) days in advance of the meeting by means of electronic delivery, in writing . Such notices shall be sent to the addresses shown on the records of the Organization. Any committee chair may waive notice of a meeting by an instrument in writing filed with the records of the meeting or attendance at the meeting without protest.

At all meetings of the Board, a majority of the officers shall constitute a quorum for the transaction of business. At any meeting at which a quorum is not present, the officers present may adjourn the meeting, without notice other than announcement, until such a time as a quorum can be present or available.

Section 4. Committees

Committees may be formed and disbanded at the discretion the Board to further the Organization and its purpose. The Board may designate one (1) or more standing committees by resolution(s) passed by a majority of the Board. Such committee(s) shall consist of one (1) or more Honored or Ministerial Members or officers or Founders and shall have such powers and duties as the Board deems necessary to carry out the functions of the specified committee. Ad hoc committees will disband after they have completed their intended purpose or when the Board votes to disband the committee. Committees will function directly at the discretion of the Board of Directors and may not act as a separate entity for the Organization nor act as a promoting representative of the Organization.

Section 5. Removal

If an Officer is determined by the Board and/or Founders to be unwilling, unable or otherwise unfit to perform the functions of their position, the Board shall convene to discuss the action to be taken against said Officer in question. Should the Board decide by 2/3^rd majority vote to remove said Officer from their position on the Board, the Board must submit its decision to the Founders for their approval. If the Founders approve of the removal, the said Officer shall be removed from the Board and return to having a full member status unless the Board and /or Founders terminate the membership as well as removing the Officer from the Board. An Officer may also be removed by a unanimous vote of the Founders should the Founders determine the Officer be unwilling, unable or otherwise unfit to perform their assigned duties.

Section 6. Resignation

Any officer may resign at any time by giving written notice to the President or the Secretary of the Board. Any such notice shall take effect as of the date of the receipt of such notice or at any later time specified herein. Resignation from the Board does not automatically imply the officer will also be terminating membership in the Organization. A separate notification must be filed if termination of membership is also the intention of the Officer resigning. Any Ministerial Member in good standing who has served on the Board in the past can be nominated in the future to a Board position.

Section 7. Vacancies

If the position of any Officer shall become vacant by reason of death, resignation, disability, retirement, disqualification, removal from office or for other cause, a Founder shall fill the vacancy until such a time as a replacement can be found for the said position or until the position’s term has expired. The remaining Officers of the Board, even if less than a quorum, shall elect a successor(s) for the unexpired term of the Officer. A special meeting may be called for this purpose if the Board deems it necessary or if the Board is below quorum due to the leave of said officer(s). Any Officer may nominate a replacement. That replacement shall take office, so long as there is a majority vote of the Board and approval of the Founders to ratify.

Section 8. Compensation and Reimbursement

No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to its Trustees, Directors, Officers, Members, or other private persons or organizations, except that the Board shall be authorized and empowered to pay reasonable compensation for services rendered, reimburse those Trustees, officers and members who have spent personal funds for purchases authorized by the Board and to make payments and distributions in furtherance of the purposes of the Organization. The Board shall hire and fix the compensation of any and all employees that they, at their discretion, determine to be necessary for the conduct of the business of the Organization. Applications for any position shall be brought before the Board. If deemed necessary, the Board shall conduct interviews for such positions and approve of individuals by a majority vote. The Organization is an equal opportunity employer. Qualified applicants are considered for employment without regard to age, race, color, religion, sex, national origin, sexual orientation, disability, or veteran status.

Article VI: Officers

Section 1. General Board Requirements

The Organization shall have as executive officers a President, Vice President, a Secretary, a Treasurer, and a Board Advisor each of whom shall be appointed by the Incorporators and shall serve an initial term of two years, but may serve an unlimited number of terms. Executive officers must be members of the Ministry Class of membership or be an Honorary Ministry Member in good standing of the Organization. The initial Board of Directors will serve a five (5) year term in order to establish the Organization.

Section 2. The Founders

The Founders (3) serve an indefinite term of office. The Founders may only be replaced once a Founder has died, stepped down or been removed from his/her position. The Founders will be appointed by the Incorporators during the Board Selection Process. The Founders serve the purpose of overseeing the activities of the Organization and the Board of Directors. They will hold the original vision and purpose of the Organization and aid the Board of Directors in furthering its growth. The Founders are Ministry Members and may serve on the Board in addition to serving in their position as Founders. The Founders do not have a vote during any meeting of the Board of Directors, unless they hold a specified seat in the Board. They will oversee the Board of Directors and give them guidance as to the direction of the Organization and its activities.

Section 3. President

The Board shall elect the President. The President shall preside over meetings of the Board of Directors and shall be responsible for the agenda and general conduct of such meetings. The President will represent the Organization at local, civic, and community activities that require the Organization’s presence. The President shall be responsible for overseeing the Organization’s activities, the activities of the Board of Directors and the Organization as a whole. This person should be focused on the purpose, goal and overall vision of the Organization. The President should possess good people skills, the ability to speak in public, demonstrate a clear mindedness and organizational skills, and be able to conduct the business of meetings. The President is should be an upstanding leader in the Organization and its community. Persons who hold this office are required to be a Ministerial member and may or may not also hold the position of Founder.

Section 4. Vice President

The Board shall elect the Vice President. The Vice President shall preside over meetings in which the President cannot be present, so long as a quorum can be met. The Vice President shall assist the President in the representation of the Organization at local, civic and community activities. The Vice President shall assist in the activities of the Board of the Directors and the Organization as a whole. This person should be focused on the purpose, goal and overall vision of the Organization. The Vice President should possess good people skills, the ability to speak in public, demonstrate a clear mindedness and organizational skills, and be able to conduct the business of meetings. In addition to these skills they should be able to oversee the committees of the ministry, and other classes, events, seminars, fundraising events and celebrations. The Vice President shall be an upstanding leader in the Organization and its community. Persons who hold this office are required to be a Ministerial member and may or may not also hold the position of Founder.

Section 5. Secretary

The Secretary of the Organization shall be elected by the Board and shall be responsible for keeping the minutes and records of the Organization, insure that all notices are given in accordance with these By-Laws or as provided by law, keep the Seal of the Corporation and affix the same to corporate documents, and in general, perform all duties incidental to the office of Secretary and such other duties as may be assigned by the President or the Board. The Secretary should show excellent organizational skills, the ability to communicate clearly in the medium of writing, and should be able to keep complete, accurate and concise notes on all actions taken during meetings and other important events held by the Organization. Additionally, this person may be in charge of press releases and other informative media. Persons who hold this office are required to be a Ministerial member and may or may not also hold the position of Founder.

Section 6. Treasurer

The Treasurer shall be elected by the Board and shall be responsible to keep correct and complete records of account; accurately showing at all times the financial condition of the Organization. Subject to the direction of the Board, the Treasurer shall be the legal custodian of all funds of the Organization, shall keep a detailed account of its income and expenditures, and shall be responsible for payment of all expenditures of the Organization, including accounts payable and the preparation of tax documents and documentation. The Treasurer shall be responsible for the creation and filing of all corporate documents required by the local, state and federal governments. The Treasurer shall also provide an annual report on November 1st of each year on the current state of the Organization’s funds. This person should show exceptional attention to detail, have a history of working with monetary distribution and tracking and have exceptional organizational skills. The Treasurer should be available for events and other organizational functions that require the dispersing and collection of funds or be able to designate someone to be in charge of these duties. Persons who hold this office are required to be a Ministerial member and may or may not also hold the position of Founder.

Section 7. Advisor to the Board

Advisory Director is elected by the Board and shall serve as an ambassador(s) of the Board to the Organization and to the general public when necessary. Their duties include advising the Board of the progress and any situations that may arise in the above mentioned committees or membership groups, overseeing committees and their functions, bringing ideas or suggestions from the above mentioned committees or membership groups to the Board for consideration, and in general, to advise the Board of Directors of the Organization’s overall development. These advisors should show an ability to mediate, an enthusiasm for being active in their community as well as serving on the Board, and an ability to rationalize things from a multi-dimensional perspective. Persons who hold this office is required to be a Ministerial member and may or may not also hold the position of Founder.

Article VII: Elections

Section 1. General

Elections will be held every other October (because the Board meeting and hand off is in November) after the established filing date of the Organization or every other consecutive year in order to nominate and establish and a new Board of Directors. Officers will be notified five (5) days prior to the electoral meeting. At this time the nominating committee will present the candidates and a secret ballot vote will be taken to elect the new members of the Board by existing officers. This meeting will happen on or before October 31^st of the election year.

Section 2. Nomination Committee

The nominating committee, consisting of no less than three Honored or Ministerial Members in good standing, will be chosen by the Board of Directors. The purpose of the nominating committee will be to locate, interview and nominate qualified candidates for the open positions on the Board of Directors on or before October of the election year. If a current member of the Board is running for re-election they too will be interviewed and reviewed by the nominating committee. The nominating committee shall then present the nominated individuals for election during the electoral meeting. The nominating committee may seek the advice and council of the Founders during their deliberation.

Section 3. Nominations for Election

Those wishing to be nominated for a seat on the Board must submit to the Nomination committee a list of qualifications, a letter of intent to serve on the Board, and 3 references. Members of the existing Board seeking re-election shall submit a letter to the nominating Board stating their intent. The nominating committee must then interview, review and qualify the candidates and pick the three best candidates for each seat on the Board. There may be no more than three (3) but no less than one (1) candidate(s) chosen for the election to each. Board seat during the electoral meeting.

Section 4. Electoral Meeting of the Membership

An electoral meeting shall be held every other October after the filing date of the Organization. During that meeting the nominating committee shall introduce the candidates to the Board of Directors and each nominated candidate shall give their qualifications and reason(s) for wanting to become a Officer to the Board of Directors. The Board will take a balloted vote to elect the new Officers. The nominating committee shall tally the votes and announce the final results of the election to the current Board of the Organization. The new Officers shall take office officially after the November 1^st meeting of the Board in which they will be present to observe the Officer who’s seat they will be taking. If there is only one qualifying candidate then the candidate with the best qualifications shall be automatically voted into office. If there is no qualifying candidate to fill the selected vacancy then the office shall remain vacant until such a time as a qualifying candidate can be elected into office. Officers vacating their seats after any election shall remain an advisor to the new Officer for the first eight (8) weeks after the November 1st meeting. They will serve to council and assist the new Officer in properly conducting themselves in the Office they have been elected to. If a Officer is re-elected during any election no changes will take place. If a seat is vacated during the course of a year the seat will remain vacant until the next election period, except in the case of a special electoral meeting or a lack of quorum being met.

Article VIII: General Provision

Section 1. Corporate Seal

The Board of Directors shall authorize the use of a corporate seal that shall have inscribed thereon the name of the Organization. The Seal of the Organization shall consist of a ten-pointed star consisting of two five pointed stars superimposed upon one another, with a triskelion representing the three rays of inspiration in the central decagram and surrounded by a circle with twelve points.

Section 2. Fiscal Year

The fiscal year of the Organization shall start on the first day of November and end on the last day of October in each calendar year unless otherwise determined by the Board.

Section 3. Indemnification

The Organization shall indemnify and hold harmless each of its Directors, founders, trustees, and officers, or former Directors, committee members, trustees, and officers or any person who may have served at the request of the Organization as a trustee or officer of another corporation, partnership, joint venture, trust, or other enterprise, to the fullest extent permitted by law.

Article IX: Amendments

These By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted, by a majority vote of the Directors present at the annual meeting and with the unanimous approval of the Founders. However, in no event may any amendments be made which would violate state and federal law or affect the Organization’s qualification as a tax-exempt Organization pursuant to Section 501 (c)(3) of the Code or corresponding section of any future federal tax code. No amendments may be made that would change the original intent or purpose of the Organization, including the removal of the founders and their positions within the Organization.

Article X: Non-Discrimination

The Organization shall not discriminate on the basis of sex, sexual orientation, race, age, religion, handicap, or ethnic origin.

The Organization reserves the right to grant membership (General, Honored or Ministerial) in accordance with its purpose, and to deny membership or service to anyone who is, in the sole discretion of the Board, not in accord with the Organization’s nature, spirit, or purpose.

Article XII: Confidentiality Clause

Every member shall keep confidential the names, numbers, and places of residency or occupational work of any other member within our Organization, with the exception of permission from that individual. This rule does not apply if someone is considered a public threat or a threat to the Organization and/or its Community. In this case the Organization will cooperate fully with the appropriate authorities releasing only necessary information for official business.

Article XII: Limitation of Liability

Unless otherwise expressly authorized by the Board, the Directors and officers shall serve without compensation and, pursuant to Section 508:16 of NH RSA, shall not be personally liable for bodily injury, personal injury, and property damage if the claim for such damages arises from an act committed in good faith and without willful or wanton negligence in the course of an activity carried on to accomplish the purposes of the Organization.

The Directors and officers of the Organization shall not be liable to the Organization or to its members for monetary damages for breach of their fiduciary duties to the full extent permitted by N.H. RSA Chap 292, unless they act in bad faith, intentionally violate the law, or derive improper personal benefits from the activities of the Organization.

Article XIII: Indemnification

The Organization shall indemnify and hold its Directors and officers, Founders, committee members, harmless from and against all suits, claims, injuries, or damages asserted against them, so long as the Director or officer to be indemnified have not acted in bad faith, or engaged in intentional misconduct, knowing violation of the law, or derived an improper personal benefit.

Article XIV: Conflicts of Interest

Any possible conflict of interest on the part of any Director, officer or employee of the Organization, shall be disclosed in writing to the Board and made a matter of record through an annual procedure and also when the interest involves a specific issue before the Board.

Where the transactions involving a Director, trustee or officer or in which a Director, trustee or officer has an interest exceeds five hundred dollars ($500) but is less than five thousand dollars ($5,000) in a fiscal year, a two-thirds (2/3) vote of the disinterested Directors is required. When the transaction involved exceeds five thousand dollars ($5,000) in a fiscal year, then a two-thirds vote of the disinterested Directors and publication in the required newspaper is required. These votes are subject to approval by a majority vote of the Founders. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the actual vote itself.

Every new member of the Board will be advised of this policy upon entering the duties of his or her office, and shall sign a statement acknowledging, understanding of an agreement to this policy. The Board will comply with all requirements of New Hampshire law in this area and the New Hampshire requirements are incorporated into and made a part of this policy statement.

Article XV: Dissolution

Temple of Witchcraft Conflict of Interest Policy

Article I: Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (“Organization”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state or federal laws governing conflicts of interest in non-profit or charitable organizations.

Article II: Definitions

1. Interested Person: Any Director, principal Officer, or member of a Committee with board-delegated powers (hereinafter “Member”), who has a direct or indirect financial interest, as defined below.

2. Financial Interest: a) A direct or indirect interest in a transaction that results in the Officer, Director, or Member receiving personal benefit of more than Five Hundred Dollars ($500.00) in a fiscal year; b) a financial interest, either direct or indirect, in any outside concern which the Officer, Director, or Member has reason to believe makes payments to or receives payments from the Organization; c) the purchase or sale of property, or any property right, interest, or service in competition, either directly or indirectly, with the Organization: d) a gift, entertainment, or other material benefit, if more than the minimum value, accepted by a Officer, Director or Member from any person or entity that does, or is seeking to do, business with, or is a competitor of the Organization under circumstances from which it may be inferred that such gift, entertainment or material benefit was intended to influence, or possibly would influence, the recipient in performance of his or her duties.

3. Potential Conflict of Interest: any instance in which the actions a Director, Officer or Member performs on behalf of the Organization may result in a personal gain or advantage to the Director, Officer or Member or any concomitant disadvantage to the Organization.

Article III: Procedures

As soon as any potential conflict of interest, as defined above, or any situation as to which a Director, Officer or Member may be in doubt, comes to the attention of a Director, Officer, or Member, full disclosure, including all material facts, must be made in writing to the Board, so as to permit an impartial and objective determination of whether a real or potential conflict of interest exists.

If a conflict or potential conflict is deemed by the Board to exist, the Director, Officer, or Member is required, among other things, to refrain from participating in, or being present during, any discussion or vote regarding the matter on behalf of the Organization and may also be subject to restriction of job responsibilities or removal from office, in accordance with any applicable by-law provisions, unless the conflict or potential conflict can be appropriately managed or resolved.

Any Director, Officer or Member having a potential conflict of interest should not vote or use his or her personal influence with regard to the matter and should not be counted in determining a quorum for the action on the matter, even where permitted by law. The minutes of the meeting should contain: a) the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s decision as to whether a conflict of interest in fact existed; b) the names of the persons present for discussions and votes relating to the transaction or matter, the content of the discussion, any alternatives to a proposed transaction, and a record of any votes taken in connection therewith.

The approval of any transaction or matter in which a Director, Officer or Member has a financial interest or any other potential conflict of interest greater than Five Hundred Dollars ($500.00) but less than Five Thousand Dollars ($5,000.00) requires a Two-Thirds (2/3) vote of the Board and approval by a majority of the Founders. If the financial interest or any other potential conflict of interest is greater than Five Thousand Dollars ($5,000.00), approval shall requires a Two-Thirds (2/3) vote of the Board, publication and approval by the majority of the Founders.

In addition to making ongoing disclosures of potential conflicts of interest, Directors, Officers and Members shall make any and all potential conflicts of interest a matter of record through an annual procedure, in which Directors, Officers and Members shall be advised, in writing, of the conflict of interest policy and required to complete a questionnaire outlining any possible conflicts or a statement indicating that no such potential conflicts of interest exist.

The foregoing requirements shall not be construed as preventing a Director, Officer or Member having a potential conflict of interest from briefly stating his or her position on the matter or transaction or from answering pertinent questions of Directors, Officers or Members, as his or her knowledge may be of great assistance in enabling them to fulfill their fiduciary duties to the Organization.

This conflict of interest policy shall be reviewed annually by Directors, Officers and Members, and each new Director, Officer or Member upon acceptance of their duties, and each shall sign a statement acknowledging understanding of, and agreement to, this policy.

To ensure the Organization operates in a manner consistent with its charitable purposes and does not engage in activities that may jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a) whether compensation arrangements and benefits are reasonable and consistent with the charitable purposes of the Organization; b) whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit, or in an excess benefit transaction. When conducting said reviews, the Organization may, but is not required to, use outside advisors. If outside advisors are used, their use shall not relieve the Board of its responsibility for ensuring said reviews are conducted.

Article IV: Violations of Policy

If the Board has reasonable cause to believe that a Director, Officer or Member has failed to disclose actual or potential conflicts of interest, it shall inform that person of the basis for such belief and afford that person an opportunity to explain the alleged failure to disclose.

If, after hearing the explanation of the Director, Officer or Member and making such further investigation as may be warranted by the circumstances, the Board determines that the person has, in fact, failed to disclose an actual or potential conflict of interest, it shall take whatever appropriate disciplinary and corrective action it deems necessary.