ARTICLE I. NAME OF ORGANIZATION
The name of the Organization is Blue Ridge Beltane Inc.
ARTICLE II. ORGANIZATIONAL PURPOSE
Section 1. Nonprofit Purpose
Blue Ridge Beltane Inc., hereafter addressed as the Organization, is organized exclusively for charitable, religious, educational, artistic, and scientific 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.
Section 2. Specific Purpose
Blue Ridge Beltane is dedicated to providing a spiritual space to celebrate the fertility of life, creating a welcoming and safe community regardless of spirituality or lifestyle, and encouraging sustainable environmental practices.
The specific objectives and purpose of the Organization shall be:
- to provide educational workshops
- to provide community gatherings, social events, and arenas for artistic and spiritual expression for participants of all ages, abilities, and identities
- to create a welcoming space for all genders, all gender histories, all races, all ages and sexual orientations, and all those differences of life situation, background, and ability that increase our diversity
- to sponsor, host and/or participate in events and activities that promote community mindfulness, spiritual growth and awareness, and environmental awareness
Section 3. Organizational Structure
The Organization consists of voting members on the Board of Directors or Planning Committee. Non-voting members may help facilitate events and some may even attend meetings, but they are not part of the Board of Directors or Planning Committee.
- The Board of Directors consists of the President (Chair of the Board), Vice President, Secretary, Treasurer, Director of Activities (Chair of the Activities Committee), Director of Communications (Chair of the Communications Committee), and Director of Festival Management (Chair of the Festival Management Committee). The Board’s purpose is to have control of and be responsible for the management of the affairs and property of the Organization, ensure the mission and vision of Blue Ridge Beltane Inc. in perpetuity, and complete additional duties as outlined in Article V, Sections 1 and 2.
- All Planning Committee Members and Board Members have voting status, are expected to participate in the consensus-based decision-making process described in the Policies and Procedures Manual, and are expected to regularly attend meetings relevant to their respective positions. All Planning Committee and Board Members have designated roles and responsibilities as specified in the Policies and Procedures Manual. No Committee Member or Board Member is compensated for their time, and they are expected to attend the festival without fee.
- Activities Committee: Led by the Director of Activities, this committee is responsible for the planning and implementation of workshops, performances, events, activities, and any other services offered to the community as well as management of volunteers or super-volunteers involved in those activities. The number of committee members on this committee fluctuates based on need and the amount of activities offered.
- Communications Committee: Led by the Director of Communications, this committee is responsible for the crafting, publishing, and managing the festival program, marketing materials, photography, website, and social media platforms. The committee also handles the storage and maintenance of internal documents. In addition, this committee handles any promotions, the availability and management of public information, and any educational or outreach projects. The number of committee members on this committee fluctuates based on need.
- Festival Management Committee: Led by the Director of Festival Management, this committee is tasked with the functional management of the festival. Festival management duties include but are not limited to parking; pre-registration and onsite registration; the maintenance of, set up, and take down of structures and storage for those items during the planning year; festival decoration; designating camping and sleeping sites; ensuring attendees have access to water and bathrooms; ensuring adherence to festival rules; waste management; safety concerns; developing a strong relationship with the venue representative and negotiating the contract for the venue; managing vendors; managing volunteers and super-volunteers for these tasks. The number of committee members on this committee fluctuates based on need and size of the festival.
- Sacred Witness: A Sacred Witness is a non-voting guest invited to a Board or Committee meeting in order to provide insights or information relevant to the meeting’s purpose. They are not part of the Organization.
- Super-volunteers: A person who facilitates a certain function of the festival but has chosen not to be on a committee is a Super-Volunteer. Super-Volunteers do not vote on committee decisions, but they may be consulted as needed. Super-Volunteers may attend Committee and Board meetings, but they are not required to do so. No Super-Volunteer is compensated for their time.
- Volunteers: This person volunteers at the festival in exchange for a reduction in the cost of festival admittance. Volunteers are not members of any committee or the Organization, and they do not vote on committee decisions.
- Attendees: Persons who attend or participate in the festival are Attendees. They are not members of any committees or the Organization, and they do not have a vote in decisions made by the Board.
ARTICLE III. MEMBERSHIP
Section 1. Eligibility for Membership
Recruitment occurs based on a combination of organizational needs and the training, knowledge, and experience of the nominee who may represent the community. The Board of Directors acts as the Nominations Committee and handles the nomination and vetting process of new Planning Committee members who shall support the Organization’s purpose statement in Article II, Section 2. Membership is granted after completion and receipt of a membership application and the consensus-based decision-making process of the Planning Committee.
Section 2. Annual Dues
No dues are required to secure or maintain membership to the Board of Directors or Planning Committee or any subcommittees.
Section 3. Rights of Members
Each member shall be eligible to appoint one voting representative to cast the member’s vote in association elections. All Planning Committee members are voting members. Super-Volunteers are not voting members.
Section 4. Resignation and Termination
Any member may resign by filing a written resignation with the Board of Directors, preferably through the Secretary. Membership may be terminated by the consensus-based decision-making process of the Planning Committee as detailed in Article V, Section 13.
Section 5. Non-Voting Membership
The Planning Committee may establish and define non-voting categories (i.e. Super-Volunteers) of membership as they deem appropriate.
ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Regular Meetings
Regular meetings of the Board of Directors shall be held annually, at a time and place designated by the Chair.
Section 2. Annual Meetings
An annual meeting of the members shall take place in the month of June, the specific date, time, and location of which will be designated by the Chair. At the annual meeting, the members shall receive reports on the activities of the association, determine the direction of the association for the coming year, and begin the nomination process for the Board of Directors with official induction to conclude in August.
Section 3. Special Meetings or Subcommittee formation.
Special meetings may be called by any member as needed. Subcommittees may be formed and dissolved as deemed necessary by the Board of Directors or the Planning Committee during meetings as specified in the Policies and Procedures Manual.
Section 4. Notice of Meetings
Notice of each scheduled meeting shall be given to each voting member not less than two weeks prior to the meeting.
Section 5. Quorum
A quorum for a meeting of the members shall consist of at least sixty-eight percent (68)% of the active membership. Members may vote in person, via proxy, or online within the specified time period. Failure to participate in the aforementioned methods constitutes consent to the motion(s) put forth.
Section 6. Decision-Making Process
The decision-making process will follow the consensus-based approach outlined in the Policies and Procedures Manual.
ARTICLE V. BOARD & PLANNING COMMITTEE MEMBERS
Section 1. General Powers
The affairs of the Organization shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Organization.
Section 2. Purpose of the Board
The purpose of the Board is to ensure the mission and vision of Blue Ridge Beltane continues in perpetuity. The Board engages in strategic planning, developing the policies and procedures, provides management, ensures legal compliance, completes budgeting, fundraising, intervention during conflict among committee members, and nomination of committee members. All Board members are expected to attend all Board meetings and engage in the decision-making process for all motions presented to the Board.
Section 3. Number, Tenure, Requirements, and Qualifications
The number of Directors shall be fixed from time-to-time by the Directors, but the Board shall consist of no less than four (4) nor more than nine (9) including the following officers: President, Vice-President, Secretary, and Treasurer.
The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors must be approved by a majority vote of the Planning Committee members present and voting. No vote on new members of the Board of Directors shall be held unless a quorum of the Planning Committee is present as provided in Article IV, Section 5.
Each member of the Board of Directors shall be a member of the Planning Committee for at least one year prior to holding office on the Board. Terms last one year, and elections are held annually. There are no term limits.
Each member of the Board of Directors shall attend all mandatory meetings as outlined in the Policies and Procedures Manual or elect an alternate person to fulfill their specified duties at the meeting.
Section 4. Regular and Annual Meetings
An annual meeting of the Board of Directors shall be held at a time and day in the month of June of each calendar year and at a location designated by the Chair. The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than fourteen (14) days, prior to the meeting date.
Section 5. Special Meetings
Special meetings of the Board of Directors may be called by any member(s) of the Board of Directors. The person(s) calling special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.
Section 6. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, electronic methods, or by written notice unless all Board Members agree to an earlier meeting time. Attendance to the meeting may be in-person, by phone, or electronic.
Section 7. Quorum
As outlined in Article IV, Section 5, a quorum for a meeting of the members shall consist of at least sixty-eight percent (68%) of the active membership. Members may vote in person, via proxy, or online within the specified time period. Failure to participate in the aforementioned methods constitutes consent to the motion(s) put forth.
Section 8. Forfeiture
Any member of the Board of Directors who fails to fulfill any of the requirements as set forth in Section 2 of this Article shall be subject to the removal process. Anyone involuntarily removed from the Board of Directors will be ineligible for re-election to the Board the following year. The Planning Committee may forthwith immediately proceed to fill Board vacancies as needed through the election of an Interim Director as outlined in Section 9 of this Article.
All Planning Committee members may retain their positions through the review process described in the Policies and Procedures Manual.
Once a person is no longer a part of the Board of Directors or Planning Committee, that person forfeits the title, rights, and privileges of that position including access to internal documents.
Section 9. Vacancies
Whenever an unexpected vacancy occurs on the Board of Directors, the Planning Committee shall fill that vacancy without undue delay by electing an Interim Director via majority vote.
Section 10. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors.
Section 11. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by sixty-eight percent (68%) of all of the Directors following notice of the intended action to all members of the Board of Directors.
Section 12. Confidentiality
Directors and Planning Committee members shall not discuss or disclose information about the Organization or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Organizations’ purposes or can reasonably be expected to benefit the Organization. Directors shall use discretion and good business judgment in discussing the affairs of the Organization with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Organization, including but not limited to accounts on deposit in financial institutions.
Each Director and Planning Committee member shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.
Section 13. Removal.
Any Planning Committee member may bring a request to another trusted Planning Committee member to bring the motion anonymously to the rest of the Planning Committee after all efforts at conflict resolution as outlined in the Policies and Procedures Manual have been exhausted. Basis for involuntary termination includes inability to attend meetings as required by role definitions, displaying a regular pattern of inability or unwillingness to fulfill the responsibilities of their defined role, or displaying combative or disrespectful behavior that is in clear opposition to the mission and vision of Blue Ridge Beltane. Involuntary termination requires agreement reached through the consensus-based decision-making process of the Planning Committee as outlined in the Policies and Procedures Manual. If unanimous consensus cannot be reached in determining an outcome, a majority vote of 75% of the voting members is sufficient to pass the motion.
ARTICLE VI. OFFICERS
The officers of this Board shall be the President, Vice-President, Secretary, Treasurer, Director of Activities, Director of Communications, and Director of Festival Management. All officers must have the status of active members of the Board.
Section 1. President
The President is also known as the Facilitator or Chair. The primary responsibilities of the Office of the President include scheduling meetings; engaging in strategic planning; ensuring legal compliance; assisting with fundraising; assisting in timeline creation; facilitating decision making during meetings; organizing an annual review of policies.
Section 2. Vice President
The Vice President is also known as Vibes Watcher and Timekeeper. The primary responsibilities of the Office of the Vice President include co-facilitating meetings; acting as stand-in for the President when necessary; keeping time during meetings; ensuring that all persons present at meetings remain calm, respectful, and heard; provide intervention during conflict resolution between members; assist with making of the timeline; and meet with persons who are struggling to fulfill their duties in an effort to offer support or problem solve.
Section 3. Secretary
The Secretary is also known as Note taker. The primary responsibilities of the Office of the Secretary include publishing agendas for meetings; taking minutes during meetings; publishing the minutes; maintaining and providing access for members to all internal documents; assisting with managing the email account; assisting with creation of and adherence to the timeline; summarizing and ensuring issues initiated by members are addressed by the Board or full Planning Committee.
Section 4. Treasurer
The primary responsibilities of the Office of the Treasurer include ensuring financial responsibility; creating and maintaining the budget; monitoring and maintaining any financial accounts; answering questions related to income, payment, savings and budget at meetings. The Treasurer ensures legal compliance with taxes, compliance with any requirements for grants, and assists in maintaining mailing address and communication with the Registered Agent, if one is identified as necessary at that time. The Treasurer determines how and where funds are stored, managed, invested, and can open and close accounts as needed.
Section 5. Director of Activities
The Director of Activities represents the Activities Committee at Board meetings and communicates topics to the Board or Planning Committee for discussion as needed; provides information and updates about the decisions and progress of the preparation for that year’s activities for the festival at Board meetings; coordinates meetings among the Activities Committee and establishes facilitator, note-taker, time-keeper, and vibes watcher for each Activities Committee meeting; provides notice of upcoming Activities Committee meetings to all members; shares the minutes from that meeting on the current internal document storage platform as specified in the Policies and Procedures Manual.
Section 6. Director of Communications
The Director of Communications represents the Communications Committee at Board Meetings and communicates topics to the Board or Planning Committee for discussion as needed; provides information and updates about the decisions and progress of preparation for that year’s festival; coordinates meetings among the Communications Committee; establishes facilitator, note-taker, time-keeper, and vibes watcher for each meeting; provides notice of upcoming Communications Committee meetings to all members; shares the minutes from that meeting on the current internal document storage platform as specified in the Policies and Procedures Manual.
Section 7: Director of Festival Management
The Director of Festival Management represents the Festival Management team at Board meetings and communicates topics to the Board or Planning Committee for discussion as needed; provides information and updates about the decisions and progress of the preparations for the festival; coordinates meetings among the Festival Management Committee; establishes facilitator, note-taker, time-keeper, and vibes watcher for each meeting; provides notice of upcoming Festival Management meetings to all members; shares the minutes from that meeting on the current internal document storage platform as specified in the Policies and Procedures Manual.
Section 8. Election of Officers
The Board of Directors is elected in a two-poll process. The Director of Communications shall collect the names of Planning Committee members wishing to run for President, Vice-President, Secretary, or Treasurer on the Board of Directors. Those parties will have the opportunity to campaign for themselves over a minimum of twenty-one (21) days’ time before the Polling Committee – the Director of Communications and another randomly selected member of the Board of Directors – facilitate the first poll to determine the replacement Board of Directors for the following festival planning season.
Once these offices are filled and new inductions to the Planning Committee are complete, members of the Activities Committee, Communications Committee, and Festival Management Committee will have the opportunity to volunteer as Chair of their respective committees. The Polling Committee then collects the names of those candidates and facilitates the second poll to determine the Directors of Activities, Communications, and Festival Management.
Those officers elected shall serve a term of one (1) year commencing upon taking the oath of office. There are no term limits.
Section 9. Removal of Officer
The Planning Committee with the concurrence of seventy-five percent (75%) of the voting membership at the meeting may remove any officer of the Board of Directors and elect an Interim Director for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing no less than fourteen (14) days prior to the meeting at which the motion shall be presented, setting forth the reasons of the Board for such expulsion.
Section 10. Vacancies
The Nominations Committee shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Planning Committee at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.
ARTICLE VII. COMMITTEES
Section 1. Committee Formation
The Board may create committees as needed, such as fundraising, public relations, data collection, and so forth. The Board Chair appoints all committee chairs except those that serve on the Board (i.e. Activities Chair, Communications Chair, and Festival Management Chair which are elected roles).
Section 2. Executive Committee
The President, Vice-President, Secretary, and Treasurer serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors and is subject to the direction and control of the full Board.
Section 3. Finance Committee
The Treasurer is the Chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other Board members. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall begin July 1st and end June 30th of the following year. Annual reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial records of the Organization are public information and shall be made available to the Planning Committee, Board of Directors, and the public as required by law.
Section 4. Planning Committee
All members belong to the Planning Committee and operate in some capacity to further the purpose and commitment of the Organization. There is no limit to the number of members permitted on the Planning Committee, and the Planning Committee shall be broken down into three subcommittees: Activities, Communications, and Festival Management.
Section 5. Activities Committee
The Activities Director is the Chair of the Activities Committee which oversees the various services offered through the Blue Ridge Beltane festival including but not limited to: fire and drums, rituals and workshops, maypole celebration, and children’s activities.
Section 6. Communications Committee
The Communications Director is the Chair of the Communications Committee which oversees the internal and external communications of the Organization including but not limited to: marketing, social media, e-mail, and internal document storage.
Section 7. Festival Management Committee
The Festival Management Director is the Chair of the Festival Management Committee which oversees the physical setup of the festival including but not limited to: on-site infrastructure, registration, safety, and vending.
ARTICLE VIII. – CONFLICT OF INTEREST AND COMPENSATION
Section 1: Purpose
The purpose of the conflict of interest policy is to protect the tax-exempt Organization’s 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 and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2: Definitions
- Interested Person: Any voting member, who has a direct or indirect financial interest, as defined below, is an interested person.
- Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
- A compensation arrangement with Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if a member or members of the Board of Directors or the Planning Committee decide that a conflict of interest exists.
Section 3. Procedures
- Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person (as defined above) must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board of Directors considering the proposed transaction or arrangement.
- Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, they shall leave the Board or Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or Planning Committee members shall decide if a conflict of interest exists.
- Procedures for Addressing the Conflict of Interest
- An interested person may make a presentation at the Board meeting, but after the presentation, they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest, as stated above.
- The Chair shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the Board shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the best interest of the Organization, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
- Violations of the Conflicts of Interest Policy
- If the Board has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
- If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action, as defined in the Policies and Procedures Manual.
Section 4. Records of Proceedings
The minutes of the Board of Directors and all committees with Board delegated powers shall contain:
- 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.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation
- A voting member of the Board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
- A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
- No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6. Annual Statements
Each director and/or member of a committee with Board delegated powers shall annually sign a statement which affirms such person:
- Has received a copy of the conflicts of interest policy,
- Has read and understands the policy,
- Has agreed to comply with the policy, and
- Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
- 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.
Section 8. Use of Outside Experts
When conducting the periodic reviews as provided for in Article VIII, Section 7, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE IX. INDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of Virginia, the Organization shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the Organization, or any person who may have served at the Organization’s request as a director or officer of another organization or corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Organization in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The Organization may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Organization would have the power or obligation to indemnify such person against such liability under this Article.
ARTICLE X. BOOKS AND RECORDS
The Organization shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.
ARTICLE XI. AMENDMENTS
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the members in accordance with the consensus-based decision-making approach outlined in the Policies and Procedures Manual. Written notice of the proposed amendment of the Articles and a summary of the changes to be affected thereby shall be given to each member at least seven (7) days in advance of such a meeting. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of a minimum of eighty percent (80%) of the voting membership.
Section 2. Bylaws
The Bylaws may be amended in any manner at any regular or special meeting of the members in accordance with the consensus-based decision-making approach outlined in the Policies and Procedure manual. Written notice of the proposed amendment of the Bylaws and a summary of the changes to be affected thereby shall be given to each member at least seven (7) days in advance of such a meeting. Any amendment to the Bylaws of the Organization shall require the affirmative vote of a minimum of eighty percent (80%) of the voting membership.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or incorporators of this Organization, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the 14 preceding pages, as the Bylaws of this Organization.
ADOPTED AND APPROVED by the Board of Directors on this 31st day of May, 2018.
Adam Szyikowski, President – Blue Ridge Beltane, Inc.
Kristina Adler, Vice-President – Blue Ridge Beltane, Inc.
Attested by Laura Szyikowski, Interim Treasurer – Blue Ridge Beltane, Inc.
Attested by Brittany Sorrels, Communications Director – Blue Ridge Beltane, Inc.