Foundation By-Laws
BYLAWS OF THE BLUE STAR FOUNDATION
ARTICLE I — NAME AND PURPOSE
Section 1 — Name: The name of the organization shall be the BLUE STAR FOUNDATION. It shall be a nonprofit, religious organization incorporated under the laws of the State of Minnesota.
Section 2 — Purpose: BLUE STAR FOUNDATION is organized exclusively for religious, charitable, and educational purposes.
The objective of this corporation is to support and facilitate the practice of the Blue Star Tradition of Wicca. The organization and action of the corporation shall not have any authority over coven or individual autonomy.
ARTICLE II — MEMBERSHIP
Membership in the Blue Star Foundation is defined as individuals who have been Dedicated to the Blue Star Tradition according to the laws of their individual and autonomous groups.
Section 1 — Proof of Dedication will be attained by the vouch of an existing member or through written channels of communication, including but not limited to announcements made by email, on social media, or by other private communication with an existing member.
Section 2 — Members are entitled to attend general and special meetings; to vote on all questions coming before the membership; to hold office; and to serve on standing or special committees.
Section 3 — Members will have access to appropriate levels of the Blue Star Foundation website according to their degree as defined by (Grove, Outer Court, and Inner Court).
Section 4 — Members are welcome to attend select meetings of the Board and to participate in discussions on matters before the Board, but without a vote on matters before the Board.
Section 5 — Membership privileges are determined by the Board.
ARTICLE III — BOARD OF DIRECTORS
Section 1 — Board role, size, and compensation: The Board is responsible for overall policy and direction of the Foundation, and delegates responsibility of day-to-day operations to the staff and committees. The Board shall have up to nine but not fewer than five members.
At least three members of the Board shall be Third Degree Initiates. This requirement recognizes that Third Degree Initiates are charged with passing on and maintaining the tradition of Blue Star and does not have any implication concerning the abilities and skills of other members of the tradition to serve in a leadership role.
In order for the Board to be representative of the fullness of the Blue Star Tradition, at least two members of the Board shall be non-Third Degree individuals. If a member elected to the Board as a non-Third Degree individual receives this elevation during their term of office, they may complete their term.
The Board receives no compensation other than reasonable expenses.
Section 2 — Terms: All Board members shall serve 3-year terms. Each year, approximately one third of the Board shall be up for election. Board members may serve no more than three 3-year consecutive terms. Board members who have served the maximum number of consecutive terms are eligible for re-election after a three-year break.
Section 3 — Meetings and notice: The Board shall meet at least bi-annually, at an agreed upon time and place. Board meetings may be held via conference call or using other technology. At least one meeting shall be scheduled after the annual, regular election of Board members. An official Board meeting requires that each Board member have official notice at least two weeks in advance.
Section 4 — Board elections: New directors and current directors shall be elected or re-elected by the voting members.
Section 5 — Election procedures: A Board Development Committee shall be responsible for obtaining nomination of a slate of prospective Board members representing the Tradition’s diverse constituency. Any member can nominate a candidate to the slate of nominees so long as that person meets the requirements of the vacant office (i.e., member of the BLUE STAR FOUNDATION, minimum requirements for Third Degree Initiates and non-Third Degree individuals). Nominations shall be received at least two weeks before the start of the election. The election period shall be two weeks and shall close on Samhain (i.e., October 31).
Each member of the BLUE STAR FOUNDATION can cast votes up to the number of vacant positions. Those candidates with the highest number of ballots shall be elected, so long as they meet the requirements inherent to the vacant office. In any instance where a candidate or candidates with the highest number of votes does not meet the requirements inherent to the vacant office, the Board has the authority to determine whether the candidate(s) shall be declared ineligible, a revote issued, or some other action taken.
Newly elected Board members shall serve as nonvoting members of the Board until January 1 of the year following their election. This period will serve as an orientation period to the Board and the working of the Foundation. There shall be one exception to this rule: The newly elected Board members may vote for the officers of the Board.
Section 6 — Quorum: A quorum must be attended by at least 50 percent of Board members for business transactions to take place and motions to pass.
Section 7 — Officers and Duties: There shall be four officers of the Board, consisting of a chair, vice-chair, secretary, and treasurer. They shall be elected by the members of the Board of Directors after the conclusion of the annual elections and prior to January 1 of each year. Newly elected Board members are eligible to vote in this matter.
Officer duties are as follows:
The chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chair, secretary, treasurer.
The vice-chair, or their designee, shall chair committees on special subjects as designated by the Board.
The secretary, or designee, shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.
The treasurer, or designee, shall make a report at each Board meeting and prepare the Quarterly Report. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fiscal procedures, and make financial information available to Board members and the membership.
Section 8 — Vacancies: When a vacancy on the Board exists mid-term, the secretary must receive nominations for new members from present Board members two weeks after an official announcement of a vacancy. These nominations shall be sent out to all BLUE STAR FOUNDATION members, to be voted upon in the regular manner. These vacancies will be filled only to the end of the particular Board member’s term.
Section 9 — Resignation, termination, and absences: Resignation from the Board must be made in writing to the Board. An officer of the Board shall lose their Officership after two absences, without advance notice. A Board member may be terminated from the Board due to more than two absences from Board meetings in a year, without advance notice. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 10 — Special meetings: Special meetings of the Board shall be called upon the request of the chair, or one third of the Board. Notices of special meetings shall be sent out by the secretary to each Board member at least one week in advance.
ARTICLE IV — COMMITTEES
Section 1 — Committee formation: The Board may create committees as needed, such as fundraising, data collection, etc. The Board chair approves all committee chairs.
Section 2 — Executive Committee: The four officers 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 only in those instances where urgent matters exist and all members of the Board cannot be gathered in a timely fashion. Any decisions made by the Executive Committee are subject to review and control of the full Board. Monetary decisions shall not exceed $100. Any urgent expenditures exceeding $100 must be communicated and approved by the Board. This can be completed via Urgent email and with three-fourths approval of the Board. After 24 hours, the Executive Committee will move forward with the input of responding Board members.
Section 3 — Finance Committee: The treasurer is the chair of the Finance Committee, which includes two other Board members. Members of the Finance Committee shall not be members of the same household nor related. 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. The fiscal year shall be the calendar year. Quarterly reports are required to be submitted to the Board showing income, expenditures, and pending income and expected expenses. The financial records of the organization are not public information and shall be made available as legally required.
ARTICLE V — DIRECTOR AND STAFF
Section 1 — BLUE STAR FOUNDATION Staff: The Board may determine staff are needed to operate the BLUE STAR FOUNDATION. If this is the case, it will determine the duties and hiring procedures.
ARTICLE VI — VOTING
Section 1 — Introduction: As the BLUE STAR FOUNDATION is established to benefit the members of the Blue Star Tradition, the opportunity to participate in the decision-making of the BLUE STAR FOUNDATION is granted to the membership through voting rights. As effective governance requires delegation of action, the Board of Directors of the BLUE STAR FOUNDATION are expected to approve new initiatives, major changes to ongoing initiatives, and specific constraints relevant to programs.
Section 2 — Voting Procedures: Any proposal submitted for ballot shall be provided to the BLUE STAR FOUNDATION via electronic means. A paper ballot shall be available upon request. The deadline for voting shall be determined by the Board of Directors but shall provide a minimum of 24 hours for voting. Except in matters of urgency, a two-week ballot period is recommended.
Section 3 — Items Requiring a Vote of the BLUE STAR FOUNDATION Board of Directors, if there is not consensus of the Board, will require a three-quarters approval.
ARTICLE VII — AMENDMENTS
Section 1 — Amendments: These bylaws may be amended when necessary by three-fourths majority of the Board of Directors of the BLUE STAR FOUNDATION. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements and to the Board for voting in accordance with ARTICLE VII.
ARTICLE VIII — PRIVACY
Section 1 — Board of Directors: Each member of the Board has the right to request that their legal name and contact information be considered private and not made available outside the Foundation membership. No member of the BLUE STAR FOUNDATION or Director shall intentionally reveal the legal names of officers or Directors of the BLUE STAR FOUNDATION without permission. Reasonable efforts shall be made to keep this information private. The use of legal names of the Board of Directors may be required on legal documents such as Incorporation papers, tax documents filed with the IRS, and 501(c)3 paperwork. All nominees to the Board of Directors must be notified in advance of the election that this may be required of them.
Section 2 — BLUE STAR FOUNDATION Membership: Each member of the BLUE STAR FOUNDATION has the right to request that their legal name and contact information be considered private and not made available outside the BLUE STAR FOUNDATION membership. No member of the BLUE STAR FOUNDATION shall intentionally reveal the names and contact information of BLUE STAR FOUNDATION members without permission. The listed membership, which includes any electronic lists, shall not intentionally be sold or made public. Reasonable efforts shall be made to keep the BLUE STAR FOUNDATION listed membership private.
CERTIFICATION
These bylaws were approved at a meeting of the Board of Directors by a two-thirds majority vote on Sunday, July 16, 2017.
Addendum
Motion to shift the Treasurer to a staff position instead of a Director position, and removing the Treasurer from the Executive Committee. In support of this motion The Board will ask the Finance committee to formalize with the Treasurer as lead of said committee.
Circumstances for removal of Treasurer as follows: Failure to fulfill duties including keeping records, attendance, reporting, etc. Mishandling or misappropriation of funds. Making unapproved action/changes to accounts, funds etc. Sharing /distributing personal/financial information of Directors or Members of the Blue Star Tradition Treasurer termination/suspension of their relationship to Blue Star
Finance committee will perform an annual audit of financials. To be performed by 2 Directors chosen each year, and one member of the Blue Star Tradition not currently serving on the Board of Directors of the Blue Star Foundation.
By-law change to effect this motion as follows: Article III Section 7: Scale executive committee down to 3 members, removing Treasurer from executive committee.
The above motion was ratified by the Board of Directors that were current On 10th of October, 2018. Voting tallied as follows: Ayes: Bill Dove Louis Theresa Tina Ben Wendy Vicki October
Motion carried unanimously.