Bylaws of the Center for Spiritual Living Menifee Valley
(AKA "Church of Today A Religious Science Church")
A California Nonprofit Religious Corporation
ARTICLE 1 - NAME
Section 1.1 Name.
The name of this center shall be known as CENTER FOR SPIRITUAL LIVING MENIFEE VALLEY, (AKA "Church of Today A Religious Science Church". hereafter referred to as "CSLMV").
ARTICLE 2 - OFFICES
Section 2.1 Principal Office.
The street and mailing address of the principal office of CSLMV is 26805 Murrieta Road, Menifee, CA 92585-9135. The Board of Trustees, hereafter referred to as the CORE Council (Consciousness of Reality Evolving) may change the location of the principal office.
ARTICLE 3 - PURPOSE AND POWERS
Section 3.1 Purposes.
CSLMV is organized and shall be operated exclusively for religious and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Subject to the foregoing, the specific purposes and objectives of CSLMV shall also include teaching, educating, and practicing Religious Science using the Science of Mind principles.
Section 3.2 Powers.
In furtherance of the foregoing purposes and objectives and subject to the restrictions set forth in Section 3.3, CSLMV shall have and may exercise all the powers now or hereafter conferred upon nonprofit corporations organized under the laws of the state of California and may do everything necessary or convenient for the accomplishment of any of the corporate purposes, either alone or in connection with other organizations, entities or individuals, and either as principal or agent, subject to such limitations as are or may be prescribed by law.
Section 3.3 Restrictions on Powers.
(a) No part of the net earnings of CSLMV shall inure to the benefit of or be distributable to any member of CSLMV which is not then an exempt organization described in Section 501(c)(3) of the Internal Revenue Code. Any director or officer of CSLMV or any individual (except that reasonable compensation may be paid for services rendered to or for the benefit of CSLMV affecting one or more of its purposes), and no member of CSLMV which is not then an exempt organization described in Section 501(c)(3) of the Internal Revenue Code, and no director or officer of CSLMV or any other individual shall be entitled to share in any distribution of any of the corporate assets on dissolution of CSLMV or otherwise.
(b) No substantial part of the activities of CSLMV shall consist of promoting propaganda or otherwise attempting to influence legislation. CSLMV shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
(c) Upon dissolution of CSLMV, all of CSLMV's assets remaining after payment of, or provision for, all of its liabilities shall be paid over or transferred to one or more non-profit organizations, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code. The organizations to receive such property, and their respective shares and interests, shall be determined by the CORE Council.
(d) Notwithstanding any other provision of these articles of incorporation, CSLMV shall not participate in any activities forbidden by Section 501(c)(3) of the Internal Revenue Code, or by a corporation, contributions to which are deductible under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE 4 - CONSTRUCTION: DEFINITION
Section 4.1. Construction: Definitions.
Unless the context otherwise requires, the general provisions, rules of construction, and definitions in the State of California nonprofit religious corporation law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neutral, the singular includes the plural, the plural includes the singular, the term "person" includes both a legal entity and a natural person, the term "Board" refers to the CORE Council, the term "CSLMV" refers to this Center for Spiritual Living Menifee Valley, and the term "CSLHQ" refers to the Center for Spiritual Living in Golden, Colorado (Headquarters/ Home Office).
ARTICLE 5 - AFFILIATION WITH "CENTERS FOR SPIRITUAL LIVING", GOLDEN, COLORADO
Section 5.1. Affiliation with CSLHQ.
CSLMV is affiliated with CSLHQ, a Colorado nonprofit religious corporation. In accordance with the terms of the member Community Affiliation Agreement entered into between CSLMV and CSLHQ. nothing in these bylaws shall conflict with the CSL Organizational Design Model, the CSLHQ bylaws, or the provisions of CSLHQ'S Articles of Incorporation relating to the exempt status of CSLHQ and/ or CSLMV under section 501(c)(3) of the Internal Revenue Code, as any of these documents are amended from time to time.
ARTICLE 6 - MEMBERSHIPS
Section 6.1. Qualification and classes of Membership.
CSLMV shall have one class of membership. Any person may become a member upon application and approval by the CORE Council of CSLMV.
Associate Members. At the discretion of the CORE Council, CSLMV may allow associate members under the age of 18 with the proviso that said associate members shall have no voting power.
Section 6.2. Honors and privileges of Members.
The honors and privileges of the members of CSLMV shall include:
(a) To uphold the teaching and practices of the Religious Science and the Science of Mind;
(b) To regularly attend the spiritual and social meeting of CSLMV. Members outside of the physical jurisdiction may agree to participate in the activities of CSLMV online or by other means of communication
(c) To read, study and practice the literature of Science of Mind;
(d) To make regular and identifiable contributions of their time, talent and treasure to the support of CSLMV;
(e) To attend the membership meetings of CSLMV whenever possible, and to vote therein: and
(f) To hold office and serve on committees or teams whenever possible.
Section 6.3. Dues, Fees, Assessments, and Tithes.
No fixed membership dues shall be mandated, but all members shall be afforded the opportunity to provide a definite sum toward the expenses of CSLMV and are encouraged to tithe.
Tithing. CSLMV encourages and supports the principle of tithing by its members to where they are spiritually fed, and makes regular, identifiable financial and other contributions to where CSLMV is spiritually fed.
Section 6.4. Members in Good standing.
Any member wishing to serve CSLMV on a board or team must be in good standing. The CORE Council shall determine good standing based upon the criteria outlined under the honors and privileges of a member (See Sec. 6.2).
Section 6.5. Termination of Membership.
(a) Automatic Termination. Membership shall be automatically terminated by transition, resignation, withdrawal or transfer to another center.
(b) A church membership may be suspended or terminated for a cause by two-thirds (2/3) vote of the CORE Council upon showing that a member is acting to the detriment of CSLMV. The member must be sent a written notice of the termination or suspension and had ten (10) days to file a written objection with the CORE Council. Said membership shall not be terminated or suspended upon objection until the member-in-question has had the opportunity to present reasons why they should not be terminated or suspended to the CORE Council. After hearing such reasons, the CORE Council's members, in their sole discretion, may find the termination or suspension unwarranted and reinstate the membership, suspend the membership for a stated period of time, or may terminate the membership (please refer to CSLMV;s Policy and Procedures Manual for further information).
ARTICLE 7 - MEETINGS
Section 7.1. Annual Meeting.
A regular meeting of the members of CSLMV shall be held. The time and the place of the meeting shall be established by the CORE Council. Notice of all membership meetings must be announced at least one Sunday service before the meeting, and a written notice must be given to all members. Such announcement or notice must be given at least thirty (30) days prior to the meeting. Such a notice shall also state what vacancies are open on the CORE Council, whether any existing CORE Council members wish to stand for reelection, and invite all members in good standing (see Section 6.2.) willing to stand for election to present their names to the Nominating Committee (see Policy and Procedures Manual). Such an annual meeting may be adjourned to a subsequent day by majority vote in attendance at the meeting.
Section 7.2. Annual Meeting Agenda.
At the annual meeting of CSLMV, the membership shall receive appropriate and comprehensive reports of the activities of CSLMV including complete statements of the financial condition of CSLMV. The membership shall elect CORE Council members to fill the positions of the terms then expiring, and pass upon and transact such other business as may properly come before membership.
Section 7.3. Special Meetings.
Special meetings of the members of CSLMV may be held at the call of the Senior Minister or the presiding officer of the CORE Council, or a majority of the members of the CORE Council, or by twenty percent (20%) or more of the members of CSLMV. Notice of Special Meetings shall be given by the same methods as for Annual Meetings of members, Notice of any special meeting shall specify, in addition to the place, date and hour of such meeting, the nature of the business to be transacted. No business, other than the business that was set forth in the notice of the meeting, may be transacted at a Special Meeting.
Section 7.4. Authority for Electronic Meetings.
The CORE Council may authorize electronic meetings of the membership which allows members not physically present to participate, Such methods may include audio, video, computer, or any other methods of real time communication. Members so participating assume all the rights and duties of members attending the meeting live and in person. Such electronic meetings must allow members a reasonable opportunity to participate and vote.
ARTICLE 8 - NOTICE
Section 8.1. General Notice of Requirements.
Notice of all membership meetings may be given to each member in good standing by at least one of the following means:
(a) Announcements at Sunday services, in CSLMV newsletters, or other publications circulated by the membership.
(b) Written notice by email or other electronic method where the email or electronic method is on file with CSLMV.
(c) Written notice by first class mail.
The notice shall specify the place, date, and hour of the meeting, and the means of the electronic transmission, if any, being provided.
ARTICLE 9 - QUORUM
Section 9.1. Quorum.
Twenty-five (25) percent of the members shall constitute a quorum for the transaction of business at a meeting of the members.
ARTICLE 10 - VOTING
Section 10.1. Eligibility to Vote.
Each member entitled to vote may cast one vote on each matter submitted to a vote of the membership. Members may not vote by unauthorized proxy.
Section 10.2. Manner of Voting.
Voting must be done by ballot only.
Section 10.3. Approval by Majority Vote.
If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be deemed the act of the members.
ARTICLE 11 - CSLMV RECORDS AND FINANCES
Section 11.1. Accounting Records.
CSLMV shall maintain appropriate accounting records. Correct books of account of the activities and transactions of CSLMV shall be kept at the principal office of CSLMV.
Section 11.2. Minutes and Related Documentation.
CSLMV shall keep as permanent records minutes of all meetings of the CORE Council, and annual and special meetings of the members. CSLMV encourages committees of CSLMV to keep minutes, notes or other records and to file them as part of the permanent records of CSLMV. Any such records shall be kept at the principal office.
Section 11.3. Membership List.
The secretary of the CORE Council shall keep and maintain fully up-to-date permanent record of members containing at least the names, addresses, telephone numbers, and email addresses of the members, The secretary shall promptly record all new members of CSLMV, and to delete from the records all terminated members, Such record shall establish membership record for all purposes.
Section 11.3. Records Maintained at Principal Office.
CSLMV shall keep a copy of each of the following records at its principal office:
(a) The articles of incorporation
(b) The bylaws;
(c) The Member Community Affiliation Agreement between CSLMV and CSLHQ;
(d) The most current versions of the Organizational Design Model, bylaws and Policies and Procedures Manual of CSLMV;
(e) Copies of all filings and reports to any government agency;
(f) All documents related to CSLMV's claim of exemption under Section
501(c)(3) of the Internal Revenue Code, including without limitation CSLMV's favorable determination letter granting tax-exempt status and/ or documents pertaining to its group exemption status in conjunction with CSLHQ;
(g) Financial statements, including without limitation balance sheets and income statements, covering at least the most recent seven (7) years' activities and transactions of CSLMV;
(h) All other documents or records required to be maintained by CSLMV at its principal office under any applicable federal, state, or local law(s) or regulation(s).
Section 15.5. Form of CSLMV's Records.
CLSMV's accounting records, minutes and related documentation, membership lists, and the records specified in Section 11.4, above, shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the two.
ARTICLE 12- PROXIES
Section 12.1 Member's Right to Vote in Person or By Proxy.
No proxy vote will be recognized, accepted, or validated at any meeting where a member is entitled to vote except as spelled out in this section. Proxy votes are valid where a member cannot attend in person and there is a verifiable written request made to the CORE Council. The CORE Council must approve the request at least twenty- four (24) hours prior to the meeting.
ARTICLE 13 - OFFICE OF SENIOR MINISTER: QUALIFICATIONS
13.1. Qualifications for Office of Senior Minister.
No person shall hold an office of Senior Minister of CSLMV unless he/she has been approved by CSLHQ, or unless the Leadership Council of CSLHQ accepts the ministers' qualifications from another organization, and such minister affiliates with CSLHQ.
13.2. Powers and Duties of Senior Minister.
The Senior Minister is the director of CSLMV, and shall be a voting member of the CORE Council. As such, the Senior Minister is in charge of the day-to-day business affairs of CSLMV. The Senior Minister works in collaboration with the CORE Council in determining the scope, nature, and course duties and authority of agents and employees of CSLMV. The Senior Minister is responsible for implementation of planning and policy decisions based on the vision, mission, goals, objectives, strategies and policies set by the CORE Council. The Senior Minister is in charge of all ecclesiastical affairs of CSLMV. The Senior Minister determines the nature and order of the services, events, classes, music, speakers and workshops ensuring all matters align with Science of Mind principles.
13.3 Selection of Senior Minister.
The selection of a Senior Minister shall be determined by the membership. All other aspects of the contractual relations between the Senior Minister and CSLMV shall be determined by the CORE Council.
Section 13.4. Selection of Candidate for Senior Minister: Notice to Headquarters.
Except in cases where the succession of Senior Minister has been previously established by the CSLMV, the CORE Council shall appoint a Search Committee to recommend candidates for the office of Senior Minister to the membership, and the membership shall select the Senior Minister. The CORE Council shall also, as soon as practicable but in no event later than 30 days after receipt of a Notice of Termination or Notice of Resignation of the Senior Minister, contact the Office of Member Support and Education at CSLHQ and CSLHQ's Regional Support Coordinator. The Regional Support Coordinator provides guidance for selecting a search committee, for any healing that needs to be done, as well as the process of creating CSLMV's vision for a new Senior Minister. CSLHQ's Office of Member Support and Education provides necessary information and guidance as to the use of the interim minister during the period of search and selection.
Section 13.5. Terms of Employment for the Senior Minister.
The CORE Council shall arrange the terms of employment of the Senior Minister. The Senior Minister always retains the p o w e r to decide if he or she wishes to serve as an employee of CSLMV or as an independent contractor. The Senior Minister also retains the power to determine his or her status in relation to Social Security.
Section 13.6 Resignation or Termination of Senior Minister.
In the event that C S L M V shall desire to call for the resignation of the Senior Minister, such employment may be terminated, or resignation called for, by a two-thirds (2/3) vote of the entire membership. The Regional support coordinator shall assist in providing resolution to the situation.
Section 13.7 Notice of Meeting for Termination of Senior Minister.
Actions taken by the membership under Section 13.6, above. can be taken only at a regular or special meeting of the members of CSLMV, to be held after notice of the time, place and purpose of such meeting shall have been given by announcements at the public meetings of CSLMV for at least two (2) consecutive Sundays before the meeting, and written notice is given to all members ten (10) days prior to such meeting. Only those members in good standing who attend such meetings will be eligible to vote. If CSLMV allows proxies, only special proxy votes shall be allowed at such meetings where a member cannot attend in person and there is a verifiable written excuse made to the CORE Council, agreed upon by a majority of the CORE Council reflected in the minutes at a board meeting prior to the regular or special meeting.
Section 13.8 Authority to Establish Office of Co-Senior Minister.
With the prior approval and consent of CSLMV's Senior Minister and CORE Council, and upon a two-thirds (2/3) vote of the entire membership voting at a regular or special meeting called for that purpose, CSLMV may establish and select and individual to serve as CSLMV's Co-Minister. Unless otherwise specifically provided in the CO-Senior Minister's letter of call or employment contract, the rights, powers, and responsibilities of any Co-Senior Minister shall be co-extensive with the rights, powers, and responsibilities of the Senior Minister of CSLMV.
ARTICLE 14 - CORE Council
Section 14.1 General Powers.
The secular activities, business, and affairs of CSLMV shall be managed, and all corporate powers shall be exercised, by or under the direction of the CORE Council. The CORE Council shall consist of six (6) members excluding the Senior Minister (Please refer to the Policy and Procedures Manual).
Section 14.2 Specific Power.
In addition to their general powers, the CORE Council shall have the specific powers to:
(a) Appoint and remove all CSLMV officers, agents, and employees; prescribe powers and duties for them and fix their compensation;
(b) Conduct, manage, and control CSLMV's affairs and activities and make such ruled and regulations for this purpose;
(c) Set the vision mission, goals, objectives, strategies and policies of CSLMV;
(d) Borrow money and incur indebtedness in the ordinary course of business on CSLMV's behalf not to exceed $5,000 per transaction.
(e) If the amount of indebtedness sought is in excess of $5,000, two-thirds of a quorum at a special meeting must approve such indebtedness;
(f) Amend CSLMV's Articles of Incorporation;
(g) Adopt, amend or repeal CSLMV's bylaws;
(h) Dispose of all or substantially all of CSLMV's assets, including any real property owned by CSLMV, subject to notice to and approval by the membership;
(i) Adopt or amend a merger agreement subject to notice to and approval by the membership;
(j) Elect to dissolve CSLMV subject to notice to and approval by the membership;
(k) Exercise all other rights and powers conferred by law, or by CSLMV's Articles of Incorporation or bylaws.
Section 14.3 Qualification of Members of the CORE Council.
Members of the CORE Council must be members of CSLMV in good standing and have taken Foundations class or equivalent to be determined by the Senior Minister.
Section 14.4 Nominations and Elections of Members of the CORE Council and Senior Minister.
A Nominating Committee of at least two members of the CORE Council and the Senior Minister shall be appointed by the Senior Minister to nominate a slate of qualified candidates to serve on the CORE Council. The nominating committee must be announced to the congregation at least thirty (30) days prior to the annual meeting and afford all qualified members of CLMV a reasonable opportunity to submit their names to the Nominating Committee. No CORE Council member wishing to serve another term and up for election may serve on the Nominating Committee. The Nominating Committee may produce a slate of candidates and announce the slate for at least two (2) Sundays prior to the annual meeting. Any member in good standing otherwise qualified to serve on the CORE Council who submitted his/her name in a timely fashion to the Nominating Committee but was not picked for the slate may be nominated from the floor at the annual meeting. No other floor nominations shall be accepted. If there are no nominations from the floor and the number of nominees on the slate is the same as the number of vacancies on the CORE Council, the slate shall be elected by secret ballot after the appropriate motion. If there are permitted nominations from the floor and/or the number of nominees exceeds the number of vacancies in the CORE Council, a secret ballot must be conducted listing all nominees. The nominees receiving the highest votes for the position to be filled shall be deemed elected. Each member entitled to vote may do so only in person and no proxy shall be valid with the exception of the proxies qualified by the Secretary of the CORE Council pursuant to these bylaws.
Section 14.5 Nominee's Right to Solicit Votes.
In the case of a contested election, the CORE Council shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee's qualifications (refer to Policy and Procedures Manual).
Section 14.6 Election of Members of CORE Council.
The members of the CORE Council shall be elected by the members of CSLMV at the annual meeting of the membership for a term of three (3) years. An elected member of the CORE Council may stand for re-election for one additional three year term, but after serving for two consecutive terms the member may not stand for re-election again until at least 1 year of the expiration of the members second term, after which time such member is again eligible to serve for 2 consecutive three years terms.
Section 14.7 Vacancies on CORE Council.
Vacancies on the C O R E Council occurring before the expiration of any regular term of office may be filled and the successor to such appointed for such unexpired term by a majority vote of the remaining members if the CORE Council.
Section 14.8 Forfeiture of Membership by Absence From Meetings.
Any member of the CORE Council who is absent from three consecutive regular and/or special meetings of the CORE Council without reasonable excuse shall be subject to removal by the majority vote of the CORE Council and shall be advised accordingly by the Secretary of the Board and the Senior Minister. A member of the CORE Council forfeiting his or her position under this paragraph may be reinstated upon a showing of good cause by a majority of the remaining members of the CORE Council.
Section 14.9 Removal of Member of CORE Council.
The CORE Council may remove any member of the CORE Council other than the Senior Minister by a two-thirds (2/3) vote. Any member of the CORE Council so removed may request reconsideration of such removal by the membership of CSLMV, setting forth in detail his or her grounds for requesting reconsideration, provided that such written request for reconsideration is filed within thirty (30) days of his or her removal as a member of the CORE Council and that a copy of the request for reconsideration be simultaneously sent to the CORE Council. The action of the CORE Council removing the member shall be considered final if such written request for reconsideration is not filled within such period. Such reconsideration shall be heard at a duly noticed meeting of the membership and shall be confirmed or denied by a majority of the membership.
Section 14.10 Meetings of CORE Council. (a) Place of CORE Council Meetings. All meetings of the CORE Council shall be held at the principal place of business of CSLMV unless otherwise specified in the notice, resolution or other specification convening such meetings.
(b) Authority for Electronic Meetings. The CORE Council may authorize electronic meetings which allow members not physically present to participate. Such methods may include audio, video, computer, or any other methods of real time communication. Members so participating assume all of the rights and duties of members attending the meeting in person. Such electronic meetings must allow members a reasonable opportunity to participate and vote.
(c) Election of Officers. As soon as practicable after each annual meeting of members, the CORE Council shall hold a meeting for purposes of organization, election of officers, and transaction of other business. Notice of this meeting is not required;
(d) General Meetings. General meetings of the CORE Council may be held without notice at such time and place as the board may fix from time to time;
(e) Special Meetings. Special meetings of the CORE Council for any purpose may be called at any time by any member of the CORE Council;
(f) Quorum. A quorum for the transaction of business by the CORE Council shall be a majority of members thereof. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some members.
(g) Action by Unanimous Written Consent. Any action that the CORE Council is required or permitted to take may be taken without a meeting if a majority of members of the CORE Council consent in writing to the action. Such action by written consent shall have the same force and effect as any other validly approved board action. All such consents shall be filed with the minutes of the proceedings of the CORE Council (refer to Policy and Procedures Manual).
Section 14.11 Compensation and Reimbursement.
It is the policy of CSLMV that members of the CORE Council serve without compensation, This policy does not preclude establishment of per diems or other reimbursement for expenses.
Section 14.12. Support of CORE Council and Senior Minister.
Each member of the CORE Council has a duty to support the goals and the aspirations of the Senior Minister and the vision and direction of CSLMV. This does not mean there cannot be healthy debate but once a decision is legally and properly made by the entire CORE Council, each member must support that decision. Criticizing any minister, practitioner or other member outside of the confines of a legally called meeting is a breach of the fiduciary duty of a member. If a member of the CORE Council can no longer support the direction set by the Senior Minister or the remainder of the CORE Council, he or she must either resign or use the legally constituted methods within board protocol to make necessary changes.
ARTICLE 15- COMMITTEES AND MINISTRIES
Section 15.1. Creation and Powers of Committees.
The CORE Council may appoint such standing or special committees as are deemed necessary to carry on the business of CSLMV. Final action by any committees must be approved by the CORE Council. The Senior Minister shall be an ex-officio member of all committees. Any contracts proposed by any committee shall be approved in advance by the CORE Council, and executed by an officer designated by the CORE Council. Each committee chair is responsible for keeping the Senior Minister informed.
Meetings and Action of Committees. The CORE Council may adopt any rules for meetings, actions, and governance of any committee as long as the rules are consistent with these bylaws.
Section 15.3. Background Checks.
All ministers and staff associated with youth and family will have annual background checks with the cost assumed by CSLMV (refer to Policies and Procedures Manual).
Section 15.4. Meetings and Actions of Committees.
The CORE Council shall adopt any rules for meetings, actions, and governance of any CSLMV committee as long as the rules are consistent with these bylaws.
Section 15.5. Terms of Special CSLMV Committee Leaders.
All special group and committee leaders shall serve a one-year term plus a consecutive year term for a total of two years at which time a new leader shall be elected.
ARTICLE 16 - CORPORATE OFFICERS OF CSLMV
Section 16.1. Identity of Corporate Officers.
The corporate officers of CSLMV shall be a President, a Vice President, a Secretary, and a Treasurer/ Chief Financial Officer. Corporate officers shall be elected by the CORE Council in the manner specified in Section 14.10(c) of these bylaws.
Section 16.2. Combination of Offices.
Any two or more offices, other than the offices of President and Treasurer, may be combined.
Section 16.3. Powers of Corporate Officers.
The corporate officers shall have the authorities, powers and duties usually accorded or pertaining to such respective officers, except as the CORE Council may, from time to time, enlarge upon or limit the same.
Section 16.4. President.
The President shall be the Chief Executive Officer of CSLMV, and shall preside over all meetings and all CORE Council meetings. The President shall have such other powers and duties as the CORE Council or the bylaws may require.
Section 16.5. Vice President.
If the President is absent or otherwise unable to serve, the Vice President shall perform all duties of the President. When so acting, a Vice President shall have the powers and duties, and be subject to all restrictions on the President. The Vice President shall have such other powers and duties as the CORE Council or the bylaws may require.
Section 16.5. Secretary.
The Secretary shall keep or cause to be kept (refer to Policy and Procedures Manual) at CSLMV's principal office, or such other place as the CORE Council may direct, a book of minutes of all meetings, proceedings, and actions of the CORE Council, of committees of the CORE Council, and of members' meetings, as well as electronic files (refer to Policy and Procedures Manual). The Secretary shall keep or cause to be kept, at the principal office of CSLMV, a copy of CSLMV's articles of Incorporation and bylaws, as amended to date.
The Secretary shall also keep a record of CSLMV's members, showing each member's name, physical address, telephone number(s), and e-mail address. The Secretary shall give notice of all meetings of members, of the CORE Council, and of committees of the CORE Council that these bylaws require to be given (refer to Section 7.1, 7.3, & 7.4) The CORE Council shall keep the corporate seal in safe custody.
Section 16.7 Treasurer/ Chief Financial Officer.
The Treasurer/ Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of CSLMV's properties and transactions. The Treasurer. CFO shall send, or cause to be given, to the members of CSLMV and of the CORE Council such financial statements and reports as are required to be given by law, by these bylaws, or by the CORE Council. The books of account shall be open to inspection by any member of the CORE Council at all reasonable times (refer to Policy and Procedures Manual). The Treasurer/ CFO shall (1) deposit, or cause to be deposited, all money and other valuables in the name of CSLMV with such depositories as the CORE Council may designate; (2) disperse CSLMV's funds as the CORE Council may order; and render to the President of the CORE Council, when requested, an account of all transactions and of the financial condition of CSLMV.
If required by the CORE Council, the Treasurer/ CFO shall give CSLMV a bond in the amount and with the surety or sureties specified by the CORE Council for faithful performance of the duties of the office and for restoration to CSLMV of all its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Treasurer/ CFO on his or her transaction, resignation, retirement, or removal from office.
Section 16.8 Authorized Signatures. All checks, drafts, or other orders for payment of money shall be co-signed by two authorized signatures.
ARTICLE 17- CONTRACTS WITH MEMBERS OF THE CORE COUNCIL
Section 17.1. Contracts with Members of the CORE Council.
No member of the CORE Council of CSLMV may have a material financial interest in any contract with CSLMV unless the transaction is approved by the majority of all the other members of the CORE Council not having any financial interest.
ARTICLE 18 - CONSENSUS DECISION MAKING AND SHARED LEADERSHIP
Section 18.1. Consensus Decision Making.
Although the general and specific powers of the Senior Minister, the CORE Council, and the members of CSLMV are delineated in these bylaws, it shall be the general policy of CSLMV to reach decisions by consensus. This means that the Senior Minister, the CORE Council, and the members of CSLMV allow all ideas to be heard in order to reveal the wisdom of the group (refer to Policy and Procedures Manual).
ARTICLE 19 -INDEMNIFICATION AND INSURANCE
Section 19.1. Indemnification.
CSLMV shall indemnify the members of the CORE Council and its Corporate Officers, and may indemnify employees and other persons, including persons formally occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with their conduct and actions as trustees, officers, employees, or other person.
Except as otherwise determined by the CORE Council in a specific instance, expenses incurred by a person seeking indemnification under these bylaws in defending any proceeding shall be advanced by CSLMV before final disposition of the proceeding, on receipt by CSLMV of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person s entitled to be indemnified by CSLMV for those expenses
Section 19.2. Insurance.
CSLMV shall have the right, and shall use its best efforts, to purchase and maintain insurance on behalf of the members of the CORE Council, its Corporate Officers, employees, and other agents, to cover any liability asserted against or incurred by any member of the CORE Council, Corporate Officer, employee, or agent on such capacity or arising from the member's, Officers, employees', or agents' status as such.
ARTICLE 20 - MEMBERSHIP RECORDS
Inspection of Membership Records. Without the prior written consent of the CORE Council, no member of CSLMV shall be authorized to use member record for any purpose.
ARTICLE 21 - ACCOUNTING RECORDS AND MINUTES
Inspection of Accounting Records and Minutes. On written request, and with approval of the CORE Council, any member of CSLMV may inspect, the accounting books and records, the minutes of the CORE Council, committee meeting minutes at any reasonable time for a purpose reasonably related to the members interest as a a member, subject to redaction of any personal information. This right of inspection extends to the records of any subsidiary of CSLMV. Without the prior written consent of the CORE Council, no member of CSLMV shall be authorized to use the aforementioned information.
ARTICLE 22 - INSPECTION OF ARTICLES AND BYLAWS
CSLMV 's Articles of Incorporation and the bylaws shall be opened to inspection by the members of CSLMV at all reasonable times during office hours.
ARTICLE 23 - INSPECTION BY CORE COUNCIL
Every member of the CORE Council shall have the right at any reasonable time to inspect all books, records, documents and physical properties of CLMV for any reasonable purpose.
ARTICLE 24 - ADOPTION, AMENDMENT, OR REPEAL OF BYLAWS
Bylaws may be adopted, amended, or repealed by approval of the CSLMV members or the CORE Council, except that;
(a) A bylaw specifying or changing a fixed number of members of the CORE Council or the maximum or minimum number or changing from a fixed to a variable board or vice versa may only be adopted by approval of the members of CSLMV.
These bylaws were herein added on digital format by CORE Council Secretary, Cara Minyard, on February 8th, 2022