THE COUNCIL OF MAGICKAL ARTS BYLAWS
Restated as of April 14, 2013
ARTICLE 1- PRINCIPLE OFFICE AND AGENT
The principle office of the Corporation will be located at 2825 Bomar Avenue; Ft. Worth, TX 76103- 2347. The Corporation may have additional offices at other locations, as the Board of Directors may from time to time determine, providing such offices are under the control of a Member of the Corporation. The Board of Directors may contract to establish a principal office for a period not to exceed ten years.
The Corporation will maintain a registered office and agent in Texas. The registered office may, but need not, be identical with the Corporationís principal office in Texas. The board may change the registered office and agent as permitted in the Texas Organization Code.
ARTICLE II - MEMBERS
The Corporation shall have one class of Voting members:
A. Voting members are defined as
- Lifetime (Paid in advance or voted)
- Yearly (Paid yearly)
- Regular (6 months paid with every ticket purchased)
B. Non-Voting members are defined as
- Youth (under 18)
- Temporary or Comp (Used for entertainment, or guests, good only for the event issued.)
Membership shall be open to all who subscribe to the purposes of the Corporation and are current in their payment of dues. Dues for each class of membership and classes shall be set from time to time by the Members voted policy.
An Individual membership shall be defined as one adult (age 18 or older) and an unlimited number of minor children or legal wards of the aforementioned adult. Each adult member shall have one vote and shall receive one copy of all official correspondence or literature. Membership in the Corporation is not transferable or assignable.
The Corporation owns all real property and personal property, including all improvements located on the Corporationís festival grounds, acquired by the Corporation. A member has no interest in specific property of the Corporation. Each member waives the right to require partition of all or part of the Corporationís property.
Members shall have such qualifications and rights as are specified or reserved for members of a nonprofit corporation under the Texas Non-Profit Corporation Act.
The Members expressly reserve for their determination and authorization the powers to approve the following:
A. Any acquisition, purchase, transfer or sale of assets with a value of $5,000 or more, including any assets owned or mortgaged by the Corporation, including the property at 9706 Anchor Ranch Loop, Cistern, Fayette County, Texas;
B. Borrowing or lending corporate funds;
C. Entering into contracts in the name of the Corporation for term longer than a year;
D. Electing, removing, rescinding or replacing Directors by a majority vote;
E. Amending the Bylaws;
F. Paying wages to Directors, Officers or Employees; and
G. Any other act contemplated to be taken on behalf of the Corporation that does not directly relate to corporate office location or a festival unless specifically enumerated in these bylaws by a vote of the membership.
The Members may delegate any one or more of such powers to the Board of Directors.
Members shall assemble at festivals twice a year to observe the religious holidays of Samhain and Beltane.
Any Business Meeting of the Membership shall be held on a Saturday or Sunday during the corporationís regularly scheduled seasonal celebrations on CMAís festival property near Cistern, Texas if possible. Should this not be possible, notice of change shall follow corporate policy.
During the Samhain festival, or within 30 days of the originally scheduled date as the Executive Director shall determine should acts of vandalism, extortion, terrorism, ransom, fire, natural or man-made disaster prevent such an assembly at festival, members shall hold an annual General (Great Works) Business meeting for the following purposes:
A. Electing Members of the Board of Directors
B. Electing District Representatives
C. Transactions of any such business as may properly come before such a meeting.
During the Beltane Festival, or within 30 days of the originally scheduled date as the Executive Director shall determine should acts of vandalism, extortion, terrorism, ransom, fire, natural or man-made disaster prevent such an assembly at festival, members shall hold a General (Great Works) Business meeting for the transaction of any such business as may properly come before such a meeting.
Members may vote in person, or via the corporationís secure electronic process (if any) or by proxy executed in writing. No proxy shall be valid after the meeting for which it was executed.
No notice of any annual meeting shall be required.
Failure to hold an annual meeting shall not work forfeiture or dissolution of the Corporation.
Special Meetings of the Members may be called by the Executive Director and shall be called by the Executive Director upon the written request of any two Directors or by a Member in good standing through the following means:
A. Delivery of a petition, signed by a quorum as defined in section 2.07, with specific Agenda Items, to the Director of Records or the Executive Director by Certified Mail.
B. Delivery of sufficient funds to cover any and all mailing costs incurred through notice of a special meeting request for dates other than the scheduled Fall and Spring Business Meetings, as set forth in item 2.08 to the Director of Finance or Executive Director.
The Director of Records shall cause written notice stating the place, day and time of any meeting, and in the case of a Special Meeting the Specific Agenda Items for which such meeting is called, to be delivered no less than 14 nor more than 60 business days prior to the date of the meeting to each Member entitled to vote at such a meeting. Such notice shall be given by mail.
A quorum shall be defined as 1/10th or 10% of the current voting members, or 100 members, whichever is less.
ARTICLE III - BOARD OF DIRECTORS AND OFFICERS OF THE CORPORATION
The affairs of the Corporation shall be managed by the Board of Directors, which shall have all corporate powers allowed by law except those reserved to the Members in Section 2.03.
The Board of Directors shall consist of no fewer than three and no more than thirteen Directors. The number of Directors may be increased or decreased, within the constraints specified, provided that no decrease shall shorten the term of any incumbent Director. Directors shall be elected for a one-year term of office beginning January 1 of each calendar year.
For the purposes of the corporation the Board of Directors and Officers of the Corporation shall consists, at a minimum of a Executive Director (President), Assistant Executive Director, Director of Records (Secretary), Director of Finance (Treasurer) and Director of Communications. Other Directors may be elected as deemed necessary by the membership provided that the election of said Director(s) shall not cause the total number to exceed thirteen.
The Executive Director shall preside over meetings of the Board of Directors, shall have general and active management of the affairs of the Corporation, shall see that all orders and resolutions of the Board are carried into effect and shall carry out the duties customarily performed by the office of President. The Executive Director shall perform such other duties as are assigned by the Board of Directors from time to time. The Assistant Executive Director shall, in the absence of the Executive Director, perform the duties and exercise the powers of the Executive Director. The Assistant Executive Director shall supervise CMA Societies and be an advocate for the Membership. The Assistant Executive Director shall perform other such duties as are assigned by the Board of Directors or delegated by the Executive Director from time to time.
The Director of Records shall act as secretary of all meetings of the Members and of the Board of Directors and keep proper minutes of such meetings as part of the Corporate records, provide copies of meeting minutes to members and other Directors, cause all notices required of the Corporation to be given properly, manage the membership rolls, maintain Corporate archives of official documents, be the official keeper and issuer of proxies, and in general perform the duties customarily carried out by the office of Secretary. The Director of Records shall also perform such other duties as are assigned by the Board of Directors or authorized by the Executive Director from time to time.
The Director of Finance shall keep records of finances, write checks receive all money paid to the Corporation and deposit all such funds in such banks or other depositories as designated by the Board of Directors ensure that tax returns are filed in a timely manner, and provide the Membership with semiannual financial reports of the Corporation. The Director of Finance shall in general perform the duties customarily carried out by the office of Treasurer and such other duties as are assigned by the Board of Directors or are authorized by the Executive Director from time to time.
The Director of Communications shall oversee the corporationís media presence. The Director of Communications shall also perform such other duties as are assigned by the Board of Directors or authorized by the Executive Director from time to time.
Quorum for a meeting of the Board of Directors shall be defined as two-thirds (2/3) of the current Directors. The Directors shall act only as a Board and shall have no power individually.
A Director may vote in person or by proxy executed in writing. No proxy shall be valid after three months from the date of its execution.
Any Director may resign at any time, orally or in writing, by notifying the Executive Director or the Director of Records. Any such resignation shall take effect at the time specified in the notification, without necessity of acceptance by the Board.
Proper notice of any meeting of the Board of Directors is accepted as being given to any Director who attends a meeting, sends a duly recognized and assigned proxy or attends for the specific purpose of objecting to the transaction of any business because the meeting, in his or her opinion, has not been lawfully called.
When it determines that the best interests of the Corporation will be served thereby, the Board of Directors by a majority vote of a quorum as defined in Section 3.02 may suspend any Director with cause until a Special Membership Meeting shall be called for the General Voting Membershipís determination and/or ratification.
Should a vacancy occur on the Board of Directors by resignation, removal, or otherwise, the Executive Director may appoint an interim Director to carry out the duties of the vacated office until an election can take place.
The Board of Directors shall establish and maintain a duplicate copy of all corporate records and store them in a secure location separate from the primary copy of corporate records. Said duplicate copies shall be maintained under the control of a current member of CMA. The Board of Directors may contract for storage of the duplicate records for a term of between one and ten years.
The Board of Directors shall at beginning of its term of office review all corporate policies and procedures for relevance to current corporate practice and, if it determines that the best interests of the Corporation will be served thereby, will remove, amend or add to them.
The Board of Directors may invest corporate funds in certificates of deposit, or other FDIC insured investments.
ARTICLE IV Ė OTHER ELECTED OFFICIALS
The Members shall elect District Representation in conjunction with electing the Directors at the annual meeting of the Members. Officers shall be elected for a one-year term of office beginning January 1 of each calendar year, but each Officer shall hold office until his/her successor shall have been duly chosen and qualified or until his/her death, resignation, or removal in the manner hereafter provided.
Any Elected Official may resign at any time, orally or in writing, by notifying the Board of Directors, the Executive Director, or the Director of Records. Any such resignation shall take effect, without necessity of acceptance by the Board, at the time specified in such notification, which shall not be less than thirty days.
The Board of Directors may suspend any Elected Official, at any time, with cause, when it determines that the best interests of the Corporation will be served thereby. Said suspension shall follow procedure as outlined in Section 3.04.
Any vacancy occurring in any office by resignation, removal, or otherwise shall be filled by election by the Members for a new Elected Official for the unexpired portion of the term. The Executive Director may appoint an interim Elected Official to carry out the duties of the vacated office until an election can take place.
ARTICLE V Ė CONTRACTS, BANK ACCOUNTS, ETC.
The Board of Directors may authorize any Officer or agent to enter into any contract or execute any legal instrument on behalf of the Corporation to the extent permitted by Section 2.03. The Board may at its discretion grant general authority or confine authorization to specific instances.
The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the members and Board of Directors and shall keep at the registered office or principle office in this State a record of the names and addresses of its members entitled to vote. A member of the Corporation, on written demand stating the purpose of the demand, has the right to examine and copy, in person or by agent, accountant, or attorney, at any reasonable time, for any proper purpose, the books and records of the Corporation relevant to that purpose, at the expense of the member.
The Corporation shall maintain current true and accurate financial records with full and correct entries made with respect to all financial transactions of the Corporation, including all income and expenditures, in accordance with generally accepted accounting practices. All records, books, and annual reports (if required by law) of the financial activity of the Corporation shall be kept at the registered office or principal office of the Corporation in this state for at least three years after the closing of each fiscal year and shall be available to the public for inspection and copying there during normal business hours. The Corporation may charge for the reasonable expense of preparing a copy of a record or report.
ARTICLE VI Ė COMMITTEES
The Corporation shall have, or cause to be formed, such committees it deems necessary to assist in running the day-to-day affairs of the Corporation. Governance and actions of such committees shall be outlined by Corporation policy.
ARTICLE VII Ė MISCELLANEOUS
The fiscal year of the Corporation shall end on the last day of December of each calendar year.
In the event of dissolution of the Corporation, the Board of Directors shall dispose of the capital assets and real property of the Corporation in accordance with all applicable state and federal law.
The Corporation may indemnify present and former Officers and Directors for expenses and costs (including attorneyís fees) actually and necessarily incurred by such person in connection with any claim asserted by reason of such personís being or having been an Officer or Director, except for expenses and costs incurred as a result of such personís negligence or willful misconduct.
All Business and Special Meetings of the Membership shall be conducted under Robertís Rules of Order. A modified version of Robertís Rules of Order may be substituted if a majority vote of the attending membership so designates and specifies such modifications, or may be suspended by the membership using the same criteria.,
As long as the Corporation exists, and except with the Boardís or the Membersí prior approval, no member, director, or officer of the Corporation may:
A. Do any act in violation of these Bylaws or a binding obligation of the Corporation.
B. Do any act with the intention of harming the Corporation or any of its operations.
C. Do any act that would make it impossible or unnecessarily difficult to carry on the Corporationís intended or ordinary business.
D. Receive an improper personal benefit from the operation of the Corporation.
E. Use the Corporationís assets, directly or indirectly, for any purpose other than carrying on the Corporationís business.
F. Wrongfully transfer or dispose of Corporation property, including intangible property such as good will.
G. Use the Corporationís name (or any substantially similar name) or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation in the ordinary course of its business.
H. Disclose any of the Corporationís business practices, trades secrets, or any other information not generally known to the business community to any person not authorized to receive it.
ARTICLE VIII Ė AMENDMENTS
These Bylaws may be altered, amended or repealed by a 75% actual vote of the current membership attending any general business meeting provided the due process of the Corporation's policy has been followed and that no new bylaw may be adopted and no existing bylaw may be amended or repealed at the meeting at which such adoption, amendment, or repeal is first proposed.
Amendments to the Bylaws must be posted as an addendum to the bylaws and dated as to the time of member approval.