ByLaws of Church of the Spiral Tree

nonstock - nonprofit

Corporate Headquarters
P.O. Box 186
Auburn, AL 36831-0186

PREAMBLE

Purpose:The Church of the Spiral Tree (CST) is a non-profit, volunteer-staffed, ecumenical pagan church, designed to foster and celebrate a sense of community and family among pagans, both locally and in other regions of the country/world. CST celebrates the unique pagan family: parents, children, elders, and extended family. It is an ecumenical church in that it encompasses all traditions, and is non-exclusive. It welcomes all who revere the Earth Mother and who respect themselves and others, regardless of which tradition one is affiliated with.

To the above ends we do hereby adopt and enact the following Articles:

ARTICLE I
NAME

1.1: The name of the corporation shall be Church of the Spiral Tree, Inc., and is a non-profit 501(c)(3) religious organization, incorporated in the United States under the laws of the State of Alabama.

ARTICLE II
OFFICES

2.1: The principal office of the Church shall be in the state of Alabama, county of Lee. The Church may also have offices at such other places within or without the state of Alabama as the Board of Directors may from time to time determine or the activities of the Church may require.

ARTICLE III
PURPOSE

3.1: The purpose of this Corporation shall be as outlined in the Articles of Incorporation; and specifically the following:
3.1.1: To foster and celebrate a sense of community and family among pagans, both locally and in other regions of the country/world, and to recognize and celebrate the unique pagan family: parents, children, elders, and extended family;
3.1.2: To provide an ecumenical church that welcomes all who revere the Earth Mother and who respect themselves and others, regardless of which tradition one is already affiliated with, recognizing that all paths are one path;
3.1.3: To assist those who are searching for alternatives to presently established religions and institutions; to also assist individuals in the integration of life-affirming values and practices into present religious/spiritual paths; to assist individuals in retaining and enriching past affiliations where desired and rejecting that which is negative or no longer relevant to the individual;
3.1.4: To furnish a central headquarters and establish branch offices (called Churches, Groves, Branches, or Temples) through which seekers may locate and communicate with each other, and to buy, sell, own, hold, mortgage, or otherwise encumber, lease, or otherwise hold and dispose of real and personal property necessary to properly establish, fit up, and maintain such places;
3.1.5: To encourage reading, study and growth on the part of members and friends, and to make available literature in various relevant fields;
3.1.6: To publish newsletters, papers, magazines, pamphlets, books, directories and other materials deemed appropriate to the purposes of the Church by the Board of Directors or its delegated authority;
3.1.7: To establish and maintain religious orders, communities, daycare cooperatives, homeschooling cooperatives, schools, colleges, libraries, research facilities, wilderness sanctuaries and retreats, camps, festivals, rites and rituals in accordance with the principles of this Church;
3.1.8: To provide for all possible means for recycling the bodies of deceased members consistent with eco-psychic awareness and personal will;
3.1.9: To make provision to establish and ordain various sacraments of Church of the Spiral Tree;
3.1.10: To receive money, property, and values of every kind heretofore donated, contributed, collected, and held, and to receive, and hold money, property and values of every kind that might be donated, contributed, collected and held, for the benefit of this religious organization;
3.1.11: To work, associate, and affiliate with other similarly oriented individuals, churches, agencies and groups promoting peace, love, joy, freedom, mutual respect and cooperation among peoples, tribal community, planetary stewardship, personal awareness and development, celebration of life, and the recovery of natural wilderness, and to aid and support such people in such efforts as shall be found not to be in conflict with the purposes and principles of this Church; and
3.1.12: To engage in and promote any functions, services and activities deemed appropriate, necessary or expedient for the purposes of the Church by the Board of Directors, its delegated authority, or the directors of the various Subordinate Organizations.

ARTICLE IV
MEMBERSHIP

4.l: Membership. Membership shall consist of those who understand the principles of the Church, who have made written application, paid the annual dues, and have been accepted by the Board of Directors or its delegated authority. The form of application shall be that approved by the Board of Directors or its delegated authority.

4.l.1: Dues. The annual membership dues and amounts shall be determined by the Board of Directors. The treasurer shall collect all membership funds and administer them in accordance with established policy as determined by the Board of Directors.
4.l.2: Work Trades and Scholarships may be considered in place of dues on a case by case basis upon the approval of the Board of Directors or its delegated authority.
4.2: Youth Memberships. Minor children under the age of 18 may join the Church as Youth Members upon filing a Youth Membership Application which includes a signature of parent or guardian granting permission and approval.
4.3: Active Membership. Members whose annual dues are current shall be referred to as Active Members, with full voting privileges, subscription to the membership newsletter, notices of CST festivals, events and membership discounts at paid functions. Those whose dues are in arrears shall be regarded as inactive members, and their voting privileges, subscription to the membership newsletter, notices of CST festivals, events and membership discounts at paid functions shall be suspended until such time as they renew their memberships with a payment of the annual dues.

ARTICLE V
MINISTERS

5.1: Ministers. Upon application and payment of fees, the Church may ordain a member over the age of 18 as a Minister and issue a Minister's Certificate. Licensed CST Ministers shall be authorized to perform such legal sacraments as weddings, funerals, and baptisms.

5.1.1: Ordination as a minister does not confer "Elder" or High Priest/ess" status.
5.1.2: A Minister may form his/her ministry as a Subordinate Organization subject to the provisions of Article IX.

ARTICLE VI
BOARD OF DIRECTORS

6.1: Management of the Church shall be vested in a Board of Directors, consisting of the three corporate officers (President, Vice-President, and Secretary/Treasurer) and one or more Members-at-Large.

6.1.1: Any active member of the Church may attend any meeting of the Board of Directors as a non-voting observer.
6.1.2: Conflict of interest. No member of the Board shall vote on a matter from which they would derive direct financial gain or loss.
6.2: At the Annual Meeting of the General Membership, members of the Board of Directors shall be elected by a vote of the Active Membership. The President, Vice-President, and Secretary/ Treasurer shall serve as officers both for the Board of Directors and for the Corporation. All members of the Board of Directors must be active members in good standing and qualified to perform the duties of their office.
6.3: Any Director, member of a committee or council, or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary/Treasurer. The acceptance of a resignation shall not be necessary to make it effective.
6.4: If the office of any Director, member of a committee or council, or other office becomes vacant, the remaining Directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such a vacancy, and to hold office for the unexpired term and until his successor shall be duly chosen.
6.5: Directors shall not receive any stated salary for their services as directors or members of committees or councils, but by resolution of the Board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Church in any other capacity as an office, agent, or otherwise, and receiving compensation therefore.
6.6: The powers of the Board of Directors shall be those usually assigned to such Directors. They are subject to limitation or specification at any meeting of the Board. They shall specifically include the following powers:
6.6.1: To call regular or special meetings of the Directors or of the membership, on initiative of the President, or by mutual agreement of two or more of the Directors;
6.6.2: To make rules and regulations not inconsistent with the laws of the State of Alabama or the Bylaws of this Corporation, for the guidance of officers, Directors, and members;
6.6.3: To make rules and regulations for the use and management of all Church property, whether real or personal, and to change such rules and regulations at such time and in such manner as to said Board of Directors, or Directors of Subordinate Organizations, shall seem right and proper;
6.6.4: To issue certificates of Charter to members in other areas when they wish to establish a local Grove, or to establish Subordinate Organizations, upon conditions to be determined by the Board or its delegated authority;
6.6.5: To determine what shall be due and reasonable compensation to be paid any member of the Corporation for services rendered to or for the Corporation, affecting one or more of its purposes; and
6.6.6: To maintain, at the Central Office, confidential files on all members, active and inactive, and such other records as may be deemed necessary adequately to carry out the purposes of the Corporation.
6.7: The Board of Directors shall have full power and authority to borrow money on behalf of the Corporation, including the power and authority to borrow money from any of the members, Directors, or officers of the Corporation, and to otherwise incur indebtedness on behalf of the Corporation, and to authorize the execution of promissory notes, or other evidences of indebtedness of the Corporation, and to agree to pay interest thereon to sell, convey, alienate, transfer, assign, exchange, lease, and otherwise dispose of, mortgage, pledge, hypothecate, and otherwise encumber the property, real or personal, and the franchises of the Corporation to purchase, lease, and otherwise acquire property, real and personal, on behalf of the Corporation; and generally to do and perform, or cause to be done and performed, every act which the Corporation may lawfully do and perform.
6.8: The Board of Directors shall have summary power to suspend or expel any member of the Church, or suspend their rights and privileges for conduct which in its opinion disturbs the order, dignity, business or harmony, or impairs the good name, popularity or prosperity of the organization, or which is likely in its opinion, to endanger the welfare, interest or character of the organization, or for any conduct in violation of these Bylaws or of the rules and regulations of the Corporation, which may be made from time to time. Such action by the Board of Directors may be taken at any meeting of such Board upon the initiative of any member or members thereof in accordance with established procedures set forth by the Board of Directors.
6.8.1: Veto. The proceedings of the Board of Directors shall be final and conclusive, unless overruled by majority vote of the active membership, acting as a board of appeal.
6.9: Dialogue with membership. The mission of the Board collectively and of each member individually shall include, within reason, seeking input from the membership on all major decisions, especially from concerned parties.
6.10: Limitations. Except in cases in which the Board finds a compelling interest, or in areas in which a dispute arises, the Board shall exercise the minimum necessary power to coordinate the business of the Church as a whole, empowering the membership including Subordinate Organizations, Groves and Branches to exercise maximum autonomy. It shall limit itself to matters of the whole body, unless a dispute comes up within a Subordinate Organization or Grove or regarding an individual or relationship within the Church, and the parties concerned elect to refer their dispute to the Board for resolution. If such a dispute does arise, the Board shall still encourage the Subordinate Organization or Grove to resolve the conflict internally and offer suggestions for doing so. Only if the Board finds a compelling interest shall it take action in the internal matters of a Subordinate Organization, Grove or Branch.
6.11: The Board of Directors shall constitute a nominating committee for Directors to serve on the Board. Their recommendations shall be presented by the Secretary to the Annual Meeting of the General Membership. Other nominations may be made by any active member present at said meeting, or submitted to the Board prior to the annual Board meeting for inclusion on the ballot to be published in the next edition of the general membership newsletter.

ARTICLE VII
OFFICERS

7.1: The Officers of the Corporation shall be a President, a Vice-President, a Secretary, and a Treasurer. The offices of Secretary and Treasurer may as needed by combined into one office and held by one person. These officers shall also serve as the Board of Directors of the Church, along with one or more Members-at-Large, as per Article VI.
7.2: At the Annual Meeting of the General Membership, these officers/Directors shall be elected by a vote of the Active Membership. All officers must be active members in good standing and qualified to perform the duties of their office. The incumbent officers shall be automatically nominated for office again each year; other nominations may be made by any active member at the Annual Meeting or any time within a month prior to the Annual Meeting, by sending notice to the current Directors, by mail or by email.
7.3: The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.
7.4: The President shall be the chief executive officer of the Corporation, and shall preside at all meetings of the Board of Directors and the General Membership. The President shall be an active member of the Church. S/he shall have general charge of the business of the Corporation, and shall execute, with the Secretary, in the name of the Corporation, all deeds, bonds, contracts, and other obligations and instruments authorized by the Board of Directors.

7.4.1: The President shall also have such other powers and shall perform such other duties as may be assigned by the Board of Directors.
7.5: The Vice-President shall be vested with all the powers and shall perform all the duties of the President in case of the absence or disability of the President. The Vice-President shall be an active member and be familiar with the administrative procedures of the corporation.
7.5.1: In the case of resignation, permanent disability, or death of the President, the Vice-President shall serve as President Pro Tem and the Board shall appoint a new Vice-President Pro Tem until the next Annual Meeting of the General Membership in accordance with the qualification of the office of Vice-President as set forth in Article 7.4.
7.5.2: The Vice-President shall also have such other powers and shall perform such other duties as may be assigned by the Board of Directors.
7.6: The Secretary shall keep records of all regular and special meetings of the Board of Directors, and forward these records to the members of the Board, and the membership. The Secretary shall also notify members of the Board of the time, place, and planned agenda of the regular Board meetings. Notices should be sent at least two weeks prior to each regular meeting, and as early as possible before a special meeting. Notice of the time and place of future meetings shall be published in a general membership publication and/or be posted to the membership via CST mailing lists.
7.6.1: In case of the absence or disability of the Secretary, or refusal or neglect to act, notices may be given and served by the President, or by the Vice-President, or by any person authorized by the President or the Vice-President, or by the board of Directors.
7.6.2: The Secretary also serves as the correspondent of the Corporation with persons representing the State of Alabama, and files whatever reports and forms may be required by the State on an annual or ongoing basis.
7.6.3: Minutes of Board meetings shall be prepared by the Secretary and distributed to the Board members and Priesthood not more than two weeks after each meeting.
7.6.3.1: The Secretary shall send minutes for meetings in detail to those active members who request them and who pay for mailing and preparation time. Requests may be fulfilled via e-mail if so requested.
7.7: The Treasurer shall receive and safely keep all funds of the Corporation and deposit same in such bank or banks as may be designated by the Board of Directors. Such funds shall be paid out only on the cheque of the Corporation signed as directed by the Board of Directors. The Treasurer shall also control the keeping of the books and accounts of the Corporation, and is responsible for the filing and payment of any moneys required by the State of Alabama.

ARTICLE VIII
ADMINISTRATION

8.1: Administration of Church operations shall be coordinated by a Director of Operations who shall be primarily responsible for day-to-day administration of the Church. This Director of Operations may, as needed, be one of the officers of the Church.
8.2: The Director of Operations shall report directly to the Board of Directors. In cases where the Church becomes incorporated in other countries, each country shall establish an Administrative Operation to manage local operations and Subordinate Organizations.
8.3: Subordinate Organizations shall coordinate their activities through the administration office. In each country where the Church is incorporated, the local organization may establish such Subordinate Organizations as it deems appropriate for its needs.
8.4: National Management Councils. In countries other than the United States, local administrative operations may constitute within their administration a management council made up of local members to form local policy within the overall charter and Bylaws of the Church.

ARTICLE IX
MEETINGS

9.1: Board of Directors. Regular meetings of the Board of Directors shall be held quarterly. At each meeting of the Board of Directors, meeting dates for the following two meetings, at least, shall be determined. Special meetings may be held whenever deemed necessary by the Board of Directors.

9.1.1: Notices. The Secretary of the Corporation shall send notices of regular meetings of the Board of Directors, together with proposed agenda items to members of the Board and any person directly affected by any item two weeks prior to such meetings. Notice of special Board meetings shall be made as early as possible. Notice of regular meetings shall also be made to the general membership in advance by mailed publication and by electronic publication in Church of the Spiral Tree electronic forums. Notice of special meetings shall be made to the general membership in advance by electronic publication, and by mailed notification if time permits.
9.2: General Membership. The Board of Directors shall cause to be convened each year a general meeting of the Corporation, which shall be open to all members. At this meeting will be held the election of officers, approval of any Bylaws changes submitted by the Board of Directors, and any other business deemed necessary by the Board of Directors or General Membership.
9.2.1: Notice of the Annual Meeting shall be made each year at least two months in advance of the date of the meeting to all Active Members of the Church.
9.2.2: The General Membership may override any action taken by the Board of Directors which it finds objectionable.
9.3: Councils and Committees. Unless otherwise specified elsewhere in these Bylaws, Councils and committees shall meet as often as necessary to carry out the business of that Council or committee.
9.4: A quorum to conduct business at meetings of any Council or committee shall consist of a number to be determined by that particular body.

ARTICLE X
DECISION-MAKING

10.1: Except as specified elsewhere in this article, decision-making at any meeting shall be limited to those present who are Active Members both of the Church and of the particular body meeting.
10.2: Consensus. All formal decisions shall be passed by consensus except in exigencies as described below. Consensus is defined as the integration of all points of view into an accord sufficient that no passionate objections remain. Methods for reaching consensus shall be described by policy recommendations issued by the Board. Councils and committees may adopt such procedures as they find most effective.
10.3: Exigent Decisions. If a decision is urgently needed and thorough discussion of an issue indicates irreconcilable disagreement, the Secretary shall record a failure to reach consensus and put the matter up for a vote. In such cases, a two-thirds majority will be required for passage of the motion, and the percentage of opposing votes shall be noted in the minutes.
10.4: Mail-In Ballots. Voting for Board of Directors members and expression of preferences on proposed Bylaw changes by mail-in ballot shall be allowed for the General Meeting. Space for brief commentary will be provided on the ballot. Items on the advance agenda of the General Meeting, such as elections of officers and amendments to these Bylaws, shall be listed on the ballot. Mail-in ballots shall be sent to all Active Members at least one month prior to the General Meeting. All mail-in ballots must be received at the CST Central office by one week prior to the General Meeting. Mail-in votes shall be added to the in-session votes of the General Meeting.

10.4.1: Members attending the General Meeting, or choosing to vote by proxy, may not submit mail-in ballots.
10.5: Proxy Voting. Any member of any Council or committee who cannot attend a meeting of that Council may give their written proxy to another member of that Council before that meeting. Any member of any Council attending a meeting who has to leave before casting a vote may give their verbal proxy to another member of that Council who will be present for the remainder of the meeting. Any active member of the Church may give their written proxy to another member for the purpose of voting at the General Meeting. Votes cast by proxy shall be counted as if they were cast in person. Proxy-holders may be required to show proof of proxy upon request.

ARTICLE XI
SUBORDINATE ORGANIZATIONS

11.1: The Corporation, acting through the Board of Directors or its delegated authority, may organize, charter, establish, and operate such Subordinate Organizations as may be found necessary or expedient adequately to carry out the purposes of the Corporation. Chartered Subordinate Organizations shall be included under the Church's Group Exemption.

11.1.1: Subsidiaries should begin as projects or provisional Subordinate Organizations and be considered for full Subordinate Organization status only after they have been active for a year and a day.
11.1.2: Subordinate Organizations shall not have the power to incur debt in the name of Church of the Spiral Tree.
11.2: Reports. Each Subordinate Organization shall submit quarterly reports of its activities and financial status to the Secretary and the Treasurer at least two weeks prior to each meeting of the Board of Directors. Provisional Subordinate Organizations should send a quarterly report to the central office.
11.3: Chartering and serving as Directors of Subordinate Organizations is open only to Active Members of the Church.
11.4: The governance of Subordinate Organizations shall be by Stewards, Directors or Councils. Should the Subordinate Organization be authorized to open a bank or checking account, there shall be three approved signatories on the account.
11.5: Should the Board of Directors determine that a Subordinate Organization is no longer functioning in the furtherance of the purposes of the Church, the Subordinate Organization's charter may be suspended or revoked by action of the Board. All assets of a chartered Subordinate Organization revert to CST Central upon revocation of their charter, unless said Subordinate Organization has separately incorporated as a non-profit entity, in which case assets shall be divided by mutual agreement or by arbitration.
11.6: Protecting people's life work within the church. In order for members to be willing to devote their lives, assets and resources to the church, each individual and Subordinate Organization shall have as much autonomy and freedom of action and expression as possible.
11.6.1: In case of irreconcilable conflict with the Church, the directors of a Subsidiary Organization would, subject to contractual agreement, have the option of removing their organization from the Church while retaining its name, function, corporate status and assets. In such a case, that organization would forfeit the coverage of the Church's Group Exemption, insurance, and any other privileges of affiliation with Church of the Spiral Tree.
11.6.2: If there is a dispute between the Board of Directors and a Subordinate Organization, or among Directors or other partners in a Subordinate Organization, and if any of these parties are not satisfied with a decision of the Board, they may seek binding arbitration by a mutually-agreed-upon party or parties, pursuant to CST's conflict resolution procedure.
11.7: Should a Subordinate Organization be disbanded, either while covered by the Church's Group Exemption, or at any time up to a year after said Subordinate has been removed from the Church, any assets revert to CST Central.

ARTICLE XII
GROVES

12.1: Grove. The basic local organizational congregational unit of Church of the Spiral Tree shall be the Grove. A Grove is a small intimate group of at least three, and it is recommended, not more than 13, Church members, organized in a local area to learn about, discuss, and creatively practice the purposes of the Church.

12.1.1: Groves shall be largely autonomous units which have agreed to adopt and practice the values and purposes of the Church and have, after applying to the Board, been granted a charter by the Board of Directors.
12.1.1.1: Groves are not required to have open meetings and may determine their own internal structure and method of participation.
12.1.2: Any new person joining a Grove must be approved by all existing members.
12.1.3: Groves shall not have the power to incur debt in the name of Church of the Spiral Tree.
12.2: Grove Steward. Each Grove shall designate an individual who takes on the major responsibilities of administration, contact and organization of either a Grove or an Incipient Grove. Such person shall be known as the Grove Steward, and they shall serve as contact and liaison to central headquarters and the Board of Directors in all matters of administration and/or corporate needs and concerns relative to their particular Grove or Incipient Grove.
12.3: Charters. In order to form a Grove, a group of at least three active Church members must apply to the Board of Directors for a charter as an Incipient Grove. Upon receipt of a qualifying Incipient Grove application, along with application fees, the Board of Directors shall issue an Incipient Grove Charter. In order to be granted a full Grove Charter, a group must have been meeting at least monthly for at least one year. Granting of a Grove Charter will be by approval of the Board of Directors.
12.4: Membership. A Grove shall maintain a minimum of three paid Church members. It may have other members who may or may not be paid Church members. Any officers in the Grove, including the Grove Steward, shall be paid Church members.
12.5: Group Exemption. Groves chartered by the Board of Directors shall be legal Subordinate Organizations of Church of the Spiral Tree as incorporated under the laws of the United States, and shall be eligible to be covered under the Church's Group Exemption.
12.6: Innovation. The Board and Clergy of the Church do not wish to impose any doctrinal constraints upon local Groves beyond the requirement that their activities be in accord with the purpose of the Corporation as stated in the Preamble and Article III of these bylaws. The Board and Clergy in fact encourage creativity and innovation on the part of all local Groves in the lawful pursuit of the goals of Church of the Spiral Tree.
12.7: Disbanding a Grove. The Board of Directors may accept and note the disbanding of a Grove or Incipient Grove upon written notification from that group's Grove Steward and the return of all Grove materials issued by the Board of Directors. The records and materials of the Grove will go into the Board of Director's "inactive" Grove file, where they will remain until or unless the group may be reactivated. If no one reactivates an inactive Grove within three years, it will be declared "discorporate" and filed accordingly. Incipient Grove Charters will lapse automatically after one year from the date of their last quarterly report.
12.8: Suspending Charters. The Board of Directors may suspend the Charter of a Grove or Incipient Grove pending investigation of problems that may be brought to the Board's attention, or if the quarterly reports (or lack thereof) from that group fail to indicate its continuing function. A Grove or Incipient Grove whose Charter has been suspended will be regarded as an inactive Grove, and its Charter may be reinstated if the group can resolve its problems to the satisfaction of the Board of Directors. If this does not happen within a year and a day, the suspended Grove or Incipient Grove will be declared "discorporate." This action may be appealed to the Board of Directors, whose decision shall be final.
12.9: Revoking Charters. The Board of Directors reserves the right to revoke either an Incipient Grove or Grove Charter for one of the following reasons:
12.9.1: The conduct of the Grove or Incipient Grove at its meetings and public functions or in its public statements is found to be incompatible with the purposes of the Corporation as stated in Article III of these Bylaws, or contrary to the laws of the Country, State or Province of residence of the Grove or Incipient Grove;
12.9.2: The conduct or statements of the Grove or Incipient Grove in its meetings and public functions or in its public statements, in the judgment of the Board of Directors, reflects unacceptable discredit on Church of the Spiral Tree, its purposes, members and Clergy; or
12.9.3: The Board of Directors has reason to believe upon investigation that the chartered group is not truly functioning as a Grove or Incipient Grove in that the contact person does not respond to queries, show evidence of membership or the holding of regular meetings or other evidence that the Chartered Grove or Incipient Grove is, indeed, functioning as a viable organizational unit of Church of the Spiral Tree.
12.10: All Assets of a chartered Grove or Incipient Grove revert to CST Central upon dissolution of that group, whether by disbanding or by revocation of their Charter.
12.11: Reactivating a Grove. If within three years, at least two members of the original group and at least one other active member of the Church are willing to resume Grove activities and regular meetings, an inactive Grove or Incipient Grove may be reactivated under its original name and Charter. If there is a dispute among the members of the original Grove over the group's reactivation, the Board of Directors may request that the name of the group be changed, and a new Charter issued under the new name, while still recognizing the legal continuity of that Grove or Incipient Grove insofar as dating its inception from the original application.
12.11.1: If a Grove or Incipient Grove Charter is suspended, the group will have three months to address and resolve the issues that resulted in that action to the satisfaction of the Board of Directors. If this can be accomplished, their Charter will be reinstated and returned after their current quarterly report is approved.
12.11.2: If a Grove or Incipient Grove Charter has been revoked by the Board of Directors, there is no further appeal. The re-establishment of a CST Grove in that area will require starting all over, with a new application, under a different name and with a new Grove Priest/ess.

ARTICLE XIII
BRANCHES

13.1: Branches. If a chartered Grove desires, or if two or more Groves form in close proximity, they may form a local Church of the Spiral Tree Branch, designated with an appropriate local identification. This would then become the public body that would hold open meetings and services, be listed in Church publications and electronic media, advertise in the Yellow Pages, etc. with the original Grove or Groves taking a less public position, and no longer expected to hold open meetings.

13.1.1: Administration. The local Grove, or group of Groves, shall form a Grove Council, Branch Council, or other administrative body to operate the Branch. Members of such an administrative body must all be active members of Church of the Spiral Tree, and should include at least one High Priest/ess; i.e., a person with a 3rd Degree ranking from an established tradition.
13.1.3: Membership in the international Church of the Spiral Tree does not automatically confer membership in any local Grove or Branch.
13.2: Charters. In order to form a local Branch, at least five active members of CST representing one or more chartered Groves must apply to the Board of Directors for a charter. Upon receipt of a qualifying Branch application, along with application fees, the Board of Directors may issue a Branch charter.
13.2.1: A year and a day waiting period is required for a Branch charter. During the interim period the group shall be known as a Incipient Branch.
13.3: Membership. A Branch shall maintain a minimum of five paid Church members. It may have other members who may or may not be paid Church members. Any officers in the Branch shall be paid Church members.
13.4: Group Exemption. Chapters chartered by the Board of Directors shall be legal Subordinate Organizations of Church of the Spiral Tree as incorporated under the laws of the United States, and shall be eligible to be covered under the Church's Group Exemption. Chapters shall not have the power to incur debt in the name of Church of the Spiral Tree.
13.4.1: Financial Accountability. Chapters must submit a quarterly financial statement to Church of the Spiral Tree Central Board of Directors. Failure to do so for two successive quarters shall be grounds for investigation and suspension of the Branch's Charter.
13.5: Innovation. The Board and Clergy of the Church do not wish to impose any doctrinal constraints upon Branches beyond the requirement that their activities be in accord with the purpose of the corporation as stated in the preamble and Article III of these Bylaws. The Board and Clergy in fact encourage creativity and innovation on the part of all local Branches in the lawful pursuit of the goals of Church of the Spiral Tree.
13.6: Disbanding a Branch. The Board of Directors may accept and note the disbanding of a Branch upon written notification from that group's administrative body. In such case, all Branch assets are to be delivered to Church of the Spiral Tree Central, unless the Branch has independently incorporated as a non-profit 501(c)(3) entity, in which case assets shall be divided by mutual agreement or by arbitration.
13.7: Suspending Charters. The Board of Directors may suspend the charter of a local Branch pending investigation of problems that may be brought to the Board of Director's attention. Its charter may be reinstated if the Branch can resolve its problems to the satisfaction of the Board of Directors.
13.8: Revoking Charters. The Board of Directors reserves the right to revoke a Branch Charter for reasons including but not limited to:
13.8.1: The conduct of the Branch at its meetings and public functions or in its public statements is found to be incompatible with the purposes of the corporation as stated in Article III of these Bylaws; or
13.8.2: The conduct or statements of the Branch in its meetings and public functions or in its public statements, in the judgment of the board of directors, reflects discredit on Church of the Spiral Tree, its purposes, members and Clergy; or
13.8.3: The Board of Directors has reason to believe upon investigation that the chartered group is not truly functioning as a viable organizational unit of Church of the Spiral Tree.
13.8.4: All assets of a chartered Branch revert to CST Central upon revocation of their Charter, unless said Branch has separately incorporated as a non-profit organization, in which case assets shall be divided by mutual agreement or by arbitration.

ARTICLE XIV
PROHIBITION OF DIVIDENDS

14.1: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable, as dividends or in any other manner, to its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the Articles of Incorporation and in Article III of these Bylaws.
14.2: Further, upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Law) as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Please of the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XV
FISCAL YEAR

15.1: The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

ARTICLE XVI
EXECUTION OF CORPORATION INSTRUMENTS

16.1: All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE XVII
NOTICE AND WAIVER OF NOTICE

17.1: Notice. Whenever any notice is required by these Bylaws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing.
17.2: Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Articles of Incorporation of the corporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

ARTICLE XVIII
PUBLICATIONS

18.1: Communications among the members of the Church shall be by means of different publications. The directions, purposes, policies and general operations of each of the publications are subject to the approval of the Board of Directors and the Clergy Council.
18.2: Other publications of the Church are authorized as needed.

ARTICLE XIX
AMENDMENTS

19.1: Amendments or changes in these Bylaws may be made by recommendation of the Board of Directors at any annual membership meeting or any special meeting thereof if notice thereof is contained in the notice of such special meeting, by the affirmative vote of a majority of the members entitled to vote thereat, or by the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice thereof is contained in the notice of such special meeting.
19.2: The Board shall provide reasonable opportunities for all interested members to propose amendments to the Board for recommendations, and to study recommendations passed by the Board prior to their presentation for approval at the Annual membership meeting. And no others.