6/1/98 4:00 PM INTRODUCTION TO STRAWMAN DRAFT ERAN INCORPORATION PAPERS The draft material below is meant to get the ball rolling towards the incorporation of ERLAN, ERAA, and perhaps some other organizations as working committees of the Earth Religions Assistance Association (ERAN) which is intended to become a 501C3 corporation. Among the known flaws in the strawman draft are: The logic of the three categories of Trustees idea and re-election could use some working over. The only way we will be able to reliably get a CPA/CIA auditor may be to hire one. Perhaps it may be too restrictive to require a CPA/CIA on the Board of Trustees. It may be a position on the executive board. While, I like the idea of having at least a couple of attorneys, a couple of organizers and a couple of people with business smarts and financial record keeping experience on the Board; it may be tough enough betting enough good folks to join the Board and do the work if they run at large. I'm not favoring dropping it yet, but just concerned if we would have enough volunteers willing to run for the positions. I know we have more than enough qualified people in these categories within ERLAN alone, and more in NEO-ERAA., but can we get enough who are willing to take such a position? I threw some names in the draft, but I don't even know if they are interested yet (except for me). Please, post to ERACL if you think you may be interested. I also like the idea of attorneys having the final say on legal matters, but I am not sure that a couple of attorneys should have overall veto power on everything. Perhaps some sort of standing committee of attorneys may be more appropriate, with veto power by consensus, along with some sort of requirement for at least one attorney's approval on legal matters. Some sort of honor code regarding members meeting their ERLAN commitments may also need to be added, that 1. Requires members to meet their commitments 2. Encourages them to not over commit themselves, and 3. Requires them to promptly let the group know if they discover that they may not be able to fulfill a commitment (as soon as they suspect that this may be the case), to try to recruit the help needed, and to re-define what they will commit to in a realistic manner promptly, when needed, and to do it. A common problem in Pagan organizations is people occupying positions of responsibility who are merely occupying the position and not doing the work. Perhaps dealing with this problem could be part of the auditor's job. Somebody needs to be responsible for investigating and taking action if something that is supposed to be happening does not happen. Perhaps, in the process of forming alliances and coordinating our efforts, we will need to have people empowered to act as representatives of ERAN and to meet with similarly empowered representatives other organizations. ERAL has leaders in several major earth religion rights organizations among its subscribers. If they post a message as a representative of an organizaiton, and not as an individual participant in ERAL, I expect that they will let us know that that is what they are doing. I am not sure if additional provisions need to be built into the bylaws, etc. to empower the ERAN Board and its officers to act in the capacity of representative of ERAL. I hope the bylaws and what they refer to would allow the Board to work out appropriate procedures to have its representatives and to recognize representatives of other groups as needed. It might be helpful to add networking to the incorporation paperwork (including assisting with communication on events and referring groups to people looking for groups, and vice versa, in case ERAA decides to put its corporate umbrella over a standing committee for that purpose at some future date) In addition, much better incorporation papers, bylaws, rules, etc. exist than those in the Strawman draft. It would be good to review such bylaws and incorporate pertinent provisions into the draft. Among the bylaws that need to be reviewed are those of CUUPS, at: The current Regulations of CUUPS, Inc. http://www-acc.scu.edu/~sestes/cuupsregs/corpregs.txt The current articles of incorporation of CUUPS, Inc. http://www-acc.scu.edu/~sestes/cuupsregs/articles.txt Proposed restatement of CUUPS Regulations http://www-acc.scu.edu/~sestes/cuupsregs/proposed.txt Proposed amendment to CUUPS articles of incorporation http://www-acc.scu.edu/~sestes/cuupsregs/amendart.txt Proposed restatement of CUUPS articles of incorporation http://www-acc.scu.edu/~sestes/cuupsregs/rearticl.txt It would be great if someone familiar with it (or with the time to get familiar) could loot the text for that which is better than what appeared in the ERAN strawman, and incorporate it in an improved draft. It would also be nice if the improved draft were simpler, but not at the cost of creating an unnecessarily powerful Board. Additional ideas and improvements are being actively discussed on the Earth Religions Assistance Communications List (ERACL). Hopefully, the discussions on ERACL will lead to greatly improved draft incorporation documentation that can be accepted by both ERLAN and ERAA. STRAWMAN DRAFT ARTICLES OF INCORPORATION FOR THE EARTH RELIGIONS ASSISTANCE NETWORK (that would include ERLAN and ERAA, along with perhaps other groups) The undersigned, desiring to form a corporation not for profit under Ohio Revised Code Chapter 1702, and Federal Code 501 C (3) certify(ies) that: A. The name of the corporation is the Earth Religions Assistance Network (ERAN). B. The principal office of the corporation is to be located at Cleveland, Cuyahoga County, Ohio. C. The purpose(s) of the corporation are: 1. To administer a network of largely self-governing and largely separately funded standing committees to the degree necessary to assure that that corporate and committee procedures and bylaws are followed, that legal obligations are met, and that activities of standing committees are consistent with a broad interpretation of the purposes of the bylaws. These obligations include but are not limited to applicable requirements for not for profit corporation and any obligations associated with such grants, funding and legal and tax status, as well as making final determinations concerning any disputes over the internal bylaws and rules of the standing committees. 2. To establish and operate an association to promote the principle of freedom of religion and speech; to educate and inform the public; to study the nexus of law and religion in the United States, Canada (and other nations, subject to Board Approval); to promote the extension of Constitutional protections, social justice, and religious freedom for all 3. To receive money or other personal property, and to receive or obtain interests in real property or fixtures on real property, by gift, bequest, purchase, lease, or other lawful means; to hold, manage, invest, use, or dispose of personal property or the proceeds of personal property for the purposes of the corporation; to hold, construct buildings or other facilities on, maintain, use, and dispose of real property or the proceeds of real property for the purposes of the corporation; and to do any thing necessary, desirable, or incidental to carrying out the purposes of the corporation; 4. To establish and operate clearinghouses for information to assist the victims of religious discrimination and their legal counsel, and to provide them with counseling and other services; to cooperate with the courts, law enforcement agencies, educational authorities, social service agencies, health care professionals and agencies, and others, concerning the right to religious freedom and freedom from religion based discrimination; 5. To provide leadership and organization in promoting the interests, health, safety, and welfare of the victims of religious discrimination; to aid in obtaining or improving legal services for the victims of religious discrimination; to establish and maintain liaison with governmental and law enforcement authorities and agencies; to provide and assist counsel for the representation of the victims of religious discrimination before governmental bodies; to organize community programs and activities; 6. To promote the advancement of the community and the citizens of Ohio and other states, provinces and nations in which the corporation operates; to render constructive civic services; to participate actively in community life by furnishing leadership, financial assistance, and counsel; 7. To assist and enable adherents of minority religions form and maintain a congregation to worship in accord with the tenets, discipline, and rites of their respective faiths; to protect their rights to propagate the tenets of their respective religions; to promote the legal and spiritual welfare of all men and women; to encourage and engage in works of charity. 8. To provide forums for the exchange of ideas and diffusion of knowledge; to sponsor lectures and symposia on religious, legal, scientific, philosophical, political, or other topics; to provide for the publication of speeches, articles, newsletters, and other writings on subjects of scholarly or general interest; to maintain meeting rooms, lecture halls, offices, dining facilities, and other facilities for the convenience of the members, guests, and visitors; 9. Our primary focus is on helping practitioners of ethical, non-racist, and non-sexist Earth Religions that promote understanding and tolerance of other religions and their practitioners, although we reserve the right to help others with different religions and values, as the corporation and its standing committees deem appropriate, on a case by case basis. a) By Earth Religions, we include Pagan religions (Wicca, Druidism, Shamanism, etc.), traditional religions of indigenous peoples, and those variations on such religions (Voodoo, Ifa, Santeria, eclectic Native American Inspired medicine societies, etc.) and on widespread religions (Christian, Moslem, Buddhist, Hindu, Shinto, Unitarian Universalist, etc.) that honor nature and the Earth and our place in it, along with mystic beliefs and practices. b) By Pagan we refer to an eclectic, mostly modern, religious movement encompassing a broad array of religions which revere the Divine in nature and/or draw upon the myths and symbols of ancient faiths. c) By mystic, we refer to one who believes or works with the principle that any being can have direct personal knowledge of the Divine without intervention of an outside authority. While the Divine is commonly thought of as godlike or spiritual, we include in the definition of mystic those whose beliefs, ethics, and practices include sophisticated forms of transcendental secularism involving consciousness at a non localized level unifying with their surroundings and that which is. 10. To enter into alliances with other organizations that may or may not represent other religions and beliefs to address shared concerns related to freedom of religion and speech D. The initial trustees of the corporation are: John C. Brice, esq. 4403 St. Clair Ave. Cleveland, OH 44103-1125 (216) 881-8030 FAX 881-3928 jbrice@apk.net Michael C. Owens, esq. PO Box 15872 Tallahassee, FL 32317-5872 904-921-9717 ext 122 (day), 904-942-9069 (eve) mowens@unr.net Claude Lawrence Cornett, Jr. 890 Alhambra Rd. Cleveland, OH 44001 (216) 692-2124 lcorncalen@aol.com Jerrie Hildebrand First Universalist Society 211 Bridge Street, Salem, MA 01970. 508-741-4222 kishhilde@earthlink.net An on-line Certified Public Accountant/Certified Internal Auditor (CPA/CIA) to be recruited A second on-line CPA/CIA (or approved and experienced financial administrator familiar with tax and other pertinent laws and reporting requirements) to be recruited. Perhaps Ainsley Friedberg 59 So Main St. So Norwalk, CT 06854 203-838-5928 AinsleyF@AOL.Com WITNESS {my/our} signature(s), {date}. _________________________________ {Signature(s) of Incorporator(s)} _________________________________ {Signature(s) of Incorporator(s)} _________________________________ {Signature(s) of Incorporator(s)} _________________________________ {Signature(s) of Incorporator(s)} _________________________________ {Signature(s) of Incorporator(s)} _________________________________ {Signature(s) of Incorporator(s)} xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx OFT F 28.04 Appointment and acceptance of statutory agent for nonprofit corporation, change of address, resignation (RC 1702.04(C), RC 1702.06) (A) Original appointment {Note: This form is designed for use when forming an Ohio corporation not for profit, and must be filed with the articles of incorporation.} ORIGINAL APPOINTMENT OF STATUTORY AGENT The undersigned are a 2/3 majority of the incorporators of the Earth Religions Assistance Network, a corporation not for profit, appoint the person named below as the corporation's statutory agent, upon whom may be served at the address given any process, notice, or demand required or permitted by statute to be served on the corporation. The name and address in Ohio of the statutory agent is: John C. Brice, esq. 4403 St. Clair Ave. Cleveland, OH 44103-1125 (216) 881-8030 FAX 881-3928 jbrice@apk.net The agent is {a natural person resident in this state/an Ohio corporation having a business address in this state whose articles permit it to act as agent/a foreign corporation licensed to do business in Ohio and having a business address in this state, whose articles permit it to act as agent}. {Date} ___________________________ Signature(s) and name(s) of Incorporator(s)} ACCEPTANCE OF APPOINTMENT The undersigned accepts the foregoing appointment as statutory agent for {name of corporation not for profit}. {Date} _________________________________ { John C. Brice, esq.} xxxxxxxxxx (B) Subsequent appointment {Note: This form is designed to be used for all appointments of statutory agent other than original appointment. This includes appointment of replacement when agent resigns, moves out of state or dies, or when corporation revokes appointment of current agent. When agent resigns, moves out of Ohio or dies, a new appointment of agent must be filed "forthwith" (RC 1702.06(D)).} APPOINTMENT OF STATUTORY AGENT the Earth Religions Assistance Network, a corporation not for profit, by its authorized officer, hereby appoints the person named below as the corporation's statutory agent, upon whom may be served at the address given any process, notice, or demand required or permitted by statute to be served in the corporation. The name and address in Ohio of the statutory agent is: {Name and address of statutory agent} The agent is {a natural person resident in this state/an Ohio corporation having a business address in this state whose articles permit it to act as agent/a foreign corporation licensed to do business in Ohio and having a business address in this state, whose articles permit it to act as agent}. This appointment is to provide a new statutory agent for the corporation in place of {name of prior agent}, {who has resigned/who has removed from the state/who is deceased/whose appointment is hereby revoked}. {Date} __________________________________ {signature} ACCEPTANCE OF APPOINTMENT The undersigned accepts the foregoing appointment as statutory agent for {name of corporation not for profit}. {Date} _________________________________ {Signature } (C) Change of address of statutory agent {Note: Notice of the change of address of a statutory agent must be filed "forthwith" (RC 1702.06(E)).} CHANGE OF ADDRESS OF STATUTORY AGENT The address of the statutory agent of the Earth Religions Assistance Network, a corporation not for profit, has been changed. The name and new address of the statutory agent are as follows: {Name and new address of statutory agent} {Date} {Name of corporation and signature and title of authorized officer} (D) Resignation of statutory agent {Note: In order for the statutory agent's resignation to be effective, the following notice must first be given to the corporation, then filed with the Secretary of State (RC 1702.06(F)) on the same or a later date.} RESIGNATION OF STATUTORY AGENT The undersigned hereby resigns as statutory agent for the corporation not for profit whose name and current or last known address of its principal office are as follows: {Name and address of corporation not for profit} A copy of this notice was sent to the corporation at the above address on {date}, at or prior to the date this notice was filed with the Secretary of State of Ohio. {Date} ___________________________________ {Signature, name and address of agent who is natural person, or name and address of agent-entity and signature of authorized officer} xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx OFT F 2.06 Bylaws (RC 1701.59(A)) BYLAWS OF THE EARTH RELIGIONS ASSISTANCE NETWORK Article I Meetings (A) The directors (Trustees) shall meet via e-mail and/or IRC on at least a quarterly basis, including within two weeks of election of new directors by members (B) Regular meetings of the board shall begin on the first Tuesday after the new moon of each month through e-mail messages sent by one or more Board members to all members of the board and continue for a week, unless board business requires extension of the meeting. If the specified meeting day is a legal holiday, the monthly meeting shall be held on the weekday following. (C) Special meetings of the board shall be held at the call of the president or of any two members of the board. (D) Except in an emergency, Written notice of the date, time, and place of a special meeting shall be e-mailed to each director at least 2 days before the meeting. Notice may be waived as provided in RC 1702.19. No failure or irregularity of notice of any regular meeting shall invalidate the meeting or any proceedings in the meeting. (E) At any meeting of the board of trustees, a quorum shall {be as provided in RC 1702.32/consist of four trustees. (F) If a director is not on-line (assumed to be a temporary problem), telephone or written communications may be used by an on-line member communicate with the director and obtain her or his vote, and all directors shall be partnered with at least one other director to facilitate such communications Article II Bonds As required by the code of regulations, the treasurer of the corporation shall furnish a bond in the amount of $100, with sureties approved by the Board of Directors (Trustees). Article III Bank Deposits All funds of the corporation received by the treasurer shall be deposited by him in {name of bank}, and disbursed only by check signed by the treasurer and countersigned by the president {or vice-president}. Article IV Amendments These bylaws may be amended at any regular or special meeting of the board, by a consensus or a 2/3 majority vote of all directors. If a proposal is made to all members of the Board (with the word PROPOSAL, in capital letters, as the first word in the subject of the e-mail), and there are no objections within a week, the proposal is considered to be accepted by consensus. << I have not seen 29.02, 29.03, 29.04, 2.07 or 2.08 >> OFT F 28.05 Code of regulations of nonprofit corporation (RC 1702.10, RC 1702.11) CODE OF REGULATIONS OF THE EARTH RELIGIONS ASSISTANCE NETWORK 1. Article I: Trustees 1. Qualifications; election; term {Note: The following paragraph provides for staggered terms for trustees} The corporation shall be governed (within limits set by these regulations) by a board of six trustees, who shall be voting members of the corporation in good standing. Two of the trustees shall be licensed attorneys. Two of the trustees shall be experienced at the types of financial record keeping required of not for profit corporations and federally recognized 501C3 tax exempt organizations. At least one of these shall be a licensed certified public accountant and/or certified internal auditor Two of the trustees shall be earth religion rights activists who have served on the Board of an organization whose purposes are consistent with those of the Earth Religions Assistance Network (ERAN), although the purpose of such organization may be broader than ERLAN, and only one of them must be a member in good standing of the Earth Religions Legal Assistance Network (ERLAN). Trustees shall be elected by the members at an annual meeting or at a special meeting called for the purpose. At the first election of trustees, one trustee from each of the three categories shall be elected for terms of one year, and one shall be elected for terms of two years. Thereafter, all trustees shall be elected for terms of two years, or until their successors are elected and qualified. A 2/3 majority of the votes cast is required for election. On any vote or ballot, if more nominees receive 2/3 majorities than the number of trustees to be chosen, the required number of nominees with the largest majorities shall be declared elected. Voting members may vote for up to four candidates. If less than three candidates get a 2/3rd majority, a runoff election shall take place among the remaining candidates who received the most votes, with one more candidate running than vacant positions. Those with the most votes in the run-off election shall be considered to be elected. The licensed attorneys on the Board of Trustees may veto any decision by the Board by unanimous vote. All Trustees shall have e-mail and will be members of the Earth Religions Assistance List (ERAL). If they are not actually subscribed to ERAL, they shall be responsible for finding a subscribed ERAL member who will forward to them pertinent posts from ERAL and ERACL. In addition, all trustees, if not already voting members of the Earth Religions Legal Assistance Network (ERLAN), shall be made voting members of ERLAN in recognition of the work they perform as ERAN Trustees. 2. Duties and powers The board of trustees is responsible for the management and control of the affairs, funds, and property of the corporation, within the limits set by the articles of incorporation, bylaws, and code of regulations. The Board's powers are commensurate with its duties, subject to the articles of incorporation and code of regulations, and subject to the power of the members at the annual or a special meeting to modify or rescind any Board action or to adopt measures as they see fit by a 2/3 majority. The Board may adopt bylaws or rules governing operations and activities of the corporation, use of the corporation's facilities by members and others, and other bylaws and rules the Board considers necessary or advisable, subject to the limitations of power defined in these corporate articles of incorporation, rules and bylaws. The Board may appoint, discharge, and fix the compensation and duties of permanent or temporary employees or agents of the corporation, subject to the limitations of power defined in these corporate rules. The board may also appoint standing and special committees and change committee personnel that it appoints at will, discipline members for misconduct, remove officers for cause, fill vacancies in any office or in its own membership, and otherwise exercise such powers as are conferred by law on boards of trustees of nonprofit corporations, consistent with the articles of incorporation and code of regulations. 3. Meetings; notice; quorum (see previously defined Bylaws, etc.) 2. Article II: Officers 1. Qualifications; election; term Within fourteen days after the annual election of trustees, the newly elected trustees shall hold an organizational meeting at which they shall elect a president, vice-president, secretary, membership coordinator, auditor, and treasurer. The meeting may be held by e-mail over a week, by IRC or by conference telephone calls. The president and vice-president shall be trustees, and the secretary, membership coordinator, auditor and treasurer may be trustees {but need not be either trustees or members of the corporation}. {The offices of secretary and treasurer may be held by one person.} Officers shall serve for a term of one year, or until their successors are elected and qualified. 2. Authorities and Duties The authorities, duties and jurisdiction of the Board of Trustees (Directors) are limited to administering a network of largely self-governing and largely separately funded standing committees to the degree necessary to assure that that corporate and committee procedures and bylaws are followed, that legal obligations are met, and that activities of standing committees are consistent with a broad interpretation of the purposes of the articles of incorporation, bylaws and rules. These obligations include but are not limited to applicable requirements for not for profit corporation and any obligations associated with applicable grants, funding and legal and tax status, as well as making final determinations concerning any disputes over the internal bylaws and rules of the standing committees. In addition, the Board of Directors may veto any decision by any of its standing committees by a 5/6th majority. In addition to the duties stated below, each officer shall perform such other duties as may be required by the articles of incorporation or code of regulations, or as may be assigned from time to time by the members or trustees, as well as duties customarily incident to his office. 1. President The president shall preside at all meetings of the members regarding matters within the jurisdiction of the trustees, trustees, and executive committee. She/He may appoint standing and special committees and is an ex-officio member of all committees. This authority does not extend to matters outside the jurisdiction of the Board of Trustees. 2. Vice-president The vice-president shall perform all of the duties of president in case of the president's absence or disability. If both the president and vice-president are absent or disabled, the members or trustees may appoint a president pro tempore. The vice-president is an ex-officio member of all committees. 3. Secretary The secretary shall keep an accurate record of all transactions of the corporation, members, trustees, and executive committee. She/He shall give all notices required by law, the articles of incorporation, or code of regulations. She/He shall prepare, countersign, and issue all membership cards, and shall maintain a current roster of members. She/He shall keep a minute book, and record in it the minutes of the meetings and other transactions of the members, trustees, and executive committee. She/He shall keep documents, correspondence, and other records which it is necessary or advisable to preserve. She/He shall hold all books, papers, and other property in his custody available for inspection by the trustees or persons appointed by them, and when she/he leaves office shall turn the same over to his successor or to the president. 4. Membership coordinator. The membership coordinator shall maintain an up to date record of the voting members of ERAN and their e-mail addresses and membership registration forms, and make such information available to the Board as needed, along with a summary of nonconfidential information membership to the members of ERAN. 5. Auditor The auditor shall be responsible for establishing, auditing and enforcing, in cooperation with the Board and standing committees (when possible), financial reporting and use of resource requirements consistent with all applicable tax codes, legal requirements and grant requirements. 6. Treasurer The treasurer shall receive and safely keep all money, notes, securities, chooses in action, and similar property belonging to the corporation, and deposit, invest, or disburse the same under the direction of the board of trustees or executive committee. Disbursements shall be made upon proper vouchers. She/he shall keep complete, accurate accounts of all money, property, other assets, liabilities, and financial transactions of the corporation, prepare financial statements, and render an account of the financial position of the corporation at the annual meeting of the members and at such other times as the members or trustees may require. She/He shall hold all books, accounts, statements, vouchers, money, securities, and other property in her or his custody ready for inspection or audit at any time by the trustees or persons appointed by them, and when she/he leaves office shall turn the same over to his successor or to the president. 3. Article III: Committees 1. Executive committee The executive committee shall be composed of the officers of the corporation and shall act for the board of trustees in the intervals between meetings of the board. Any act of the executive committee is subject to modification or rescission by the board of trustees. 2. Standing committees and subcommittees; appointment; composition Standing committees may appointed by the President with the advice and consent of the Board to assist in carrying out corporate business. The Chair of such standing committees shall be a Trustee or member of the executive committee. All members of such standing committees shall be members of the corporation in good standing. In addition to the above standing committees appointed by the President and Board, the Earth Religions Assistance Network recognizes and includes under its corporate umbrella the following, largely independent, standing committees, subject to the limited authority of the Board as defined herein. The Earth Religions Legal Assistance Network The Earth Religions Assistance Association [currently consisting of the Northeast Ohio Earth Religions Assistance Association (NEO-ERAA) and a few individuals in Virginia and New York, but which may be expanded to include other similar organizations by consent of NEO-ERAA and any organizations that choose to affiliate]. Such other organizations whose purposes are consistent with the Earth Religions Assistance Network (ERLAN) as may choose to affiliate with ERAN and be subject to its bylaws and limited authority of its Board and that the ERAN Board accepts by consensus or 2/3rd majority vote. 3. Duties of standing committees The duties of the Earth Religions Legal Assistance Network and the Earth Religions Assistance network are as defined in the bylaws of these organizations. However, by their affiliation with the Earth Religions Assistance Network (ERAN), they must also meet all financial and administrative auditing and reporting requirements as the Board finds necessary to maintain its oversight. These organizations shall recognize and act in accordance the directives of the ERAN board, subject to the limited authority as defined herein. By virtue of their membership in ERAL and ERLAN, and associated communications, all ERAN Board members are routinely kept up to date with the affairs of ERAL and ERLAN. Minutes and draft agendas of NEO-ERAA, and other ERAA organizations shall also be sent to members of the ERAN board as part of the routine electronic communications maintained by ERAA organizations. For standing committees appointed by the ERAN President and Board, in addition to the duties stated below, each standing committee shall submit proposed budgets as directed by the board, submit reports at each meeting of the board or such other times as the board may require, and perform such other duties as may be assigned from time to time by the members or trustees. Details concerning the nature and activities of semi- independent standing committees are defined in the bylaws and by the activities of such organizations. For ERLAN and ERAA, they are summarized as: 1. The ERLAN Standing Committee ERLAN is a service organization that helps Earth Religion Rights activists communicate so they can help people with problems; but ERLAN, as such, is not the direct provider of the help to individuals with legal problems (the members of ERAL and those who work with them do that, along with allot of independent individuals and organizations). ERLAN does the administrative work creating and managing communications mechanisms to help Earth Religionists with legal problems associated with their religion, and those individuals and organizations that help them. These mechanisms include ERAL, ERACL, at least one Earth Religions Assistance Website, at least one Earth Religions Assistance FTP site, and such additional communications mechanisms as deemed necessary and appropriate to fulfill its purposes. 2. The ERAA Standing Committee The Earth Religions Assistance Association is an organization of Earth Religions' Rights activists dedicated to promoting, defending, and enforcing Earth Religionists' legal rights. ERAA creates legal materials, trains activists, educates Earth Religionists about their rights and how to protect them, provides legal reference materials to victims of religious discrimination and their attorneys, raises funds for these purposes, etc. Currently, ERAA is most active in northeastern Ohio (where it is organized as NEO ERAA), but it has members in Virginia, and New York, and is active at the national level through networking and other activities. Each ERAN committee shall cooperate, and coordinate its activities, with other committees whose responsibilities may overlap. Additional organizations may become standing committees of ERAN, subject to its limited authority by mutual consent. In addition, the President and Board of ERAN may also appoint committees subject to its total or limited authority. A summary of what such standing committees are about shall be added to this section of the bylaws within 90 days of their formation. Consistent with its areas of responsibility, the articles of incorporation, and the code of regulations, each committee shall recommend to the board of trustees for adoption such bylaws and rules as the committee considers necessary or advisable, and may adopt interim rules pending approval by the ERAN Board (no objections within a week constitutes approval by consensus). In the case of ERLAN, ERAA, and other semi-independent standing committees, bylaws and rules adopted by their internal procedures may be considered to be final, unless vetoed by the ERAN Board) Standing committees are responsible for enforcing bylaws and rules affecting its areas of responsibility. However, the ERAN Board may constitute a supreme court for review and/or implementation of disciplinary actions. All Standing Committees and organizations affiliated with ERAN, including ERLAN and ERAA, shall submit quarterly financial reports within one month of the end of each calendar quarter and an annual financial report by February 15th of each year sufficient to meet all State of Ohio and Federal 501C(3) reporting requirements and the requirements of the auditor, and shall cooperate with audits of their records initiated by the ERAN Board. The Board may charge such organizations for reasonable expenses associated with its administration of such committees. Fees, subject to change, are a minimum of $50/year or 10% of their treasury at the end of the year, whichever is greater. The ERAN Board may suspend or disaffiliate any standing committee for failure to meet its obligations under the ERAN bylaws or for actions inconsistent with ERAN. The quasi independent standing committees may also choose to disaffiliate from ERAN, in accordance with their internal bylaws, etc.. In event of disaffiliation by either party, records and money generated solely by such committees shall be the property of such committees, although the committees shall provide the ERAN President with a copy of all financial records and a membership mailing list (except for persons that specifically indicated that they are to be known only by selected members of such committees). Funds collected jointly shall be split 50/50, except for grant money which will go to the organization designated by the entity legally responsible for issuing and administering the grant. 4. Article IV: Members 1. Definition of member; rights and privileges 2. Classes and privileges of members The membership of the corporation shall include two classes of members, with rights and privileges as: 1. Active members An active member has the right to vote, and full privileges. An active member of the corporation ERAN is a person who spends at least four hours per month performing duties as a working member of any standing committee of ERAN and who pays a minimum tithe equivalent to two hour of their wages per year (or $10 for the unemployed, and an equivalent amount to one or more of the standing committees with whom the person is affiliated. Board members are also active members, and while not subject to the tithe, are encouraged to make financial donations. 2. Associate members An associate member is not entitled to vote. Associate members pay ERAN a minimum tithe equivalent to two hours of their wages per year (or $10 for the unemployed). Within any year, any organization that donates: $100 or more to ERAN and/or to an ERAN Standing Committee shall be designated an ERAN Sponsor and a sponsor of the standing committee. $500 or more to ERAN and/or to an ERAN Standing Committee shall be designated an ERAN Sponsor and Benefactor and a Sponsor and Benefactor of the Standing Committee. Up to 15% of donations received are authorized, at the discretion of the Treasurer (subject to Board Approval), to provide letters thanking the person for the donation, and/or certificates, buttons, or other incentives to Donors. Individuals and organizations may be so designated, and the designation shall not be publicized unless approved by the donor. The donor may authorize publicity to ERAL members only, publicity to anyone, or no publicity at all. 3. Admission procedure Application for membership shall be in writing on a form prescribed by the board, which shall include the applicant's agreement to abide by the articles of incorporation, code of regulations, bylaws, and rules of the corporation and any ERAN standing committee. The application shall be submitted to the secretary along with payment of an application fee of the appropriate initiation fee. (we need to think about membership requirements, given the number of petty Witch Wars as well as helpful but underground Pagans. I am inclined to grandfather in existing ERLAN and ERAA members for the first year, and to require dues be paid the second, etc, and to skip provisions such as those below (thus accepting both the good and the occasional bad apple into ERAN): Upon receipt of an application in due form accompanied by the application fee and initiation fee, the secretary shall cause the applicant's name to be announced to the membership by posting in the standing committee in which the person works, to the members of ERAL, and to the ERAN Board. If there are no objections within a week, the person shall be considered to be a member. If there are no more than two objections, but the applicant is endorsed by two members who are personally acquainted with the applicant and vouch for his fitness to become a member, the applicant is considered to be an ERAN member, unless the board of ERAN or one of its standing committees vetoes such membership by at least a 2/3rds majority or by consensus. In the case of others (including member applicants who choose to remain underground, and known only to Board Members) membership will be contingent on a vote by the ERAN Board. Generally, they will be asked to provide three references, preferably among ERAN members or others likely to be held in high regard. For those who can help but who are too underground or controversial to apply for membership, we encourage people to help, whether members or not. If the application is rejected, the initiation fee shall be returned, minus a $5 processing fee. If the application is approved, the secretary shall issue a membership card to the new member. 4. Conduct and discipline of members 1. Standards of conduct When involved in ERAN activities, members shall treat other members with courtesy, honesty and respect, and observe the etiquette and rules of the standing committees with which they work, and abide by the articles of incorporation, code of regulations, bylaws, and rules of the corporation. Any breach of these standards by a member constitutes misconduct. 2. Discipline Discipline includes informal warning, posting, admonition, suspension of all membership rights and privileges for a specified period not exceeding that specified by the ERAN board of the Board of a standing committee (with possible requirements for re-instatement as a member), or expulsion from membership. The Board of Trustees or the Board of a Standing Committee, or their designated representative (such as the ERAL moderator) may admonish a member in writing, or suspend or expel a member for any misconduct, in accordance with rules adopted by the Board or Standing Committee. Neither prior notice nor hearing is required, but the Board or person responsible shall inform the member of the reason for the admonition, suspension or other action. If the member protests in writing within thirty days, the Board of the Standing Committee or ERAN shall accord the member an opportunity to be heard. The Board of Trustees may suspend or expel a member for any continued or repeated misconduct, or any gross misconduct. Continued misconduct includes, without limitation, the failure of a member to settle and bring his account current within 60 days after admonition for nonpayment (unless an extension is granted). Repeated misconduct includes, without limitation, any misconduct continued or committed after admonition for similar misconduct. Gross misconduct includes any dishonest, or assaultive act committed in connection with any ERAN activity or conviction of any felony involving a victim. A member shall not be suspended or expelled from ERAN membership unless he is given written notice of the charges, and accorded an opportunity to appear before the board (electronically) and be heard pro se or through counsel. However, such limitations on disciplinary action concerning ERAN membership does not preempt standing committees from applying their own procedures regarding actual or perceived misconduct. When a suspension is imposed for any reason, a condition for reinstatement to good standing is that the member settle and bring his account current, and this condition may not be waived by the board. The board may impose other reasonable conditions for reinstatement, and in addition may provide that failure of the member to meet a specified condition within a stated time will result in automatic expulsion without notice or hearing. A member under suspension is not in good standing and is barred from all membership rights and privileges until reinstatement. A member who is expelled forfeits all membership rights and privileges. 5. Article V: Annual Meeting; Special Meetings (see previously defined bylaws) 6. Article VI: Amendments This code of regulations may be amended, repealed and reenacted, or repealed outright by a consensus or vote of two-thirds of the voting members in good standing, or by a similar vote or consensus by the Board. Both the Board and the Members at large may veto each others actions by consensus or a 2/3rds majority, but a veto shall result in a new election for board members within 30 days. {Note: The minutes of the meeting at which the code of regulations is adopted should properly record the adoption regardless of whether the adoption is by consensus or a 2/3 majority of the incorporators prior to the first meeting of members or by consensus or a 2/3 majority of the voting members at a meeting of members (usually the first meeting). See RC 1702.10.}