ADF Bylaws | ADF

ADF Bylaws

Bylaws of Ár nDraíocht Féin: A Druid Fellowship, Inc. (Last Modified December 8, 2013 C.E.)

Table of Contents

Article 1: Calendar

  1. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December in each civil year.
  2. All High Days are as provided in the ADF Constitution.

Article 2: Voting

  1. Voting Members
    1. Members shall each have one vote upon joining ADF.
    2. Members may only vote if they are 18 years of age or older.
    3. Members shall gain an additional vote for each full, continuous year of membership in which they are 18 years of age or older.
    4. Members must maintain continuous membership to retain additional votes.
    5. Members shall each have a maximum of ten votes.
  2. Quorum
    1. Except as noted elsewhere in these Bylaws, a quorum shall be 25 percent of the total available votes.
  3. Applicability
    1. All references to voting in these Bylaws shall assume this voting method unless otherwise noted.
    2. Local congregations may determine their own voting methods.
    3. Subgroups may determine their own voting methods as noted elsewhere in these Bylaws.

Article 3: Meetings

  1. The Annual Meeting
    1. The time and location of the annual meeting of the voting members of ADF shall be determined by the same method used for Director elections except that:
      1. Candidate events shall be ADF events sponsored by one or more ADF subgroups.
      2. Candidate events must have been held for at least one year prior to nomination.
      3. Candidate events must be held between May 1 and September 1.
      4. The event shall be selected by a plurality vote.
      5. Write-in votes will not be permitted for annual meeting events.
    2. Directors of the previous Board shall present annual reports.
    3. If there is a quorum for voting purposes, any member present may submit an item for a vote.

Article 4: Elections

  1. Ballot Items
    1. Elections shall take place annually for the following:
      1. Open Director positions ("positions").
      2. Other positions as determined by the Board of Directors.
      3. Location of the following year's Annual Meeting.
      4. Any referenda as determined by:
        1. A vote of the Board of Directors, and/or
        2. A petition of members representing at least one-third of the membership votes.
  2. Election Officer
    1. The Board of Directors shall appoint an Election Officer (EO).
    2. The EO shall coordinate the election process including the following:
      1. Printing and distributing the Call for Nominations.
      2. Printing and distributing ballots.
      3. Counting votes.
      4. Announcing results.
  3. Candidate Nominations
    1. Candidates shall be nominated by themselves or any member unless otherwise specified in these Bylaws.
    2. Nominations to positions on the Board of Directors cannot be self-nominating and will require at least two seconds to be considered.
    3. Candidates must accept nomination by the deadline given elsewhere in these Bylaws.
  4. Candidate Qualifications
    1. Any member may be a candidate except that:
      1. Candidates shall be at least 18 years of age.
      2. Candidates shall have access to e-mail.
      3. Candidates shall have publishable legal names and contact information.
      4. Candidates shall practice Neopagan Druidry as their primary religious path.
      5. Candidates shall not be prisoners.
      6. Spouses, or Significant Others / Partners who live at the same address, may not serve together on the Mother Grove. This policy will take effect with the 2014 Election.
      7. Candidates for Archdruid or Vice Archdruid must have their Dedicant's Path completed.
    2. Candidates may only run for one Director position at any time.
    3. Candidates shall not hold any other Director position at the end of the election.
    4. Candidates for Archdruid may be:
      1. The current Archdruid.
      2. One member chosen by a majority of the Board of Directors.
      3. One member chosen by a majority of those members of the Council of Senior Druids who are not members of the Board.
      4. One member chosen by a majority of those members of the Clergy Council who are not members of the Board.
      5. Any member named in a petition to the Board signed by at least 50 voting members.
    5. Candidates for Members Advocate must have a publishable phone number.
  5. Election Methods
    1. Candidates, annual meeting locations, and referenda items shall be elected by plurality of votes unless otherwise specified in these Bylaws.
    2. Candidates for Archdruid must receive at least 51% of the total votes cast.
      1. If no candidate receives 51% of the votes cast, a runoff election shall be held.
      2. Only the two candidates with the largest number of votes in the first election may participate in the runoff election.
      3. In the case of a runoff election, the current Archdruid shall continue in office until a new Archdruid is elected.
    3. Candidates for Non-Officer Director (NOD) must each receive 25% of the total votes cast for all open NOD positions.
      1. If there are more such candidates than open NOD positions, the positions shall be filled by candidates in descending order of votes received.
      2. If there are fewer such candidates than open NOD positions, the Archdruid may appoint members to the remaining positions.
      3. Members may split their votes between NOD candidates, but may not cast more than their total votes for all NOD candidates together.
  6. Election Timeline
    1. The Call for Nominations shall be sent to the membership on or about December 10.
    2. Nominations and biographical statements must be sent to the ADF Office by postal or electronic mail.
    3. Nominations must be received by January 10 or they will be disregarded.
    4. The Election Officer shall periodically post the status of nominations to the membership through ADF electronic forums.
    5. Biographical statements and background check waivers must be received by February 10 or the member will not be included on the ballot.
    6. The Election Officer shall verify the candidates' membership status.
    7. Ballots and biographical statements shall be sent to the membership on or about March 1.
    8. Ballots must be received by April 10 or they will not be counted.
    9. Newly-elected Directors shall take office May 1.

Article 5: The Board of Directors

  1. The Board of Directors (BOD) may also be known as the Mother Grove.
  2. Powers
    1. The BOD shall have the general management of the business and affairs of the Corporation.
    2. The BOD shall exercise all the powers that may be exercised or performed by the Corporation under the statutes, Articles of Incorporation, and Bylaws.
    3. The BOD is the supreme authority in the Corporation and may overrule the decisions, policies, and practices of all other groups within ADF, including guilds, councils, kins, special interest groups, committees, local congregations, or any other group.
  3. Directors
    1. Archdruid (AD)
      1. The AD is the President of the BOD.
      2. Term of Office for the AD is three years, with a maximum of three terms for any office holder.
      3. The AD shall preside over all meetings of the BOD and member meetings.
      4. The AD shall be a member, whether participating actively or not, of all committees organized by the BOD.
      5. The AD shall have executive control over the Corporation and may perform all duties normally performed by the President of a non-profit corporation.
      6. The AD shall be responsible for articulating the spiritual vision of ADF.
      7. The AD shall not be considered impeccable or infallible on any topic.
    2. Vice Archdruid (VAD)
      1. The VAD is the Vice President of the BOD.
      2. The term of office for the VAD is two years with no term limits for office holders.
      3. The VAD shall exercise the functions of the AD in his/her absence.
      4. The VAD shall replace the AD in the event of his/her recall, death, retirement, or permanent incapacitation.
      5. The VAD may perform all those duties that would otherwise be performed by a non-profit corporation Vice President.
    3. Secretary
      1. The Secretary may also be known as the Scribe.
      2. The term of office for the Secretary is two years with no term limits for office holders.
      3. The Secretary shall keep voting records and minutes of all meetings of the BOD, Executive Committee and voting members.
      4. The Secretary shall periodically, and upon request, distribute summaries of these records to the members through various media including ADF electronic forums.
      5. The Secretary may perform all those duties that would otherwise be performed by a non-profit corporation Secretary.
    4. Members Advocate (MA)
      1. The term of office for the Members Advocate is one year with a maximum of three consecutive terms for any office holder.
      2. The MA shall represent the individual members of ADF at large, with special attention given to the needs of minority factions not otherwise represented.
      3. The MA shall function as an ombudsperson.
      4. The MA shall not have a vote on the BOD.
      5. The MA may propose motions to the BOD for approval.
      6. The MA shall be entitled to participate in any ADF subgroup meeting.
    5. Chief of the Council of Regional Druids (CoRD)
      1. The term of office for the Chief of the CoRD is determined by the Bylaws of that Council.
      2. The Chief of the CoRD shall be a liaison between the CoRD and the BOD.
      3. The Chief of the CoRD may perform any of those duties performed by a non-profit corporation Board member.
    6. Chief of the Council of Senior Druids (CoSD)
      1. The term of office for the Chief of the CoSD is determined by the Bylaws of that Council.
      2. The Chief of the CoSD shall be a liaison between the CoSD and the BOD.
      3. The Chief of the CoSD may perform any of those duties performed by a non-profit corporation Board member.
    7. Non-Officer Director (NOD)
      1. There shall be four Non-Officer Directors on the BOD.
      2. The term of office for a NOD is two years with no term limits for office holders.
      3. A NOD may perform any of those duties performed by a non-profit corporate Board member.
  4. Meetings
    1. Frequency
      1. The BOD shall hold regular quarterly meetings.
      2. The AD may call a special meeting with one day's notice to each Director.
    2. Meetings may be held:
      1. In person at the offices of the Corporation or other duly chosen location.
      2. By telephone.
      3. Through the mails.
      4. Through electronic media such as e-mail, website, Internet chat, etc.
    3. Privacy
      1. Electronic meetings are closed, but the AD may invite one or more individuals to attend as guests.
      2. Meetings where the majority of the Directors are physically present shall be open to interested members, however:
        1. Such meetings shall be closed if matters of extreme delicacy or personal privacy may be involved.
        2. BOD spiritual retreats may be closed to the membership.
    4. Agenda
      1. The AD shall determine the agenda for each meeting.
      2. The Secretary shall communicate meeting agendas to the membership.
      3. Any member may request a position on the agenda of a BOD meeting.
        1. Arrangements for this shall be handled by the MA.
    5. Voting
      1. Two-thirds of the BOD, less any Directors who have been suspended or who are incapable of communicating a vote by proxy, shall constitute a quorum.
      2. Directors shall have one vote each.
        1. Any Director may give his/her proxy for a motion(s) to any other Director at any meeting.
      3. Votes shall be determined by simple majority unless otherwise noted in these Bylaws.
      4. The AD may veto any BOD vote.
        1. Three-quarters of the entire BOD may overrule such a veto.

Article 6: The Executive Committee

  1. The BOD may appoint an Executive Committee (EC) of two or more Directors.
    1. The EC shall include the Archdruid, who shall act as Chairperson.
  2. The EC shall handle the day-to-day running of the BOD.
  3. The EC shall not have the power to amend the Bylaws.

Article 7: Non-Director Officers

  1. Non-Director Officers are not voting members of the BOD.
  2. Non-Director Officers shall have access to E-mail.
  3. Administrator
    1. The BOD shall appoint the Administrator for a term of two years.
    2. The Administrator shall be responsible for the day-to-day operation of the Corporation including the provision of membership services.
    3. The Administrator may attend all BOD meetings, discussions and retreats.
      1. The Administrator may propose motions to the BOD.
    4. The Administrator may appoint an Administration Committee to assist in fulfilling her/his duties.
  4. Preceptor
    1. The BOD shall appoint the Preceptor for a term of 2 years.
    2. The Preceptor shall oversee the creation and administration of ADF study programs.
  5. Treasurer
    1. The Treasurer may also be known as the Pursewarden.
    2. The Treasurer shall be appointed by the Mother Grove for a term of two years with no term limits for office holders.
    3. The Treasurer shall be responsible for overseeing ADF finances.
    4. The Treasurer shall be responsible for keeping the Corporation's financial records according to generally accepted accounting principles for non-profit corporations.
    5. The Treasurer shall create quarterly financial reports for the BOD.
    6. The Treasurer shall propose budgets to the BOD.
    7. The Treasurer may attend all BOD meetings, discussions and retreats.
    8. The Treasurer may perform all those duties that would otherwise be performed by a non-profit corporation Treasurer.

Article 8: Removal and Replacement of Directors and Officers

  1. Removal
    1. Archdruid
      1. The AD may be removed by a referendum vote of the membership.
        1. The quorum shall be three-fourths of all available votes of the membership.
        2. The vote shall be decided by a majority.
      2. If the AD relinquishes his/her duties to the VAD for more than three months at one time, or a total of 12 months out of any 36, it shall be considered an offer of resignation.
        1. The BOD may accept or decline this offer.
    2. Directors other than the AD, and Non-Director Officers
      1. Notice
        1. No removal from office shall be made without written notice by registered mail to the last known address of the subject.
          1. The subject shall have 30 days to respond.
          2. Failure to respond shall constitute acceptance of removal.
        2. In case of emergency, the Archdruid may suspend a Director or Non-Director Officer subject to approval at the next BOD meeting.
          1. After such meeting, written notice shall be sent as specified above.
      2. Directors other than the AD
        1. Any Director, other than the AD, may be removed by a three-fourths vote of the other Directors.
          1. No proxy votes shall be used for the removal of Directors.
      3. Non-Director Officers
        1. Any Non-Director Officer may be removed from office by a two-thirds vote of the Directors.
  2. Replacement
    1. In the event of an AD departure, the VAD shall assume the office until a replacement may be elected during the next election cycle.
    2. In the event of a Director departure other than the AD:
      1. The BOD may appoint a replacement to serve until a replacement may be elected during the next election cycle.
        1. An appointed replacement may hold two offices at once.
          1. The same person shall not be both AD and MA at once.
    3. Officers shall serve a full term of office upon election.

Article 9: Suspension, Expulsion and Resignation of Members

  1. Grounds
    1. The BOD may, by a two-thirds vote, investigate a member's conduct when there is evidence that s/he:
      1. Has confessed or been found guilty of committing a felony with victim(s).
      2. Has engaged in disruptive or abusive conduct which works directly against the aims, activities or welfare of ADF or its members.
        1. Disruptive or abusive conduct includes, but is not limited to:
          1. Slander or libel against ADF or its leadership.
          2. Bigoted communication or behavior as described in the ADF Constitution.
          3. Active efforts to persuade members to resign or discourage non-members from joining.
        2. Disruptive or abusive conduct does not include:
          1. Temperate expression of disagreement including public or private, written or verbal criticism of ADF or its leadership.
          2. Vigorous debate over matters of scholarship, art, spirituality, or politics.
          3. Circulation of petitions to the BOD.
          4. Organization of members into voting blocks.
          5. Rudeness, thoughtlessness, or lack of social skills.
  2. Notice
    1. The BOD shall send written notice by registered mail to the member's last known address.
      1. The notice shall inform the member of the investigation, rules and guidelines, the accusations, the accusers, and any evidence.
      2. The member shall have 30 days to respond in his/her defense.
        1. Failure to respond shall constitute acceptance of BOD decisions regarding the investigation.
  3. Resignations during investigation:
    1. Should the member resign from ADF during the course of the investigation:
      1. The member shall be assumed to have admitted responsibility for the infractions.
      2. The member shall not be allowed to rejoin ADF without a 2/3 vote of the BOD.
  4. Actions
    1. After considering the evidence and the member's response, the BOD may, by a two-thirds vote:
      1. Suspend or expel the member.
        1. Suspended, expelled or resigned members may not hold office or act in any way as ADF representatives.
        2. Expelled or resigned members may not participate in ADF study programs.
      2. Ban a suspended or expelled member from:
        1. Attending ADF activities including public worship, and/or
        2. Rejoining ADF.

Article 10: Open Financial Records

  1. ADF accounting records:
    1. May be reviewed by any member upon request.
      1. If paper records are requested, a nominal fee for reproduction and mailing may be charged.
    2. Shall be summarized regularly as published financial reports.
  2. Local congregation accounting records:
    1. May be reviewed by any congregation member upon request.
    2. Shall be reported to ADF quarterly.

Article 11: Amendments to the Bylaws

  1. Bylaw amendments may be made at any annual meeting or referendum by a two-thirds vote of the entire voting membership.
  2. Bylaw amendments may be made by a two-thirds vote of the BOD.
    1. Once the Call for Nominations has been issued, no changes may be made to Bylaws affecting the election process, including:
      1. Director or Non-Director Officer positions open for election.
      2. Election methods for Directors or Non-Director Officers.

Article 12: Non-Profit Nature of the Corporation

  1. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, Directors, Officers, or other private persons.
    1. The Corporation may pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in the ADF Constitution.
  2. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation.
    1. The Corporation shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office.
      1. Intervention includes the publication or distribution of statements.
  3. Notwithstanding any other provisions of the Articles of Incorporation, the ADF Constitution or Bylaws, this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation.
  4. Upon the dissolution of this Corporation, the BOD shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all 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 Neopagan religious, educational or charitable purposes as shall at that time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 as revised (or the corresponding provision of any future United States Internal Revenue Law), as the BOD shall determine.
    1. Any assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such Neopagan organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article 13: Subgroup Charters

  1. A subgroup Charter:
    1. Recognizes a subgroup as authorized by ADF.
    2. May be issued by:
      1. The BOD.
      2. A subgroup authorized by the BOD to issue charters.
    3. May be issued for:
      1. Any period of time.
        1. Charters without end dates shall be valid until revoked by the BOD or issuing subgroup.
    4. May be changed or revoked by:
      1. The BOD.
      2. The subgroup which issued its charter, if any.
    5. Contains the following:
      1. Purpose.
      2. Leadership positions and their selection methods.
      3. Membership definition and requirements.
      4. Activity description and constraints.
      5. Requirements for:
        1. Operating policies, including that such policies be kept on file with the issuing body.
        2. Reporting to the issuing body.
        3. Retaining the Charter.
      6. Any other mandates or restrictions determined by the issuing body.
  2. A chartered subgroup:
    1. Shall be given the maximum amount of autonomy in the execution of its Charter.

Article 14: Membership Protection

  1. The Board of Directors may establish procedures to protect the membership.
    1. Background Checks
      1. Background checks may be instituted for all existing and future members of ADF Clergy.
      2. Background checks may be instituted for all existing and future members of the Board of Directors.
      3. The Board of Directors may institute background checks for other leaders as needed.
    2. Financial Checks
      1. Financial checks and credit reports may be instituted for those directors, officers, and appointees who handle or can access the funds and accounts of ADF International.