Adopted on __, 2025 This version incorporates revisions adopted *May 18, 2025* to strengthen audit triggers, officer‑compensation safeguards, dissolution specificity, sacramental legal‑compliance language, and references to key operating policies.
Legal Name. The name of this religious nonprofit corporation is Awakening Spiritist Church (ASC) (the “Church”), organized under the Texas Business Organizations Code as a nonprofit corporation.
Principal Office. The principal office shall be located in the State of Texas at an address determined by the Board of Directors (“Board”). The Church may maintain additional offices as the Board deems appropriate.
Purpose. The Church is organized exclusively for religious, charitable, and educational purposes within the meaning of §501(c)(3) of the Internal Revenue Code of 1986 (the “Code”), as amended.
Mission Statement.
“To foster lasting peace and unity in every community, near and far, by centering harm‑reduction and the common good through inclusive education, collaborative civic action, and safe, science‑guided use of sacramental and mind‑opening practices.”
Powers. The Church shall have all powers conferred upon nonprofit corporations by the State of Texas, provided those powers are not inconsistent with the Church’s religious character or its qualification as a tax‑exempt organization under §501(c)(3).
Spiritual Foundation. The Church affirms a Spiritist understanding that spiritual growth, compassionate service, and personal revelation arise through communion with the Divine and responsible engagement with sacramental, mind‑opening practices.
Harm‑Reduction Commitment. The Church pledges to promote safety, informed consent, and evidence‑based guidelines in all sacramental practices.
Inclusivity. The Church welcomes individuals of every background, identity, and belief who support its mission and values.
Legal Compliance of Sacraments. All sacramental or mind‑opening practices shall comply with applicable federal, state, and local laws or operate pursuant to a valid religious‑use exemption or court order. The Church shall maintain written informed‑consent, harm‑reduction, and safety protocols for such practices.
Eligibility. Any person who affirms the Church’s mission and principles, participates in its activities, and intends to support its work may become a Member upon completion of an orientation process approved by the Board.
Rights & Responsibilities. Members may attend all membership meetings, vote on matters reserved to Members, and serve on committees. Members are expected to uphold the mission, contribute time or resources as able, and practice mutual respect.
Discipline & Termination. The Board may suspend or terminate a Member for (a) conduct that materially violates these Bylaws or any written Church policy; or (b) actions that seriously harm the Church’s reputation or religious mission.
Due‑Process Safeguards. Before imposing any sanction the Board shall:
i. deliver written notice to the Member stating the specific allegations and proposed action at least thirty (30) days before a hearing;
ii. allow the Member to submit a written response;
iii. hold a hearing (in‑person or electronic) at which the Member may speak and be accompanied by a supporter; and
iv. require a two‑thirds vote of the Directors then in office to impose any sanction.
A disciplined Member may appeal to the full membership by submitting a written request within fifteen (15) days of the Board’s decision; a simple majority of Members present at a special meeting called for that purpose shall decide the appeal.
Due‑Process Policy. The Board shall adopt and maintain a separate Membership Due‑Process Policy consistent with this Article and make it available to all Members.
Authority. The Board is the governing body of the Church, responsible for strategic direction, fiscal oversight, and safeguarding the Church’s tax‑exempt status.
Number & Qualifications. The Board shall consist of no fewer than three (3) and no more than eleven (11) Directors, all of whom must be Members in good standing and at least eighteen (18) years of age.
Term. Directors serve three‑year staggered terms and may succeed themselves once. After two consecutive terms, a Director must rotate off the Board for at least one year before re‑election.
Meetings. The Board shall meet at least quarterly. A majority of Directors constitutes a quorum. Meetings may be held in‑person or via secure electronic means authorized by Texas law and in accordance with the Church’s Electronic Meeting & Notice Policy.
Officers. The Board shall elect a President, Secretary, and Treasurer from among its Directors and may appoint additional officers as needed.
Removal & Vacancies.
a. Removal for Cause. A Director may be removed for cause—including breach of fiduciary duty, gross misconduct, criminal conviction involving moral turpitude, or unexcused absence from three (3) consecutive Board meetings—by a two‑thirds vote of the remaining Directors and subsequent ratification by the Members at the next regular or special membership meeting.
b. Member‑Initiated Removal. Ten percent (10 %) of Members may petition the Secretary to place the question of a Director’s removal on the agenda of a special meeting to be called within forty‑five (45) days. Removal under this paragraph requires a two‑thirds vote of the Members present.
c. Filling Vacancies. Any mid‑term vacancy may be filled by majority vote of the remaining Directors, but the appointee shall serve only until the next membership meeting, at which time the Members shall vote to ratify or replace the appointment for the balance of the unexpired term.
President. Presides at Board and Member meetings, ensures implementation of Board decisions, and serves as chief executive officer.
Secretary. Maintains corporate records, minutes, and membership roster; ensures required filings with state and federal agencies.
Treasurer. Oversees finances, prepares budgets and financial reports, and ensures sound accounting practices in accordance with IRS and state regulations. The Treasurer shall present written financial reports to the Board at each regular meeting and to the Members at least quarterly.
Standing Committees. The Board may establish standing committees (e.g., Finance, Education & Harm‑Reduction, Community Outreach) to advance key aspects of the mission.
Ad‑Hoc Committees. The Board may create ad‑hoc committees for specific tasks and dissolve them upon completion of their charge.
Annual Meeting. The Church shall hold an annual meeting of Members each calendar year to receive reports, elect Directors, approve major decisions, and celebrate progress.
Special Meetings. Special meetings may be called by the Board or by written petition of ten percent (10 %) of the Members.
Notice. Written or electronic notice stating the time, place, and purpose of any meeting shall be delivered at least ten (10) days in advance, in a manner consistent with the Church’s Electronic Meeting & Notice Policy.
Quorum & Voting.
a. Ordinary Business. Twenty percent (20 %) of Members constitutes a quorum for business other than the matters listed in paragraph (b). Except as otherwise required, actions are approved by a majority of Members present and voting.
b. Fundamental Actions. Thirty‑three percent (33 %) of Members constitutes a quorum for votes on amendments to these Bylaws, amendments to the Articles of Incorporation, dissolution, or the sale, lease, or exchange of substantially all assets. Approval of such actions requires both (i) a two‑thirds vote of Members present and voting, and (ii) compliance with any additional statutory requirements.
Fiscal Year. The fiscal year of the Church shall begin on January 1 and end on December 31.
Funds & Accounting. All funds shall be deposited to the credit of the Church in financial institutions selected by the Board. The Treasurer shall maintain accurate accounts in accordance with generally accepted accounting principles and present the reports required under Article VI §3.
Compensation & Reimbursement. Directors and Officers shall serve without compensation except for reasonable reimbursement of approved expenses or for compensation that is (i) approved in advance by a majority of disinterested Directors; (ii) documented in the minutes; and (iii) demonstrably reasonable and not excessive, consistent with §4958 “intermediate sanctions” guidelines.
Audits & Compilations. The Board shall arrange for at least an external financial compilation once annual revenue exceeds $250,000, and a full independent audit once revenue exceeds $500,000.
Conflict‑of‑Interest Policy. The Church adopts a written Conflict‑of‑Interest (COI) Policy consistent with IRS Form 1023 instructions.
a. Annual Disclosure. Each Director, Officer, and Key Employee shall sign a COI disclosure form annually and whenever a potential conflict arises.
b. Duty to Disclose & Recuse. An interested person must disclose all material facts, leave the meeting during any discussion or vote on the matter, and shall not be counted for quorum purposes regarding that vote.
c. Board Determination. The remaining disinterested Directors shall decide by majority vote whether a conflict exists and, if so, whether to approve the transaction pursuant to the COI Policy’s fair‑and‑reasonable standards.
d. Recordkeeping. The Secretary shall retain signed disclosure statements and related minutes for seven (7) years.
Whistle‑Blower & Anti‑Retaliation Policy. The Church adopts a written policy protecting individuals who, in good faith, report suspected misconduct. The policy shall prohibit retaliation, outline reporting channels, and be reviewed annually by the Board.
Document Retention & Destruction Policy. The Church adopts a written policy specifying retention periods for corporate records, secure destruction procedures, and litigation‑hold protocols consistent with IRS guidance and Texas law.
Child & Vulnerable‑Adult Safety Policy. The Church shall maintain and follow a safety policy that addresses screening, training, supervision, and mandatory‑reporting obligations when working with minors or vulnerable adults.
Electronic Meeting & Notice Policy. The Church may conduct meetings and deliver notices via secure electronic means (e‑mail, video conference, electronic signature platforms) in accordance with Texas law and the policy adopted by the Board.
The Church shall indemnify its Directors, Officers, committee members, and employees to the fullest extent permitted by Texas law except for acts of fraud, gross negligence, or willful misconduct. The Board may purchase liability insurance to support this obligation, provided that indemnification is subordinate to any available insurance proceeds.
No Private Inurement. No part of the net earnings of the Church shall inure to the benefit of, or be distributable to, its directors, officers, members, or private persons except for reasonable compensation for services rendered.
Political Neutrality. The Church shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate.
Legislative Activities. The Church may engage in insubstantial lobbying activities consistent with §501(c)(3) limitations.
Upon dissolution of the Church, assets shall be distributed for one or more exempt purposes within the meaning of §501(c)(3) of the Code to organizations whose religious or charitable purposes are substantially similar to those of the Church, or to federal, state, or local governments for a public purpose. Any assets not so disposed of shall be distributed by a court of competent jurisdiction in the county in which the principal office is located.
These Bylaws may be amended at any meeting where the quorum requirements of Article VIII §4(b) are met. Amendments require a two‑thirds vote of the Members present and voting, provided that written notice of the proposed amendment has been given at least ten (10) days prior to the meeting. Amendments shall not conflict with the Church’s Articles of Incorporation, the Texas Business Organizations Code, or the requirements of §501(c)(3).
Recordkeeping. The Secretary shall maintain a chronological change‑log of all amendments to these Bylaws, including adoption dates and brief descriptions of each change.
Certified by the undersigned as a true and correct copy of the Bylaws adopted on the date first written above.
Secretary _________ President _________