Black Rose Spiritual Center - Articles of Incoporation

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Articles of Incorporation of the undersigned, a
majority of whom are citizens of the United
States, desiring to form a non-profit corporation
under the meaning of section 501(c)(3) of the
Internal Revenue Code and as recognized by the
State of Montana, and desiring to be recognized
before the Divine in all the aspects thereof, do
hereby certify:

ARTICLE 1:
The name of the non-profit corporation shall be
Black Rose Spiritual Center.

ARTICLE 2:
The name and address of the registered
office/agent in Montana is:
Dr. Nikki J. Delaney, Rev.
420 Mill Creek Road
Hamilton, MT 59840

ARTICLE 3:
The name and address of the incorporator is as
follows:
Dr. Nikki J. Delaney, Rev.
420 Mill Creek Road
Hamilton, MT 59840

ARTICLE 4:
The Nonprofit Corporation known as Black
Rose Spiritual Center will have members.

ARTICLE 5:
The Black Rose Spiritual Center takes the
following as its Statement of Identification:
“The Black Rose Spiritual Center is a non-
denominational, multi-devotional Church,
devoted to sustaining the community through
worship, education, and charitable acts.”

ARTICLE 6:
Black Rose Spiritual Center takes the following
as its Mission Statement: “Our mission is to
provide a place of worship, a community, and a
connecting point for likeminded individuals who
identify themselves as being on a spiritual path
or journey. We shall provide for all manner of
pastoral services through trained members of
Clergy. We shall endeavor to facilitate
communication between members of all esoteric
religions and those of the more common religions
of the present day, and also seek to educate both
the general public and members of the Church
about various beliefs and practices as a whole.”

ARTICLE 7:
The place in this state where the principal office
of the Black Rose Spiritual Center is located in is
the City of Hamilton, Montana, County of
Ravalli.

PART A: Black Rose Spiritual Center shall have
the right to relocate the principal office of the
Church as necessary, in keeping with all
applicable Federal and State regulations, and
providing for notification and/or consent from
all appropriate governmental bodies either State
or Federal as necessary.

ARTICLE 8:
Black Rose Spiritual Center is organized
exclusively for religious purposes, and the term
“charitable acts” shall be limited to and shall
include only religious, charitable, or educational
purposes within the meaning of those terms used
in section 501(c)(3) of the Internal Revenue
Code, or the corresponding section of any future
federal tax code, including, for such purposes, the
making of distributions to organizations that
qualify as exempt organizations under Section
501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax
code.

Part A: The Church shall have power to
establish, modify or dissolve schools, other
affiliated religious orders, groups and
associations.

Part B: The Church shall have power to
authorize, bestow, grant, issue or revoke
certificates, charters degrees, credentials,
diplomas, memberships and ordinations through
the Church, its Order of Clergy, or any subsidiary
organizational body created by the Church.

Part C: The Church shall have power to apply
for and receive grants, accept bequests, and to
establish and maintain an endowment fund.

Part D: The Church shall have the power to
own property, for the above expressed purposes.

ARTICLE 9:
The names and addresses of the persons who are
the initial officers of the governing branch of the
Black Rose Spiritual Center, known as The
Order, are as follows:

Officers:

First Clergy (President)
Reverend Nikki Judge Delaney, D.Div., Th.D.
420 Mill Creek Road
Hamilton, MT 59840

First Envoy (Vice President)
Abbie Marie Jones
4710 Eastside Hwy
Stevensville, MT 59870

Second Clergy (Treasurer/Secretary)
Reverend James R. Delaney
420 Mill Creek Road
Hamilton, MT 59840

ARTICLE 10:
No part of the net earnings of the Black Rose
Spiritual Center shall inure to the benefit of, or
be distributable to its members, trustees, officers,
or other private persons, except that Black Rose
Spiritual Center shall be authorized to make
payments and distributions in the furtherance of
the purposes set forth in Article 8 hereof. No
substantial part of the activities of Black Rose
Spiritual Center shall be the carrying on of
propaganda, or otherwise attempting to
influence legislation, nor the political campaign
on behalf of or in opposition to any candidate
for public office. Notwithstanding any other
provision of these articles, Black Rose Spiritual
Center 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.

ARTICLE 11:
Upon dissolution of Black Rose Spiritual Center
and the cessation of its activities or
establishment as a Church, assets remaining to
the Church shall be distributed to exempt
religious organizations within the meaning of
Section 501(c)(3) of the Internal Revenue Code,
or the corresponding section of any future federal
tax code. Additionally, assets shall only be
distributed to religious organizations which can
show that they promote religious identification
consistent with that of Black Rose Spiritual
Center. The officers of the Church at the time of
dissolution shall determine which organizations
meet this qualification. Any such assets not
disposed of in this manner shall be disposed of
by a Court of Competent Jurisdiction of the
county in which the principal office of the
Church is located, exclusively for such purposes
or to such organizations as the said Court shall
determine, which are organized for the exempt
religious purposes, and meet the requirements
related to the religious identification of Black
Rose spiritual Center, in that they are spiritual
in nature.

Part A: The members, Officers, Founders, and
Clergy of the Church shall have no personal
liability for any debt of Black Rose Spiritual
Center or its affiliates, to the fullest extent
allowed by applicable State and Federal law.

ARTICLE 12:
The governing body of Black Rose Spiritual
Center shall be its Order, as shown by the list of
Order members in Article 9 hereof, with the
addition of additional Envoys, restricted as
described herein. The Order shall consist only of
the active members of the Church, as determined
by existing Order regulations and shall be
primarily composed of ordained clergy, and one
Envoy.   However, all Envoys are
representatives of the congregation to the Order.

Part A: Three Envoys of the Church shall be
selected from among the Congregation as set
forth by standards and rules of this Charter, and
shall be seated among the Order. Envoys shall be
bound by appropriate Oaths of responsibility
and confidence on all matters and discussions.
Envoys shall represent the primary will and
interests of the congregation as a whole once the
congregation meets a minimum of 30 members.
Until such time that the congregation meets a
minimum of 30 members, a single Envoy will
serve with the ordained clergy as a member of the
Order to assist in the guidance of the Black Rose
Spiritual Center.

Part B: Envoys shall have the power of
individual vote, one per person, on all secular
matters of the Church brought to vote before the
Order. Proxy vote may be allowed at the
discretion of the First Clergy, but absentee
ballots shall be neither sought nor accepted of
Envoys.

Page C: Envoys shall have no power of vote on
ecumenical matters brought to vote before the
Order.

Part D: The decision as to whether a matter
brought to vote is secular or ecumenical in nature
is solely the decision of the First Clergy.
Disputes over the First Clergy’s decision may be
appealed by Envoys or Clergy to the Order, and
the Order can override the First Clergy’s decision
by a two-thirds majority.

Part E: Any Envoy found to have violated his
or her Oath of confidence shall be subject to
suspension or removal by the order of the First
Clergy, to be confirmed by a vote of the Order
and remaining Envoys at the next regular
meeting of both, or at a specifically convened
meeting. Any Envoy who has been determined
to have been promoting self interest over
congregational interest may be subject to
suspension or removal by the order of the First
Clergy, to be confirmed by a vote of the Order
and remaining Envoys.

Part F: The Clergy of Black Rose Spiritual
Center shall have the authority to call, at will, a
closed meeting of the Order, which shall exclude
all other persons, including Envoys.

Part G: Envoys shall be selected from among
voting members of the Black Rose Spiritual
Center’s congregation by simple vote, allowing
for a maximum of three Envoys at a time and no
minimum. Envoys shall register to run for
position at least one month in advance of the
election.

Part H: Elections for the position of Envoy
shall be held in October. One Envoy (to a
maximum of three at any one time with no
minimum) may be elected per every ten voting
members of the Church who participate in the
election.

1. If an Envoy wishes to resign his or her
position prior to the expiration of the term of
office, no special election will be held to replace
the Envoy, even if there is no active Envoy
remaining. A member of Clergy may undertake,
at the consent of or by direction of the Order, to
maintain the Council if desired until the regular
October election.

2. At the initial implementation of Council or
reinstatement of Council (should Council have
either folded or an Envoy election arrive with no
active Envoy in place) there may be a maximum
of two Envoys elected pursuant to the above
specified requirements. Only one additional
Envoy can be added the following year if there
are two in place from the previous year.

3. Envoy terms are to be limited to two years,
with no limit on reelection. However, reelection
shall be subject to the same limits as initial
election, meaning at least ten voting members of
the Church must participate in an election in
order to establish an Envoy position and Council.

Part I: In any period of time where there are no
Envoys a member of Clergy may take action, at
the behest of the Order, to organize and establish
the Council, serve as Facilitator of the Council,
and regulate the election of regular Envoys. The
Clergy member so directed will resign at the first
regular meeting of the Council once at least one
Envoy was elected to position and had taken
appropriate oaths before the Order.

ARTICLE 13:
Membership to Black Rose Spiritual Center shall
be open to any person who has attained the age
of majority, or to any person under the age of
majority with the written consent of a parent or
legal guardian. Members shall be defined as
either Associate Members or Voting Members.

Part A: Associate members of the age of
majority or older must sign a statement
requesting membership and agreeing to abide by
the Code of Conduct of the Black Rose Spiritual
Center while at any Church function or when
representing his or herself as a part of the
Church. Associate Members have neither
minimum attendance requirements nor any dues.
Associate Members may attend Council meetings
but have no voting privileges.

Part B: Voting Members must be age of majority
and must sign a statement requesting
membership and agreeing to abide by the Code of
Conduct of Black Rose Spiritual Center while at
any Church function or when representing his or
herself as a part of the Church. In addition,
Voting Members must meet minimum attendance
requirements of sixty (60%) of all Church
functions over the course of a 12 month period
to maintain voting member status. Upon
applying for voting member status, the applicant
will be required to meet the minimum attendance
requirements for six months before status
becomes effective. A Voting Member will be
required to contribute a one time only donation
of $20.00

1. Attendance requirements may be waived on a
per case basis for hardship by vote of the Order
and Envoys.

2. The one time donation may be waived on a
per case basis for hardship by the First Clergy or
appointed representative, and may also accept,
on a per case basis, in kind service in lieu of
membership donation.

3. The Order and Envoys reserve the right to
adjust the attendance requirement or any
membership donation set forth herein by two-
thirds majority vote at any time.

4. Any Associate member who does not attend
services of the Church for six consecutive months
for any reason may be removed from the roster of
active membership, at the discretion of the Order.

PART C: Membership in the Church confers the
right to attend services, functions, and events
hosted by Black Rose Spiritual Center, the right
to clergical intervention, assistance and
counseling on ecumenical or moral matters, the
right to request Clergy to participate, in
conjunction with Black Rose Spiritual Center, in
rites of a religious nature. In addition, Voting
membership confers the right to run for and be
elected to position of Envoy, and to vote on any
matter brought before Council.

PART D: Membership in the Church is deemed a
privilege and a responsibility, not entitlement,
and may be revoked at the discretion of the
governing body of the Church. Regulations
pertaining to membership, its responsibilities,
obligations, and benefits are maintained by the
Council of Black Rose Spiritual Center and
modified when necessary by agreement between
Order and Envoys and are not necessarily
reflected as defined by this Charter.

PART E: Other participants in Church
activities who have not signed membership
statements are considered guests, but must abide
by Church rules while at Church events or on
Church property. Guests who violate those rules
may be asked to leave. The Church maintains no
responsibility for nor liability for any guest nor
any guest’s actions.

ARTICLE 15:
The Office of the First Clergy is an elected
position, in that the general membership of the
Church has no prerogative in the election. The
Clergy, maintaining the Black Rose Spiritual
Center, shall elect the First Clergy from among
the ranks of the active Clergy, and confirm this
election through a vote of confidence. Once
confirmed, the First Clergy is held to be “First
Among Equals” in that he or she has only one
vote among the whole, but is the selected
directing voice of the Order. This vote of
confidence will be held bi-annually on the first
meeting of the Order following January 1st. The
First Clergy may maintain this position so long
as he or she is capable of fulfilling the
responsibilities of the Office and as long as he or
she can sustain the bi-annual vote of confidence
and willingly accepts the position.

ARTICLE 16: The description of office, the
duties and responsibilities for each of the Order
positions are as follows:

First Clergy – will be responsible for overseeing
all Church functions, and has the final say, or tie-
breaking vote on all Order decisions. The First
plans, organizes and leads all Order meetings, or
directs for their organization and leadership.
The First has the responsibility of maintaining
control and discipline within the Order, keeping
records pertaining to Clergy, ordination, religious
services and rites performed through the Church,
planning and organizing the worship services,
rituals, and religious events for the Church and
its members. The First Clergy may also make
decisions of ecumenical nature when necessary,
when a full meeting of the Order is not possible
nor practical.

Second Clergy – has the primary responsibility of
supporting the First in the daily operations and
activities of the Church, to oversee the Church’s
functions in the absence of the First, and to lead
Order meetings in the absence of the First.
Because of the necessary interaction between the
First Clergy and the Second, the First Clergy
shall be able to both appoint and dismiss a
Second, or leave such decision to the Order vote.

Part A: The Second Clergy, whether appointed
or elected shall serve no longer than the First
Clergy under whose tenure he or she took office
than it shall take for the Order to elect a new
First.

Part B: In the event of the long-term incapacity,
resignation, or removal of the First Clergy the
Second shall convene a meeting of the Order at
the first available time and without fail
facilitate the election of a new First Clergy.

Part C: Upon election of a new First Clergy, the
Second Clergy shall without fail immediately
resign the position.

Part D: Previous occupation of the position of
Second Clergy shall not bar any person from
subsequent selection to the same position.

Treasurer – has the responsibility for managing
the Church’s financial books, and maintaining
and updating all banking and investment
records. He or she shall also maintain a record of
those who have contributed financially towards
the Church, and has the primary responsibility of
collecting those donations, and providing
notification of contribution for tax purposes.
The Treasurer shall report to the Order each
meeting with information regarding the fiscal
status of the Church, donations, expenditures,
and other revenue. The Treasurer shall also
establish the operating budget for the Church,
and has final approval of expenditures although
is directed to comply with the vote of the Order
and Envoys. The Treasurer shall also draft a
complete and detailed report of all revenues and
expenditures for the Church Black Rose Spiritual
Center, at least once per annum, meeting the
Internal Revenue Code for 501(c)(3)
organizations and tax filing. The Treasurer shall
maintain his or her position so long as capable
and desiring to continue, through a vote of
confidence, held bi-annually in years opposite
that of which the First is confirmed. The
positions of Secretary and Treasurer may be
combined to one position titled
Secretary/Treasurer.

Outreach Counsel – Serves as the public affairs
coordinator with the Church, and is the public
spokesperson for the Church. The Outreach
Counsel has the primary responsibility for
maintaining and furthering the image of the
Church to the membership, the greater religious
community, and the general community in which
the Church resides. The Outreach Counsel shall
also seek out and maintain contacts within the
community, both pagan and non pagan, in an
effort to redefine the image of positive
spirituality and the enrichment thereof. The
Outreach Counsel shall maintain his or her
position so long as capable and desiring to
continue, through a vote of confidence, held bi-
annually in years opposite that of which the
First is confirmed.

Steward – Has the responsibility to collect,
store, and maintain all ritual tools and supplies
belonging to the Church, or arrange for their care
and maintenance, including hiring persons to do
so, so long as all expenditures are approved by
Order vote and Treasury. The Steward is
appointed by the First Clergy, and maintains his
or her position until the First either removes the
appointment, resigns, or fails a vote of
confidence, at which point the previous Steward
may be re-appointed or a new Steward
appointed.

All positions may be refused by the electee, or
resigned at any time by the office holder, upon
written notice to Black Rose Spiritual Center.
All officers may hire or otherwise appoint
assistants as their positions and needs may
dictate. However, no payment for services
rendered shall be promised or made for any
assistant to any officer unless approved by the
Order and available funds are within Treasury.

ARTICLE 17:
In addition, Black Rose Spiritual Center shall
acknowledge the position of Elder within the
Church. Elders of the Black Rose Spiritual
Center are all those members of the Church who
have served as Clergy for Black Rose Spiritual
Center and retired in good standing with the
Church, who have served as Envoys and retired
from positions, or who have retired from active
service within the Church in a manner of good
standing, and also those members of the general
membership who have been named Elders of the
Church by decision of the Order in recognition of
their service and wisdom. These Elders can serve
as advisory members of the Council and the
Order, but do not have a vote within the Council
or Order.   Additionally, the Elders of the Church
may, by unanimous vote, if there are more than
seven Elders, override or enforce matters of
discipline within the Church, its Clergy, and it’s
Council.

ARTICLE 18:
As the Black Rose Spiritual Center is a religious
entity, the Church and its members reserve the
right to hold worship around religious events as
it is deemed appropriate by the decision of the
ecumenical body, the Order. This includes but is
not limited to the religious holidays of the
calendar year, as set forth by the Order, as well
as to hold regular worship services. Black Rose
Spiritual Center shall have the right to perform
all rituals and rites associated with the faith set
forth by the Church, including the marking of
life events, such as marriage, divorce, birth,
death, etc.

ARTICLE 19:
The condition of “sacred silence” shall bind the
Clergy of the Order, in that it is a tenement of
the faith and in that it appears forthwith in this
document of organization. The meaning of this
is that any person who chooses to call upon one
of the Clergy, in that Clergy person’s capacity as
a member of the clergy, and before speaking of
the subject matter to be held in sacred silence,
may request that the matter they wish to discuss
be held in “sacred silence.” Upon agreeing to
hold the subject in “sacred silence” the Clergy
person is bound by Oath before the Divine to
keep silent whatever he or she may hear from
that point forward. This covenant is
unbreakable for any reason, and the Clergy
person may only be released from the bonds of
sacred silence by the person who imposed it.

ARTICLE 20:
The Articles of Incorporation, and other
governing regulations, written or unwritten, of
the Black Rose Spiritual Center may be amended,
revoked, revised or suspended by a two third
vote of assent by the Order, insofar as they do
not violate nor infringe upon Article the Fifth
and Article the Seventh as set herein.

Signed and accepted as the governing document
of the Black Rose Spiritual Center by the
incorporator, a member of Black Rose Spiritual
Center’s Clergy on the 2nd day of January, 2002
of the Common Ear, Spirits Be Praised!

Nikki J. Delaney
D.Div, Th.D.
Reverend
First Clergy/President
Black Rose Spiritual Center
Incorporator