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Black Rose Spiritual Center
By-Laws
ARTICLE 1. Name
The name of the non-profit, religious corporation
shall be Black Rose Spiritual Center.
ARTICLE II. Definitions
Section 1: Center shall mean and refer to the
Black Rose Spiritual Center.
ARTICLE III. Statement of Identification:
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 IV. Mission Statement:
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 like minded 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 V. Religious Organization:
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 or any future federal tax
code.
Section 1: The Black Rose Spiritual Center shall
have power to establish, modify or dissolve
schools, other affiliated religious orders, groups,
and associations.
Section 2: The Black Rose Spiritual Center shall
have power to authorize, bestow, grant, issue or
revoke certificates, charters, degrees, credentials,
diplomas, memberships and ordinations through
the Black Rose Spiritual Center, its Order of
Clergy, or any subsidiary organizational body
created by the Black Rose Spiritual Center.
Section 3: The Black Rose Spiritual Center shall
have the power to apply for and receive grants,
accept bequests, and to establish and maintain
an endowment fund.
Section 4: The Black Rose Spiritual Center shall
have the power to own property, for the above
expressed purposes.
Article VI. Adherence to Purpose:
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 V 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 VII: Distribution of Assets
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.
Article VIII: Personal Liability
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 IX: Governing Body
The governing body of Black Rose Spiritual
Center shall be its Order, which will be
comprised of the First Clergy, First Envoy, and
Second Clergy, 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.
Section 1: 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.
Section 2: Envoys shall have the power of
individual vote, one pre 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.
Section 3: Envoys shall have no power of vote
on ecumenical matters brought to vote before the
Order.
Section 4: 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.
Section 5: 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 specially 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.
Section 6: 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.
Section 7: 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.
Section 8: 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.
a. 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,
with the consent of or by direction of the Order,
to maintain the Council if desired until the
regular October election.
b. 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.
c. 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.
Section 9: In any period of time where there are
no Envoys a member of Clergy make 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 X: The Council
Envoys shall maintain and facilitate for the
congregation of Black Rose Spiritual Center an
open forum, know as the Council. Envoys shall
select from among themselves a First Envoy who
shall serve as facilitator of the Council until
retiring or no longer elected to office. If the
Envoys cannot select from among themselves a
First, the First Clergy will select the First
Envoy.
Section 1: Council shall meet no less than once
per month.
Section 2: The First Envoy shall record the
names and number of those in attendance and
any congregational vote by number at each
meeting.
Section 3: The First Envoy shall have the power
to appoint a secretarial assistant to help
maintain records so long as any monetary
payment for such services is previously approved
by the Order.
Section 4: The Envoys shall take note of
concerns, desires, comments, suggestions, and
ideas presented in Council, and serve as the
representative of the general congregation to The
Order. There the Envoys shall seek to present
the desires and will of the general congregation.
Section 5: While Envoys shall make every effort
to note the expressed opinions of all persons in
attendance at any Council meeting, only voting
members of the Church shall be given authority
to make vote at Council.
Article XI: Membership
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.
Section 1: 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 Black Rose Spiritual
Center while at any Church function or when
representing him 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.
Section 2: 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 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.
a. Attendance requirements may be waived on
per case basis for hardship by vote of the Order
and Envoys.
b. 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 per case basis, in kind service in lieu of the
membership donation.
c. 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.
d. 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.
Section 3: 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 the Council.
Section 4: Membership to 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.
Section 5: 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 XII: First Clergy
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 XIII: Duties and Responsibilities of the
Order (Board of Directors)
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.
Section 1: 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.
Section 2: 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.
Section 3: Upon election of a new First
Clergy, the Second Clergy shall without fail
immediately resign position.
Section 4: 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
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.
Secretary – bears the responsibility for keeping
all records of Order meetings, and for
maintaining communication within the Order.
The Secretary shall make effort to have available
copies of all minutes of meetings for Clergy or
Envoys who are absent due to illness, or any
approved absence. No minutes of meetings shall
be distributed to Clergy on Sabbatical. The
Secretary shall also maintain a current list of all
members of the Church. The Secretary shall keep
record of all official correspondence, minutes,
disciplinary actions, votes, and other
documentation on file with the Church. The
Secretary shall also maintain a record all
procedural aspects of the governing of the
Church, including any written by-laws, creeds, or
directives. Secretary 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 mage 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 XIV: Elders:
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 position, 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 its
Council.
Article XV. Religious Entity:
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 XVI. Sacred Silence:
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 XVII. Amending Governing Documents:
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 Third,
Article the Fourth, and Article the Fifth as set
herein.
Article XVIII. Fundraising:
Although a spiritual organization, Black Rose
Spiritual Center recognizes the need to operate in
the secular or material world. In order to
disseminate the message of tolerance and the
ideology of acceptance of all religious beliefs and
serve the needs of our congregation fundraising
efforts will be an ongoing concern for the
organization. Black Rose Spiritual Center’s
primary fundraising effort will be the sale of
candles made by members of the congregation.
Candles are used in almost all religious and/or
spiritual practices and hence represent not only
the light of the spirit, but the unity of all. Black
Rose Spiritual Center may engage in other
fundraising activities as deemed appropriate by
the Council and Order. All fundraising activities
will be overseen by the Treasurer to ensure
appropriate accounting of all financial activities.