Articles of Incorporation
Black Rose Spiritual Center
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:
The name of the non-profit corporation shall be Black Rose Spiritual Center.
The name and address of the registered office/agent in Montana is:
Dr. Nikki J. Delaney, Rev.
420 Mill Creek Road
Hamilton, MT 59840
The name and address of the incorporator is as follows:
Dr. Nikki J. Delaney, Rev.
420 Mill Creek Road
Hamilton, MT 59840
The Nonprofit Corporation known as Black Rose Spiritual Center will have members.
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.”
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.”
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.
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.
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:
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
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.
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
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.
- 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.
- 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.
- 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.
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
- Attendance requirements may be waived on a per case basis for hardship by vote of the Order and Envoys.
- 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.
- 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.
- 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.
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
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
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.
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.
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.
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.
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
Black Rose Spiritual Center