BYLAWS OF THE OPEN HALLS PROJECT INC
Through this document the Corporation known as the Open Halls Project INC will be referred to as Project or the Project.
Article I: Purpose
The mission of the Open Halls Project is to offer support and advocate for actively serving military heathens, their families, and heathen veterans of the United States military. We will support and encourage similar missions in other countries when and where appropriate.
Article 2: Members
Membership in the Project will require registration with the Project. Any members who have formally registered with the Project through our Google registration form will be considered members at the signing of these By-Laws. This shall exclude any registrants the Board feels are not fit to be members of the Project.
From this date forward, Membership will require a formal registration with the Project.
Membership dues may be considered, but cannot be enacted without Unanimous Approval of the Board of Directors and Majority Approval of the Board of Advisors. Dues may be increased with a majority vote of both Boards. Dues may not be increased more than 10% at any time. Dues may only be increased 1 time per year.
The membership will be tasked with electing the electable members of the Board of Directors when those positions are due for an election.
Membership in the project is required to vote and to be invited to formal Project events. However, membership is not required to be a recipient of assistance from the Project.
Members may be removed at the discretion of the Board of Directors. Members may make an appeal against removal which must be reviewed by both the Board of Directors and the Board of Advisors. A vote to retain a member will require a majority vote in the Board of Directors, the Board of Advisors will be given 2 votes in this process.
Article 3: Executive Directors and Board of Directors
Executive Director: There will be two executive directors. These executive directors will be referred to as Co-Director in all formal documentation. The Co-Directors will have 2 votes each in all board decisions or elections.
The Co-Director position will be for life or at any time the individual willingly chooses to resign from their position, or pursuant to a formal process for removal as discussed below. Formal resignation must be presented in writing to the Board of Directors at least 2 months prior to the date of resignation.
A Co-Director may only be removed from the organization by Unanimous Vote of the other Co-Director, the entire Board of Directors, and a majority of the Board of Advisors. This removal must be contingent upon proof of misdeed or illegal behavior that brings horrendous harm upon the Project. A formal review of evidence will occur at a special session of the Board which will be convened at the soonest possible time.
At the time of ratification these Co-Directors are Joshua Heath and Catherine Houghton (Heath). At the time when neither of these two persons is a Co-director a Board meeting must be convened to enact term limits and election proceedings upon the Co-Director position.
Chief Financial Officer (CFO): The primary duties of the CFO will be to organize the financial accounts of the Project. The CFO will produce quarterly reports of the financial strength of the Project. The CFO will be a voting member of the board with 1 vote. The CFO is empowered to appoint 1 assistant to the CFO with approval of the Co-Directors. Elections for the position of CFO will occur once every 3 years, or upon the resignation of the CFO. The CFO may resign at any time during their tenure by presenting a formal written statement of resignation to at least 2 Board members, including at least 1 Co-Director. Removal of the CFO will fall under general Board member removal proceedings detailed below.
Secretary of the Board (Secretary): The primary duties of the Secretary will be to keep all minutes and formal statements of the Project. The Secretary will be empowered to appoint at least 2 assistants. At least 1 of these assistants will be tasked with regular upkeep of the Project’s website. The Secretary may retain this function if they so choose. The Secretary will be a voting member with 1 vote. Elections for Secretary will occur every 3 years, or upon the resignation of the Secretary. The Secretary may resign at any time during their tenure by presenting a formal written statement of resignation to at least 2 Board members, including at least 1 Co-Director. Removal of the Secretary will fall under general Board member removal proceedings detailed below.
Chief of Members (CoM): The primary function of the CoM will be to rally, organize, and represent the regular membership of the Project. The CoM will be a voting member of the Board with 1 vote. The CoM will be empowered to appoint 1 assistant. The CoM will perform quarterly surveys and/or polls for the membership. The findings of these surveys/polls will be presented to the Board. Elections for CoM will occur every 2 years, or upon the resignation of the CoM. The CoM may resign at any time during their tenure by presenting a formal written statement of resignation to at least 2 Board members, including at least 1 Co-Director. Removal of the CoM will fall under general Board member removal proceedings detailed below.
General Board Removal Proceedings
A member of the Board who may be removed through General Board Removal Proceedings may be removed under these conditions. A Co-Director may never be removed under these proceedings.
Any member of the Board found to have caused or allowed significant harm to occur to the Project may be removed from their position. Any Board member who has performed any act in contradiction to the Uniform Code of Military Justice, or committed a Federal Felony may be removed under these proceedings.
A special meeting of the Board will be convened at the request of any Board member that believes such an event has occurred. Evidence for and against the Board member will be presented and removal of a Board member will occur if a simple majority of the Board agrees (excluding Co-Directors who have removal proceedings addressed above). A Board member may request a second review of their case. This review will be performed by the Board of Advisors. The Board of Advisors will vote in support of the initial ruling, but their vote will be considered non-binding.
Elections will be held by the membership at the appointed times for the Board of Directors, excluding for the first holders of each position who will be appointed by the Co-Directors for a full-term or until their resignation. All Board members will require a final vote of approval by the Co-Directors. All members who wish to run for election will need to state their intent in writing to the Co-Directors and the Board of Advisors at least 6 weeks prior to elections being held. All candidates for positions will submit a biography and statement of intent to the membership at least 3 weeks prior to elections being held.
Article 4: Board of Advisors
The Board of Advisors (BoA) will be comprised of members who offer a particularly important insight into Military Culture, Veteran Culture, or Military Family Culture. The BoA will meet at least 1 time a year with the Executive Board to discuss ideas, projects, and programs they think would be valuable to the Project. The BoA will have no voting privileges on Project concerns excepting where they are given a vote in particular circumstances laid out in this document. Amendments cannot be made to increase the powers of the BoA. Diversity of experience should be encouraged in the membership of the BoA. BoA members will be appointed by the Board of Directors and will be comprised of no less than 5 members, and no more than 9 members. The BoA will be appointed with the minimum membership and a meeting will be convened no later than the end of the Project’s first fiscal year.
Article 5: Discrimination
Membership and rank in the Project, attendance at public or semipublic Project activities shall not be denied to any person on the basis of race, ancestry, color, physical disability (except as mentioned elsewhere in this article), age, gender, or affectional orientation.
Proven communication or behavior of a virulently racist, sexist, homophobic, heterophobic, transphobic, anti-Semitic, or otherwise bigoted manner, shall be grounds for expulsion from the Project. This does not include strong verbal statements about the theology, history, or psychological characteristics of other religions.
All organizers of public and semipublic Project activities shall make strenuous efforts to facilitate the participation of differently-abled individuals. Nonetheless, all aspirants to any given rank or position must be able to meet all the relevant qualifications previously determined for said rank or position, unless the Board of Directors shall rule otherwise in a particular instance.
Article 6: Amendments
Amendments to these By-Laws require a Unanimous Vote of the Board of Directors and a Majority Vote of the Board of Advisors held at a joint conference of both Boards. Amendments will be enacted immediately upon their passage or at a future date agreed by the Board to be convenient.
Article 7: Calendar
The fiscal year of the Project shall begin on the 1st day of June and run until the 31st of May.
Article 8: Transparency of Financial Records
All financial and accounting records may be reviewed by any member upon request to the CFO and at least 1 Co-Director. If paper records are requested, a nominal fee for reproduction and mailing will fall upon the requesting party. As soon as feasible, all financial records will be published publically on the Project’s website.
Article 9: Non-Profit Nature of the Corporation
No part of the net earnings of the Project shall inure to the benefit of, or be distributable to, its members, Directors, Officers, or other private persons.
The Project may pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in the Bylaws.
No substantial part of the activities of the Project shall be the carrying on of propaganda, or otherwise attempting to influence legislation.
The Project shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office.
The Project may issue statements regarding issues that will have a significant impact upon military members, veterans, or their families.
Notwithstanding any other provisions of the 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.
Upon the dissolution of this Corporation, the Board of Directors 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 Heathen 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 Board shall determine.
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 Project is then located, exclusively for such purposes or to such Heathen organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
These By-Laws were ratified on August 23rd 2016