Jul 2, 2004 ... The Rosicrucian Fellowship, an International Association of Christian ... as
defined in the Esoteric Department Manual, then said member is ...
BYLAWS of THE ROSICRUCIAN FELLOWSHIP (Approved by the Membership on July 2, 2004) ARTICLE I - IDENTITY AND PURPOSES Section 1. Identity. The Rosicrucian Fellowship, an International Association of Christian Mystics and a school of esoteric philosophy, is a nonprofit entity incorporated in the state of California as a non-sectarian church, whose principal office for the transaction of its business is located in Oceanside, San Diego County, California (hereafter “Headquarters”). Section 2. Purposes. The Rosicrucian Fellowship was formed to organize, establish, and conduct an International Association of Christian Mystics and a spiritual, ecclesiastical, non-sectarian church to carry on, disseminate and perpetuate the teachings and principles of Rosicrucian Philosophy and spiritual concepts as given to its members and offered to the world by Max Heindel in his book entitled “The Rosicrucian Cosmo-Conception or Mystic Christianity” and other supplemental writings of said Max Heindel and his wife, Augusta Foss Heindel. To assist, aid and guide Probationers in spreading the teaching of the Rosicrucian Philosophy to the world. The Rosicrucian Fellowship is dedicated to help prepare humanity to rise above all distinctions of race, creed or color and recognize the divine spark in all human beings, which is the basis for the coming Age of Universal Brotherhood. Whereas, herein, it shall be understood that although the masculine form of pronouns is used in this document that both men and women are denoted by the use of such pronouns. ARTICLE II - MEMBERSHIP Section 1. Classes of Membership. The members of The Rosicrucian Fellowship are comprised of Regular Students, Probationers, and Disciples (hereafter Probationers and Disciples are called “Probationers”), as defined and set forth in the books and supplemental writings of Max Heindel and his wife, Augusta Foss Heindel. a. Regular Students: Regular Students are people who have awakened to their spiritual responsibility and are endeavoring to reach the higher life by study. After having completed the twelve (12) Preliminary Philosophy Lessons (which may be increased in number and content by unanimous vote of the Board of Trustees), a person may apply with the Esoteric Department to become a Regular Student and receive forty (40) Supplementary Philosophy Lessons (which may be increased in number and content by unanimous vote of the Board of Trustees). Such people must meet all the requirements to be a Student as defined by Max Heindel. b. Probationers: Regular Students who aspire to fit themselves for greater service are eligible for Probationership after having been a Regular Student of the Rosicrucian teachings for at least two (2) years, (which may be increased by unanimous vote of the Board of Trustees), at which time they may apply to the Esoteric Department for Probationer status. Such Regular Students must meet all the requirements to be a Probationer as defined by Max Heindel. Section 2. Inactive Members. If a member of The Rosicrucian Fellowship fails to return Student inserts or Probationer reports in a regular manner, as defined in the Esoteric Department Manual, then said member is removed from the active membership file and moved to the inactive membership file. Any member who has become inactive may be reinstated as defined in the Esoteric Manual. An inactive member does not receive regularly distributed material. An inactive member may not vote. Section 3. Withdrawal of Members. Any member may withdraw as a member of this corporation by filing written notice with the Esoteric Department, stating his desire to withdraw; whereupon his name shall be withdrawn as such member and his name removed from the active membership files of this Corporation. A member who withdraws will not receive the periodic mailings of lessons, letters and reports. Any member who has withdrawn may be reinstated as defined in the Esoteric Manual. However, a Probationer may continue to send in their monthly report to the Esoteric Department. Section 4. Members in Good Standing and Not in Good Standing. A member of The Rosicrucian Fellowship is deemed “In Good Standing” unless and until a majority of the Board of Trustees has determined he is a member “Not In Good Standing” for one or more of the following reasons: a. Member willfully violates any section of the Articles of Incorporation, the Bylaws, or the Rules and Regulations of The Rosicrucian Fellowship. b. Member unjustly aggrieves or vilifies either Max Heindel or his wife, Augusta Foss Heindel. c. Member does not live in fellowship with other members. d. Member conducts himself in a manner, which is inimical, subversive, disruptive, or destructive to the best interests of The Rosicrucian Fellowship as established, or the Regular Students and Probationers of the Rosicrucian Philosophy, or to the future growth, development, and harmony of the Rosicrucian Fellowship. Only a Probationer member In Good Standing may vote in any election, be nominated to the Board of Trustees, serve on the Board of Trustees, be an officer of the Corporation, be a member of any council or committee, be a department head, be a teacher or lecturer, or be allowed to attend any Probationer member meetings. Should any member be deemed a member Not In Good Standing in this corporation, he shall automatically cease to be in any of the aforementioned positions, except if this member is a Trustee, which Trustee may be removed as provided herein. A member Not In Good Standing” shall only be entitled to receive the periodic mailings of lessons, letters and reports, the same as members In Good Standing. A Probationer Not In Good Standing may continue to send in their monthly report to the Esoteric Department. If the member Not In Good Standing is a Probationer he hall be allowed to attend, but not read or speak in Temple and Chapel, unless so prohibited from attending by their a majority of the Board of Trustees. Further, No atheist, member of an organization declared subversive by the Attorney General of the United States, exponent of Eastern teachings, or anti-Christian shall be eligible for any of the aforementioned positions. A “Probationer” shall be considered “In Good Standing” unless otherwise designated herein. Section 5. Probationership Terminated. A Student becomes a Probationer when he makes a vow to his higher self, as prescribed by Max Heindel. Therefore, whether Inactive, Withdrawn or Not In Good Standing, the Rosicrucian Fellowship may not terminate the Probationership unless the Probationer reports in writing, to the Esoteric Department, that said vow is withdrawn, at which time the Rosicrucian Fellowship will consider that such Probationer has terminated his Probationership. Page of 8 - RF proposed Bylaws as drafted on 25 Oct 2003
Section 6. Membership Not Transferable. Neither the membership in this corporation nor any certificate thereof shall be assigned or transferred by operation of law, or otherwise, to any other person, corporation, or group. ARTICLE III - MEETINGS OF MEMBERS Section 1. Regular Meeting of Members. A regular meeting of the members In Good Standing of this corporation shall be held at Headquarters, in such place as the Board of Trustees may provide at 2:00 pm on or after the first Saturday after the first New Moon in the month of July of each year for the purpose of transacting any such business as may come before the meeting, in accordance with the requirements as provided herein. Notice of any such meeting need not, but may be given. Section 2. Special Meetings of Members. Except in those instances where a particular manner of calling of the meeting of the members In Good Standing is provided by law or elsewhere in the Bylaws of this corporation, a special meeting of the members may be called at any time, for any lawful purpose, by the of the majority of the Board of Trustees, or by request of not less than five (5) percent of the Probationer members in the world. If called by the Board of Trustees, it shall be by resolution duly adopted and entered in the minutes, and if requested by Probationers, it shall be by a Petition, as instructed herein, delivered to the Chairman of The Board or the President or the Vice-President or the General Secretary. All such special meetings shall be called by the Board of Trustees and held at Headquarters. Section 3. Petition Ballot for Special Meetings. A special meeting of the members using ballots may be requested by Petition, as instructed herein, at any time, for any lawful purpose, by not less than five (5) percent of the Probationer members in the world. A Petition Committee appointed by the Board of Trustees will send the Petition Ballots to the Probationers. Such Petition Ballots shall include the required notice, motion, pros and cons and voting certificate. The voting process will be similar to the manner of voting used to elect a Trustee and pros from the Petitioner Head and cons by the Board of Trustees will accompany such ballots. Respective parties will have ten (10) days after the Petition is confirmed to provide the Pro and Con and deliver such to the Petition Committee. Failure to comply by this time will result in a waiver for the argument for that side. Any text longer than the allowed limit will be excluded. Final Pros or Cons will each be limited to one side of a (8-1/2 X 11) page using size ten (10) font, unless otherwise determined by the Board of Trustees. The notice shall be posted at least forty-five (45) days prior to the time fixed for such meeting or longer if requested by the Petitioner Head, but in no case shall be longer than ninety (90) days. The cost for Petition Ballots will be born by the Petitioner(s) as determined by the Board of Trustees. The cost of the Petition Ballot shall be deposited in a designated fund with the Rosicrucian Fellowship within ninety (90) days after receipt of the minimum required Petitions or said Petition Ballot shall be considered withdrawn. The Petition Ballots will be sent out within forty-five (45) days after the minimum required Petitions have been received and verified and the designated funds have been deposited with the Rosicrucian Fellowship; at such time the Petition shall be considered confirmed. The General Secretary shall have fifteen (15) days to verify the Petitions. In all cases except as specifically designated in this section, Petition Ballots will be prepared and approved in accordance with all applicable provisions in Article III. Section 4. Notice of Special Meetings of the Members. Each notice for a special meeting shall state the time, the place, the present number of Probationer members, the business to be transacted and include any pertinent material. Except in those instances where a particular manner of giving notice is prescribed by law, or notice shall be waived, notice of each special meeting of the Probationers shall be given by, personal delivery, e-mail, fax or mailing to each Probationer a sealed envelope containing a copy of the call of such meeting and addressed to his post office address as the same shall appear on in the membership files of this corporation. Such envelopes shall be deposited in the United States Post Office in the State of California with the postage thereon prepaid, at least forty five (45) days prior to the time fixed for such meeting. Section 5. Voting Privileges of Members. Only Probationers In Good Standing, who are members of this corporation, shall have the right to vote. Regular Students may attend the meetings of members, but may not vote. Each Regular Student In Good Standing, upon entering into the status of a Probationer, automatically becomes a voting member of this corporation without the necessity of filing an additional application therefore. Section 6. Manner of Voting for Probationer Members. The election of Trustees and voting on all other questions shall be by non-cumulative voting. All Probationers may drop off their ballot in person at Headquarters or vote by mail or by electronic means, as provide herein. Section 7. Quorum of Probationer Members. Not less than one-third (1/3rd) of the Probationers of this corporation shall constitute a quorum for the transaction of business, at a duly held meeting, except as otherwise provided by law. For the purpose of determining said quorum there shall be counted all Probationers present in person, or votes by mail or by electronic means, as provided herein, and Probationers who shall have signed a written waiver of notice and consent to said meeting. Business will be transacted by the majority vote of the required quorum. ARTICLE IV - TRUSTEES Section 1. Number of Trustees. Except as herein provided to the contrary, all of the corporate business and affairs of this corporation shall be under the direction and authority of a Board comprised of nine (9) Trustees. Section 2. Term of Office for Trustees. The term of office of Trustees shall be for a period of three years. Section 3. Qualifications of Trustees. All Trustees shall be Probationers for at least three years, and members In Good Standing of this corporation, well grounded in and devoted to the principles of the Rosicrucian Philosophy, and of good moral standing. Each Trustee shall be required to have previously completed both Philosophy Courses and either the Western Wisdom Bible Course or the full set of Spiritual Astrology Courses. All Board of Trustees meetings at Headquarters will be conducted in English and any candidate to the Board of Trustees shall read, write, and speak the English language as required to effectively fulfill the duties of a Trustee. Candidates to the Board of Trustees must have access to email and telephone every day, or such future means, which replace these electronic communication modes. The Rosicrucian Fellowship will pay the cost of telephone calls from Headquarters to Trustees, for Board Meetings. Section 4. Regions for Nominations of Trustees. World membership shall be divided into no less than five (5) Regions. These Regions will be specified in the Election Manual and must include Headquarters, North America, Latin America, Europe and Africa. At all times each Region will be Page of 8 - RF proposed Bylaws as drafted on 25 Oct 2003
represented by a minimum of one (1) and a maximum of two (2) Trustees, who are nominated by the Probationers from that Region. With the exceptions of North America which shall be represented at all times by two (2) Trustees nominated by the voting North American members. And Headquarters, which shall be represented at all, times by a maximum of one (1) Trustee, nominated by the Probationers working at Headquarters. Section 5. Nomination of Regional Candidates for Trustee. Each Region will nominate no less than two (2) candidates from the worldwide membership for each Board of Trustee position open for their Region. Worldwide Probationers will vote for one candidate, for each Board of Trustee position open, from the candidates representing that Region. Candidates will sign an affidavit, as stipulated in the Election Manual, acknowledging that they meet the required qualifications to be a Trustee. Section 6. Nomination and Voting Timetable for Trustees. There will be two (2) candidates on the ballot for each Board of Trustee position open for a Region. The nomination and voting timetables will be specified in the Election Manual. In the event one or more nominees or candidates drop out, decline to run, are unqualified, or for any reason become unavailable to run in the Board of Trustees election, then the nominee with the next highest number of nominating votes, from the respective Region, will replace the dropped out nominee or candidate. If there are no other nominees, the Board of Trustees shall directly appoint another candidate belonging to the same Region. If, for any reason, a candidate is needed to fill the ballot for a Region and there are no candidates available from that Region, a candidate may be chosen from any Region by the Board of Trustees. Section 7. Vacancies in the Board of Trustees. Vacancy or vacancies in the Board of Trustees shall be deemed to exist in the case of death, failure or refusal to act, or resignation or removal of a Trustee. Vacancies will be filled by the Board of Trustees from among those qualified Probationers, belonging to the same Region, deemed most qualified to serve on the Board of Trustees. Consideration must be given, first to the runner-up candidate(s) and second to the runner-up nominee(s) from the last Trustee election of that Region, in the order of votes received. Section 8. Removal of Trustees. Trustees may be removed in one of three of the following manners: a. By a majority vote of no less than fifty (50%) of all the Probationers in the world. As a prerequisite, such vote to remove will require a Petition, as instructed herein, signed by ten percent (10%) of the Probationers in the world, before a Petition Ballot to remove is sent to the Probationers. In all cases except as specifically designated in this subsection, removal of a Trustee will be conducted in accordance with all applicable provisions in Article III, b. Or by the unanimous vote of eight (8) Trustees, c. Or by a majority vote of no less than fifty (50%) of all the Probationers in the World. As a prerequisite, such vote to remove by the Probationers will require a majority vote of the Board of Trustees, before a ballot to remove is sent to the Probationers. In all cases except as specifically designated in this subsection, removal of a Trustee will be conducted in accordance with all applicable provisions in Article III. Section 9. Place of Meeting for Trustees. The meetings of the Board of Trustees shall be held at Headquarters or at any place within or without the State of California as may be designated from time to time by written consent of all members of the said Board of Trustees filed with the General Secretary of the corporation. Section 10. Election of Officers and Board Chairperson by Trustees. The Board of Trustees in their regular October meeting shall meet and organize and elect or appoint the officers. The Chairperson will be selected in their regular July meeting from among the Trustees to preside over the meeting(s) of the Board of Trustees. Section 11. Regular Meetings of the Board of Trustees. Regular meetings of the Board of Trustees shall be held on the first Saturday on or after the first New Moon of each third month at the hour of 9:00 am, at the place or places herein elsewhere designated. Each regular meeting is held normally in the months of January, April, July, and October. Notice of any such meeting need not, but may be given. The Board of Trustees may cancel any Regular meeting, with proper notice, except the July meeting. Whenever any meeting of the Board of Trustees and any meeting of the members occur on the same date, in such event, the Board of Trustees shall meet independently prior to the convening of the members’ meeting and at such hour as may be determined by the Board of Trustees, and shall recess when the hour arrives for the members’ meeting until it has adjourned, and may then reconvene in keeping with the practice heretofore followed. Section 12. Special Meetings and Notices for the Board of Trustees. Special meetings of the Board of Trustees shall be held whenever called by the Board Chairperson or a majority of the Board of Trustees or the President. Notices of special meetings shall be given by the General Secretary or the Board Chairperson by personal delivery, postal mail, fax, or e-mail, and received at least seventy-two (72) hours prior to the time of the holding of the special meetings, addressed to each member of the Board of Trustees at their last known address in the membership files of the corporation or such notice may be waived by all Trustees signing and filing such waiver with the General Secretary. Each notice for a special meeting shall state the time, the place, the business to be transacted and include any pertinent material. Section 13. Executive Sessions. Notices for Executive Sessions will not require a description of the business to be transacted thereat. To avoid possible claims for invasion of privacy, matters relating to discipline should be handled in Executive Session. Those present in Executive Sessions are honor-bound not to divulge anything that occurs during the Executive Session. The Minutes, or records of proceedings, of an Executive Session must be read, approved and modified in Executive Session. Section 14. Special Written Sessions of the Board of Trustees. The Trustees may transact business in Special Written Sessions via e-mail utilizing the procedures outlined in this section. However, at their discretion, discussions among the Trustees are not limited to e-mail. Special Written Sessions of the Board of Trustees shall be held whenever requested by the Board Chairperson or a majority of the Board of Trustees or the President. Procedures: a. Call to Special Written Session: The Chairperson will send the call for a Special Written Session to the Trustees last known e-mail address in the membership files of the corporation. b. Requirements of Call: The call shall specify and include the following: * The business to be transacted * Pertinent material * Motion for the resolution to be considered Page of 8 - RF proposed Bylaws as drafted on 25 Oct 2003
* The statement: “Please approve or disapprove this call for a Special Written Session within twenty-four (24) hours. If the call to meet is approved, your vote on the motion under consideration must be received no later than (here add deadline date and time) Pacific Standard Time. If you exercise your option to vote on the motion when responding to this call you must also approve or disapprove this call for a meeting. When responding to this call or voting you must address all Trustees and the General Secretary simultaneously. A lack of response or a late response will be considered an abstention.” c. Approval or Disapproval of Call: The affirmative vote of five (5) Trustees is required to approve the call for a Special Written Session. The Special Written Session will begin when notice is given to the Trustees by the Chairperson and shall include the Trustees names and whether they approved or disapproved the call. No Special Written Session will begin later than forty-eight (48) hours after the initial call to meet, without extending the deadline date commensurately. However, if the notice to begin is not sent to the Trustees within seventy-two (72) hours after the initial call to meet in Special Written Session, the call will be considered disapproved. d. Votes for Special Written Sessions. In a Special Written Session, an affirmative vote of five (5) Trustees is required to adopt a motion. In either case, whether adopted or lost the Chairperson must notice the Trustees of such decision within forty-eight (48) hours after the deadline date. Such notice will include the resolution, the Trustees names and their votes. e. Option to Vote at Call: Trustees shall have the option to give their affirmative or negative vote to the motion when responding to the initial call to meet from the Chairperson. If there is an affirmative vote of seven (7) Trustees the motion will be adopted. If there is a negative vote from seven (7) Trustees the motion will be lost. In either case, whether adopted or lost the Chairperson must notice the Trustees of the decision within forty-eight (48) hours from the initial call. Such notice will include the resolution, the Trustees names and their votes. f. Abstentions: In all cases a lack of response from a Trustee will be considered an abstention. g. Deadlines and Timeframes: The deadline shall be, midnight at Headquarters, on the designated date. In no case shall time allotted from the notice to begin, until the deadline date, be less than forty-eight (48) hours, as determined by the time and date posted by the e-mail delivery system. No deadline date may occur on a weekend or holiday as determined at Headquarters. When the word “hours” is used herein, weekends and holidays will be added to such timeframe. h. E-mail Rules of Procedure: All e-mail communication for a Special Written Session pertaining to calls, notices, acknowledgements and voting must be identical, and sent simultaneously to all Trustees and the General Secretary displaying such addresses. The Chairperson, when calling or giving notices for a Special Written Session will ask for acknowledgement from all Trustees. Each Trustee, when answering a call or notice for a Special Written Session or when sending his vote, will address his answer to all Trustees and the General Secretary, asking for their acknowledgement. The General Secretary shall keep, as minutes, all email pertaining to calls, notices, acknowledgements and voting. i. Failure for the Chairperson to follow the Rules of Procedure will invalidate the Session. Failure for a Trustee to follow the Rules of Procedure will invalidate their vote. Claims for any such invalidation may be lodged at any time during the session but must be lodged within forty-eight (48) hours after the Chairperson has notified the Trustees of the voting decision. Section 15. Quorum and Majority of Trustees. The presence of a majority of the Board of Trustees at any meeting shall constitute a quorum for the transaction of business except as otherwise provided by law. Presence is defined as a Board of Trustees member being physically present or present by electronic communication as provided herein. Assuming a quorum, the Board of Trustees decisions, whether rendered unanimously or by the majority of its attending members, will carry equal powers of enforcement. Section 16. Eligibility for Re-election of Trustees. No Trustee shall be elected upon completion of his term, excepting after a lapse of three years. Section 17. Compensation of Trustees. All Trustees shall serve without compensation but shall be provided with lodging while attending Board of Trustee meetings at Headquarters for a maximum of seven (7) days per meeting. Section 18. General Powers of Trustees. Except as herein or by law otherwise provided to the contrary, the Board of Trustees shall have the power to create and amend policy and act on all matters that may arise which may in any manner affect the rights, purposes, and work of this corporation whether specifically covered by these Bylaws or not, and the non-day-to-day management of the business and affairs of this corporation shall be vested in the Board of Trustees, which, in addition to the powers and authority given by these Bylaws or otherwise expressly conferred on them, may exercise all such powers and do all such acts and things as may be exercised or done by this corporation, and are not herein or by statute expressly directed or required to be exercised or done by this corporation in meetings of the Probationers. The Trustees shall do all things, which they can do that may be essential or helpful in maintaining the tie of the Probationers with the Teacher. Without limitation of the foregoing, the Board of Trustees is authorized: (a) To provide a system of voting in person, or by regular mail or any electronic communication guarantees fairness and free expression of the will of the Probationers in all lawful matters submitted to them, and to improve such in any manner that may be helpful, subject to any limitation that may be contained in the Articles of Incorporation or in these Bylaws. (b) To provide a suitable place with an adequate communications system for their meetings and those of the members of this corporation and for carrying on the work of the organization. (c) To formulate and adopt, and from time to time amend the Manuals, Policies, Rules and Regulations of the corporation and any other documents for the administration and government of the functions of this corporation, all of which shall be available for inspection by the members. (d) All Manuals, Policies, Rules, Regulations and any other documents shall be made to promote the general religious or devotional purposes of this corporation as set forth in the Articles of Incorporation and these Bylaws, and to extend, clarify, and supplement them; and to confirm, protect, strengthen, and establish the contact and tie with the Teacher. (e) The Board of Trustees shall adopt such policy as shall be designed to improve the property, the status of personal and public relations, and secure a policy of administration that is financially and morally sound and free from overburdening debts, yet that does not permit the accumulation of excessive reserves. (f) To make reports from time to time, but at least annually, to the membership concerning the activities of the corporation. ARTICLE V - OFFICERS Section 1. Number and Titles of Officers. The officers of this corporation shall consist of a President, one or more Vice-Presidents (first, second, etc.), a General Secretary, and a Treasurer; and at the Board’s discretion an Assistant Secretary and/or an Assistant Treasurer, all of who shall be appointed by the Board of Trustees. The foregoing officers may but need not be Trustees, but they must be Probationers.
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Any two such positions or offices, except President and Secretary(s), President and Vice-President(s), President and Treasurer(s), and President and Chairperson may be held by the same person. Section 2. Term of Officers. The President of this corporation shall be elected or appointed for a three (3) year term, subject to his removal as provided herein. No one shall serve as President for more than six (6) cumulative years. The officers of this corporation shall hold office until their successors are elected or appointed. Each officer shall hold his office until he shall die, resign, or be removed or otherwise be disqualified to serve, or his successor shall be elected or appointed, as provided for in Article IV. Section 3. Removal of Officers. Any officer elected or appointed by the Board of Trustees may be removed at any time by the affirmative vote of a majority of all the members of the Board of Trustees. Section 4. The President. The President shall be the chief executive officer of the corporation. He shall preside at all meetings of the corporate members. Meetings of the Board of Trustees are not considered a meeting of the corporate members. He shall have general and active management of the business of the corporation, and shall see that all lawful orders and regulations of the Board of Trustees are executed. He shall have, in addition to the usual powers and duties of supervision and management, such specific duties as may be assigned to him from time to time by the Board of Trustees or as may be required by law, and shall have the power to do any and all acts necessary or required to protect the work or property of this corporation. Section 5. Vice-Presidents. In the case of absence, disability, or failure or refusal of the President to act or to obey any lawful Board decision, the first Vice-President shall immediately, without requiring further ratification, perform all the duties and exercise all the powers of the President, until the Board of Trustees has convened to elect or appoint new officers. The Vice-President(s) shall also have such other powers and duties as may from time to time, be assigned by the President or the Board of Trustees. Section 6. General Secretary. The Secretary shall attend all meetings of the members and of the Board of Trustees, record all votes and minutes of proceedings in written minutes, which are to be kept for that purpose. He shall give or cause to be given notice of all special meetings of the members and the Board of Trustees. The Chairperson may in the absence of the General Secretary give such notice and will give notices for Special Written Sessions. He shall have charge of all the records, pertaining to said office, the corporate seal, and other such items of the Corporation as the Board of Trustees may direct and such shall be kept in the office of the General Secretary for three (3) years, after which they shall be transferred to the corporations permanent archives. In addition to performing all the duties incident to the office of General Secretary and all other duties required by law, or these Bylaws, he shall have such special powers and duties as the President or Board of Trustees may from time to time delegate to him. Section 7. Treasurer. The Treasurer shall have the custody of the corporate funds, bonds, and securities, if any, and shall keep or cause to be kept a full and accurate account of all receipts and disbursements in books of account or computer records provided for such purposes, and shall in such books or computer records keep a record of the assets and liabilities of the corporation. He or his designee shall deposit or cause to be deposited all monies received in the name and to the credit of the corporation with such depositaries as may be designated by the President or the Board of Trustees. The Treasurer shall disburse the funds of the corporation as may be ordered or directed by the President or the Board of Trustees and shall render to the President or to the Board of Trustees an account of all transactions as Treasurer and of the financial condition of the corporation quarterly or as otherwise required. The Treasurer and the President shall prepare and submit to the Board of Trustees the budget for the year, as provided herein. ARTICLE VI - ECCLESIASTICAL AND EXECUTIVE COUNCILS Section 1. Number, Qualifications and Quorum. The Ecclesiastical and Executive Councils shall each be composed of not less than three (3) nor more than five (5) Probationers. No person may serve on both councils at the same time. A majority of council members present at a meeting shall constitute a quorum. Section 2. Duties of the Ecclesiastical Council. The Ecclesiastical Council shall act as an advisory and service committees under the direction of the President to whom it shall make such reports as may be required concerning meetings, activities, plans, etc. The Ecclesiastical Council shall have duties pertaining to the conduct of the devotional side of Headquarters’ work. These duties include but are not limited to: (a) All Chapel and Temple services pertaining to the devotional side of the work, securing speakers, readers, and organists for such services as may be necessary. (b) Arranging programs for Christmas, Easter, and such special occasions as may be deemed necessary and helpful in the work. Section 3. Duties of the Executive Council. The Executive Council shall act as an advisory and service committees under the direction of the President to whom it shall make such reports as may be required concerning meetings, activities, plans, etc. The Executive Council shall have duties pertaining to the conduct of the day-to-day business at Headquarters. The areas of duties include but are not limited to the Cafeteria, the Guest House, workers’ housing, grounds security, and others, which may appear in the future. In addition, the Executive Council shall formulate and adopt and, from time to time, amend the Human Resources Policies and Procedures manual for the day-to-day management at Headquarters and operation of this corporation, which shall be approved by the President and confirmed by the Board of Trustees. Section 4. Appointment and Vacancies of Council Members. Council Members shall be appointed, removed and maintained by the President with the approval of a majority of the Board at the October Board meeting. Any vacancy or vacancies in the Ecclesiastical Council or Executive Council shall be filled by the President and confirmed by the Board of Trustees. Section 5. Manuals. Councils will have a manual outlining their responsibilities and duties as well as defining the function of periodical materials and services, which will be presented by the President for the Board of Trustees approval. ARTICLE VII - DEPARTMENTS Section 1. Esoteric Department and Healing Department. The work in these two departments requires certain workers to be fluent in multiple languages. Therefore, these departments will function with Co-Secretaries who will be responsible for all the work of these departments. Policies and operating procedures will be determined by majority consensus among all language Co-Secretaries comprising each department, who shall report to and be under the direction of the President. In the event there is not a majority consensus of the Co-Secretaries, within a department, the President shall make such determination. The Co-Secretaries titles shall be, Esoteric Secretary and Healing Secretary respectively with the designated language(s) preceding each title. Section 2. Qualifications of Co-Secretaries. Language Co-Secretaries in the Esoteric and Healing Departments will be appointed from Probationers. A Co-Secretary in the Esoteric Department or the Healing Department is required to have completed all courses in philosophy, Bible, and spiritual astrology. The President is permitted to appoint a temporary Co-Secretary if no person is immediately available who has completed all Page of 8 - RF proposed Bylaws as drafted on 25 Oct 2003
the required courses. This implies that said temporary Co-Secretary will either start, continue and/or finish the required courses in a timely and satisfactory manner as judged by the President, which time period shall not exceed one year. Section 3. Duties of the Esoteric Department. The Esoteric Department shall perform the functions required by the Rosicrucian Teachings and the practices heretofore followed in the Esoteric Department as established by Mr. and Mrs. Heindel. All duties of the Esoteric Department shall be performed in all things and in such manner as to secure and preserve in every known and possible way the connection with the Teacher. All records required or kept by the Esoteric Department shall be considered a part of the permanent records and files of this corporation. Such parts thereof as may be confidential shall be kept locked and accessible only to the President, the Co-Secretaries of the Esoteric Department, their assistant(s), and the Trustees, and shall not be subject to inspection by any other person. The Esoteric Department prepares letters, literature, and instructions for members and shall manage, direct, and/or prepare all correspondence related to the Rosicrucian Teachings with both members and non-members. The Esoteric Department shall keep records of all Regular Students and Probationers, and record all Probationers’ reports, and shall take care of all correspondence involving any of the confidential phases of the esoteric work, and shall do and perform such other duties for the corporation as may be required. The Esoteric Department is also responsible for managing and operating all aspects of the educational work done by the corporation. This includes, but is not limited to, the organization and operation of Summer and Winter schools, the translation of any and all books, courses and pamphlets, the grading of our courses and the selection of course correctors as well as the determination of the criteria required in order to become a course corrector. The Councils may help with such responsibilities. Section 4. Duties of the Healing Department. The Healing Department shall perform the functions required by the Rosicrucian Teachings, which involve corresponding with patients under the care of the Invisible Helpers. The Healing Department shall perform the functions required by the Rosicrucian Teachings and the practices heretofore followed in the Healing Department as established by Mr. and Mrs. Heindel. All duties of the Healing Department shall be performed in all things and in such manner as to secure and preserve in every known and possible way the connection with the Invisible Helpers and the Teacher. All records required or kept by the Healing Department shall be considered a part of the permanent records and files of this corporation. Such parts thereof as may be confidential shall be kept locked and accessible only to the President, the Co-Secretaries of the Healing Department, their assistant(s), and the Trustees, and shall not be subject to inspection by any other person. Section 5. Department Organization. The President with the agreement of the Board of Trustees shall from time to time create, alter, abolish, or consolidate departments and revise or add to the duties thereof as conditions require, and shall revise the scope and duties of department heads as necessary, as well as appoint department heads and/or Co-Secretaries. The Esoteric or Healing Departments will never be abolished. Section 6. Secular Departments. All of the functions of this corporation, which are of a secular nature, shall be subservient to and in aid to the philosophical and religious functions and purposes. The philosophical and religious functions and purposes shall at all times be the dominant and primary purpose of this corporation. Section 7. Appointment and Vacancies of Department Heads and Co-Secretaries. Department heads and Co-Secretaries shall be appointed, removed and maintained by the President with the approval of a majority of the Board, at the October Board meeting. Any vacancy or vacancies of department heads or Co-Secretaries shall be filled by the President and confirmed by the Board of Trustees. Section 8. Manuals. All departments will have a manual outlining their responsibilities and duties as well as defining the function of periodical materials and services, which will be presented by the President for the Board of Trustees approval. ARTICLE VIII - COMMITTEES Section 1. Powers and Duties of Committees. The Board of Trustees or the President shall have the right to appoint any committee or committees which, within their discretion is deemed helpful or necessary to the conduct of the business and affairs of this corporation and they have the power to prescribe the duties thereof. They shall also have the power likewise to abolish any such committee or committees, which they have respectively created or rescind and withdraw any or all such powers or authority previously granted. The Board of Trustees may allow or require any such committees to attend its meetings. All acts of any committee shall be subject to review by the Board of Trustees or the President at any time. The President uses his directing authority as chief executive officer of the corporation in directing the work of any committee except any committee appointed by the Board of Trustees. Section 2. Election Committee. The Board of Trustees shall appoint an Election Committee to handle all the details with respect to Board of Trustees elections or removal. A current nominee or candidate to the Board of Trustees or Trustee on a ballot for removal may not be on the Election Committee. The Election Committee shall be responsible for creating and maintaining an “Election Manual”. The Board of Trustees shall approve the Election Manual and any amendments thereto. The Election Manual will provide such adequate policies to allow the Probationers reasonable nomination and election procedures given the size and operations of the Rosicrucian Fellowship. Any amendments to the Election Manual shall not be effective until the current election is completed. Section 3. Compensation and Disposition of Appointees. Committee, council and officer appointees are volunteers serving at the Board of Trustees’ pleasure without compensation unless otherwise stated in writing or they are, at the time of appointment, a paid employee of the corporation. Such appointments of volunteers and employees do not imply the position is permanent. ARTICLE IX – BUDGETING AND SPENDING Section 1. Spending. Ultimate control of spending rests with the Board of Trustees, which must approve the annual corporate budget each year. At the same time the officers must have sufficient flexibility to manage the day-to-day affairs of the corporation. This Article outlines a set of guidelines for budgeting and achieving the spending control. Section 2. Budgets. The Treasurer and the President shall prepare and submit to the Board of Trustees the corporate budget for the year. This budget shall be presented at the Board of Trustees meeting immediately prior to the end of the fiscal year. The Board of Trustees has the right to question and amend the budget. The yearly budget must be prepared according to accepted accounting practices and shall include the following.
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a) An estimate of the corporation's revenues and expenses, for each major category, including a statement of the assumptions upon which such estimate is based. b) A separate budget, of revenue and expense, for each major category. c) A comparison to the previous years revenues and expenses for each major category. d) Sufficiently detailed notes, for each major category of the budget, to allow meaningful discussion by the Trustees. Section 3. Department and Council Budgets. All departments and councils must present prepare a yearly budget, outlining the anticipated expenses to perform their duties and responsibilities, which the President will include in the corporate budget. Section 4. Budget Revisions. During the course of the fiscal year, the President may revise the budget, if necessary. Any such revisions must be reported to, or approved by the Board of Trustees as follows: a) Any revision by the President, which increases or decreases a budget category more than five (5%) percent of the total budget for that category, must be reported at the next Board of Trustees meeting. b) Any increase or decrease in expenses, which results in an increase, or decrease of five to fifteen (5% to 15%) percent of the overall expense budget must be reported at the next Board of Trustees Meeting. c) Any increase or decrease in expenses, which results in an increase, or decrease of the overall expense budget by more than fifteen (15%) percent, must be approved in advance by the Board of Trustees. ARTICLE X - MISCELLANEOUS Section 1. Liability of Members, Officers, and Trustees. No member, officer, or Trustee of this corporation shall be personally liable for any debt or obligation of this corporation, nor have any personal or financial interest in or be entitled to receive, or shall receive, any profit from the property or activity of this corporation. Section 2. Use of Property. None of the property or assets of this corporation shall be used for any purpose whatsoever in conflict with or other than in the pursuit of and aid of the primary and dominant purposes for which this corporation is formed as set forth in the Articles of Incorporation as amended in year of 1956, or the Bylaws. Section 3. Checks, Drafts, Etc. Two signatures are required for all checks, drafts, bills of exchange or other orders for payments of money, notes, or other evidence of indebtedness issued in the name of this corporation; the signatures will be either of the President (in his absence the VicePresident) and the Treasurer (in his absence, the General Secretary). Section 4. Fidelity Bonds. The Board of Trustees may, in its discretion, require suitable fidelity bonds from its officers, employees, or agents whose duties require the handling of monies or negotiable securities. Such bonds, if required, are to be executed by an acceptable surety company and the premium paid by the corporation. Section 5. Contracts, etc. All written contracts and obligations shall be signed by the President, or in his absence by the Vice-President, unless otherwise specifically provided by the Board of Trustees. The President has no authority on his own to sign any legally binding contract having to do with the mortgage or sale of any Rosicrucian Fellowship real estate. Contracts involving the mortgage or sale of any real estate must be authorized and approved by a majority vote of the Board of Trustees and the majority approval of all the Probationers in the world. Section 6. Housing. No new lifetime occupancy contracts shall be entered into with any persons for any reasons. Only Rosicrucian Fellowship employees are allowed to make their residence in any Rosicrucian Fellowship housing property except immediate family members, subject to current corporate regulations. When a worker’s employment terminates, then their resident housing, if any, also terminates and such ex-employee is no longer allowed to live on Rosicrucian Fellowship grounds. Said ex-employee must vacate the premises within sixty (60) days from termination of employment. A person can only reside at Headquarters for a lifetime maximum of ten (10) cumulative years. Without negating the previous statement, existing residents will not have less than five (5) cumulative years available to reside at Headquarters. Section 7. Length of Employment. A person can only work as an employee or volunteer, at Headquarters, for a lifetime maximum of ten (10) cumulative years (whether full or part time). Without negating the previous statement, existing employees will not have less than five (5) cumulative years available to work. Section 8. Order and Legality of Meetings. Questions arising during meetings, regarding the organization and method of conducting any meeting, will be referred to the latest edition of “Roberts Rules of Order”. Questions arising after meetings, regarding the legality of any meeting will be referred to the Rosicrucian Fellowship laws and the California Corporations Code as they apply. Section 9. Petitions. Petitions make it possible for Probationers to communicate with the membership by requiring the Board of Trustees to call for member meetings or call to vote a Petition Ballot. Petitions are necessary because membership records are confidential. All Petitions must have a Petitioner Head and be lawful. The Petitioner Head is the Probationer contact person for the Petitioners. Each Petition will include the name, contact information and identification number of the Petitioner Head, the statement “The confidentiality of the information you provide is not guaranteed.”, the business of the Petition and Petitioning Probationers name, home address, contact phone number and the identification number. Paper Petitions will be signed and dated by the Probationer and be delivered to the General Secretary. E-mail Petitions will be sent directly to the General Secretary and simultaneously to the Petitioner Head. Such Petitions must be sent from the Probationers individual e-mail address with the date and e-mail address posted by the e-mail delivery system or other such method as may be approved by the Board of Trustees. Multiple Petitions may not be sent from a single e-mail address. Section 10. Electronic Communication. The term “e-mail”, as used herein, shall refer to any electronic mail delivery system. The term “electronic means”, as used herein, shall include telephone, e-mail, internet, facsimile (fax), video conferencing, etc. which provide the necessary communication or 'electronic presence' for the effective conducting of the desired business. Presence is defined as a person being physically present or present via any electronic means or such current or future means, which provide adequate communications. Delivery by electronic means to a member’s last known applicable address in the membership files of the corporation shall be equivalent to regular postal mail. Page of 8 - RF proposed Bylaws as drafted on 25 Oct 2003
Nothing in these Bylaws is intended to oblige a member to possess the capability of electronic communications with the exception of Trustees, as provided herein. When electronic communications or other such means are used for the transaction of business the means, security and process must be approved by the Board of Trustees. Section 11. Authority of Documents. Nothing in the Rosicrucian Fellowship Manuals, Polices, Rules or Regulations or any other document except the Articles of Incorporation and California Corporate Code shall supersede any of the provisions contained in these Bylaws. ARTICLE XI - AMENDMENTS Section 1. Change of Bylaws. New Bylaws may be adopted or these Bylaws may be amended, altered, or repealed by the Probationers in the manner provided by the Corporation Code of the State of California. Section 2. Approval of Bylaw Changes. Subject to the right of the Probationers as provided in Section 1 of this Article, all changes in the Bylaws must be submitted to the Probationers for their approval. Section 3. Change of Purpose. Any Probationer or Probationers desiring to change the form, object or purpose of The Rosicrucian Fellowship as described in the Articles of Incorporation shall be required to present to the Board of Trustees of The Rosicrucian Fellowship a Petition, as instructed herein, by at least one-third (1/3) of all Probationers in the world before submitting the motion to the membership to approve such change. Such change will require a majority vote of all the Probationers in the world, voting by Petition Ballot. Section 4. Approval Procedures. In all cases, except as specifically designated in Article XI, changes to the Bylaws or Purpose will be approved in accordance with all applicable provisions in Article III.
WE, THEREFORE, as representatives of the Rosicrucian Fellowship, appealing to the Supreme Judge for the rectitude of our intentions, do, in the Name, and by Authority of the Board of Trustees and the Probationers, solemnly ratify these Bylaws of the Rosicrucian Fellowship and declare, that these Bylaws have been adopted by the Probationer members in the manner provided by the Corporation code of the State of California and in the manner provided for in the previous Bylaws dated 06/01/1963 with the 1987 Amendments. This we do with a firm reliance on Divine Providence.
Approved by the Membership on July 2, 2004 and ratified on the date set forth below.
IN WITNESS WHEREOF, we have hereunto subscribed our names this 6th day of July, 2004.
____________________________________________ Virgilio Rodrguez, Chairperson of the Board of Trustees
____________________________________ Danielle Chavalarias, Bylaw Committee Head
STATE OF CALIFORNIA, COUNTY OF NORTH SAN DIEGO On this day 6th day of July, 2004, before me, a Notary in and for said County and State, personally appeared Danielle Chavalarias and Virgilio Rodriguez, known to me to be the person whose names are subscribed in the forgoing instrument. In witness whereof, I have here set my hand and affixed my official seal the day and year first written above. Eric G. CATHEY Notary Public
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