BYLAWS are under revision at this time.
The Bylaws below are not current.
We are in the process of changing everything to Earth Spirit People and will no longer be known as Earth Spirit Alliance and with the passing of our founder there are even more changes in the works.
Earth Spirit People Inc.
The Earth Spirit People, hereinafter referred to as “ESP” or the “organization” or the “corporation” is organized to further the mission of building a spiritually oriented and ecologically sound community by lawful, peaceful and ethical means . The goal of achieving a spiritual, ecological and sustainable intentional community and developing and maintaining a connection between communities of like mind is a primary part of this mission.
The organization of several annual festivals to celebrate the diversity in human spirituality and the diversity within the human community is a primary portion of this mission.
Spiritually oriented education, charitable works, literary and scientific work geared towards the general population as well as membership is also a primary portion of this mission.
ESP welcomes membership from any person who has a personal belief in any faith, path or tradition that has as a tenet of its core theology an awareness of the spirituality inherent in creation and respect for the spiritual properties of the earth and creation in general; and or that believes in a theology that is polytheistic in nature or has the belief in the male/female aspects of Deity. No person shall be denied membership due to ethnic background, sex, sexual preference, age, handicap or spiritual belief provided that spiritual belief does not desire the destruction of or require the condemnation of any other person, or that persons spiritual belief.
Article One: Name, Address and Purpose of organization:
1.01 Name: The name of the organization shall be the Earth Spirit Alliance, Inc. , and may be referred to as “ ESP”. The organization may use as its wordmark on its correspondence or advertising the words “Earth Spirit People”, or “ ESP”.
1.02 Office: The principal office of the corporation shall be located at: 520 Red Rock Ranch, Red Rock, 78662. The corporation may have a principal office and other offices at other locations within the state or without as the Board of Trustees may from time to time determine.
1.03 Purpose of Organization: A. The corporation is organized to solicit, raise, and collect funds to further the purposes of a religious, charitable, scientific, literary and/or educational organization and for other exempt purposes as defined in Section 501(c) (3) and 170(c)(2) of the Internal Revenue Code of 1954, as amended, (the “code”); to take by gift, bequest, devise, purchase or lease, either absolutely or in trust, and hold, administer, and distribute for such purposes, any property, real, personal or mixed, without limitations as to the amount or value, and in the administering the same to carry out the directions and exercise the powers contained in any trust instrument under which the property is received, for one or more of such purposes; to sell, convey, or otherwise dispose of any such property; to invest, and reinvest or deal with the proceeds and income of any such property; and to incur and pay expenses incidental to the receipt, administration, and distribution of any such property.
B. The corporation is further organized to exercise any, all, and every power that a non-profit corporation organized under the provisions of the Texas Non-Profit Corporation Act can be authorized to exercise for religious, charitable, scientific, literary, educational, or other exempt purposes as defined in Sections 501 (c) (3) and 170 (c)(3) of the Code.
C. No part of the net earnings of the corporation shall inure to the benefit of nor be distributable to, its members, trustees, officers or any other private persons, except the corporation shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Sub-section A and B above.
D. The corporation by majority vote of the trustees may authorize the payment or repayment for the expenses of any person or organization for expenditures that were made in the interest of the corporation; may enter into contracts, loans or investments with variable terms of principal. interest and term, and make payments towards said contracts, loans or investments; hire and fire persons or the service of firms; may make payments towards or salary for personal services, pay wages and or any other customary and ordinary form of payment for personal and or professional services rendered to or for the corporation in furtherance of the corporations purposes set forth in Sub-section A and B above.
Article Two: Membership
Section 2.01 There shall be three classes of members, with the corresponding privileges for each class.
(A) Festival Membership:
1. Entry to all festivals after paying festival entry fee’s.
2. Subscription to newsletter put out by the corporation.
(B) Sustaining Membership:
1. Entry to all festivals after paying festival entry fee’s.
2. Subscription to the newsletter and magazine put out by the corporation.
3. The right to vote for members of the Festival Board of Directors.
4. The right to apply to be a part of any committee or work group that helps in the operation of the organization.
5. The right to apply for membership to the sponsor class of membership.
(C) Sponsor Membership.
1. Entry to all festivals after paying festival entry fee’s.
2. Subscription to the newsletter and magazine put out by the corporation.
3. The right to vote for members of the Festival Board of Directors and the Board of Trustees.
4. The right to be nominated or volunteer for election to the Festival Board of Directors.
5. The right to apply to be a part of any committee or work group that helps in the governance and operation of the organization.
6. The right to apply for acceptance in the organizations sustainable intentional community when it is organized.
7. The right to be nominated by another sponsor member or independently run for the position of Trustee at the lawful time of elections of Trustees as further enumerated within these bylaws.
2.02 General provisions of membership.
(A) The Board of Trustees shall set the initial membership fee for all classes of membership and then from time to time review the membership fees and change them as it deems appropriate.
(B) However for acceptance to the sponsor class of membership a potential member shall already be a sustaining member for a minimum of one month and provide:
B.(1) Annual membership for a sponsor class member
B.(2) The equivalent of $1,000.00 in donations, volunteer services and/or time devoted to efforts approved by the Trustees that accrue to the organizations benefit and contribute to the organizations effort to achieve its missions stated goals. Such acceptable tasks may be services rendered at festivals or at other such functions on property owned or controlled by the organization or at other places approved by the board of Trustees.
B.(3) Sponsor class members may donate more than the initial requirements and they may receive additional consideration for those donations. Services, time or cash donations shall accrue in increments of 1 vote per person for each required donation to achieve sponsor class membership.
B.(4) All sponsor class memberships shall be applied for directly to the Trustees through a form provided by the director of Records. Trustees shall have the final right of refusal for acceptance of persons to sponsor class of membership. Limitations may be applied from time to time on the sponsor class of membership and its acceptance periods, or the periods of time that donations will be accepted and accrue to this class of membership or the total votes allowed to each sponsor member due to the aggregate amount of his/her donation(s).
B.(5) The Board of Trustees may from time to time add to, subtract from or change any rule or other criterion regarding the acceptance of members or continuation of current membership that the Board of Trustees shall from time to time deem appropriate and necessary for the well being of the organization and the furtherance of the organizations mission.
(C) Membership shall be open to all those who subscribe to the
purposes of the corporation as set forth in its mission statement and set forth in these bylaws. Membership rejection or suspension shall be at the sole discretion of the Board of Trustees or any person or committee authorized by the Board of Trustees for the purposes of membership review. Membership to the ESA is a privilege, not a right, and rules governing the behavior of members may be revised from time to time by its Board of Trustees.
(D) Membership period shall be one year. Shorter or longer membership periods may be instituted by a majority vote of the Board of Trustees as they deem appropriate.
(E) Members shall be a minimum age of 18, however minor children of members may be considered “minor members” with festival attendance privileges but with no voting privileges or rights to independently receive publications of ESA.
(F) Publications and official notices to members sent by ESA shall be deemed to be delivered to all members in a residence if one copy is sent via U.S. mail to the residence.
(G) The Director of Records shall cause a record of all current members to be made available to each Trustee upon request and to the Festival Director upon request for the sole purposes of promoting and planning the several festivals produced by the ESA annually.
(H) The Director of Records shall cause a record of all current voting class members to be made available to Trustees or the agent or assign of the Trustees for the purposes of validating proxy votes and to validate the elections to the Board of Festival
Article Three: Governance:
The Earth Spirit Alliance shall have a Board of Directors/Trustees (also known as the Operating Board of Directors or OBD ) with no fewer than three Trustees that shall be entrusted with the day to day operation of the organization, oversight of the Festival Board of Directors, and shall satisfy the lawful IRS and state filing requirements of a board of directors of a corporation.
The Trustee positions of the OBD shall be:
A. The Operating Officer shall satisfy the requirements traditional to Executive Director,
B. Administrative Officer that shall satisfy the traditional requirements of a Director of Records and shall assist the Operating Officer in the governance of the organization.
C. Finance Officer that shall satisfy the traditional requirements of corporate treasurer and shall assist in the operations and governance of the organization.
D. Trustees may be referred to as Board members, Directors or Trustees, and regardless of the nomenclature of the position the Trustees shall be the only lawful Officers of the corporation.
The Board of Trustees may increase or decrease the number of Trustee positions as it deems necessary from time to time provided however that the number of Trustees remains an odd number, no fewer than the initial three trustee positions.
The term of a Trustee of the Board of Trustees is for six years. The term of the initial trustees shall be from the date of incorporation until January 31, 2010. Other than at the termination of a term of office, a trustee position may become vacant due to:
A. Resignation :
A.(1) A trustee may resign at any time verbally or in writing. The resignation shall become effective immediately upon receipt by any two other trustees.
A.(2) A trustee may resign date certain and may exercise his/her rights and authority until the effective date of the resignation. A delayed resignation must have a majority affirmative vote of the remaining board members to be effective.
B. A removal by vote of the Board of Trustees in accordance with section 3.06below.
3.05 A Trustee position that has become vacant due to any of the reasons enumerated above except expiration of term may be filled by nomination of a member by the executive director (operating officer) and confirmed by the board of Trustees. A newly created Trustee position may be filled by majority vote of the Board of Trustees and may remain filled by the confirmed nominee until the expiration of the term of the remaining Board of Trustees.
3.06 A Trustee on the Board of Directors (OBD) may be removed
from his/her position by 60% majority vote of the remaining Trustees sitting on the Board of Directors. Removal may be with or without cause. If a meeting of Trustees with the purpose of removing a Trustee from office shall occur then all Trustees shall have ten days notice of the meeting, notice made by regular US mail. If an emergency is deemed to exist and an emergency is declared by any two other Trustees, a meeting may be called and notice to all Trustees may be made by telephone, electronic mail or otherwise and will be deemed delivered if a diligent effort is made to notify all trustees of the meeting; and the vote may be taken and executed within 24 hours of the time of the calling of emergency.
Elections to the board of Directors – Trustee Positions:
A. Elections shall be held in December every six years at a date set by the Board of Directors/Trustees.
B. Each Sponsor member shall have a minimum of one vote that they may cast for the candidates of their choice, and may have multiple votes based on the aggregate total of their donation(s).
C. In the 90 days preceding the election, a Sponsor class of member may declare themselves a candidate for the office of Trustee, or they may be nominated by any other member for an office of Trustee. A candidate may be an existing Trustee and may run for the same position they currently hold, or for another position. A candidate must state the position they are running for and their qualifications to hold the position, written notice to the organizations office is required.
D. The existing board of Directors/Trustees shall provide each Sponsor member a ballot that has been provided by the Director of Records stating all the candidates names and the number of total votes allotted to the Sponsor member. All votes a Sponsor member holds must be cast for only one candidate for each open Trustee position, votes may not be split between candidates running for the same position.
E. The ballots shall be accepted at the organizations office for a minimum of 10 business days prior to the final date of the election, and may at the discretion of the Board of Directors be allowed to be cast electronically.
F. Following the close of the election the Board of Directors shall notify membership and the candidates of the results of the elections in a timely fashion by publication to the organizations website, newsletter, magazine or a combination of these methods.
G. A Sponsor member may not vote by proxy for the position of Trustee.
3.08 Trustees shall have the following duties, responsibilities and rights:
A. Trustees shall have the sole authority to enter into contracts for the organization that are longer than one festival in duration.
B. Trustees shall maintain and have ultimate responsibility for ESA’s real and tangible property whether owned, mortgaged, leased or borrowed.
C. Trustees may delegate any of the rights and responsibilities enumerated in these bylaws on a case by case basis, as they deem appropriate.
D. Trustees shall have ultimate authority and responsibility for the interpretation and implementation of the corporate bylaws on a case by case basis. Their decision shall be irrevocable.
E. Trustees shall have sole authority to change bylaws, but shall take voting class membership input into consideration before doing so. All due diligence shall be exerted to solicit input from voting members prior to any trustee meeting where the purpose of the meeting is to change the bylaws.
F. Trustees shall have ultimate responsibility for the operation and success of the corporation, the achievement of the organizations mission and the general wellbeing of the organization. In the furtherance of these goals Trustees shall have the right to veto the decisions of the festival board if it is deemed necessary and in the best interest of the organization and/or is required to further the mission of the organization. Trustee rights include but are not limited to veto if it is deemed required to carry out organizational purposes heretofore set forth.
G. Trustees shall supervise the annual election for Festival Board members.
H. Trustees shall have the authority to pass approval, or to withhold approval for cause of any person elected by a election to the Festival Board to replace a vacant position on the Festival Board or at the regular election. Such approval shall not be unduly withheld, and shall be deemed granted if not expressly refused within 30 days of the date of the special election of the Festival Board. If approval is withheld, the cause need not be made public.
I. Trustees shall maintain the right of ultimate authority to accept potential new members to the organization; or to withhold, decline or terminate membership on a case by case basis as they deem appropriate.
3.09 Festival Board of Directors:
The Festival Board of Directors (FBD), the FBD shall have the responsibility and privilege of organizing and arranging 3 spiritual festivals, of not less than 4 days duration per festival, per year, with the exception of the spring festival which shall not be less than 7 days in duration. The FBD shall be responsible for organizing and advertising the festivals; setting the theme for festivals, demanding a spiritual theme and several rituals be observed, arranging the workshops and educational sessions, the recreational events, the entertainment events and artists, the vendors and all other aspects of insuring the successful outcome of the festival.
The Festival Board of Directors may consist of any number of directors from 5 onward provided however there is always an odd number of board positions.
The primary purpose of an ESA festival is to increase spirituality; with that outcome in mind, there shall be one Director whose sole responsibility shall be to insure that numerous rituals of a spiritual nature occur, that there is spiritual diversity represented at festival and that continuing education is provide through workshops and or lectures.
3.10 Specific Board positions and their duties and responsibilities:
A. Festival Director-This Director shall have ultimate authority for organizing the planning, purchasing and actual operation of the festival. The Festival Director shall organize any committees or workgroups he/she requires to plan, fund and operate the festivals.
B. Assistant Festival Director-This Director shall assist the Festival Director and assist all other Directors in the performance of their jobs. The Assistant Festival Director shall take on the duties of the Festival Director if the Festival Director is unable to do so due to illness or incapacity during or immediately prior to the festival.
C. Spiritual Director- This Director is in many ways our most important Director. We as a spiritual organization should never lose fact of the reason for our being together, and that is to further the goals of increased spiritual awareness and diversity. This Director shall insure that every festival has a spiritual nature to its theme and to its actual operation. He/she shall insure that spiritual speakers are scheduled, spiritual workshops are scheduled, Rituals are planned and carried out, and that spirituality is not bypassed by the natural desire of members to party during a festival. This Director more than anything else is entrusted with the responsibility to insure balance in our festivals. This Director shall be responsible Directly to the Festival Director and to the Board of Directors/Trustees. D. Festival Administrator-This Director shall be responsible for assisting in the arrangement of operational requirements of the festival and for insuring the smooth operation of those facilities during the operation of the festival.
E. Advertising-Media Director – This Director shall be responsible for co-coordinating all pre-festival advertising, developing free or low cost media exposure and ensuring that during the festival any media exposure is of a positive nature.
Term of service to the Festival Board :
The term of a festival board member shall be for 2 years. The positions will be staggered after the first year by having an election each year for the first two years with Festival director and Festival Administrators initial terms being only one year in length and an election for those positions to occur the second year also, thus providing a staggered term of office with two positions coming up one election year and three coming up the next, or odd and even numbers of positions coming up on alternate years.
Elections to the Festival Board:
A. Elections shall occur by written ballot or by electronic means or by a combination of both methods or by methods determined acceptable by the Trustees. It shall be the duty of the Board of Trustees to oversee and validate the will of the membership and insure the accuracy of the election process.
B. Ballots shall be accepted by the Trustee of Records at the organizational office and/ or the organizations secure website, at the festival, at the organizations post office box and/or at other places to be determined by the Trustees. Ballots shall then be delivered at the end of the ballot acceptance period to the election team. The Election Team, comprising 3 members determined by the Director of Records, who do not hold a Trustee position, shall count and present to the Board of Trustees for validation all ballots collected during the month that includes the fall festival. Election results shall be posted by publication on the organizations website and/or by publication in our newsletter or magazine in the most timely fashion applicable after the fall festival.
General provisions pertaining to the Festival Board of Directors (FBD):
A. Anyone who is nominated or offers to run for a position on the festival board of directors shall be a voting class member. (Sustaining or Sponsor class member)
B. Any voting class member is allowed to run for a board position.
C. Persons on the Festival Board of Directors may be referred to as Directors and Officers but they shall not be referred to as Trustees of the corporation unless they simultaneously hold a Trustee position.
D. Festival Board of Directors may be removed with or without cause by a majority vote of the FBD, or a 2/3 vote of the Operating Board of Directors/Trustees.
E. A Festival Board position shall be filled by a nomination of a voting class member by the Festival Board of Directors to the OBD and the nominee shall be confirmed or denied confirmation by the OBD. If no person is nominated within 20 days of the opening of the position, the OBD may nominate and confirm any member of its choice.
Monetary allowances to the Festival Board:
The Directors of the Festival Board shall have the authority to expend corporate funds only in the amounts agreed to by the Trustees for any specific festival.
A. The Festival Board shall not enter into a contract that has a term longer than one festival without the express authorization of the Board of Directors/Trustees. Trustees shall not unduly withhold funds for festival use. Festival Board of Directors and Operating Board of Directors shall work together in the 90 days preceding a festival to determine a general festival budget, and determine the amount of funds available for festival use.
B. The Festival Board (FBD) and the Operating Board of Directors (OBD) shall work together to insure the successful outcome of each festival.
Article Four: General Provisions:
All personal information regarding individual members regardless of class of membership shall be held in the strictest of confidence and shall not be divulged to any party without an urgent and lawful reason to see or possess such information.
For the purposes of lawfully held Annual meetings and for the purposes of special meetings of members called by membership, a Quorum shall be defined as 50% of the voting class of membership in attendance either in person or by proxy. Business meetings called by the Executive Director shall have a Quorum defined by the number of members present for such meetings. Working meetings of the Trustees need not have a Quorum of any number and need not be made public.
In the case of a Special Meeting called by membership, the evidence of 50% of the voting memberships desire to call a special meeting of members, shall be evidenced by a written petition signed legibly by each voting member. This petition shall be sent to the Director of Records by certified mail, return receipt requested, addressed to the corporate registered office. After a reasonable period of time to verify the petition signatures and verify the lawful right of each member to sign the petition, the Director of Records shall call for a special meeting of members to occur not more than 120 business days from the date of the certification of the petition.
At a special meeting of the members, the 50% quorum requirements must be met by membership actually in attendance. Proxies may not be used to meet the quorum requirements of a special meeting. Proxies may however be used to define a quorum of members at an Annual Business meeting.
Any voting class member may entrust his/her proxy to any other voting class member, however, no person shall hold more than 10 proxies for the purpose of a vote.
The annual meeting for the purposes of conducting organizational business shall be conducted in January of each year, or at a date determined by a majority of the Board of Trustees, ideally scheduled to run concurrent with the transition meeting for the Festival Board of Directors, preferably on the same day, at the same location.
The annual meeting may be changed to any date that the Operating Board of Directors deems appropriate. Notice to such meeting shall occur by notice published to the organizations website, the newsletter, the magazine or by any other means whereby a diligent effort is made to notify all members.
Failure to hold an annual business meeting shall not work dissolution or forfeiture of the corporation
Unless specifically stated otherwise, terminology, definitions and regulations regarding one subject in one specific section or subsection of these bylaws shall have the same definition and meaning and shall be interpreted in the same way in any other section or subsection of these bylaws.
Recalls of Trustees, Directors and Board Members.
Other than by mechanisms defined within these bylaws, there is no mechanism by which membership may recall a duly elected or appointed official of the organization except by the election of a new person at the next scheduled election.
Article Five: Banking and Contracts:
5.01 The Board of Trustees may authorize any Officer or agent it deems acceptable to enter into any contract or execute any legal instrument on behalf of the Corporation to the extent permitted by these bylaws. The Board of Trustees may at its discretion grant general authority or confine authorization to specific instances.
5.02 All checks, drafts, and other orders for payment of money from the funds of the Corporation shall be signed on behalf of the Corporation by Officers or agents who have been authorized by the Board of Trustees. The Corporation shall maintain accounts at such banks or other depositories as the Board of Trustees may designate.
Article Six: Miscellaneous Provisions:
The fiscal year of the Corporation shall end on the last day of December of each calendar year.
Any gift, donation bequest or subscription to the Corporation shall be deemed to have been accepted only when approved by the Board of Trustees.
In the event of the dissolution of the Corporation, the Board of Trustees shall dispose of the capital assets and real property of the Corporation in accordance with all state and federal laws.
The Corporation may indemnify present and former Officers and Trustees for expenses and costs (including attorney’s fees) actually and necessarily incurred by such person in connection with any claim asserted by reason of such person’s being or having been an Officer or Trustee, except for expenses and costs incurred as a result of such person’s negligence or willful misconduct.
The Executive Director (Operating Officer), with the approval of the Board, shall appoint or dissolve such standing committees as he/she shall deem necessary for carrying out the purposes of the Corporation.