The Tejas Web Bylaws Current Bylaws Of Tejas Web. Article 1: Offices Section 1. Principal Office The principal office of the corporation (hereinafter ÒWebÓ) is located in Travis County, State of Texas. Section 2. Change of Address The county of the Web's principal office can be changed only by amendment of these Bylaws and not otherwise. The Directors (hereinafter "Consensors") may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws: _________________Dated:_________, 19____ _________________Dated:_________, 19____ _________________Dated:_________, 19____ Section 3. Other Offices The Web may also have offices at such other places, within or without the State of Texas, where it is qualified to do business, as its business may require and as the Consensors may, from time to time, designate. Article 2: Nonprofit Purposes Section 1. IRC Section 501(c)(3) Purposes This Web is organized exclusively for one or more of the purposes as specified in Section 501 (c) (3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code. Section 2. Specific Objectives and Purposes The primary objectives and purposes of the Web shall be to worship the Goddess and the God; to celebrate the sacred holidays of the Wheel of the Year and the cycles of Nature; and to provide religious education. Article 3: Consensors Section 1. Number All Consensors of the Tejas Web Consensus Body are Directors of Tejas Web. Section 2. Consensorship A. The Web recognizes the following as members of the Consensus Body: (1) Active Consensors: Consensors who: have attended at least three seasonal meetings in the previous year, barring extraordinary circumstances; choose to be in the consensus body; consense to the Tejas Web Vision Statement; and are actively involved in a Web Cell (as defined in Article 5) for at least a year and a day. (2) Consensors on Leaves of Absence: Consensors who have informed the Web that they are taking a leave of absence, during which time they will not attend regular meetings and may or may not participate in other Web activities. At the end of one year, the Consensor on leave may resume active Consensorship by attending a regular meeting or may extend the leave of absence by informing the Web that s/he wishes to extend it; otherwise, her or his Consensorship expires. Section 3. Powers Subject to the provisions of the Texas Business Corporation Act and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the Consensors, if any, of this Web, the activities and affairs of this Web shall be conducted and all corporate powers shall be exercised by or under the direction of the Consensors. Section 4. Duties It shall be the duty of the Consensors to: A. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of the Web, or by these Bylaws; B. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the Web; C. Meet at such times and places as required by these Bylaws, attending at least three seasonal meetings per year in order to remain active Consensors; and D. Register their current mail addresses and telephone numbers with the Scribe of the Web. The record of names and addresses of the Consensors of this Web shall constitute the Consensorship list of the Web and shall not be used, in whole or in part, by any person for any person not reasonably related to a Consensor's interest as a Consensor. Section 5. Notice A. Notice of meetings, Decisions and other Web Business mailed, telephoned, e-mailed, or telegraphed to the Consensor at the address or telephone number s/he has last provided to the Scribe shall be valid notice thereof. B. Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless approved by consensus of all Consensors, active or on-leave, or unless the nature of the proposal is stated in the notice of meeting or in any written waiver of notice: (1) Adoption, amendment or repeal of the Bylaws pursuant to applicable Texas Code; (2) Removal of a Consensor pursuant to applicable Texas Code; (3) Amendment of the Articles of Incorporation pursuant to applicable Texas Code; (4) Disposal of all, or substantially all, corporate assets pursuant to applicable Texas Code; (5) Approval of the principal terms of a merger pursuant to applicable Texas Code; (6) Amendments to an agreement of merger pursuant to applicable Texas Code; and (7) A decision to voluntarily wind up and dissolve the Web pursuant to applicable Texas Code. Section 6. Terms of Consensorship Each Consensor shall remain a Consensor indefinitely, subject to the provisions of Article 3, Section 2 and Article 2 Section 4, until s/he resigns or until all other Consensors consensually agree to exclude her or him from Consensorship. Section 7. Rights on Termination of Consensorship All rights and powers of a Consensor in the Web shall cease on termination of Consensorship as herein provided. Section 8. Non-Transferability of Consensorship No Consensor may transfer a Consensorship or any right arising therefrom. All rights of Consensorship cease upon the Consensor's death. Section 9. Compensation Consensors shall serve without compensation, except when the Consensors determine consensually that compensation is appropriate. They may be allowed reasonable advancement or reimbursement of expenses incurred in connection with approved Web activities. Requests (with receipts, where applicable) for reimbursable expenses must be submitted to the Pursewarden within ninety (90) days of incurring the expense; otherwise, the right to reimbursement is waived. Section 10. Place of Meetings Meetings shall be held at various places within or without the State of Texas which have been designated from time to time by the Consensors. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Consensors participating in such meeting can communicate directly with one another. Meetings can be held using electronic mail if each Consensor agrees to a set of regulations for the electronic meeting. Section 11. Regular Meetings Regular meetings of Consensors shall be held quarterly on any day of the week, including Saturday and Sunday, within one (1) calendar month of Winter Solstice, Spring Equinox, Summer Solstice and Fall Equinox, at 1:00 p.m., or at such other day and time as may be decided by the Consensors by consensus. Section 12. Notice of Meetings Regular meetings of the Consensors shall be held as they are scheduled at the preceding meeting. Absent Consensors shall inquire of Consensors who were present as to the date, time, and location of the next meeting. Changes to an agreed time for a meeting of the Consensus Body can be made only with the written or verbal consent of all active Consensors. Changes to an agreed time and/or place require written or verbal notification to all active Consensors. Section 13. Conduct of Meetings A. Meetings of the Consensors shall be presided over by a volunteer Consensor facilitator. The Scribe of the Web or a volunteer Consensor shall act as secretary at each meeting of the Consensors. B. Meetings shall be governed by consensus. Consensus decisions require the agreement of all Consensors present, except that a Consensor can stand aside on an issue of decision, meaning s/he neither agrees nor disagrees, without preventing the Web from reaching a decision. However, in the exceptional case of a Consensor having such strong moral objections to a particular decision that s/he cannot agree to it and feels compelled to prevent it, then s/he may block the decision. In the case of a block, the proposed action is not taken. Section 14. Quorum for Meetings All decisions of the Web shall be by consensus of all Consensors present at any meeting, subject to the provisions of Article 3, Sections 2.A., 5.B., and 6 of these Bylaws. Section 15. Decision-Making Without Meeting A. If a Web decision is required prior to the next scheduled meeting, the Consensor requiring a decision may (i) contact all Active Consensors; or (ii) convene a special meeting for the purpose achieving consensus on the issue. B. Except as otherwise provided in these Bylaws, any action required or permitted to be taken by the Consensors may be taken without a meeting, if all Consensors shall individually or collectively consent in writing or by electronic mail to the action. The written consent or consents shall be filed with the minutes of the proceedings of the Consensors. The action by written consent shall have the same force and effect as a consensus decision of the Consensors. Section 16. Non-Liability of Consensors The Consensors shall not be personally liable for the debts, liabilities, or other obligations of the Web. Section 17. Indemnification by Corporation of Consensors, Officers, Employees and Other Agents The Consensors of the Web shall be indemnified by the Web to the fullest extent permissible under the laws of this state. When a person who is, or was, a Consensor, officer, employee, or their agent of this Web has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that s/he is, or was, an agent of the Web, or has been successful in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connections with such proceeding, to the extent that the resources of the Web allow. If such person either settles any such claim or sustains a judgment against her or him, the indemnification against such expenses, judgments, fines, settlements and other amount reasonably incurred in connection with such proceeding shall be provided by this Web to the extent the resources of the Web allow and only to the extent allowed by, and in accordance with the requirements of applicable Texas law. Section 18. Insurance for Corporate Agents Consensors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Web (including a Consensor, officer, employee or other agent of the Web) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Web would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or provisions of law. Article 4: OFFICERS Section 1. Number of Officers The officers of the Web shall be a President, who shall be designated the Facilitator, a Vice-President, who shall be designated the Co-Facilitator, a Secretary, who shall be designated Scribe, and a Treasurer, who shall be designated Pursewarden. The Web may also have, as consensually determined by the Consensors, other officers. Section 2. Qualifications, Selection and Term of Office Any Consensor may serve as Facilitator, Co-Facilitator, Scribe, or Pursewarden of this Web. Officers shall be selected by consensus of the Consensors, at any time, and each officer shall hold office until s/he resigns or is removed or otherwise disqualified to serve, or until her or his successor is selected and qualified. Section 3. Special Officers The Consensors may choose such other officers or agents as they may deem desirable, and such officers shall serve such terms, have such authority and perform such duties as may be prescribed from time to time by the Consensors. Section 4. Removal and Resignation Any officer may be removed by a consensus decision of the Consensors at any time. Any officer may resign at any time by giving clear and express notice, preferably to all Consensors at a regular meeting, or in the alternative to any Active Consensor. Section 5. Vacancies Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the selection of a replacement by consensus of the Consensors. Section 6. Duties of the Facilitator. The Facilitator, selected from among the Consensors, shall conduct Web meetings in accordance with the consensus process. The Web may also temporarily delegate facilitation of any particular meeting to some specified person who may not be a Consensor of the Web. The Facilitator may perform such other duties as are specifically delegated to them by the Consensors for the period of time designated by the Consensors. Section 7. Duties of the Co-Facilitator. The Co-Facilitator shall act with the Facilitator to conduct meetings in accordance with the consensus process. The Co-Facilitator may perform such other duties as are specifically delegated to them by the Consensors for the period of time designated by the Consensors. Section 8. Duties of Scribe The Scribe, or her or his designated agent selected from among the Consensors only, shall: A. Certify and keep at the principal office of the Web, or in the custody of the Scribe, the original, or a copy, of these Bylaws as amended or otherwise altered to date. B. Keep at the principal office of the Web, or in the custody of the Scribe, or at such other place as the Consensors may determine, a book of minutes of all meetings of the Consensors, and, if applicable, meetings of Committees or Cells, recording therein the time and place of holding, whether regular or special, the names of those present at the meeting, and the proceedings thereof. C. Be custodian of the records of the meetings of the Web. D. Keep at the principal office of the Web, or in the custody of the Scribe, or at such other place as the Consensors may determine, a record of the current Consensorship containing the name, current address, and telephone number of each and any Consensors. E. Exhibit at all reasonable times to any Consensor of the Web, or to her or his agent or attorney, on request or demand therefore, the Bylaws, the Consensorship list and the minutes of the proceedings of the Consensors of the Web, and report to the Web at the next regular meeting the fact of such request or demand. F. In general, perform all duties incident to the office of Scribe and such other duties as may be required by law, by the Articles of Incorporation of this Web or by these Bylaws, or which may be assigned to her or him from time to time by the Consensors. Section 9. Duties of Pursewarden Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits, and Funds", the Pursewarden shall: A. Have charge and custody of, and be responsible for, all funds and securities of the Web, and deposit all such funds in the name of the Web in such banks, trust companies, or other depositories as shall be selected by the Consensors. B. Receive, and give receipt for, moneys due and payable to the Web from any source whatsoever. C. Disburse , or cause to be disbursed, the funds of the Web as may be directed by the Consensors, taking proper vouchers for such disbursements. D. Keep and maintain adequate and correct accounts of the Web's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. E. Exhibit at all reasonable times the books of account and financial records to any Consensor of the Web, or to her or his agent or attorney, on request or demand with five (5) business daysÕ written notice therefor, and report to the Web at the next regular meeting the fact of such request or demand. F. Render to the Consensors at regular meetings and whenever requested an account of any or all of her or his transactions as Pursewarden and of the financial condition of the Web. G. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. H. In general, perform all duties incident to the office of Pursewarden and such other duties as may be required by law, by the Articles of Incorporation of the Web or by these Bylaws, or which may be assigned to her or him from time to time by the Consensors. Article 5: Committees and Cells Section 1. Committees and Cells The Web shall have such Committees, or Cells, as may from time to time be designated by consensus of the Consensors. Such Committees or Cells may include persons who are not also Consensors of the Web. Section 2. Meetings and Action of Committees or Cells Meetings and action of Committees or Cells shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Consensors, with such changes in the context of such Bylaw provisions as are necessary to substitute the Committee and Cells and its members, except that the time for meetings of Committees or Cells may be fixed by resolution of the Consensors of the Committee or Cell. Records of decisions made by the Cells which affect the Web shall be provided to the Web at the next regular meeting of the Web for inclusion in the Minutes. Committees or Cells may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws. Active member of a Cell shall be determined by the Cell. Article 6: Execution of Instruments, Deposits and Funds Section 1. Execution of Instruments The Consensors, except as otherwise provided in these Bylaws, may by consensus authorize any officer or agent of the Web to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Web, and such authority may be general or confined to specific instances. Unless so authorized, not officer, agent or employee shall have any power or authority to bind the Web by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. A resolution to so authorize any Consensor must be entered in the written Minutes. Section 2. Checks and Notes Except as otherwise specifically determined by consensus of the Consensors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Web shall be signed by the Pursewarden. Section 3. Deposits All funds of the Web shall be deposited from time to time to the credit of the Web in such banks, trust companies, or other depositories as the Consensors may select. Section 4. Gifts The Consensors may accept on behalf of the Web any contribution, gift, bequest or device for the religious, educational, and nonprofit purposes of this Web. Article 7: Corporate Records, Reports and Seal Section 1. Maintenance of Corporate Records A. The following shall be kept in the custody of the Scribe, unless another place is designated by the Consensors: Minutes of all meetings of Consensors and Cells, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof; B. The following shall be kept in the custody of the Pursewarden, unless another place is designated by the Consensors: Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; A record of its Consensors, indicating their names and addresses and, if applicable, the category of Consensorship of each Consensor and the inception and termination dates of any Consensorship; A copy of the Web's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Consensors of the Web at all reasonable times. Section 2. Corporate Seal The Web may adopt, use and at will alter, a corporate seal. Such seal shall be kept at the principal office of the Web. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument. Section 3. Consensor's Inspection Rights Each and every Consensor shall have the following inspection rights for a purpose reasonably related to such person's interest as a Consensor. A. To inspect the record of Consensors names and addresses, at reasonable times, upon five (5) business days' prior written demand on the Scribe of the Web, which demand shall state the purpose for which the inspection is requested. B. To inspect at any reasonable time the books, records or minutes of proceedings of the Consensors, Cells or Committees of the Web, upon written demand on the scribe of the Web by the Consensor, for a purpose reasonably related to such personÕs interests as a Consensor, which shall be stated in the demand. Section 4. Right to Copy and Make Extracts Any inspection under the provisions of the Bylaws or Articles may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts. Article 8: Fiscal Year Section 1. Fiscal Year of the Web The fiscal year of the Web shall begin on January 1 and end on 31 December of each year. Article 9: Amendment of Bylaws Section 1. Amendment Subject to any provision of law applicable to the amendment of Bylaws of nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted, by approval of the Consensors, subject to the power of Consensors to change or repeal these Bylaws under applicable law. Section 2. Certain Amendments Notwithstanding the above section of this Article, the Web shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation and the names and addresses of the first Consensors of the Web nor the name and address of its initial agent, except to correct an error in such statement or to delete either statement after the Web has filed a "Statement by a Domestic Nonprofit Corporation" pursuant to applicable Texas Code. Article 10: IRC 501(c)(3) Tax Exemption Provisions Section 1. Limitations on Activities No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)92) of the Internal Revenue Code. Section 2. Prohibition Against Private Inurement No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its Consensors, directors, or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation. Section 3. Distribution of Assets Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provision of the laws of this state. Section 4. Private Foundation Requirements and Relooseions In any taxable year in which this corporation is a private foundation as described in Section 5099a) of the Internal revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code. Article 11: Prohibition Against Sharing Corporate Profits and Assets Section 1. Prohibition Against Sharing Corporate Profits and Assets No Consensor, officer, employee, or other person connected with this Web, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Web, provided, however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for the Web in effecting any of its religions or educational purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Consensors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Web. All Consensors of the Web shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the Web, whether voluntarily or involuntarily, the assets of the Web, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this Web and not otherwise. Written Consent of Consensors Adopting Bylaws We the undersigned, are all of the persons named as the initial Directors in the Articles of Incorporation of Tejas Web, a Texas nonprofit corporation, with the exception of those Directors who are on a Leave of Absence at the time of adoption of these Bylaws, and, pursuant to the authority granted to the Consensors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of __10__ pages, as the Bylaws of the Web. Suzanne McCanna Dated: Oct 4 , 1998 _________________Dated:_________, 19____ _________________Dated:_________, 19____ Certificate This is to certify that the foregoing is a true and correct copy of the Bylaws of the Web named in this title thereto and that such Bylaws were duly adopted by the Consensors of the said Web on the date set forth below: Date: 4 October, 1998