Bylaws of the Church of All Worlds

Preamble

Section 1:
Recognizing the necessity for the affirmation of life in a world choked by the worship of death, we, the Priesthood and Councils of the Church of All Worlds do re-establish and re-ordain on this fair planet a vital new Pagan religion, dedicated to the celebration of Life, the maximal actualization of Human potential, and the realization of ultimate individual freedom and personal responsibility in harmonious eco-psychic relationship with the total Biosphere of Holy Mother Earth. To which end we do hereby adopt and enact the following Articles:

Article I Name

Section 1:
The name of the corporation shall be the Church of All Worlds, Inc., and is a non-profit religious organization, incorporated under the laws of the States of Missouri and California.

Article II Purpose

Section 1:
The purpose of this Corporation shall be as outlined in the Articles of Incorporation; and specifically the following:
A. To present an alternative to war, hatred, violence, frustration, insecurity, fear, ignorance, jealousy, brutality, dishonesty, apathy, misery, loneliness, guilt, anxiety, alienation, paranoia, dominance, killing, force, hypocrisy, envy, malevolence, irresponsibility, intolerance, prejudice, persecution, greed, addiction, authoritarianism, and presently established religions and institutions, and to aid and support individuals in their rejection of these;

B. To provide mutual help and encouragement in the search for meaning and identity through association with similarly oriented fellows in a context of acceptance and love;

C. To aid individuals and groups in the maximal actualization of Human potential and the realization of ultimate individual freedom and personal responsibility: to help people become what they potentially are;

D. To furnish a central headquarters and branch offices (called Churches, Nests, Centers, or Temples) through which seekers may locate and communicate with each other, and to buy, sell, own, hold, mortgage, or otherwise encumber, lease, or otherwise hold and dispose of real and personal property necessary to properly establish, fit up, and maintain such places;

E. To encourage reading, study and growth on the part of members and friends, and to make available literature in various relevant fields;

F. To publish newsletters, papers, magazines, pamphlets, books, directories and other materials deemed appropriate to the purposes of the Church by the Board of Directors or their delegated authority;

G. To work, associate, and affiliate with other similarly oriented individuals, churches, agencies and groups promoting peace, love, joy, freedom, brotherhood, conservation, personal awareness and development, celebration of life and the eco-psychic recovery of Natural Wilderness, and to aid and support such people in such efforts as shall be found not to be in conflict with the purposes and principles of this Church;

H. To establish and maintain Wilderness sanctuaries, retreats, camps, and communities in various regions;

I. To establish and maintain schools, colleges, libraries and research facilities based on the principles of the Church;

J. To receive money, property, and values of every kind heretofore donated, contributed, collected, and held, and to receive, and hold money, property and values of every kind that might be donated, contributed, collected and held, for the benefit of this religious organization;

K. To engage in and promote any functions, services and activities deemed appropriate, necessary or expedient for the purposes of the Church by the Board of Directors , their delegated authority, or the directors of the various subsidiary groups;

L. To do all in our power to increase the total degree of consciousness, individually, collectively, and synergically, at all levels of Being, in the unfolding course of emergent evolution;

M. To provide all possible means for recycling the bodies of deceased members consistent with eco-psychic awareness and personal will;

N. To make provision to establish and ordain various sacraments of the Church of All Worlds.

Article III Membership

Section l:
Membership shall consist of those who understand the principles of the Church, who have made written application, paid the annual dues, and have been accepted by the Board of Directors or their delegated authority. The form of application shall be that approved by the Board of Directors or their delegated authority.

Section 2:
Members whose annual dues are current shall be referred to as active members, with full voting privileges and discounts at paid functions. Those whose dues are in arrears shall be regarded as inactive members, and their voting privileges and discounts at paid functions shall be suspended until such time as they renew their memberships with a payment of the annual dues.

Section 3:
Membership shall be organized in degrees of ranking, as follows:
A. Three Rings of three Circles each, to be known (from outer to inner) respectively as Seekers, Scions, and Priests/Priestesses, or Clergy.

B. Members may be referred to by designation of a Circle, one through nine.

Article IV Seekers

Section 1:
The First Ring shall consist of Seekers, to be identified by the color green, as used on membership cards, newsletters and in ceremonial vestments. They shall be grouped in the following three Circles, by qualifications to be determined by combined Councils of all Rings;
A. First Circle (identified with the planet Pluto and its symbols.)

B. Second circle (identified with the planet Neptune and its symbols.)

C. Third Circle (identified with the planet Uranus and its symbols.)

Article V Scions

Section l:
The second Ring shall consist of Scions, to be identified by the color red, as used on membership cards, newsletters, and in ceremonial vestments. They shall be grouped into the following three Circles by qualifications to be determined and amended by the Board of Directors:
A. Fourth circle (identified with the planet Saturn and its symbols.)

B. Fifth circle (identified with the planet Jupiter and its symbols.)

C. Sixth circle (identified with the planet Mars and its symbols.)

Section 2:
Duties of Scions shall include management of various Church programs, functions, and activities, as well as studies directed toward qualification for the Clergy, determination of qualifications for advancement through First and Second Rings, and any other such duties as may be determined by the Board of Directors.

Section 3:
In the event no Priest or Priestess is available to serve an established Nest, the Scion who takes on major responsibility for coordinating that Nest shall be designated High Scion by consensual agreement of the members of said Nest. The High Scion shall assume the administrative and organizational functions normally assigned to Clergy, until such time as said High Scion or any other member of said Nest shall become ordained. If members of the Nest desire, the position of High Scion may rotate among qualified members of the Nest.

Section 4:
In areas where no Nest exists, Scions may, with the approval of the Board of directors, establish proto-nests of the Church of All Worlds, Inc.; such proto-nests shall conduct meetings in accordance with the Bylaws and principles of the Church of All Worlds and shall forward monthly reports of activities to the Board of Directors via the Membership Officer.

Section 5:
In special cases the Church may license a Scion of 6th Circle as a Minister and issue Ministerial Credentials, which shall consist of a Ministerial Certificate and wallet-sized ID card. Licensed CAW Ministers shall function as the equivalent of Chaplains, and be authorized to perform such sacraments as authorized by the Council of the Third Ring. In order to qualify for this special status, the Scion must present a Ministerial Proposal to the Board of Directors indicating the nature of the Scion's intended Ministry and his/he qualifications to fulfill it. Examples of such Ministries shall include (but not be limited to): Prison Ministries, Hospital Ministries, Armed Services Ministries.

Article VI Clergy

Section 1:
The Third Ring shall consist of Priests and Priestesses, to be identified by the color purple, as used on membership cards, in newsletters, and in ceremonial vestments. They shall be grouped into the following three Circles, by qualifications to be determined and amended by the Board of Directors.
A. Seventh Circle (identified with the planet Earth and its symbols.)

B. Eighth Circle (identified with the planet Venus and its symbols.)

C. Ninth Circle (identified with the planet Mercury and its symbols.)

Section 2:
Duties of the Clergy shall include hosting and officiating at various ceremonies and services, administering the sacraments, writing and preparing rituals, arranging meetings and councils, supervising the training of Seekers and Scions, sponsoring and aiding postulants to the Clergy, voting for and serving as members of the Board of Directors, maintaining communications with other Nests, and any other such duties as may be determined by Councils of the Third Ring or the Board of Directors.

Section 3:
The Priest and/or Priestess establishing a Nest or assuming responsibility for an established Nest shall be known as High Priest or High Priestess of that Nest. The duties of High Priest or High Priestess include primary responsibility for all Church activities in that Nest, including reports to the Board of Directors, and any other such functions as they themselves shall determine, subject to approval by the board of Directors. The term of office for High Priests and High Priestesses shall customarily be for a period of not more than seven years, during which time it shall be the duty of such persons to select and train their successors. Any High Priest or High Priestess who does not step down before this seven year period is up may, at any time after the seven years, be summarily eliminated at the consensual agreement of the rest of the Nest.

Section 4:
Ordination into the Priesthood may be bestowed upon Scions who have completed all the currently stated qualifications of the Sixth Circle and have been recommended for the Seventh by any sponsoring member of the Clergy, provided the candidate has first been approved unanimously by the Board of Directors through the submission of such data as the Board may choose to require.

Article VII Primate

Section 1:
The primary authoritative and not authoritarian spokesperson for the Church of All Worlds shall be known as the Primate, and shall hold this position for as long as he or she can adequately demonstrate his or her capability to perform its duties and functions, or until successfully challenged for the position by a would-be successor, or for life, or for as long as he or she desires to hold the position. Any of the foregoing conditions may serve to limit the term of office of the Primate.

Section 2:
Duties of the Primacy shall include all appropriate duties of a general spokesperson, coordination and integration of programs, activities, information and input included in the Church gestalt, and coordination of relationships with other groups within the larger Pagan and Neo-Pagan community. It shall be the responsibility of the Primate to keep well informed enough on all phases of both the Church of All Worlds and Paganism/Neo-Paganism as a whole that such duties may always be competently and effectively performed.

Section 3:
As the Primate is largely an honorific position awarded by the membership in respect for a person's years of service to the Church of All Worlds, a successor may or may not be chosen upon the discontinuation of one Primate's term of office. Should it be desired, a successor shall be chosen by the same method as any other elected official.

Article VIII Directors

Section 1:
Management of the Corporation shall be vested in a Board of Directors, consisting of not less than three nor more than thirteen persons, consisting of a representative of each chartered subsidiary and the following officers: President, Vice-President in charge of Membership, Treasurer, and Secretary. A minimum of one-third of the Board of Directors shall be members of the Clergy. The Board can approve the calling of qualified persons among the membership to the positions of Secretary and Treasurer by unanimous decision. An individual may hold the position of an officer and a representative of a subsidiary group, if necessary. Decision-making shall be by consensus, but if agreement cannot be reached, decisions will be made by two-thirds majority vote. In such a case, the votes of all members of the Board of Directors are equal, regardless of the Ring status of the person voting.

Section 2:
At the first annual meeting of the Board of Directors, the Board shall elect from its own number, a President, one or more Vice-Presidents, a Secretary and a Treasurer, who shall serve as officers both for the Board of Directors and for the Corporation. At the discretion of the Directors, the same person may serve in more than one office. The President and Vice-President in charge of Membership must be members of the Clergy.

Section 3:
The powers of the Board of Directors shall be those usually assigned to such Directors. They are subject to limitation or specification at any meeting of the Board or the Third Ring. They shall specifically include the following powers:
A. To call regular or special meetings of the Directors, the Councils, or of the membership, on initiative of the President, or by mutual agreement of two or more of the Directors.

B. To make rules and regulations not inconsistent with the laws of the State of California or the Bylaws of this Corporation, for the guidance of officers, Directors, and members.

C. To make rules and regulations for the use and management of all Church property, whether real or personal, and to change such rules and regulations at such time and in such manner as to said Board of Directors, or Directors of subsidiary groups, shall seem right and proper.

D. To accept, review, and approve or reject applications for Priesthood, and to issue certificates of ordination to those applicants who shall have fulfilled their qualifications and shall have complied with the requirements of the rules, Bylaws, and Articles of Incorporation, and who are recommended by their High Priests or High Priestesses, to serve as Clergy or for other special purposes recognized by act of the Board of Directors.

E. To issue certificates of Charter to members in other areas when they wish to establish a local Nest, or to establish Subsidiary Organizations, upon conditions to be determined by the Board.

F. To determine what shall be due and reasonable compensation to be paid any member of the Corporation for services rendered to or for the Corporation, affecting one or more of its purposes.

G. To maintain, at the Central Nest, confidential files on all members, active and inactive, and such other records as may be deemed necessary adequately to carry out the purposes of the Corporation.

Section 4:
The Board of Directors shall have full power and authority to borrow money on behalf of the Corporation, including the power and authority to borrow money from any of the members, Directors, or officers of the Corporation, and to otherwise incur indebtedness on behalf of the Corporation, and to authorize the execution of promissory notes, or other evidences of indebtedness of the Corporation, and to agree to pay interest thereon to sell, convey, alienate, transfer, assign, exchange, lease, and otherwise dispose of, mortgage, pledge, hypothecate, and otherwise encumber the property, real or personal, and the franchises of the Corporation to purchase, lease, and otherwise acquire property, real and personal, on behalf of the Corporation; and generally to do and perform, or cause to be done and performed, every act which the Corporation may lawfully do and perform.

Section 5:
The Board of Directors shall have summary power by vote of a two-thirds majority of its members to suspend, or to expel and terminate the membership of any member of the Church, including the Priesthood and the Board of Directors, for conduct which in its opinion disturbs the order, dignity, business or harmony, or impairs the good name, popularity or prosperity of the organization, or which is likely in its opinion, to endanger the welfare, interest or character of the organization, or for any conduct in violation of these Bylaws or of the rules and regulations of the Corporation, which may be made from time to time. Such action by the Board of Directors may be taken at any meeting of such Board upon the initiative of any member or members thereof. The proceedings of the Board of Directors in such matter shall be final and conclusive, unless overruled by majority vote of the Council of the Third Ring, acting as a Board of Appeal. It is expected that any Clergy serving on such a Board will absent themselves if s/he is unable to be impartial, or is affected personally by the decisions of such a Board.

Section 6:
The Board of Directors shall constitute a nominating committee for Directors to serve on the Board. Their recommendations shall be presented by the Secretary to the Council of the Third Ring at any regular meeting. Other nominations may be made by any member present at the said meeting.

Article IX Officers

Section 1:
The officers of the Corporation shall be a President, a Vice-President in charge of Membership, a Secretary, and Treasurer. Other officers may be created by resolution of the Board, not to exceed thirteen. Doubling of roles is permissible with the agreement of the Board.

Section 2:
The term of all offices shall be one year.

Section 3:
The President shall be the chief executive officer of the Corporation, and shall preside at all meetings of the Board of Directors. S/he shall have general charge of the business of the Corporation, and shall execute, with the Secretary, in the name of the Corporation, all deeds, bonds, contracts, and other obligations and instruments authorized by the Board of Directors. The President shall also have such other powers and shall perform such other duties as may be assigned by the Board of Directors.

Section 4:
Unless the Board of Directors shall specify otherwise, the Vice-President shall be the regularly designated authority to act on applications for membership and ordination, and may head a committee which performs this task. It shall be the responsibility of the Vice-President to keep addresses and other information relating to membership up-to-date. The Vice-President shall be vested with all the powers and shall perform all the duties of the President, in case of the absence or disability of the President. The Vice-President shall also have such other powers and shall perform such other duties as may be assigned by the Board of Directors.

Section 5:
The Secretary shall keep records of all regular and special meetings of the Board of Directors, and forward these records to the members of the Board and the Third Ring. The Secretary shall also mail notification to members of the Third Ring and the Board of the time, place, and planned agenda of the regular Board meetings. Subsidiary representatives are asked to send the secretary a record of the quarterly business of each subsidiary three weeks prior to the regular meeting, for inclusion in the quarterly meeting notes. Notices should be sent at least two weeks prior to each regular meeting, and as early as possible before a special meeting. The Secretary also serves as the correspondent of the Corporation with persons representing the State of California, and files whatever reports and forms may be required by the State on an annual or ongoing basis.
A. In case of the absence or disability of the Secretary, or refusal or neglect to act, notices may be given and served by the President, or by the Vice-President, or by any person authorized by the President or the Vice-President, or by the board of Directors. Section

Section 6:
The Treasurer shall receive and safely keep all funds of the Corporation and deposit same in such bank or banks as may be designated by the Board of Directors. Such funds shall be paid out only on the check of the Corporation signed as directed by the Board of Directors. The Treasurer shall also control the keeping of the books and accounts of the Corporation, and is responsible for the filing and payment of any monies required by the State of California. Subsidiary representatives are responsible for the forwarding of quarterly financial records of each subsidiary to the Treasurer in advance of each quarterly Board of Directors meeting.

Article X Councils

Section 1:
Seekers of the First through Third Circles shall be the general laity, and shall relate peripherally to the Inner Circles, members serving on committees, participating in open meetings, and fulfilling any other such functions as shall be designated by members of the Second and Third Rings.

Section 2:
Scions shall constitute the Council of the Second Ring, or the Scion Council, which shall function in the interest of the Corporation in such matters as cannot conveniently be brought before a regular or special meeting of the First Ring. This council shall have one representative sit on each meeting of the First Ring as Chairman. This Council shall fulfill any other particular functions as shall be designated by members of the Third Ring, and may hold such regular or special meetings as shall be found necessary adequately to carry out the purposes of the Corporation.

Section 3:
Clergy of the Seventh through Ninth Circles shall constitute the Council of the Third Ring, or the Clergy Council, which shall function in the interests of the Corporation in such matters as cannot conveniently be brought before a regular or special meeting of the First or Second Rings. This Council shall have one representative sit on each meeting of the Second Ring as Chairperson. This Council shall fulfill any other such functions as shall be designated by the Board of Directors, and may hold such regular or special meetings as shall be found necessary to adequately carry out the purposes of the Corporation.

Section 4:
The officers of the Board of Directors shall constitute the Executive Council, which shall function in the interest of the Corporation in such matters as cannot conveniently be brought before a regular or special meeting of the Board of Directors or of the Ring councils. This Council may hold such regular or special meetings as shall be found necessary adequately to carry out the purposes of the Corporation.

Section 5:
Each Nest shall establish a Nest Council, which shall function in the interest of that Nest in such matters as cannot appropriately or conveniently be brought before meetings of any of the other aforementioned Councils or the Board of Directors. The Nest Councils shall deal with all those matters which are the exclusive concern of the particular individual Nests, rather than of concern to the Church or Corporation as a whole. Such Nest Councils shall consist only of Second and Third Ring members of such Nests, in number not to exceed thirteen. Application for membership on a Nest Council must be made in person before the assembled body of the Council, during which the applicant should be questioned on his or her reasons for wanting to serve on the Council and his or her understanding of the principles and purposes of the Nest and the Church. Acceptance to the council must be by unanimous vote or consensus of the current Nest Council membership. Candidates for Priesthood must first have served at least six months on a Nest Council, and that Council must unanimously approve the candidate's application for ordination before it can be submitted to the Board. The advancement and training of members of each Nest through the Second Ring shall be under the supervision of the Priesthood of that Nest, who may consult the Nest Council if such consultation shall be found useful or necessary. Second Ring members who are not affiliated with a particular Nest shall be trained under the supervision of the Priesthood of the Central Nest. At meetings of the Nest Councils, the High Priest, High Priestess, or High Scion shall be Chairperson, and shall be familiar with the rudiments of parliamentary or consensus procedure.

Section 6:
Any of the aforementioned Councils are authorized to appoint such committees as shall be found useful in the conduct of the activities of the Corporation.

Section 7:
Each of the aforementioned Councils and Committees shall elect or appoint, for any term necessary, such officers as may be found necessary to the conduct of the Councils. Such offices shall include a Secretary, whereby minutes shall be taken and notices of meetings disseminated.

Section 8:
General membership shall have the prerogative of vetoing any action taken by the Board of Directors, which it finds objectionable. Such veto to be taken by two-thirds majority at the Annual meeting.

Article XI Nests

Section 1:
The basic local organizational/congregational unit of the Church of All Worlds shall be the nest. A nest is a group of Church members, with at least one member 4th Circle or above, organized in a local area to learn about, discuss, and creatively practice the purposes of the Church. Nests shall be largely autonomous units which have agreed to adopt and practice the values and purposes of the Church and have, after applying to the Board, been granted a charter by the Board of Directors pursuant to a recommendation of the Nest Co-ordinating Council.

Section 2:
In order to form a nest, a group of at least three Church members of at least 2nd Circle must apply to the Nest Co-ordinating Council for a charter as a proto-nest, or Chapter. Chapter charters are issued a the discretion of the Nest Co-ordinating Council. In order to be granted a full Nest Charter, a group must function for at least a year and a day and have at least one member who has reached the level of Scion (4th Circle). Granting of a Nest Charter will be by vote of the Board of Directors.

Section 3:
Nests chartered by the Board of Directors shall be legal subsidiaries of the Church of All Worlds as incorporated under the laws of the States of Missouri and California. Nest shall not have the power to incur debt in the name of the Church of All Worlds.

Section 4:
The Board and Clergy of the Church of All Worlds do not wish to impose any doctrinal restraints upon local nests beyond the requirement that their activities be in accord with the purpose of the Corporation as stated in Article II of these bylaws. The board and Clergy in fact encourage creativity and innovation on the part of all local nests and groups in the lawful pursuit of the goals of the Church of All Worlds.

Section 5:
The Board of Directors does, however, reserve the right to revoke either a Chapter or Nest Charter on the recommendation of either the Council of the Third Ring or the Nest Co-ordinating Council for one of the following reasons:
A. The conduct at its meetings and public functions or in its public statements is found to be incompatible with the purposes of the Corporation as stated in Article II of these Bylaws, or contrary to the laws of the United States or the State of residence of the Nest or Chapter;

B. The conduct or statements of the Nest or Chapter in its meetings and public functions or in its public statements, in the judgment of the Board of Directors, reflects unacceptable discredit on the Church of All Worlds, its purposes, members and Clergy;

C. The Board of Directors has reason to believe — on recommendation from either the Council of the Third Ring or the Nest Co-ordinating Council — that the chartered group is not truly functioning as a Nest or Chapter in that the contact person of that Nest or Chapter does not respond to queries, show evidence of membership or the holding of regular meetings or other evidence that the Chartered Nest or Chapter is, indeed, functioning as a viable organizational unit of the Church of All Worlds.

Article XII Meetings

Section l:
General meetings of the Corporation shall be held in conjunction with the first yearly meeting of the Board of Directors. Regular meetings of the Board of Directors shall be held quarterly, approximately three weeks before cross-quarter Sabbats. The first annual meeting shall propose the meeting dates for the remaining quarters of the year. Special meetings may be held whenever deemed necessary.

Section 2:
Notice of the Annual Meetings of the General Membership shall be made each year at least one month in advance of the date of the meeting by a special mailing to all registered members of the Church of at least 2nd Circle. Notices of regular meetings of the Board of Directors, together with quarterly subsidiary reports and proposed agenda items, shall be sent to members of the Board two weeks prior to such meetings by the Church Secretary. Notice of special Board meetings shall be made as early as possible. Notice of regular meetings of other councils shall be sent to relevant members two weeks in advance by the appropriate council secretary, and notices of special meetings, as early as possible. Meetings of Nest Councils shall be held at least quarterly, the frequency and dates to be determined by said councils.

Section 3:
The privilege of decision-making at any meeting shall be limited to those present who are actual active members both of the Church and of the particular Council or Ring convening the meeting. If the number present is thirteen or less than thirteen, all decisions must be made by consensus, and if consensus cannot be reached, by a two thirds majority. If the number present is greater than thirteen, all decisions must be by a two-thirds majority vote. In meetings where more than thirteen voting members are present, the number of votes carried by each member shall be equal to the ring (1, 2, or 3) that member has attained.

Section 4:
A quorum to conduct business shall consist of a number of voting members equal to two-thirds majority plus one of the members of that particular council.

Section 5:
The fiscal year of the Corporation shall be from January l to December 31, inclusive.

Article XIII Subsidiary Operations

Section 1:
The Corporation, acting through the Board of Directors or their delegated authority, may organize, charter, establish, and operate such subsidiary operations, agencies, groups, and institutions as may be found necessary or expedient adequately to carry out the purposes of the Corporation.

Section 2:
Each subsidiary shall send a representative to serve on the Board of Directors. The subsidiary representatives shall be responsible for reporting the activities of the Subsidiary to the Board, and for relaying information from the Board to each subsidiary. In addition, the subsidiary representatives shall submit reports to the Secretary and the Treasurer detailing the activities of each subsidiary.

Section 3:
Chartering and serving as Directors of subsidiary organizations is open only to active members of the Church with Scion or Clergy status. Under exceptional circumstances, and by special dispensation of the Board of Directors, a project or provisional subsidiary may be approved for inception by a Church member of only 3rd Circle status, conditional upon that person's attainment of 4th Circle within a year from the date of approval, or the appointment within that time as a Director of the aforesaid subsidiary of another active Church member of at least 4th Circle. Subsidiaries should begin as projects or provisional subsidiaries and be considered for full subsidiary status if they have been active for two years and two days. Provisional subsidiaries should send a contact person to the Board of Directors' meetings.

Section 4:
The governance of subsidiaries shall be by Directors and Councils, the combined total number of which must always be an odd number, from one to seven, of whom one to three shall be designated Directors. Should the subsidiary be authorized to open a bank or checking account, there shall be three approved signatories on the account, at least one of which must be a Scion or Clergy. Directors of subsidiaries must be Scions or Clergy, but other members of the subsidiary councils may be any active members of the Church that the subsidiary Directors wish to delegate.

Section 5:
Decision-making in subsidiary councils should follow the procedures outlined in Article XI, Section 3 above.

Article XIV Amendments

Section 1:
Amendments or changes in these Bylaws may be made by recommendation of the Board of Directors at the Annual meeting, by unanimous vote or consensus of voting members present.

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