ARTICLE I:  NAME
The name of the Corporation is the “Delaware Valley Pagan Network, Inc.”.

ARTICLE II:  PURPOSES
Section 1.
The purposes for which the Corporation is formed are as follows:

(a)             to promote positive public awareness and acceptance of the pagan community;

(b)            to encourage the pagan community to work in partnership with the broader community;

(c)             to promote awareness within the pagan community of groups, events, gatherings and activities;

(d)            to engage in fund-raising activities as part of an ongoing capital drive campaign;

(e)             to originate, arrange, sponsor and hold meetings, conventions, conferences, lectures and talks for the further advancement of the pagan community;

(f)              to promote, publish or print any form of literature which encourages positive advancement of the pagan community;

(g)             to operate a center for the pagan community;

(h)             to carry on any other business or activity in furtherance of the foregoing and not inconsistent with the constraints applied by Section 501 ©(3) of the Internal Revenue Code of 1954. as amended (or the corresponding provisions of any future Internal Revenue law).

Section 2.
Notwithstanding any other provision of the Articles of Incorporation or the Bylaws, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the Corporation.

Section 3.
No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office.

Section 4.
No part of the net earnings of this Corporation shall inure to the benefit of or be distributed to, its members, directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions in favor of the purposes set forth in the Articles of Incorporation and any Amendments thereto.

ARTICLE III:  DISSOLUTION
Upon dissolution of the Corporation, the membership shall, after paying or making provision for payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation, and shall distribute the assets of the Corporation in such a manner, or to such an organization or organizations as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provisions of any future Internal Revenue law), as the membership shall determine. Any of the assets not so disposed of shall be disposed of by the appropriate court of the Commonwealth of Pennsylvania having jurisdiction, exclusively for such purposes as stated above, as said court shall determine.

ARTICLE IV:  MEMBERSHIP
Section 1.
The classes of membership in the Corporation are:

(a)             Board of Directors, which entitles the member to all rights, privileges and duties of membership in the Corporation, including full voting privileges; and

(b)            General Members, which entitles the member to all rights, privileges and duties of membership in the Corporation, with the exception of the right to vote on any matter, unless otherwise provided in particular cases by the Board of Directors. General Members must be of legal age of majority in the Commonwealth of Pennsylvania.

(a)             Membership shall run on a calendar year basis. A schedule of dues shall be determined by vote of the Board of Directors.

ARTICLE V:  MEETINGS OF THE CORPORATION
Section 1.          Regular Meetings
Regular meetings of the membership shall be held at least once per month at such times and places as the board of directors shall determine. Meetings shall only be held within the following areas:

(a)             The counties of Philadelphia, Montgomery, Bucks, Chester and Delaware in the Commonwealth of Pennsylvania;

(b)            The state of Delaware; or

(c)             The counties of Mercer, Burlington, Ocean, Camden, Gloucester, Salem, Cumberland, Atlantic & Cape May in the State of New Jersey.

Section 2.          Annual Meeting
The Annual Meeting of the Corporation will beheld within the last seven days of the month of February, on a date to be determined each year by the Board of Directors. The Annual Meeting shall be closed to non-Members.

Section 3.          Board of Directors and Quorum
There shall be not less than five members of the board of directors. Except as otherwise provided by these Bylaws or the Articles of Incorporation, a quorum shall consist of three-fifths (60%) of the board of directors. A majority of a quorum is required to pass any motion. If the number of members of the board of directors drops below five, a special closed meeting of the board of directors shall be called within thirty days to select new board member(s).

ARTICLE VI:  SELECTION OF BOARD OF DIRECTORS
Section 1.          Election of Board
The election of the Board of Directors shall take place at the Annual Meeting. Election to any position shall be by simple majority vote of a quorum. Board Members shall serve a one year term, and a nominee shall be agreeable to serve the full one-year term. Only Members are eligible to be elected as Board Members.

Section 2.          Application for Board Membership
All applications for Board Membership shall be submitted to a current Board Member in advance of the meeting at which an election is scheduled and shall be in writing, signed by the applicant. The Board may, by majority vote, permit applications not made in advance of the election meeting to be made orally from the floor.

Section 3.          Duty to Review
As soon as possible after their election, each Board Member shall review and become similar with the Articles of Incorporation, the Bylaws, Part III of Title 15 of the Pennsylvania Consolidated Statutes, Section 501(c)(3) and the related sections of the Internal Revenue Code.

Section 4.          Removal of Board Member
If a member of the Board of Directors does not attend a meeting for two consecutive months, the remaining members of the Board of Directors shall have the option to declare the position vacant. Such absent member shall be so notified by the Board.

ARTICLE VII:  MANAGEMENT OF THE ORGANIZATION
Section 1.          Officers
Officers shall be elected and shall have such duties as prescribed in Article VIII herein.

Section 2.          Committees
Committees shall be created and shall have such duties as prescribed in Article IX herein.

Section 3.          Management of Corporation
The Board of Directors shall exercise the general control and management of the property and business of the Corporation. In addition to the powers and authority expressly conferred on them, the Board of Directors may exercise any powers of the Corporation and do any lawful acts or things, the doing of which is not otherwise prohibited by state or federal law, the Articles of Incorporation or these Bylaws.

Section 4.          Specific Duties
(a)             Every check, promissory note, draft or demand for money of whatever amount shall be signed on behalf of the Corporation by the Treasurer or the President, or by such other person or persons as the Board of Directors may designate.

(b)            Every contract, deed, or other instrument shall be signed on behalf of the Corporation by the President, Secretary, or Treasurer, or by such other person or persons as the Board of Directors may designate from time to time,

(c)             Any instrument requiring the affixing of the Corporation Seal shall be executed and attested to in such a manner and by such persons as the Board of Directors shall determine.

Section 5.          Fiscal Year
The fiscal year of the Corporation shall be the calendar year. The Treasurer holding office at the end of the fiscal year shall be responsible for closing the books of the Corporation and shall assist in completing any tax forms required for all or part of the term of office,

Section 6.          Registered Office
The Board of Directors shall determine the location of the registered office of the Corporation within the Commonwealth of Pennsylvania. The Board of Directors may establish additional offices within or without Pennsylvania.

Section 7.          Bond Requirements
The Board of Directors may require that any Officer or agent be bonded for the benefit of the Corporation, in such sums and with such sureties as the Board of Directors may prescribe, for

(a)             the faithful performance of their duties and

(b)            the faithful restoration to the Corporation, in the event of their death, resignation, retirement or removal from office, of all books, papers, vouchers, monies, checks and other property of whatever kind in their possession or under their control, and belonging to the Corporation.

ARTICLE VIII:  OFFICERS
Section 1.          Required Offices
The Officers of the Corporation shall consist of a President, Secretary and Treasurer, and such other positions as the Board of Directors may create, in their sole discretion. Officers shall be elected by the in coming Board of Directors at the Annual Meeting, and shall serve for a one-year term. Only Board Members are eligible to serve as Officers of the Corporation, and the same person may serve in more than one office.

Section 2.          Duties of the Officers
(a)             The President shall be Chief Executive Officer of the Corporation and shall have the general and active management of its business. The President shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation and shall have the final authority on all matters relating to the day-to-day business of the Corporation, subject to the provisions of these Bylaws. The decisions of the President shall conform to the policies set by the Board of Directors. The President shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall preside at all meetings of the Board of Directors and the Membership. The President shall perform such additional duties as may be prescribed by the Board of Directors.

(b)            The Secretary shall act as the secretary of all meetings of the Membership and of the Board of Directors and shall keep the minutes of all such meetings He or she shall maintain an up-to-date list of the names of the Members of the Corporation, showing their membership classification and address, and shall carry out such duties with regard to these records as is specified by these Bylaws. The Secretary shall have custody of the Corporate Seal, the Articles of Incorporation, and all other legal papers and records of the Corporation. The Secretary shall be responsible for the filing of such reports as may be required by federal and state law. The Secretary shall perform such additional duties as may be prescribed by the Board of Directors.

(c)             The Treasurer shall be the chief financial officer of the Corporation The Treasurer shall have custody of the corporate Funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation The Treasurer shall deposit all monies and other valuable effects in the name and to the credit of the Corporation, in such depositories as the Board of Directors may designate. The Treasurer shall collect all funds due and owing to the Corporation and shall disburse the funds of the Corporation as directed by the Board of Directors. The Treasurer shall report to the Board of Directors monthly and at such other times as directed by them, on his or her transactions as Treasurer and on the financial status of the Corporation The Treasurer shall make and prepare a statement at the conclusion of the fiscal year on the financial activities of that year and the condition of the Corporation. The Treasurer shall assist the Secretary in keeping records of the membership and in filing such fonts as may be required by federal and state law.

(d)            Any other officers shall perform such duties as are assigned to him or her by the Board of Directors Any such assignment shall expire upon the election of a new Board of Directors.

Section 3.          Additional Agents
The Board of Directors may create any additional appointive or elective position or appoint such agents as they deem necessary, They may define the duties and determine the authority of such positions or agents and the procedure whereby the holder of such positions or agencies shall be removed at the pleasure of the Board of Directors.

ARTICLE IX:  COMMITTEES
Section 1.          Committees
Standing or special Committees may be established or dissolved by the Board of Directors, in their sole discretion The Corporation shall not be required to form any Committees, and such shall be formed and dismantled in the sole discretion of the Board of Directors. Committee members need not be Members of the Corporation; however, no Committee shall be chaired by a non - Member.

Section 2.          Appointment of Committees
The Board of Directors shall appoint the Committee chair, who must be a General Member, and shall appoint the members of each Committee in consultation with the chair of that Committee Committee members need not be members of the Corporation.

Section 3.          Removal of Committee Members
The Board of Directors may remove any Committee chair in its sole discretion; or may remove any Committee member in its sole discretion and upon recommendation of that Committee chair.

Section 4.          Authority of Committees
Committee members, including the chair, shall not have authority to transact business on behalf of the Corporation, unless such authority is expressly granted to them by the Board of Directors.

Section 5.          Committee Procedures
Every Committee shall keep a general record of the proceedings of its meetings and activities and shall submit such records to the Secretary for inclusion in the records of the Corporation. All members of a Committee shall be notified of all meetings of the Committee.

ARTICLE X:  AMENDMENTS
Section 1.          Amendments to Articles of Incorporation or Bylaws
A proposal to amend the Articles of Incorporation or these Bylaws can be introduced by any Board Member The proposal must be presented in writing to the Secretary, who shall present it to the Board of Directors at their next meeting.

Section 2.          Adoption of Amendments
The affirmative vote of four-fifths (4/5) of the entire Board of Directors (not of a quorum) is required to adopt any amendment to the Articles of Incorporation or the Bylaws.

Section 3.          Compliance
Whenever an amendment to the Articles of Incorporation is adopted, the Board or Directors shall forthwith take such action as is required by the laws of the Commonwealth of Pennsylvania to cause the amendment to become effective and registered

ARTICLE XI:  MISCELLANEOUS
Section 1.          Indemnification
(a)             The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suitor proceeding, whether civil, criminal administrative or investigative by reason of such person’s being or having been an Officer, Director, Trustee or agent of the Corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her In connection with such action, suit or proceeding, to the full extent permitted by law, except where such person is finally determined to have been guilty of bad faith or improper conduct of his duty as such Officer, Director, Trustee or agent.

(b)            The Corporation shall pay expenses incurred in defending any such action, suit or proceeding in advance of its final disposition to the extent, if any, authorized by the Board of Directors of the Corporation, upon receipt of an undertaking by or on behalf of the person or persons involved to repay such amount unless it is ultimately determined that such a person is entitled to be indemnified by the Corporation.

(c)             The Corporation may, but is not required to, purchase and maintain insurance on behalf of one or more of its Officers, Directors, Trustees or agents against any liability which may be asserted against, or expense which may be incurred by, any such person in connection with the Corporation’s activities, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of these Bylaws.

Section 2.          Interested Director
No contract or transaction between the Corporation and one or more of its Directors or Officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or Officers are directors or officers, or have a financial interest in, shall be void or voidable solely for this reason, or solely because the Director or Officer is present at or participates in the meeting of the Board of Directors which authorizes the contractor transaction, or solely because his, her or their votes are counted for such purpose, if

(a)             the material facts as to his or her relationship or interest in and as to the contractor transaction are disclosed or are known to the Board of Directors, and the Board of Directors in good faith authorizes the contractor transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or

(b)            the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contractor transaction.

Section 3.          Notice
Written notice or notification is given” to any person if and when it is left with them in person or with a person living with them, or is left at their residence or usual place of work, or if and when sent by mail, telegraph, electronic mail or other carrier to their address as it appears in the records of the Corporation, or if and when it is sent to them by any other means. Any means enumerated in this subsection and used to give any notice to any person must be reasonably calculated to reach that person within a reasonable period of time,

Section 4.          Copies
Every Board Member, and any other Member who so requests, shall be provided with an up-to-date copy of the Bylaws, the Articles of Incorporation and/or any Standing Rules.

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