Previous Bylaws Section 4.2

4.2. Membership Categories:

The Troth shall have four classes of members: New, Full, Lifetime, and Complimentary. Incarcerated members are treated differently, as defined in Section 4.3. The fees associated with membership shall be decided by the Board according to the needs of the organization, and the Board may establish different rates for specific groups as they see fit.

4.2.1. New Members:

New members are those persons who have been members in good standing, as defined above, for less than one year.

New members who are at least 18 years of age are not are eligible to vote in Corporate elections.

New members are allowed and encouraged to take on volunteer responsibilities within the Troth, with the exception of senior leadership positions such as:

• Members of the Board of Directors
• Other Officers of the Corporation
• At the discretion of the Board of Directors, other positions, such as those that involve handling confidential or financial information.

4.2.2. Full Members:

Full Members are those persons who have remained members in good standing, as defined above, for at least one year. Full Members whose memberships have lapsed for more than three months shall revert to New Member status, if they reapply for membership, and will not be recognized as Full Members again until their renewed membership has been active for at least six months.

People living together in the same household and sharing the same mailing address may join the Troth as a “family.” For such Family Memberships, all members of the household who are at least 18 years of age may vote in Troth elections. At the time of purchasing the Family Membership, the person purchasing the Membership identifies who the voting members are.

Full Members who are at least 18 years of age have all the rights of New Members and are also eligible to serve in leadership positions as defined above in Section 4.2.1.

5.1. The Board of Directors:

Management of the corporation is vested in a Board of Directors, which shall be ceremonially known as the “High Rede”. The Board of Directors shall be the chief policy-making body of the corporation. Except as otherwise provided in these Bylaws, the Board of Directors shall appoint Executive Officers and Operating Officers, ensure fair election of new members of the Board of Directors when  219 vacancies occur, and adopt and amend these Bylaws as necessary. The Board of Directors may remove Executive Officers, Officers, and Clergy from office, and may revoke or deny membership, according to such procedures as it may establish if it determines, at its sole discretion, that such action is in the best interests of the corporation and the community it creates.

5.1.1. Composition:

The Board of Directors shall have between three (3) and nine (9) members, including the President. The actual number at a given time shall be decided by the Board of Directors.

The Board of Directors shall make every effort to recruit members of groups that have been discriminated against as defined above by the Heathen community to run for vacant seats on the Board.

5.1.2. Election:

Members of the Board of Directors shall be elected by the Full Members of the Corporation. One third (1/3) of the members of the Board of Directors shall be elected each year to serve terms of three years, beginning at Trothmoot of the year in which they are elected.

Members of the Board of Directors shall be elected according to procedures approved by the Board of Directors, published to the membership and administered by the Elections Officer. Any Full member may nominate one or more persons (to include themselves) as candidates for the Board of Directors. All candidates must be Full Members of the Corporation at the time of their nomination.

If a member dies in office or resigns from the Board or the organization, a successor shall be elected to fill the remainder of the departing member’s term,  unless the remaining Board determines by two-thirds (2/3) vote that a special election is unnecessary. If the number of Board members is not evenly divisible by three, one less than one third of the members may be elected during some years. If the Board of Directors decides to grow or shrink its size, no less than one position may be filled by election in a given year. The goal of these rules is to ensure that the Board of Directors is continually populated by a majority of experienced members and also to ensure that new voices are added to the Board annually.

When needed, the Board may suspend the limitations on the maximum and minimum number of Board positions filled in an election, provided the following are both true:

1. No Board member may serve a term of longer than three years without being reelected;
2. The motion to invoke this clause is approved by both the President and a minimum of 2/3 (two-thirds) of the sitting Board Members.

The medium for Board of Directors Elections shall be determined by the Board. Media can include one or more of: mail, email, or other appropriate means. The Corporation shall not be required to provide notice of or hold an annual meeting of the members for purposes of voting. No member may ever cast more than one vote for a single candidate.

5.1.3. Meetings:

The members of the Board of Directors shall meet at least quarterly via face-to-face meetings or any other medium appropriate to conduct Corporate business. At the end of each quarter, the Scribe shall prepare and submit to the Board a summary of decisions and policies approved by the Board of Directors. This report shall be considered the official minutes of the administration. Such minutes shall be published in the operating journal and made available to all members.

For the purpose of Board meetings, the total number of the Board shall include all members of the Board of Directors who are in office at the time the Meeting starts, plus the President who is in office at the time the Meeting starts. If held in person, the Number Present shall be the portion of the Total Number of the Board who attend the meeting. If held online, the Number Present shall be the portion of the Total Number of the Board who communicate that they are Present.

A quorum of Board of Directors members is half the size of the current Total Number of the Board of Directors, rounded up to the nearest whole number.

For a meeting to be valid for the purpose of passing motions or taking any actions, a quorum must be present.

For any motion to be passed by the Board of Directors, it must receive votes in favor from a quorum, regardless of the number present at the meeting. The Board may set higher thresholds for passage of specific measures, but no measure shall be enacted which does not have the support of an absolute majority of the total number of the Board. In the event that there is a tie on a motion, the motion fails by default.

An annual gathering of the Corporation, designated as “Trothmoot,” shall be held during the month of June at a site agreed upon by an act of the Board of Directors. Attending this gathering shall be a requirement of all Board of Directors members, except for extenuating circumstances. At this meeting the Board of Directors members shall meet privately among themselves. In addition, the Board of Directors shall conduct business meeting open to all attendees of the gathering, at which they shall report to the membership on the state of the Corporation and where policies and procedures may be proposed and discussed.

The full Board of Directors shall be defined as all Board members currently serving. Votes may be cast in person, via approved electronic means, or via proxy. All proxies must be in writing, must be authorized and dated by the Board members executing them, and their period of validity may not exceed three months. Any proxy may be revoked by providing written notice to the President and the person to whom the proxy was given. Proxies may only be given to current members of the Board of Directors.

As a member of the Board of Directors, the President may introduce motions, second motions, vote on motions, and hold proxies.

Any meeting shall end when either a quorum votes to adjourn or the quarter ends. The Board may choose to postpone or to table any items or to refer them to committees or individuals during the meeting. Any items that remain unresolved at the end of the meeting will automatically be added to the agenda of the next meeting as Old Business.

5.1.4. Abandonment of Board of Directors Seat:

At any scheduled meeting of the Board, the Board may, by a majority vote, declare an individual Board member who is not present at that meeting and has not dedicated a proxy to be in danger of being found to have abandoned their seat. Notice of this motion must be given to that member via email or other appropriate medium. Notice must also be posted on the Troth members email list. If these conditions are met, and the named member does not attend and take part in the next scheduled quarterly Board meeting, then the Board may, at that meeting, remove the named member from office.

If the member responds to contact efforts by participating in the meeting or providing compelling justification for their absence, then the motion placing the member in danger of being found to have abandoned the office is nullified.

5.1. The Board of Directors

Management of the corporation is vested in a Board of Directors, which shall be ceremonially known as the “High Rede”. The Board of Directors shall be the chief policy-making body of the corporation. Except as otherwise provided in these Bylaws, the Board of Directors shall appoint Executive Officers and Operating Officers, ensure fair election of new members of the Board of Directors when vacancies occur, and adopt and amend these Bylaws as necessary. The Board of Directors may remove Officers, and Clergy from office, and may revoke or deny membership, according to such procedures as it may establish, if it determines, at its sole discretion, that such action is in the best interests of the corporation and the community it creates.

5.1.1. Composition

The Board of Directors shall have between three (3) and nine (9) members, including the President. The actual number at a given time shall be decided by the Board of Directors. This shall not occur more than once per election cycle.

The Board of Directors shall make every effort to recruit members of groups that have been discriminated against as defined above by the Heathen community to run for vacant seats on the Board.

5.1.2. Election

Members of the Board of Directors shall be elected by the Full Members of the Corporation. One third (1/3) of the members of the Board of Directors shall be elected each year to serve terms of three years, beginning at the Annual Meeting during of the year in which they are elected.

Members of the Board of Directors shall be elected by ranked-choice voting according to procedures approved by the Board of Directors, published to the membership, and administered by the Elections Officer. Any Full Member may nominate one or more persons (to include themselves) as candidates for the Board of Directors. All candidates must be Full Members of the Corporation at the time of their nomination.

If a Board seat becomes vacant and more than six months remain in that Board member’s term of service, a successor shall be elected to fill the remainder of the departing member’s term. If less than six months remain in the term of service of the departing Board member, the Board may appoint a previous Board member or candidate to complete the term, or the Board may elect to function with fewer members until the next regular election.

If the number of Board members is not evenly divisible by three, one less than one third of the members may be elected during some years. If the Board of Directors decides to grow or shrink its size, no less than one position may be filled by election in a given year. The goal of these rules is to ensure that the Board of Directors is continually populated by a majority of experienced members and also to ensure that new voices are added to the Board annually.

When needed, the Board may suspend the limitations on the maximum and minimum number of Board positions filled in an election, provided the following are both true:

• No Board member may serve a term of longer than three years without being reelected;
• The motion to invoke this clause is approved by both the President and a minimum of 2/3 (two-thirds) of the sitting Board Members.

The election of Board members shall be conducted electronically. The Corporation shall not be required to provide notice of or hold an annual meeting of the members for purposes of conducting an election. No member may ever cast more than one ballot in a given election.

5.1.3. Meetings

The members of the Board of Directors shall meet at least quarterly via face-to-face meetings or any other medium appropriate to conduct Corporate business. At the end of each quarter, the Scribe shall prepare and submit to the Board a summary of decisions and policies approved by the Board of Directors. This report shall be considered the official minutes of the administration. Such minutes shall be published in the operating journal and made available to all members.

For the purpose of determining the number of Board members present at Board meetings, the total number counted as present shall include all sitting members of the Board of Directors who are in attendance at the time the Meeting starts.

A quorum of Board of Directors members is half the size of the current Total Number of the Board of Directors, rounded up to the nearest whole number.

For a meeting to be valid for the purpose of passing motions or taking any actions, a quorum must be present.

For any motion to be passed by the Board of Directors, it must receive votes in favor from a quorum, regardless of the number present at the meeting. The Board may set higher thresholds for passage of specific measures, but no measure shall be enacted which does not have the support of an absolute majority of the total number of the Board. In the event that there is a tie on a motion, the motion fails by default.

The Board of Directors shall conduct business meetings open to all Members in good standing of The Troth. Immediately after the Call to Order, Members may be recognized from the floor by the acting Chair to propose any discussion or modifications to the Agenda for a time period designated by the acting Chair. The Board may extend this comment period by majority vote after the initial time designated has expired. To protect the privacy of those concerned, the Board may also, at its discretion, hold closed meetings (“Executive Session”) to discuss confidential issues.

The Annual Meeting of the Corporation shall be held during the month of June and is conducted according the procedures for business meetings described in the preceding paragraph. Attending this gathering shall be a requirement of all Board of Directors members, except for extenuating circumstances.

The full Board of Directors shall be defined as all Board members currently serving. Votes may be cast in person, via approved electronic means, or via proxy. All proxies must be in writing; they must be authorized and dated by the Board members executing them, and their period of validity may not exceed three months. Any proxy may be revoked by providing written notice to the President and the person to whom the proxy was given. Proxies may only be given to current members of the Board of Directors.

As a member of the Board of Directors, the President may introduce motions, second motions, vote on motions, and hold proxies.

Any meeting shall end when either a quorum votes to adjourn or the business quarter ends. The Board may choose to postpone or to table any items or to refer them to committees or individuals during the meeting. Any items that remain unresolved at the end of the meeting will automatically be added to the agenda of the next meeting as Old Business.

5.1.4. Abandonment of Board of Directors Seat

At any scheduled meeting of the Board, the Board may, by a majority vote, declare an individual Board member to be in danger of being found to have abandoned their seat.

if the Board member in question has been absent for two consecutive meetings and also did not designate a proxy for either of the missed meetings. Notice of this motion must be given to that member via email or other appropriate medium. Notice must also be posted on the Troth members email list. If these conditions are met, and the named member does not attend and take part in the next regular Board meeting, then the Board may, at that meeting, remove the named member from office.

If the member responds to contact efforts by participating in the meeting or providing compelling justification for their absence, then the motion placing the member in danger of being found to have abandoned the office is nullified.

5.3. Departments:

5.3.1. Administrative Core Operations

The Administrative Core Operations reports directly to the President and Associate President.

5.3.1.1. Executive Officer:

Executive Director

The Executive Officer of the Administrative Department is the Corporation’s Secretary.

The Secretary retains important correspondence and holds the Corporate book and seal. They shall be responsible for overseeing all aspects of the Corporation’s Administrative Department, including the organization, storage, and maintenance of all Corporate records in hard copy and electronic formats. They are one of the organization’s primary domain administrators, the others being the President and/or Associate President.

In addition to the President and Treasurer of Accounts, the Secretary is also a primary signatory to the Corporation bank account with all the responsibilities appertaining thereunto.

They supervise the Officers and volunteer staff of the Administrative Department, including but not limited to: the Scribe, Treasurer, Elections Officer, Clerk Team, and Volunteer Coordinator. They are therefore required to understand and be able to perform the duties of all these offices.

Further, the Secretary is expected to work with the Board of Directors, the President, and all other Executive Officers in order to coordinate administrative services as required. Candidates for this office must be Full Members of the Troth.

The Secretary is appointed by the Board of Directors to a three year term and may be reappointed. They may take on any of the subordinate offices of their department upon the approval of the Board of Directors.

5.3.1.2. Scribe:

The Scribe shall make and keep a complete and accurate record of all actions considered by the Board of Directors, whether in a meeting or otherwise.

This record shall include the text of the proposed action, the date of final determination, the outcome of the vote, the numbers of affirmative votes, negative votes, and abstentions, and the specific votes of each Board member.

The Scribe shall keep a copy of all records made, and shall forward the official records to the President, the Board of Directors, and the editor of the operating  journal at least quarterly.

The Scribe is the Parliamentarian at Board meetings. The Scribe is responsible for all Board-level publications.

The Scribe may not be an elected member of the Board of Directors.

 5.3.1.3. Treasurer:

The Treasurer of Accounts is the Treasurer of the Corporation.

They shall record financial transactions and shall receive, deposit, and disburse monies as instructed by the Board of Directors and by standing policy of the Corporation.

The Treasurer shall also maintain complete and accurate financial records of the bank account(s) and other financial accounts of the Corporation. The Treasurer, along with the Secretary and President, is one of the primary bank account  signatories for the Corporation.

The Treasurer shall produce quarterly reports on the Corporation’s financial status for the Board of Directors, and shall prepare an annual financial statement for each fiscal year. The fiscal year for the Corporation is defined as 1 January to 31 December. The annual financial report shall be due by 30 April of each year and shall also be presented to the membership at Trothmoot.

The Treasurer, in conjunction with the Board of Directors, shall prepare and file any financial or taxation forms or reports required by governmental agencies. They shall work together with the Board of Directors to prepare a budget for the succeeding year for deliberation at the Fiscal Fourth Quarter’s first Board of Directors meeting.

The Treasurer may appoint or hire assistants as needed to carry out these tasks, but must inform the Board of Directors of any such appointments or hirings. All assistants shall be Full Members and meet all other onboarding requirements set forth by the Volunteer Coordinator. All appointments shall be made in conjunction with the Volunteer Coordinator.

The Treasurer may not be an elected member of the Board of Directors.

5.3.1.4. Elections Officer:

The Elections Officer shall be responsible for announcing the phases of an election cycle in a timely and appropriate manner to the membership. Also, the Elections Officer shall prepare and deliver ballots to the membership.

The Elections Officer is also responsible for tallying all votes that were cast by the published voting deadline and for reporting the results to the President no less than 30 days before the next Trothmoot or within one month of the close of the election (for a special election). The Elections Officer shall retain all election records for not less than one calendar year following the close of that election. In the event that an election result is contested by a Troth member, the records may be reviewed by another Troth member approved by both the Board and the person contesting the result. Requests for review made more than one year following the close of an election will not be entertained.

The Elections Officer may not be an elected member of the Board of Directors.

 5.3.1.5. Clerk Team

The Clerk Team maintains the membership database of the organization,  storage, and maintenance of all membership records in electronic and/or hard  copy formats.

The Clerk Team processes new and renewing memberships, responds to member inquiries regarding memberships and membership deliverables, adds and removes members to and from the general member lists when members join and at member request, and notifies the High Steward of new and renewing members according to current best practices.

The Clerk Team will work closely with the Volunteer Coordinator Team for the purpose of helping verify memberships of prospective volunteers.

5.3.6 Executive Officer: Member Advocate and Arbitrator

The Advocate and Arbitrator Officer shall assist in submitting or recommending systemic changes to the organization as prompted by the duties of their office. Should a conflict arise between and among members, the Advocate may try to mediate. If that mediation reaches an impasse, the Advocate takes on the role of Arbitrator and will make a decision based on all available information. The Advocate and Arbitrator is an appointed position. The Advocate and Arbitrator may not serve as an Officer of the Troth in any other capacity. The Advocate and Arbitrator is appointed by the Board of Directors for a three-year term.

The Board of Directors is expected to accept the Arbitrators’ decisions. The Board of Directors or an Organization Committee will be seen as a single party, unless the situation involves a specific individual conflict within the group. Members likewise will agree to abide by the ruling of the Arbitrator as a condition of their membership.

The parties involved in arbitration may use advocates/advisors. Each party may include up to two advisors (preferably a clergy person or other leader) for assistance. The advisors’ role is to assist with the process and to function as advocates/attorneys during the arbitration period. The onus for providing evidence shall be on complainants, not the Arbitrator; Arbitrators do not investigate. In order to be neutral in judgment, they shall evaluate and rule based solely on the evidence that each party provides during the process. The complainants must also enumerate what outcome they hope to achieve with the arbitration process and should take into account the powers available to the Arbitrator. If the Arbitrator concludes that systemic change within the Organization is the desired outcome, they resume the role of Member Advocate and help to facilitate the process for accomplishing the desired changes.

During the process of arbitration, the parties involved have two (2) weeks in which to present requests to the arbitrator. If this deadline is not met, rulings may be made in absentia. Extensions to the deadline may be granted on a case-by case basis by the arbitrator. If thirty (30) days have passed with no response from a party, a ruling shall be made in absentia.

Sanctions imposed by the Arbitrator will be applied on a case by case review and may include: fines up to, but not to exceed, the lowest-cost Annual Electronic Membership fee, cancellation of prorated membership, removal from office/position, requirement to make a formal public apology, requirement to cease and desist from specific behavior(s), moderation in Troth Social Media spaces, or prohibition on attending public Troth gatherings. If involving attorneys is deemed necessary, due to the quantity of Board members, or potential litigation, the issue may be referred to the organization’s lawyer. Confidentiality shall stop at the Arbitrator, involved parties and any respective advocates. The Board may request a break in confidentiality from the Arbitrator via a two-thirds (2/3) vote, and all further discussion will take place in Executive Session with the oaths of secrecy and confidentiality that Session requires.

5.3.2. Education and Publication Department

The Education and Publications Department (EAP) is responsible for the continuing education of both members and the greater Heathen community at large. This department includes Publications, Clergy Program, Lore Program, Esoteric/Hearth Program, and any new programs the Board deems appropriate.

5.3.2.1. Director of Education and Publications:

The Director of Education and Publications is the primary point of contact between the Board and the volunteers in the EAP. They are responsible for meeting regularly with the heads of each department and briefing the Board about the activities of these departments as well as any issues that arise.

The Director of Education and Publications is a resource for the conveyance of confidential information between an Officer and the Board of Directors should the Board need to be alerted to a confidential issue. The Director of Education and Publications must be a member of the Board of Directors. This position is an annual position and may be renewed by the Board of Directors.

5.3.3. Service Department

The Service Department is responsible for programs that serve the greater Heathen community. This department includes International Relations, Red Hammer, Heathens in Recovery, Stewards, Troth Ambassadors, and any new programs the Board deems appropriate.

5.3.2.1. Director of Service:

The Director of Service is the primary point of contact between the Board and the volunteers in the Service Department. They are responsible for meeting regularly with the heads of each department and briefing the Board about the activities of these departments as well as any issues that arise.

The Director of Service is a resource for the conveyance of confidential information between an Officer and the Board of Directors should the Board need to be alerted to a confidential issue. The Director of Service must be a member of the Board of Directors. This position is an annual position and may be renewed by the Board of Directors.

5.3.3. Communications Department

The Communications Department is responsible for the internal and external communication of the organization as well as brand and reputation management. This department includes Merchandising, Public Relations, Tech/Web, Social Media, and any new programs the Board deems appropriate.

5.3.2.1. Director of Communications:

The Director of Communications is the primary point of contact between the Board and the volunteers in the Communications Department. They are  responsible for meeting regularly with the heads of each department and briefing the Board about the activities of these departments as well as any issues that arise.

The Director of Communications is a resource for the conveyance of confidential information between an Officer and the Board of Directors should the Board need to be alerted to a confidential issue. The Director of Communications must be a member of the Board of Directors. This position is an annual position and may be renewed by the Board of Directors.

5.3 Committees

With the exception of the Clergy and Steward Programs, all of the Troth’s programs and initiatives will be proposed and executed by Committees. Committees may vote to make motions to the Corporation. Motions made by Committees will be added to the agenda of the Board of Directors and require no second.

5.3.1 Formation of Standing Committees

Possible Standing Committees may be proposed by any Troth member. Committees are formed by majority vote of the Board of Directors. Each Committee must have a sponsor on the Board who is responsible for 1) reporting the Committee’s activities at each Board Meeting, and 2) submitting a summary of the Committee’s activities at the end of each business quarter for inclusion in the Corporation’s records.

Each Committee shall elect a Chair who presides at Committee meetings. Committee Chairs must have been Troth Members in good standing for at least one year. The Board sponsor may serve as Chair.

Committees must have a minimum number of members (to be determined by the Board of Directors) to ensure that no one person bears the brunt of the work and that a range of perspectives is represented.

5.3.2 Membership in Standing Committees

Any Troth Member in good standing may be a member of any Standing Troth Committee. Committee members may vote on all motions made within the Committee.