Jungian Circle Bylaws

Bylaws of The Jungian Circle

a Colorado Nonprofit Corporation

Bylaws of The Jungian Circle, incorporated as a nonprofit corporation under the laws of Colorado.

ARTICLE I - PURPOSE

The objects and purposes for which The Jungian Circle is organized are set forth in the Articles of Incorporation and are as follows:

a. To provide a safe, open spiritual community that supports the individuation process, for the benefit of its members and for the betterment of humankind.

b. To promote opportunities for education, ritual, and spiritual expression for all who seek to understand and apply the concepts of Carl Jung, his successors, and those he has inspired.

c. To work with other not-for-profit organizations which are qualified under Section 501(c)(3) of the Internal Revenue Code as amended, to further the purposes of this organization.

d. In general, to carry on any other business connected with or incidental to the foregoing objects and purposes and to have and to exercise all the powers conferred by the laws of the State of Colorado upon corporations formed under the Colorado Nonprofit Corporation Act.

e. The corporation shall have and may exercise all powers necessary, incidental, or convenient for any of the charitable and educational purposes for which it is organized.

f. To the extent that any of the foregoing objects and purposes fail to qualify as proper purposes for an exempt organization under section 501(c)(3) of the Internal Revenue Code, then the Circle Council is hereby authorized to take such action as is necessary to amend, or remove those objects and purposes from the Articles of Incorporation.

ARTICLE II - OFFICES

The principal office of The Jungian Circle shall be in the state of Colorado and shall be located in the greater Boulder-Denver metropolitan area at such place as shall be designated by the Circle Council. The Jungian Circle may have such other offices, either within or without the state of incorporation, as Circle Council may designate or as the purposes of the Jungian Circle may from time to time require.

ARTICLE III - MEMBERSHIP

1. DEFINITION OF MEMBERSHIP

1.1 A member is any person who agrees with the purpose of the Circle and signs the Jungian Circle Membership Book.

1.2 Members must renew their membership status annually.

2. POWERS AND PRIVILEGES

The power to vote for Circle Council Members, and other decision items shall rest with the Members. The Decision Making method described in Article V shall be used.

3. ANNUAL MEETING OF MEMBERS AND THEIR POWERS

An annual meeting of Members shall be held on proper notice on or about the second Sunday in April of each year for the purpose of electing Circle Council members and for the transaction of any other business as may properly come before the meeting.

4. PLACE OF MEETINGS

All meetings of the Members shall be held at such place as the Circle Council shall designate.

5. OTHER MEETINGS

The President, or 25% of the then Members may, by written request to the Secretary, call a meeting of the Members, to be scheduled within 30 days of the delivery of notice of such call.

6. NOTICE OF ANNUAL AND OTHER MEETINGS

Notice of the time, place and purpose of Member meetings shall be given by mailing a written notice of the same at least 10 days but not more than 50 days prior to the meeting to each then Member, addressed to his/her post office address as it appears on the records of the Circle. The notice shall be deemed to be delivered when deposited in the United States Mail, with proper postage paid.

7. QUORUM

The Members present at any properly called meeting shall constitute a quorum at any such meeting of Members where at least seven members are in attendance.

8. PROXIES PROHIBITED

At any meeting of Members, a Member entitled to vote may not vote by proxy.

9. VOTING

Each Member shall have one vote on any measure which shall be presented to the Membership for vote. The Decision Making method described in Article V below shall be used.

ARTICLE IV - CIRCLE COUNCIL

1. GENERAL POWERS

The business and affairs of the Corporation shall be managed by its Circle Council. The Council shall in all cases act as a board and they may adopt such rules and regulations for the conduct of their meetings and the management of the organization as they may deem proper and which are consistent with the Articles of Incorporation, these Bylaws and the laws of the State of Colorado.

2. NUMBER, TENURE AND QUALIFICATIONS

Any member of Jungian Circle may be elected to the Council by the members. The number of Council Members shall be five. At the initial election of the Circle Council, the term for seat one will be one year, the term for seats two and three will be two years, and the terms for seats four and five will be three years. Thereafter, each member term shall be three years.

3. MEETINGS OF THE COUNCIL

The President alone or the Council, by resolution, may provide the time and place for the holding of all meetings. Notice of the time, place and purposes of such meetings shall be the meeting or by telephone or by other means to be received at least two days prior to the meeting by each Council member. Notice of such meetings shall also be posted in a manner accessible to the Members of the Circle, and shall be open to all who wish to attend.

4. SPECIAL MEETINGS

Special meetings of the Council may be called by or at the request of the President or any two Council members. The person or persons authorized to call special meetings of the Council may fix the place for holding any special meeting of the Council called by them. Notice of the time, place and purposes of such meetings shall be the meeting or by telephone or by other means to be received at least two days prior to the meeting by each Council member. Notice of such meetings shall also be posted in a manner accessible to the Members of the Circle, and shall be open to all who wish to attend.

5. WAIVER OF NOTICE

The attendance of a Council Member at a meeting shall constitute a waiver of notice of such meeting, except where a Council Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

6. QUORUM

At any annual or regular meeting of the Council a majority of Council Members shall constitute a quorum for the transaction of business. At any special meeting a majority of Council Members shall constitute a quorum for the transaction of business. If less than a quorum is present at any meeting, a majority of the Council Members present may adjourn the meeting from time to time without further notice. Members present via telephone conference call shall be considered present.

7. REMOVAL OF COUNCIL MEMBERS

Any or all of the Council Members may be removed for cause by a special meeting of the Members. Council members may not be removed without cause. Council Members may be removed for non-attendance at 3 consecutive regular board meetings. The Decision Making method described in Article V below shall be used.

8. RESIGNATION

A Council Members may resign at any time by giving written notice to the board, the President, or the Secretary of the Organization. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

9. VACANCIES

When a vacancy on the Council occurs because of death, resignation, removal, disqualification or otherwise, the remaining Council members shall appoint a replacement for the unexpired portion of the term.

10. COMPENSATION

No compensation shall be paid to Council Members, as such, for their services.

11. EXECUTIVE AND OTHER COMMITTEES

11.1 The Council may designate committees from among its members, each consisting of at least one Council Member and/or officers. Each committee shall be required to keep regular minutes of its transactions and shall report the same to the Council for ratification, or other appropriate action at each next meeting of the Council.

11.2 When questions arise related to the spiritual, educational, or philosophical purposes of Jungian Circle, the Circle Council shall designate a committee to consider and develop recommendations. The Circle Council may decide upon such matters themselves or may refer such matters to the full membership if they so choose.

ARTICLE V -- METHOD OF DECISION MAKING

The following method shall be used in making decisions:

(a) The Secretary must deliver all submitted decision items two weeks prior to a meeting where a decision is to be made. Delivery must be to all those who are being asked to vote and may be done in person, by mail, or by electronic means.

(b) After reading and discussion of the proposed decision item at the meeting, the person submitting the item shall call for a consensus check

(d) If one or more members present dissent then up to one additional hour of discussion

will be allowed in an effort to find a position to which the group can reach consensus.

(e) If consensus is still not reached within the hour, the item will automatically be tabled until the next meeting, which shall take place within 30 days.

(f) At the subsequent meeting, a second consensus check will take place concerning the decision item as amended.

(g) If one or more members still dissent, a super majority vote will take place. If 80% or more of the members present support the decision item, it shall be considered passed.

ARTICLE VI - OFFICERS

1. NUMBER AND QUALIFICATION.

The officers of the Organization shall be a President, one or more Vice-Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Council Members. Such other officers as may be deemed necessary may be elected or appointed by the Circle Council.

2. QUALIFICATION, ELECTION AND TERM OF OFFICE.

Any Circle Member may be elected an officer. The officers of the Organization are to be elected by the Circle Council and shall be elected annually at the first meeting of the Circle Council held after each annual meeting of the members. Upon proper notice, such election meeting may be held at the same place, but after the annual meeting of the members. An officer's term shall be one year, or until his/her death, or until he/she shall resign or shall have been removed in the manner hereinafter provided. A person may be elected to multiple terms.

3. VACANCIES

When a vacancy in an office occurs because of death, resignation, removal, disqualification or otherwise, the remaining Council members shall appoint a replacement for the unexpired portion of the term.

4. PRESIDENT

The President shall be the principal executive officer of the Organization and, subject to the control of the Circle Council, shall in general supervise and control all of the business and affairs of the Organization. The President shall, when present, preside at all meetings of the members, and of the Circle Council. The President may sign, with the Secretary or any other proper officer of the organization thereunto authorized by the Circle Council, contracts or other instruments which the Circle Council have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Circle Council or by these Bylaws to some other officer or agent of the organization, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties incident to the office of President and such other duties as may be prescribed by the Circle Council from time to time.

5. VICE-PRESIDENT

In the absence of the President or in event of his death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Circle Council. If more than one Vice-President is elected, then their order of succession to the presidency shall be designated at the time of their election.

6. SECRETARY

The Secretary shall keep the minutes of the member's and of the Circle Council's meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these bylaws, or as required, be custodian of the organization's records and of the seal of the organization, if any, and keep a register of the mailing address of each member and each officer and Circle Council member which shall be furnished to the secretary by such persons, and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the President or by the Circle Council.

7. TREASURER

If required by the Circle Council, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Circle Council shall determine. Costs for such a bond shall be borne by the Circle. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the organization; receive and give receipts for monies due and payable to the organization from any source whatsoever, and deposit all such monies in the name of the organization in such banks, trust companies or other depositories as shall be selected in accordance with these bylaws and in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the President or by the Circle Council.

8. STAFF

The Circle Council may select and appoint an Executive Director or such other staff as it deems appropriate which shall have such duties as shall be determined by the Circle Council. The Executive Director and other staff shall receive such remuneration and reimbursement of expenses as the Circle Council shall determine.

ARTICLE VII - CONTRACTS, LOANS, CHECKS AND DEPOSITS

1. CONTRACTS

The Circle Council may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to specific instances.

2. LOANS

No loans shall be contracted on behalf of the organization and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Circle Council. Such authority may be general or confined to specific instances.

3. CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the organization, shall be signed by such officer or officers, agent or agents of the organization and in such manner as shall from time to time be determined by resolution of the Circle Council.

4. DEPOSITS

All funds of the organization not otherwise employed shall be deposited from time to time to the credit of the organization in such banks, trust companies or other depositories as the Circle Council may select.

5. AUDIT COMMITTEE

On at least an annual basis, the Council shall convene an Audit Committee to review the financial status of the organization, subject to the provisions of Article V, Item 11 of these Bylaws.

ARTICLE VIII - FISCAL YEAR

The fiscal year of the organization shall begin on the first day of April in each year.

ARTICLE IX - NOMINATIONS AND ELECTIONS

1. Members of the Circle Council and officers of the organization shall be elected by the appropriate electorate annually from among persons nominated in accordance with this Article.

2. On or before February 28 of each year, any member may submit to the Secretary their written intention to be a candidate for a vacancy on the Circle Council. This statement of intent should be accompanied by a statement of qualifications in a form and format determined by the Circle Council. Any voting member of the Circle may inspect this statement of qualifications through a request addressed to the Secretary.

ARTICLE X - FUNDS

No funds received by donation, bequest or other similar means shall be diverted from the use to which they may be assigned by the donor, attest or or other benefactor, unless such use is contrary to or in conflict with the purposes of the Organization.

ARTICLE XI - EXEMPT ACTIVITY

Notwithstanding any other provision of these Bylaws, no member, Circle Council member, officer or representative of the organization shall take any action or carry on any activity by or on behalf of the organization not permitted to be taken or carried on by an organization contributions to which are deductible under the applicable provisions of the Internal Revenue Code and regulations as they now exist or as they may hereinafter be amended.

ARTICLE XII - AMENDMENTS

The Circle Council shall have the power to make, amend and repeal the Bylaws of the Organization by using the decision making method described in Article V at any proper regular or special meeting of the members, provided that no action may be taken which would change materially the purposes for which the organization was formed or which would affect adversely the standing of the Organization as a tax exempt organization and a nonprofit corporation organized under the laws of Colorado.

ARTICLE XIII - WAIVER OF NOTICE

Whenever, under the laws of the state of Colorado, or by the provision of these Bylaws, a waiver in writing is signed by persons entitled to such notice, whether before or after the time stated herein, it shall be deemed equivalent to the giving of such notice.

ARTICLE XIV - INDEMNIFICATION

Every person who is or shall be or shall have been a Circle Council member or officer or employee of the organization and his/her personal representative shall be indemnified by the organization against all costs and expenses reasonably incurred by or imposed upon him in connection with or resulting from any action, suit or proceeding to which he may be made a party by reason of his/her being or having been a member of Circle Council or officer of the organization or an affiliate thereof, except in relation to such matters as to which he/she shall be finally adjudicated in such action, suit or proceeding to have acted improperly or in bad faith and to have been liable by reason of willful misconduct in the performance of his/her duty as such Circle Council member, officer or employee. "Cost and expenses" shall include, but without limiting the generality thereof, attorney's fees, damages and reasonable amounts paid in settlements.

ARTICLE XV - INFORMAL ACTION

Any action required or permitted to be taken at any meeting of the Circle Council or any Committee thereof may be taken without a meeting if prior to such action a written consent thereto is signed by all members of the Circle Council or of the Committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Council or the Committee.

ARTICLE XVI -- Nondiscriminatory Policy

The corporation shall make its services, facilities, and programs available to all persons regardless of age, race, color, creed, national origin, physical handicap, sex, or sexual orientation and the corporation shall not discriminate in any way against any person on the basis of age, race, color, creed, national origin, physical handicap, sex, or sexual orientation.