- Article I Offices and Definitions
- Article II Membership
- Article III Stewardship
- Article IV Board of Deacons
- Article V Responsibilities and Duties of Officers
- Article VI Contracts, Loans, Checks and Deposits
- Article VII Council of Clerics
- Article VIII Funding
- Article IX Amendments
- Article X Effective Date
- Article XI Record of Amendments
Article I: OFFICES AND DEFINITIONS
1.1. Principal Office. The principle office of the Congregation in the State of Texas shall be located in the County of Bexar. The Congregation may have other offices within or without the State of Texas, as the Board of Deacons may designate, or as the business of the Congregation may require from time to time.
1.2. Registered Office. The registered office of the Congregation maintained in the State of Texas shall be at 9011 Trainer Hale Road, Bexar County, Texas, and may be changed from time to time by the Board of Deacons.
1.3. Definitions. For purposes of this document, and all matters relating to the function, activities and transactions involving The Sacred Well Congregation of Texas, the term “Congregation” shall be construed to be synonymous with “church;” the term “Cleric” shall be construed to be synonymous with “religious minister;” and the terms “session” and “convocation” shall be construed to be synonymous with “meeting.”
Article II: MEMBERSHIP
2.1. General. Non-binding membership is open and free to all persons, regardless of race, sex, ethnicity, prior religious affiliation, or physical or mental impairment.
2.1.1. General Membership. The General Membership is defined as the Praefect Congregation and includes all persons affiliated with The Sacred Well Congregation by membership agreement. It is not a precondition of membership to be affiliated with any Local or Provisional Congregation. Members of the Praefect Congregation not affiliated with a Local or Provisional Congregation are considered to be affiliated with the Main Congregation regardless of domicile or geographic location.(Amended: Board of Deacons in Special Session on 1 May 1997.)
2.2. Procedures of Affiliation. Any person desiring to affiliate within the General Membership of the Sacred Well Congregation of Texas may do so by written declaration accepting the Five Tenets and expressing the desire to become a member, and shall be placed upon the General Membership rolls.
2.3. Procedures of Termination. Any member may terminate affiliation with the Sacred Well Congregation of Texas by written declaration requesting to terminate membership, and shall be dropped, without prejudice, from the General Membership rolls.
Article III: STEWARDSHIP
3.1. Secular. Responsibility and authority to administer all matters required by law shall be vested in the Board of Deacons of the Sacred Well Congregation of Texas.
3.2. Religious and Spiritual. Responsibility and authority to administer all matters religious and spiritual, such as celebrations of worship, religious education, spiritual counseling, officiating customary rites of birth, puberty, marriage, and death, shall be vested in the Council of Clerics of the Sacred Well Congregation of Texas.
Article IV: BOARD OF DEACONS
4.1. General. All Deacons, as a prerequisite to that office, shall be affiliated with the General Membership. The initial Board of Deacons shall be constituted of the Signatories of the Articles of Incorporation of the Sacred Well Congregation of Texas, and shall constitute the Executive Committee. Two additional Deacons will be appointed from the General Membership as Congregational Steward Deacons (CSD) by the Executive Committee and Ordained by the Council of Clerics. More Deacons may be appointed as deemed necessary by the Executive Committee.
4.2. Annual Session. The annual meeting of the Board of Deacons shall be held on the 21st day of the month of June in each year beginning in the year 1996, at an hour fixed by the Board., or such other time on such other day within such month as shall be fixed by the Board of Deacons, for the purpose of electing officers and for the transaction of such other business as may come before the meeting. The Annual Session may be held in conjunction with the Annual Convocation of the Council of Clerics, or in conjunction with a public celebration of worship.
4.3. Special Session. Special sessions of the Board of Deacons, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Director, or by the Board of Deacons, and shall be called by the Director at the request of any two deacons entitled to vote at any session of the Board for the dispatch of exigent business.
4.4. Place of Session. The Board of Deacons may designate any place, either within or without the State of Texas as the place of meeting for any annual session or for any special session called by the Board of Deacons. A waiver of notice signed by all Deacons entitled to vote at a meeting may designate any place, whether within or without the State of Texas as the place for holding such meeting. If no designation be made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of The Sacred Well Congregation in the State of Texas.
4.5. Notice of Session. Written notice stating the place, day, and hour of the session, and in the case of a special session, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten nor more than fifty days before the date of the session, either personally or by mail, by or at the direction of the Director, or the Secretary.
4.6. Quorum & Voting. Two-thirds of the Deacons entitled to vote, represented in person or by proxy shall represent a quorum at session of Deacons. No business shall be conducted with less than a quorum. Each Deacon, including the Congregational Steward Deacons, shall be entitled to one vote.
4.7. Proxies. At all sessions of the Board of Deacons, Deacons may vote in person, or by proxy, executed in writing by the Deacon. Such proxy shall be granted only to another Deacon of the Board, filed with the Secretary at or before the session. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided by the in the proxy.
4.8. Manner of Acting. The act of the majority of the Deacons present at any session at which a quorum is present shall be the act of the Board of Deacons.
4.9. Action Without a Session. Any action required or permitted to be taken by the Board of Deacons at a session may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Deacons.
4.10. Officers. Principle Officers of the Board of Deacons, and by extension, The Sacred Well Congregation of Texas shall be the Director, Vice-Director, Secretary and Treasurer shall be elected in Annual Session by the Board of Deacons. The Director shall be elected from the Executive Committee. One Deacon may hold more than one office. The Director shall be empowered to appoint special committees, officers pro-tem, and temporary officers, as required. By action of the Board of Deacons, additional permanent officers may be added to the Board.
4.11. Terms. The term of the Executive Committee shall be fixed by the Board of Deacons in Annual Session. The terms of the Congregational Steward Deacons shall be of a period of two years per term with no term limits.
4.12. Resignation. Any Deacon may resign at any time by presenting a written intent to do so. Resignation will be accepted without prejudice by the Director, and approved by the Board at the next session, annual or special.
4.13. Vacancies. Vacancies created for any cause will be filled by appointment of the Director and approved by the Board of Deacons at the next session, annual or special.
4.14. Compensation. By resolution of the Board of Deacons, each Deacon may be paid his or her expenses, if any, of attendance of each session of the Board of Deacons.
Article V: RESPONSIBILITIES AND DUTIES OF OFFICERS
5.1. Executive Director. The Director shall be the principal executive officer of the Congregation and, subject to the control of the Board of Deacons, shall in general supervise and control all of the business and affairs of the Congregation. He shall, when present, preside at all meetings of the Congregation and of the Board of Deacons. He may sign with the secretary or any other proper officer of the Congregation thereunto authorized by the Board of Deacons, deeds, mortgages, bonds contracts, or other instruments which the Board of Deacons has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Deacons or by these bylaws to some other officer or agent of the Congregation, or shall be required by laws to be otherwise signed or executed; and in general shall perform all duties incident to the office of Director and such other duties as may be prescribed by the Board of Deacons from time to time.
5.2. The Vice-Executive Director. In the absence of the Director, or in the event of his death, inability or refusal to act, the vice-Director shall perform the duties of the Director, and when so acting, shall have all the powers of and be subject to the restrictions on the Director.
5.3. The Secretary. The secretary shall: (a) keep the minutes of the proceedings of the Board of Deacons in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be the custodian of the Congregational records and of the seal of the Congregation and see that the seal of the Congregation shall be affixed to all documents the execution of which on behalf of the Congregation under its seal is duly authorized; (d) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the Director or by the Board of Deacons.
5.4. The Treasurer. The treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Congregation; (b) receive and give receipts for moneys due and payable to the Congregation from any source whatsoever, and deposit all such moneys in the name of the Congregation in such banks, trust companies, or other depositaries as shall be selected in accordance with Article VI of these By-Laws; make such disbursements as is directed by the Board; and (d) 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 to him by the Director or by the Board of Deacons. If required by the Board of Deacons, the treasurer shall give bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Deacons shall determine.
Article VI: CONTRACTS, LOANS, CHECKS, AND DEPOSITS
6.1. Contracts. The Board of Deacons may authorize any officer or officers, agent or agents, to enter into any contract (subject to the limitations of Article V, 6.2 and 6.3) or to execute and deliver any instrument in the name of and on behalf of the Congregation, and such authority may be general or confined to specific instances.
6.2. Loans. No loans shall be contracted on behalf of the Congregation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Deacons. Such authority may be general, or confined to specific instances.
6.3. Checks, Drafts, etc. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Congregation shall be signed by such officer or officers, agent or agents of the Congregation and in such manner as shall from time to time be determined by resolution of the Board of Deacons.
6.4. Deposits. All funds of the Congregation not otherwise employed shall be deposited from time to time to the credit of the Congregation in such banks, trust companies, or other depositories as the Board of Deacons may select.
6.5. Fiscal Year. The fiscal year of the Congregation shall begin on the first day of January and end on the thirty-first day of December in each year.
Article VII: COUNCIL OF CLERICS
7.1. General. The Council of Clerics shall be mandated to perform all functions, spiritual and religious, or not otherwise required by law to be performed by the Board of Deacons, in the name of and on behalf of the Sacred Well Congregation of Texas.
7.2. a. Structure. The Council of Clerics shall be constituted of all Ordained Ministers of the Sacred Well Congregation of Texas, and shall be presided over at meetings by the Pastor of the Main Congregation. There shall be no prohibition against concurrent service as both a Deacon and Ordained Minister of this Congregation.
7.2.b. International Executive Council. The Council of Clerics shall appoint a permanent committee, known as the International Executive Council (IEC) for the purpose of recommending and authorizing Ordination of Ministers and Deacons, issuance of Charters for Local Congregations (Churches), issuance of Warrants for Provisional Congregations and formulating the Covenants of the Congregation. The International Executive Council shall act as the executive body of the Council of Clerics and shall be empowered and charged with establishing policy and procedures for all spiritual and religious endeavors of the Sacred Well Congregation. The IEC shall consist of and be limited to six Ordained Ministers, appointed in tenure, save for death, resignation or failure to act in accord with the Constitution and By-Laws. Future vacancies shall be filled by any other Ordained Minister of the Congregation by election of the standing IEC.(Amended: Board of Deacons in Organizational Session on 13 April 1996)
7.2.c. Succession of the International Executive Council. In accordance with Section 7.2.b, above, the Standing IEC shall initially be defined as the surviving members of Founding IEC appointed 21 June 1996, originally six in number. The Standing IEC shall in closed session and by unanimous vote, elect an Ordained Cleric (Minister) to sit as a full member of the IEC for a period of three years. At the end of the three year term, the elected member may be continued for successive three year terms by a four-fifths majority of the Standing IEC or another cleric may be appointed to replace a previously elected cleric by a unanimous vote of the Standing IEC. When through attrition, the number of the Standing IEC shall reduce to three members, the remaining three members shall, by two-thirds majority, designate an elected sitting member of the IEC to accede to the status of Standing IEC in tenure upon the next vacancy of the Standing IEC. This procedure shall permanently fix, in perpetuity, three as the number for the Standing IEC and shall insure that the number of the Standing IEC shall never fall below three members. Henceforth the IEC shall be constituted of Standing Members and Term Members and together shall comprise the Sitting IEC. Sitting members of the IEC, including the Standing IEC, shall number no more than six nor less than four Ordained Clerics.(Amended: Board of Deacons Annual Session, 21 June 2005)
7.3.a. Convocations. There shall be a Convocation of the Council of Clerics annually on St. John’s Day (on or about the 21st Day of June) beginning in the year 1996, and with such other frequency as may be required for the furtherance of the spiritual and religious principles set forth for the Sacred Well Congregation of Texas established by the Articles of Incorporation, the Constitution, and these By-Laws. The Convocations shall convene at a date, time, and place established by the Pastor and agreed upon by the Council, after all members of the Council have been duly notified and given the opportunity to make arrangements necessary to attend or to respond to the notification.
7.3.b. IEC Convocations. The IEC shall meet in interim, either in person, by telephone, electronic mail, or such other means of communications as are expediently available, as often as necessary to conduct the supervision of religious matters with which it is charged. Convening of the Council to transact routine business shall be when any member contacts the several members with a recommendation for the discharge of business. All interim action by the IEC shall be reflected in the proceedings of the next annual IEC Convocation. The annual IEC Convocations shall be held in conjunction with the annual Council of Clerics Convocation, and members shall be physically present whenever possible. Advisement and Summary of proceedings from each IEC annual Convocation shall be delivered to the Director and Board of Deacons of the Congregation for action, record, and archive as required.(Amended: Board of Deacons in Organizational Session on 13 April 1996)
7.4. Covenants. The Council of Clerics shall adopt Covenants establishing the Tenets, Statements of Faith, and Declaration of Intent and Practice; the form, manner, and frequency of worship; rites of passage consistent with social convention; training and ordination of Ministers; requirements and ordination of Deacons; general provisions of the Ministry; and such other Covenants that are in furtherance of the principles and purposes established by the Articles of Incorporation, the Constitution, and these By- Laws of The Sacred Well Congregation of Texas.
7.5. Ministerial Services. Ministers of the Sacred Well Congregation of Texas shall render all service and assistance as they may competently and reasonably provide to the Members of the Congregation and the community-at-large in times of need, catastrophe, personal or spiritual crisis, or any other circumstance in which the services and assistance of a Minister are required.
7.6. Compensation. The Ministers shall receive no compensation beyond normal and reasonable expenses for ministerial services performed in the name of or on behalf of the Sacred Well Congregation of Texas.
Article VIII: FUNDING AND DISBURSEMENTS
8.1. General. The Sacred Well Congregation of Texas is a Non-profit religious organization (a Church), established and operated under the provisions of the laws of the State of Texas, and such other Federal, State, and Local statutes and regulations that may be applicable, now or at any future time. No part of the net earnings of The Sacred Well Congregation of Texas shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except the Sacred Well Congregation of Texas shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III of the Articles of Incorporation and Article 3 of the Constitution of this Congregation.
8.1.a. Pursuant to Amendment 1, IRS Code Compliance Update, Constitution of the Sacred Well Congregation adopted in Special Session by the Board of Deacons on 19 March 2006, the following additional provisions apply: No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.(Amended in Special Session by the Board of Deacons on 19 March 2006)
8.1.b. Pursuant to Amendment 1, IRS Code Compliance Update, Constitution of the Sacred Well Congregation adopted in Special Session by the Board of Deacons on 19 March 2006, the following additional provisions apply: Any subordinate group established by the Sacred Well Congregation shall be organized exclusively for charitable, religious, educational, and/or scientific purposes under section 50l(c)3) of the Internal Revenue Code.(Amended in Special Session by the Board of Deacons on 19 March 2006)
8.1.c. Pursuant to Amendment 1, IRS Code Compliance Update, Constitution of the Sacred Well Congregation adopted in Special Session by the Board of Deacons on 19 March 2006, the following additional provisions apply: Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.(Amended in Special Session by the Board of Deacons on 19 March 2006)
8.2. Raising of Funds. All funds shall be raised through voluntary contributions from the General Membership, the Clergy, the general public, and such other lawful activities that are not in contravention with the intent, principles, and purposes of The Sacred Well Congregation of Texas.
8.3. Prohibition of Dues, Assessments, and Fees. There shall be no dues, fees, “tithes” or assessments of any sort placed upon the General Membership as a condition of membership in the Sacred Well Congregation of Texas.
8.4. Disbursements. All disbursements shall be made by the Board of Deacons, and may be made for any lawful purpose required in support of the Congregation or in furtherance of the intent, principles, and purposes for which this Congregation was established.
Article IX: AMENDMENTS
9.1. General. These bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Deacons regular or special session.
9.2. Requirements. Amendments require a two-thirds majority vote of the quorum present at the session.
Article X: EFFECTIVE DATE
These By-Laws of The Sacred Well Congregation of Texas are declared effective, valid, and in force from April 12, 1996, the date on which the Secretary of the State of Texas recognized this Congregation and issued its Charter of Incorporation.
Article XI: RECORD OF AMENDMENTS TO CONSTITUTION AND BY-LAWS
- Article 6.2. added by Board of Deacons in Special Session on 21 December 1996
- Article 3.2. added by Board of Deacons in Special Session on 19 March 2006
- Amendment 1, IRS Code Compliance Update, added by the Board of Deacons in Special Session on 19 March 2006
- Section 7.2.b. added by Board of Deacons in Organizational Session on 13 April 1996
- Section 7.3.b. added by Board of Deacons in Organizational Session on 13 April 1996
- Section 2.1.1. added by Board of Deacons in Special Session on 1 May 1997
- Section 7.2.c. added by Board of Deacons in Annual Session on 21 June 2005
- Section 8.1.a. added by Board of Deacons in Annual Session on 19 March 2006
- Section 8.1.b. added by Board of Deacons in Annual Session on 19 March 2006
- Section 8.1.c. added by Board of Deacons in Annual Session on 19 March 2006