Articles of Incorporation of the Church To Be Known As SpiralGround
Ratified and Adopted September 23, 2006
PREAMBLE
We, the undersigned, being desirous of fellowship with others who embrace our distinct spiritual beliefs and practices, undertake to associate ourselves as a Church, a body of believers who seek common worship, celebration, and ritual with one another; a community of support, encouragement, and growth together; and cooperative opportunities for our collective charitable, educational, and spiritual service to our community and beyond. To these ends, and in order that our Church may function in an orderly manner within the laws of the United States of America and of the Commonwealth of Virginia as a Church, we have hereby ratified and adopted these Articles of Incorporation and By-Laws with the intent of operating as a non-profit corporation under section 501(c)(3) of the Internal Revenue Service Code.
ARTICLE I: NAME
The name of this corporation, hereafter called the “Church,” shall be SpiralGround.
ARTICLE II: PRINCIPAL OFFICE AND AGENT
The initial registered office is located in the county of Cumberland, at XXXXX, and the name of its initial registered agent at such address is Leigh-Anne Sunshine (Sunny) Simmons Steincamp. The registered agent is a resident of Virginia and an Officer of the Church Council.
ARTICLE III: PURPOSE
The Church is organized and shall be operated exclusively for charitable, religious, and educational purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, as described in the Church By-Laws.
No part of the income or principal of the Church shall inure to the benefit of any officer or director of this corporation or any other private individual, except that the Church shall be authorized and empowered to pay reasonable compensation for services actually rendered to it, and to make reasonable payments and distributions in furtherance of the aforementioned purposes of the Church.
In accordance with existent Federal tax law, the Church shall not participate or intervene in any political campaign on behalf of any candidate for public office, nor shall any substantial part of the activities of the Church be the carrying on of propaganda, or otherwise attempting to influence legislation.
ARTICLE IV: MISSION AND VISION
Section 401: Our Church Vision
We visualize a community of like-minded seekers, united by a sense of responsibility, stewardship, and accountability to the Source of All, whose commitment is to manifest love, peace, acceptance, joy, growth, transformation, and enlightenment in ourselves, our families, our church, our community, and the world.
Section 402: Our Church Mission
As a body of spiritual individuals united in this common vision, we desire to bring that vision into reality through our presence, programs, and purposes as follows:
- We seek to offer sanctuary by providing safe spaces of mutual support and love for communal worship, prayer, meditation, ritual, celebration, exploration, and fellowship. We believe that sharing these experiences with others strengthens and promotes a healthy, growing spirit in each one of us individually and the church as a whole.
- We seek to encourage and support each of our members in his or her personal spiritual journey. We believe that we are each responsible for our own actions -- thoughts, words, and deeds -- and that while there are many paths to the Divine, each is equally valid, provided that it is walked in love with peace and tolerance, and that our Will, directed with pure intent and inspired by love, can lead us to enlightenment, fulfillment, and peace. To this end, we will endeavor to lend our energies, both individually and as a church body, to activities, programs, and personal involvement that will facilitate each member’s own unique spiritual odyssey.
- We seek to attune with nature, believing that we are all a part of and therefore responsible for the stewardship of our Earth and beyond. We observe the cycles of the Earth, Moon, Sun, Stars, and Elements and celebrate our connection with the energy of Creation, the Divinity that holds our universe together. We believe that programs and activities that promote care for our environment and awareness of our interdependence with it are our joyful duties.
- We seek to build community by strengthening the bonds between individuals, families, and others within our church, which will in turn strengthen the bonds among other spiritual communities such as ours. Recognizing our interdependence, especially given our society’s structural integrity (such as changes in the concept of "family,") we believe the stability of a church home can be crucial in the mental, emotional, spiritual, and even physical well-being of each individual member; thus, we will always prioritize our church’s programs and activities of fellowship, pastoral care, spiritual co-counseling, and cooperation with other communities of spirit.
- We seek to promote freedom and bring about acceptance, tolerance, and love among all peoples of faith, no matter what their specific creed or doctrine. We believe that we are all of the same Source, imbued with the same Divine value, regardless of race, gender, sexual orientation, national heritage, religious background, or other such limiting distinctions. We seek to break down barriers to community and cooperation through programs that educate and raise awareness, promote interfaith and inter-path cooperation, encourage the ongoing mutual support of spiritual groups with similar vision, and dispel negativity, prejudice, and discrimination of all kinds, which will open new vistas of possibility for all people, and allow us to find our true unity within our diversity.
ARTICLE V: DISSOLUTION
If the Church is dissolved or otherwise terminated, no part of the property of the Church or any of the proceeds shall inure to the benefit of any of the Officers of the Church, but all property and proceeds of the Church, subject to the discharge of valid obligations of the Church, and to the applicable provisions of the Virginia Nonstock Corporations Act, shall be distributed as directed by the Church Council among one or more organizations recognized by the IRS as having 501(c)(3) status. Any such assets not so disposed of shall be disposed of by the United States District Court for the Western District of Virginia, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for purposes described herein.
ARTICLE VI: GOVERNANCE
Section 601: The Church Council
The Church shall be governed in accordance with the Articles of Incorporation and By-Laws by a Board of Directors called the "Church Council." The initial Church Council Members and Officers shall be the individuals designated herein. The Council shall have the authority to increase the number of Council Officers and Council Members, remove Officers and Council Members and/or fill vacancies in accordance with the provisions of the By-Laws and the laws of the Commonwealth of Virginia. New Officers and Council Members may be elected and installed at any properly convened meeting of the Church Council. To become a Council Officer or Council Members, a candidate must be sponsored through a letter of recommendation by at least one existing officer, and the Officer- or Council Member-Candidate must receive a simple majority vote of all other Church Council Officers Council Members then entitled to vote. No individual shall be named or elected as an Officer Council Member of the Church Council without his/her prior consent.
Section 602: Church Business
All Church business shall be approved by a simple majority of the Church Council and governed according to the Articles of Incorporation and the Church By-Laws.
Section 603: Initial Church Council Members and Officers
The number of Members constituting the initial Church Council is eight (8), consisting of four (4) Officers: Chair, Co-Chair, Secretary, and Treasurer, whose duties are outlined in the By-Laws. The names and addresses of the initial Church Council Officers and Members, who will serve until the next Annual Church Meeting or until otherwise removed or replaced, are as follows:
Sunny Simmons Steincamp, Chair XXXX XXXX
Nancy Jo Gale, Co-Chair XXXX XXXX
XXXXXXXXXXXXXXX, Treasurer XXXX XXXX
Vicki Williams, Secretary XXXX XXXX
Kimana LeMaster XXXX XXXX
Don Doutt XXXX XXXX
Cather Steincamp XXXX XXXX
Julia Williams XXXX XXXX
ARTICLE VI: AMENDMENTS
The Church Articles of Incorporation and By-Laws may be amended at a regularly scheduled or special Church Council meeting provided that a simple majority of the Church Council Members and Officers votes in the affirmative for such amendment(s).
ARTICLE VII: MEMBERSHIP
The Church corporation shall have no members. Any action which would otherwise require approval by a majority of all members shall only require approval of the Church Council. All rights which would otherwise vest in the members shall vest in the Church Council. Nothing in this statement shall be construed to limit the right of the Church to refer to persons associated with the Church as ‘members’ even though such persons are not corporate members, and no such reference in or outside of these Bylaws shall constitute anyone being a member. The Church may confer by amendment of its Articles or of these Bylaws some or all of the rights of a member upon any person or persons who do not have the right to vote for the election of officers or on a disposition of substantially all of the assets of the Corporation or on a merger or on a dissolution or on changes to the Corporation’s Articles or Bylaws, but no such person shall be a member of the corporate entity.
Active church "members" and "members at-large" are non-voting, the Church Council being responsible for ensuring that all Church business, programs, services, and other activities fall strictly within the confines of the law concerning a 501(c)(3) corporation, the Articles of Incorporation, and the By-Laws. Voting privileges and further membership guidelines are to be subject to the provisions set out in the By-Laws.
ARTICLE VIII: INDEMINIFICATION
The Church may, to the maximum extent permitted by law, indemnify each director, officer, agent and/or employee, present or former, of the Church, or any person who may have served at its request as a director or officer of another corporation against all cost and expense incurred by or imposed upon them in connection with the defense of any action, suit, or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been such director, officer, agent or employee of the consortium, or of such other corporation except in relation to matters as to which any such director, officer, agent or employee, present or former, shall be adjudged in such action, suit or proceeding to be liable on the basis that personal benefit was improperly received by him. The foregoing right of indemnification shall not be exclusive of other rights to which any director or officer, or any other employee or agent may be entitled as a matter of law, or under any bylaw, agreement, or otherwise.
In any proceeding brought by or in the right of the Church, there shall be no damages assessed against an officer or director arising out of a single transaction, occurrence, or course of conduct except that the liability of an officer or director shall not be limited if the officer or director engaged in willful misconduct or a knowing violation of the criminal law.
ARTICLE IX: INCORPORATOR
The name and address of the incorporator, who is a resident of Virginia and an initial Officer of the Church, is Leigh-Anne Sunshine Simmons Steincamp, XXXXX.
IN WITNESS WHEREOF I have signed and acknowledged these Articles of Incorporation this 23rd day of October, 2006.
_____________________________________
Leigh-Anne Sunshine Simmons Steincamp
Incorporator