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Non-Profit By Laws of Sacred Key Fellowship

PREAMBLE

The following Bylaws are established under the Non-Profit Corporation Act of the United States and the Certificate of Formation of Sacred Key Fellowship, Inc. In the event of a direct conflict between these Bylaws and mandatory provisions of the Non-Profit Corporation Act, the Act shall prevail. In a conflict between these Bylaws and the Certificate of Formation, these Bylaws shall control.

ARTICLE 1: NAME

The legal name of the organization is Sacred Key Fellowship, Inc. ("the Corporation").

ARTICLE 2: PURPOSE

The Corporation is organized exclusively for religious and charitable purposes under Section 501(c)(3) of the Internal Revenue Code. The primary purpose is to provide a spiritual community that supports personal transformation, healing, and direct communion with Spirit through sacred practices and ceremonies rooted in nature-based wisdom traditions.

The Corporation may perform all acts necessary to further these purposes, provided they align with the laws of the State of Louisiana and the IRS guidelines for 501(c)(3) entities. No part of its net earnings shall benefit private individuals, and the Corporation shall not engage in political activities or substantial lobbying.

ARTICLE 3: OFFICES

The principal office is located in Louisiana. Other offices may be established as needed by the Board.

ARTICLE 4: BOARD OF DIRECTORS

The Corporation is governed by a Board of Directors ("Board") responsible for oversight, policy setting, and ensuring the mission is upheld.

  • Composition: 3 to 10 directors. May include ex-officio members with full voting rights.

  • Term Limits: Board seats (A, B, C) begin with staggered 1, 2, and 3-year terms. Thereafter, all serve 3-year terms. Directors may serve up to five consecutive terms unless extended by Board vote.

  • Elections: Nominations are made by the Lead Minister(s) and approved by a majority Board vote.

  • Vacancies: Filled by the Board or the Lead Minister(s).

  • Meetings: Held regularly; special meetings can be called by the Chair or any Board member. Two members constitute a quorum. Remote participation is allowed.

  • Voting: Each member has one vote. In case of a tie, the Chair (Lead Minister) casts the deciding vote.

  • Attendance: Absence from two consecutive regular meetings may result in removal.

ARTICLE 5: OFFICERS

  • Lead Minister(s): Serve life terms unless resigned or removed. Preside over Board meetings and may execute official documents.

  • Other Officers: Elected by the Board. Serve annual terms unless removed. May resign by written notice.

ARTICLE 6: STANDARD OF CARE

Directors shall act in good faith, with care, and in the Corporation’s best interest. They may rely on professional advice and the work of committees. Indemnification is provided for lawful actions taken in good faith.

  • Conflicts of Interest: Must be disclosed. The Board will determine if a conflict exists and take appropriate action. Interested persons must recuse themselves from votes involving the conflict.

  • Loans and Self-Dealing: Prohibited except in specific cases approved by the Board with proper documentation.

ARTICLE 7: EXECUTION OF INSTRUMENTS

The Board may authorize officers or agents to sign contracts, checks, and legal documents. The Lead Minister(s) may execute documents unless otherwise specified by the Board.

ARTICLE 8: RECORDS AND REPORTS

The Corporation shall maintain:

  • Articles of Incorporation and Bylaws

  • Meeting minutes and financial records

  • Annual financial statements and reports to directors

ARTICLE 9: FISCAL YEAR

The Corporation’s fiscal year ends on December 31.

ARTICLE 10: AMENDMENTS

Bylaws may be amended by majority vote at a duly called Board meeting with advance written notice.

ARTICLE 11: SEAL

The Board may adopt and use a corporate seal. Its absence does not affect document validity.

ARTICLE 12: CONSTRUCTION

These Bylaws shall be interpreted in accordance with the Non-Profit Corporation Act. If any part is deemed invalid, the remainder shall remain enforceable.

CERTIFICATE OF SECRETARY

I, John P. Newman, certify that I am the current elected and acting Secretary of Sacred Key Fellowship, Inc. These Bylaws were adopted by the Board on December 23, 2024, and have not been amended since.

Executed in the Parish of St. Tammany, State of Louisiana.

John P. Newman, Secretary Sacred Key Fellowship, Inc.

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