Church By-Laws

The Keltic Orthodox Church, Inc.

 

By-Laws

Operating Copy

(Includes continuing resolutions)

 

Amended and Restated

April 14, 2012

 

Second Amended and Restated

November 9th, 2014

 

Keltic Orthodox Church, Inc.

5049 Mathis Branch Road

Cosby, TN 37722

 

Registered Agent Office:

Ryan Taylor, Secretary

4101 Riverview Run Court

Suwanee, GA 30024

1.                  NAME

1.1.            The organization shall be known as “The Keltic Orthodox Church, Inc., a Georgia Corporation” (hereinafter “Church” or “KOC” or “Corporation”).  The Keltic Orthodox Church, Inc. reserves the name The Keltic Orthodox Church, Inc. for its own use and no other Church may use that name unless authorized by charter from The Keltic Orthodox Church, Inc.

2.                  LOCATION

2.1.            The Church shall maintain its principal office in Cosby, Tennessee or such other location as may be determined by the Board of Directors.

3.                  HISTORY

3.1.            The Founder of the Church's United States charter established the Church in Cosby, Tennessee on June 21, 1989.  The Founder received a charter from The Church of Y Tylwyth Teg in America, a Welsh religious tradition, on August 23, 1991.  It was incorporated in the State of Georgia on February 2, 1992 as Order of the Royal Oak, Inc. and then re-incorporated as The Keltic Orthodox Church, Inc. on August 19, 2011. 

4.                  PURPOSE

4.1.            The purpose of The Keltic Orthodox Church, Inc. shall be to provide the day-to-day operations of The Keltic Orthodox Church, Inc. business organization.

5.                  CHURCH GOVERNMENT

5.1.            The Corporate Officers shall be:

5.1.1.      Chief Executive Officer:  The CEO advises the Board of Directors, motivates members and drives change within the organization. As a manager, the CEO presides over the organization's day-to-day operations.

5.1.1.1. The CEO may or may not sit on the Board of Directors.

5.1.2.      Chief Financial Officer:  The CFO shall be the principal financial Officer of the corporation and perform all other duties incident to the office of the CFO. 

5.1.2.1.Any Board decision involving spending church funds, other than routine operating expenses, must be approved by the CFO and at least one other Director or Officer.

5.1.2.2.The CFO may or may not sit on the Board of Directors in the position of Treasurer.

5.1.3.      Chief Operating Officer:  The COO oversees the property known as Avalon Isle and all buildings and systems thereon. 

5.1.3.1.Any building projects must meet the conditions of the Avalon Isle Land Trust (see below) and be approved by the CFO and at least one other Director or Officer.

5.1.3.2.The COO may or may not sit on the Board of Directors.

6.                  AUTHORITY AND DUTIES OF THE DIRECTORS/OFFICERS

6.1.            The Board of Directors of The Keltic Orthodox Church, Inc. shall have authority and shall perform such duties as determined by the Board of Directors. The Directors of the Church shall:

6.1.1.      have general and active control of its affairs and business and general supervision of its Directors, agents and employees

6.1.2.      shall have custody of the Treasurer's bond, if any

6.1.3.      a minimum of three (3) Directors shall be the signatories of all bank accounts in the Church's name and two (2) signatures must appear on all outgoing checks and binding agreements. (Overridden by continuing resolution of BOD 05-03-2015) binding agreements require the CEO and one other Officer’s signature and must bear the corporate seal.

6.1.4.      shall ensure that the Church, Board of Directors, membership, etc. is in compliance with the Articles of Incorporation, By-Laws and Federal and State Requirements to maintain 501(c)(3) status

6.1.5.      oversee day-to-day operations of the Church and its facilities

6.1.6.      Directors shall have 3 year terms alternating such that not more than two are up for election any given year. Seat 5 will be up for election at the 2014, in 2015 Seat 1 and 2 shall be elected, and in 2016 seat 3 and 4 shall be elected.

6.2.            For any official action of the Church or its auxiliaries (agreements, contracts, deeds, leases, etc.), it shall require two-thirds (2/3) of the Board of Directors to approve the action. and two (2) members of the Board of Directors to sign the document. (Overridden by continuing resolution of BOD 05-03-2015) binding agreements require the CEO and one other Officer’s signature and must bear the corporate seal.

6.3.            All Directors may hold more than one office and have more than one title. 

6.4.            The government of the Church shall be vested in a Board of Directors composed of five (5) active members or such lesser number as is equal to the number of members of The Keltic Orthodox Church, Inc. and Officer level active members.  The Directors shall be:

6.4.1.      Chairman and Vice-Chairman of the Board.  The Chairman or, in his or her absence, the Vice-Chairman shall preside over all Board and membership meetings according to Roberts Rules of Order (latest edition).  The Chairman shall set the agenda for all meetings. 

6.4.1.1.The Chairman and Vice-Chairman may or may not hold an Officer position; they are eligible to run for an Officer position.

6.4.2.      Secretary.   The Secretary shall keep the Church Records, attend and record meetings and perform such other duties incident to the office of the Secretary.  The Secretary can designate another person to be Recording Secretary for the purpose of recording the minutes of meetings.

6.4.2.1.The Secretary may or may not hold an Officer position; he or she is eligible to run for an Officer position.

6.4.3.      Treasurer.  The Treasurer shall perform all duties incident to the office of the Treasurer; and, upon request of the Board, shall make such reports to it as may be required at any time. 

6.4.3.1.The Treasurer may or may not hold on Officer position; he or she is eligible to run for an Officer position.

6.4.4.      Member at Large.  One additional active member must be elected to fill the five (5) member Board requirement.

6.4.5.      The Board of Directors shall have final approval of projects, financial expenditures and all other non-routine business of the Church.

6.4.6.      Two members of the Board of Directors are required to sign financial drafts, checks, wire transfers, etc.  The Treasurer and/or CFO shall not be signatories.

6.4.7.      Binding agreements require the CEO and one other Officer’s signature and must bear the corporate seal. (Continuing resolution of Board 05-03-2015)

6.5.            Successors to Directors.  At the annual meeting of members of the Church, the successors to the Directors shall be elected to office.  Any Directors appointed by the Board shall serve until a replacement is chosen by a special membership meeting for that purpose and shall have and exercise all rights and privileges given or granted to them by the By-Laws.

6.6.            Directors Elected By Members.  Directors elected by the membership shall serve for their respective terms and shall have and exercise all rights and privileges given or granted to them by the By-Laws.  Directors shall be elected at the annual meeting of members or at a special meeting of members called for that purpose.  If there are less than five members qualified to serve on the Board, the remaining Board members can, at their discretion, authorize a smaller Board until the next annual membership meeting and the membership votes on the issue.

6.7.            Filling Vacancies.   The office of a Director becomes vacant if a Director dies, resigns or is removed from office.  Any Director may resign at any time by oral statement made at a meeting of the Board of Directors or in writing delivered to the Secretary, which resignation shall take effect after a meeting of the Board of Directors held to accept the resignation and immediately after a communication has been sent to the resigning Director confirming said resignation or at such other time as the Directors may specify.

6.7.1.      If a Director is removed from office for any reason, the remaining Directors may appoint a qualified successor to serve until a special membership meeting is held to elect their replacement.  Spouses, significant others, domestic partners and others in a strong relationship may not serve on the Board at the same time.

6.8.            Removal of Directors

6.8.1.      By the Board of Directors.  The Board of Directors may remove any Director and thereby create a vacancy in the Board:

6.8.1.1.if within sixty days from the date of their election, they do not qualify by accepting in writing their election to such office, or by acting at a meeting of Directors;

6.8.1.2.if by order of a court they have been found to be of unsound mind;

6.8.1.3.if said individual is out of contact with the Board for more than sixty (60) days or does not attend three consecutive Board meetings, either in person or electronically;

6.8.1.4.the other Board members, by unanimous consent, vote to remove him or her from the Board.

6.8.1.5.if said individual is required to be published on the sex offenders registry;

6.8.2.      By the members:  Any or all of the Directors may be removed from office, without assigning cause, by a vote of three-fourths (3/4) the active membership, as defined below; proxy voting is not permitted in this case.  In case of such removal, a new Director may be elected at the same meeting for the unexpired term of each Director removed.  Failure to elect a Director to fill the unexpired term of any Director removed shall be deemed to create a vacancy in the Board.

6.9.            The Board of Directors is the final authority on matters of business, religion, or dispute for The Keltic Orthodox Church, Inc.

7.                  MEMBERSHIP

7.1.            Requirements for Membership. All applicants must undergo at least a six-month probationary period before being a full member and must pay their annual dues to have voting rights.

7.1.1.      Any individual who is eighteen (18) years of age or more, who agrees to abide by the By-laws, and any other rules or requirements as established by the Board of Directors, may be admitted into training for membership by acceptance of the membership application by the Board of Directors. Such individual will be entered as a Probationary Member for a period of not less than 6 months. At the end of the probationary period the voting membership will vote on the applicant to become a full member, this will require a majority vote of the voting membership. If such an individual is a minor, he or she must have emancipation papers.

7.1.2.      If a Member is charged by another Member with conduct detrimental to the Church, and communicates this charge to the Board of Directors, the Board of Directors shall consider the matter and, if it shall deem further action appropriate, shall set a time for a hearing and shall direct the Secretary to notify the member of the allegation by the most expeditious means. If the member cannot or will not appear upon reasonable notice, the Board shall make a Default ruling. Thereafter, the Board of Directors shall take action as deemed proper.

8.                  BUSINESS MEETINGS

8.1.            Meeting of the Board of Directors:   The Board of Directors shall meet on the second Saturday of the second month of each calendar quarter or such other date as may be selected.  Meeting dates may be adjusted to fit the religious calendar of The Keltic Orthodox Church, Inc.

8.2.            Special Meeting of the Board of Directors:  A special meeting of the Board of Directors may be called by any Director of the Board of Directors.   

8.3.            Annual Membership Meeting:  The regular annual membership meeting shall be held annually on the second Saturday of November or on such other day as shall be designated by the Board of Directors, at such time and place as specified in the notice of such meeting.   Directors newly elected at the annual Meeting shall take office effective January 1 of the following year. If an director-elect is not presently an active member, they have until December 31^st to be in compliance or will forfeit their seat, requiring a special meeting to elect their replacement.

8.3.1.      The regularly scheduled Board of Directors meeting may be held on the same day but at a different time.

8.3.2.      Active members may vote on business of the Church which shall consist of: the consideration of reports to be laid before such meeting, election of Directors and the transaction of such other business as may properly be brought before such meeting.

8.3.3.      Notice of Meetings:  The Secretary or designated agent shall make a notice of such meeting at least twenty-one (21) days prior to each meeting.  The notice shall state the time and place of the meeting and the purpose of the meeting.  The notice shall be given by personal delivery, email notification, posting on the internet or by mail to each member entitled to notice of the meeting who is of record as of the day preceding the day on which notice is given.  If mailed, such notice shall be addressed to the members at their respective addresses as they appear on the records of the church and notice shall be deemed to have been given on the day so mailed.  Notice of meetings may be waived in writing by a two-thirds (2/3) majority quorum present for a meeting. 

8.4.            Special Membership Meetings:  Special meetings of the members of the Church may be held on any day when called by any two Directors or  two-thirds (2/3) majority of the active membership, in writing, delivered either in person, by registered mail, facsimile, or e-mail to the Secretary.  The Secretary or designated agent shall cause notice to be given to the members of a meeting to be held on a date not less than twenty (20) or more than thirty (30) days, after the receipt of such request.  Such notice must state the purpose of the meeting and no other business may be acted upon.  Each special meeting shall be called to convene between 9:30 a.m. and 3:30 p.m. and shall be held at the location specified in the request.  The special meeting will be presided over by the Board of Directors.

8.5.            Quorum; Adjournment.   Except as may be otherwise provided by law or by the Articles of Incorporation, the presence in person or by proxy at the beginning of the meeting of members entitled to cast one half (1/2) of the eligible votes shall constitute a quorum.

8.5.1.      The Chairman may adjourn such meeting from time to time.  If any meeting is adjourned, notice of such adjournment need not be given if the time and place to which such meeting is adjourned are fixed and announced at such meeting.

8.6.            Actions Taken.  All actions taken by the members must be voted on by two-thirds (2/3) majority of the active members.  Note that two-thirds (2/3) majority of quorum is not sufficient to authorize an action. 

8.7.            Proxy Voting.   Proxy voting shall be governed by the following provisions:

8.7.1.      Any Active member attending a meeting who has to leave prior to casting a vote may give his or her written proxy to any member of the Church who is in good standing for the remainder of the meeting.   

8.7.2.      Decisions of the Board of Directors shall be carried with a majority vote, whether in person or by written absentee vote.

8.7.3.      Any member entitled to vote may do so by written proxy duly executed by the member setting forth the meeting at which the proxy is valid.  To be valid, a proxy must be signed, dated and filed with the Secretary or the designated agent no later than one (1) hour prior to the opening of the meeting for which it is to be used.  Proxies may be delivered to the Board by personal delivery, U.S. mail, email or facsimile transmission to any Board member.  Proxies may be revoked only by written notice delivered to the Board, except that the presence in person by the proxy giver at a meeting for which the proxy is given shall automatically invalidate the proxy for that meeting.  A proxy holder may not appoint a substitute proxy holder unless expressly authorized to do so in the proxy. Members whose voting rights have been suspended hereunder may not act as proxy for any other member.  The Board shall retain any proxy used to vote on a Church matter, for its records.

8.8.            Order of Business.   At all meetings of the Church, Roberts Rules of Order (latest edition) shall govern when not in conflict these Bylaws or the Articles of Incorporation, unless the members present at a particular meeting vote to suspend Robert’s Rules of Order (latest edition) at that meeting.

8.9.            Director Conflicts of Interest.   For purposes of this provision, the term “interest” shall be defined by Robert’s Rules of Order (latest edition).

8.10.        Conduct of Meeting.   The Chairman of the Board shall preside over all meetings and the designated Recording Secretary shall keep a minute book recording all resolutions adopted by the Board and a record of all transactions and proceedings occurring at such meetings.  The presence of Directors entitled to cast greater than one-half (1/2) of the votes of the Board shall constitute a quorum for the transaction of business.  Directors who participate by means of telephone or electronic communication shall be deemed present for all purposes of such meeting, provided all of the people can hear each other.  Directors may not participate in meetings by proxy.

8.10.1.  Issues can be considered between meetings via electronic mail and voted on during such electronic mail; providing that any issues voted upon by electronic mail shall be printed and attached the minutes of the next Board meeting.  Such printouts must show that the full Board was involved in the electronic discussion and that a quorum voted on the issue.

8.11.        Open Meetings.   Board meetings need not be open to all members.  However, if the Board permits members to attend Board meetings, then members other than Directors may not participate in any discussion or deliberation unless expressly so authorized by the Board.   

8.11.1.  Notwithstanding the above, the Board may adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Church is or may become involved and orders of business of a similar nature.  The nature of any and all business to be considered in executive session shall first be announced in open session.  The Board may order the removal of any meeting guest who, in the Board’s opinion, either disrupts the conduct of business at the meeting or fails to leave the meeting upon request after an announcement of reconvening in executive session.

9.                  COMMITTEES

9.1.            The Board of Directors may, at any time, appoint from among the members an Executive, Finance or other committee(s), consisting of such number of members as the Board of Directors may deem advisable.  Each such committee shall act in the intervals between meetings of the Board of Directors and shall have such authority as the Board of Directors may delegate except the authority to fill vacancies on the Board of Directors or in any other committee thereof.  Each committee shall keep full and complete records of all meetings and actions which shall be open to inspection by the Directors.   

9.2.            No committee or individual may commit to a contract or any legally binding agreement without written approval from a majority of the Board of Directors.

9.3.            Unless otherwise ordered by the Board of Directors, any such committee may prescribe its own rules for calling and holding meetings and for its own method of procedure and may act at a meeting by a majority of its members, or without a meeting by a writing or writings signed by all of its members.   

9.4.            A Director or active member may serve on more than one Committee.   

9.5.            Avalon Isle Land Management Committee: There shall be a committee created to govern the Avalon Isle Land. The committee shall be comprised of the Trustees of the Avalon Isle Land Management, Inc. auxiliary. The committee shall be bound and governed as prescribed in section 14.1.1. of the by-laws, the committee shall function as if it is the auxiliary in the case that the auxiliary can not be formed as a separate entity.

10.              FINANCIAL ASSESSMENTS

10.1.        Financial Assessments/Dues.  The Church shall have the power to assess its membership for support of the Church by annual membership fees (dues) and/or donations of any kind, approved by a majority vote of the Board of Directors.

10.1.1.  Members’ dues convey upon them only their right to vote for members of the Board of Directors or run for a position on the Board of Directors.

10.1.2.  Dues must be paid prior to the end of the calendar year (December 31) to count toward being an Active Member during the next calendar year.  Exceptions to this may be made by the Board of Directors on a case-by-case basis. 

10.1.3.  No dues will be refunded if a member resigns or is removed from KOC prior to the end of the year.

10.1.3.1.                    Dues are defined as a required financial payment to The Keltic Orthodox Church, Inc.

10.1.3.1.1.              Dues for active membership is $120.00 per year, portions of which may be paid payable monthly, quarterly or annually.  This amount may be adjusted by majority vote of the Board of Directors.  A member may choose to pay $60 and commit to work 10 hours on the Church property.  Hours worked shall be recorded to ensure property accounting of the money/labor aspect of the dues.

10.1.3.1.1.1.        Money paid in excess of the $120.00 amount for 2014 dues may be either refunded or carried forward at the direction of the member having made the excessive payment. This only applies to 2014. in all future years, anything over the base amount is to be considered a donation to the Church.

10.1.3.2.                      Exceptions to this may be made by the Board of Directors on a case-by-case basis. 

(05-03-2015 Continuing resolution of Board of Directors) granted members of the Avalon Isle Land Committee the option to exercise voting rights on Church Business regardless of membership dues or status.

10.1.3.3.                    Dues amounts may be changed by the Board of Directors without amending the by-laws, by a continuing resolution. Changes will go into effect January 1 of the next fiscal year and must be communicated to the membership.

10.2.        Donations made to the Church will immediately become the property of the Church.  The Church may accept, absolutely or in trust, any gift, grant or devise of any real or personal property and carry on all other such activities not limited by Section 501(c)(3) of the Internal Revenue Code of the United States of America or the corresponding provisions of any subsequent law.  Donations may be used for such purposes as determined by the Board of Directors.   

10.3.        Reimbursements for expenses incurred by any member must be previously approved by the Board of Directors and shall be paid to the member, provided the Treasurer is presented with appropriate receipts.

11.              AMENDMENTS TO BY-LAWS

11.1.        Amendments.  These By-Laws may be amended or added to or new By-Laws may be adopted by the Board of Directors by a meeting held for such purpose, by a two-thirds (2/3) majority vote of the membership.

12.              RELIGIOUS AUTHORITY

12.1.        The religious authority of The Keltic Orthodox Church, Inc. of Georgia is invested in the Board of Directors and shall not be subject to review by the membership, except through election of Directors.

13.              CHURCH RIGHTS AND RESPONSIBILITIES

13.1.        The Keltic Orthodox Church, Inc. was chartered by the State of Georgia, United states of America on August 19th, 2011 and has the sole right and responsibility to:

13.1.1.  Issue or revoke church charters for Churches of The Keltic Orthodox Church, Inc. faith through its auxiliary, The Association of Keltic Orthodox Wicca of The Keltic Orthodox Church, Inc.

13.1.2.  Issue or revoke ordination certificates for priests and priestesses (ministers) of The Keltic Orthodox Church, Inc. faith.

13.1.3.  Issue or revoke an IRS group exemption number to member churches, through its auxiliary, The Association of Keltic Orthodox Wicca of The Keltic Orthodox Church, Inc.

14.              THE KELTIC ORTHODOX CHURCH, INC.  AUXILIARIES

14.1.        Avalon Isle Land Management is an auxiliary of The Keltic Orthodox Church, Inc.  Operations are limited to holding the deed(s) to land for the benefit of the Church, ensuring that the land is perpetually protected.  It is administered by an independent Board of Trustees that has seven (7) perpetual Trustees that must act unanimously to make changes to the Charter of the auxiliary. Current Committee members: 1. Ryan Taylor (Chairman) 2. Denise Taylor 3. Gregory Lane 4. TC Ryker 5. Bruce Baker 6. Michael Harrison 7. Deborah Turner - Deceased

14.1.1.  Rules of Governance for Avalon Isle Land Management, Inc.: The following rules shall govern both the Avalon Isle Land Management, Inc. auxiliary and the Avalon Isle Land Committee:

14.1.1.1.                    The title and deed for the land located at 5049 Mathis Branch Road, Cosby TN 37722 (hereafter listed as Avalon Isle) shall be held in the name of The Keltic Orthodox Church, Inc. 

14.1.1.2.                    Avalon Isle shall never be encumbered, sold, liened against or mortgaged.  It shall be used as the Church's worship and retreat center.

14.1.1.3.                    Management of the land and usage rights shall be granted to The Keltic Orthodox Church, Inc.  Use of the land shall be governed by the Board of Directors. Building usage shall be defined as follows:

14.1.1.3.1.              Avalon Keep (the Parsonage): Use of the common areas of the Parsonage shall be granted to the Active membership of the Church at the discretion of the Board of Directors.

14.1.1.3.2.              Turner Hall: contains an office that shall be used for the Church management office; several bedrooms for rental purposes and one bedroom which has been granted to Ryan J. Taylor during his tenure at the Church regardless of position, at his discretion.

14.1.1.3.3.              Small Trailer: currently houses a small trailer that can be converted into a cabin containing one or more rooms.  If the trailer becomes unsafe for habitation, it may be removed.

14.1.1.3.4.              Workshop, Great Hall and other buildings: these buildings shall be granted use by the Church as it sees fit to use them.

14.1.1.3.5.              New Construction and renovation of existing structures shall be at the direction of the Board of Directors of the Church, provided that new construction does not impact the sacred areas or aesthetics of the land of the land.  The common ritual space known as Woodhenge, the woods in its proximity and all property north of the Ward Stone (GPS N35°47.09’ W83°18.238’) shall be kept in its natural state.  No construction shall be permitted in this area except for maintenance of Woodhenge and paths, new spaces may be created by consulting the land trustees and passed with a majority vote of the Trustees as long as there is not a justifiable objection from any trustee.

14.1.1.4.                    Maintenance of all Church controlled structures shall be the Church's burden.  The Church shall incur the cost of all utilities used to operate buildings under its management.   

14.1.1.5.                    The Church shall maintain insurance policies on all buildings for the Church's benefit when financial circumstances allow.

14.1.1.6.                    The Trustees of Avalon Isle Land Management, Inc. and the Avalon Isle Land Committee shall serve permanent terms both on the Committee and as Trustees. Each Trustee chooses their successor and the successor must be ratified by unanimous consent of the remaining Trustees. There shall be seven (7) Trustees / Committee members. Any changes to section 14.1 and 14.1.1 of the By-laws and any sub-sections thereof or the Charter of The Avalon Isle Land Management, Inc. auxiliary may only be made by unanimous consent of the Trustees. Removal of a trustee requires the unanimous consent of the remaining trustees.

14.2.        The Order of the Royal Oak, Inc. is a wholly-owned auxiliary of The Keltic Orthodox Church, Inc.  Operations include, but are not limited to, maintaining the Synod seat of The Keltic Orthodox Church, Inc. and the Association of Keltic Orthodox Churches of America.  It is administered by the Board of Directors.

14.3.        Avalon Isle Foundation, Inc. is a wholly-owned auxiliary of The Keltic Orthodox Church, Inc. Operations include but are not limited to operating the Church Facilities, operating the Church's internet presence at avalonisle.org and kelticorthodoxchurch.com. It is directly managed by the Officers and the Board of Directors.

14.4.        Avalon Institute is a wholly-owned auxiliary of The Keltic Orthodox Church, Inc. The purpose of Avalon Institute includes, but is not limited to, being the education organization of The Keltic Orthodox Church, Inc. faith. It issues degrees and certificates to members for completion of specified courses of study. The school is administered by the Board of Directors.

14.5.        Such other auxiliaries as the Church may see fit to create.

15.              INDEMNIFICATION

15.1.        Indemnification.  The Church shall indemnify, to the full extent permitted or authorized by Georgia Corporation Law as amended, any person party to any threatened, pending or completed legal action, whether civil, criminal, administrative, or investigative by reason of the fact that they were or are a Director or employee of the Church, or is or was serving at the request of the Church. 

15.1.1.  In the case of a merger into this Church of a constituent Church or organization which, if its separate existence had continued, would have been required to indemnify Directors or employees in specified situations prior to the merger, any person who served as a Director or employee of the constituent Church, or served at the request of the constituent Church, shall be entitled to indemnification by this Church (as the surviving Church) for acts, omissions or other events or occurrences prior to the merger to the same extent they would have been entitled to indemnification by the constituent Church if its separate existence had continued. 

16.               MISCELLANEOUS

16.1.        Waivers of Notice.    A formal notice is required before meetings.  If a member does not want to get this notice, a Waiver of Notice allows said member to waive this requirement.

16.2.        Corporate Seal: The corporate seal of this Corporation shall be circular in form and shall contain the name in this fashion: THE KELTIC ORTHODOX CHURCH, INC. and shall be in the form impressed on the margin hereof.   

16.3.        Fiscal Year.   The fiscal year of the corporation shall be the calendar year.   

16.4.        Notices.   Unless otherwise provided in these Bylaws, all notices, demands, bills, statements or other communications under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by United States mail, first class postage prepaid.

16.5.        Severability.    Errors in any part of these Bylaws shall not affect the balance of the Bylaws.

16.6.        Captions.   The captions herein are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of these Bylaws or the intent of any provision thereof.

16.7.        Gender and Grammar.   The use of the masculine gender in these Bylaws shall be deemed to include the feminine gender and the use of the singular shall be deemed to include the plural whenever the context so requires.

16.8.        Financial Review.   A financial review of the Church accounts shall be performed annually in the manner provided by the Board.  However, after receiving the Board’s financial review at the annual meeting, the members may, by a simple majority of the membership vote, require that the accounts be audited as a common expense by an independent accountant.

16.9.        Conflicts.   The duties and powers of the membership or Church shall be set forth in the Georgia Nonprofit Corporation Code and the Articles of Incorporation, together with those reasonably implied.  However, that if there are conflicts or inconsistencies between those documents, the prevailing order shall be: the Georgia Nonprofit Corporation Code, Articles of Incorporation, Church Constitution, then the By-Laws. (Corrected by continuing resolution of Board 05-03-2015)

16.10.    Amendment Challenge:  Any action to challenge the validity of an amendment adopted under this section must be brought within one (1) year of the amendment’s effective date.  No action to challenge any such amendment may be brought after such time.

16.11.    Books and Records.  To the extent provided in O.C.G.A. §14-3-1602, all members shall be entitled to inspect Church records at a reasonable time and location specified by the Church, upon written or electronic request to the Board of Directors at least seven (7) days before the date on which the Active member wishes to inspect and copy.  The Church may impose a reasonable charge, covering the cost of labor and material, for copies of any documents provided to the member. 

16.11.1.                      Notwithstanding anything to the contrary, members shall not be entitled to inspect privileged documents or the financial records or accounts of other members. 

16.11.1.1.                Notwithstanding anything to the contrary, the Board may limit or preclude member inspection of confidential or privileged documents, including attorney/client privileged communication and executive session meeting minutes. 

16.11.2.                      Minutes for any Board meeting do not become an official Church record until approved by the Board of Directors at the next regularly scheduled meeting.

17.              Registered Agent Office: The registered agent office of The Keltic Orthodox Church, Inc. shall be located at 4101 Riverview Run Court, Suwanee, GA 30024. or other such place as determined by the Board of Directors.

IN WITNESS WHEREOF, the undersigned Directors approve these Amended and Restated By-Laws, this 14th day of April, 2012.

IN WITNESS WHEREOF, the undersigned Directors approve these Second Amended and Restated By-Laws, this 9^th day of November, 2014.