Bylaws

Spirit of The Vine.

Ancestral Traditions

"World's Best Ayahuasca Retreats in 2024,"-retreat.guru

 

BYLAWS OF

Ayahuasca 

Community Fellowship 

ARTICLE I — ORGANIZATION FORMATION

1.1 — Name: The name of the organization shall be; Ayahuasca Community Fellowship. 

Hereafter abbreviated in the bylaws, as ACF. It shall be a nonprofit organization incorporated under the laws of the State of California.

1.2 — Purpose

ACF Nonprofit is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

1.3 — Specific Non-Profit Purpose 

Ayahuasca Community Fellowship is a non-profit, non-partisan, non-denominational, church, or fellowship.

Our purpose is to provide a common forum for recognized multi-tribal Amazonian Master Plant traditions with the primary purposes of Ayahuasca Ceremonial service, as spiritual practice. A wellness life path to share in community fellowship.

Community fellowship, a primary purpose for creating Integration Centers. Among people with shared values to be in ecological sustainable community and spiritual fellowship.

The objective; Healing People To Heal The Planet!

A common forum specifically inspired by “Unitarian Universalism,” ACF is a syncretic fellowship organization.

From the natural birth and history of Ayahuasca Ceremony; to a communion or sacrament of entheogenic ancestral brew drank by adult members attending traditional services in a global Ayahuasca Community Fellowship

1.4 — Formation: ACF is formed pursuant to the laws of the State of California of incorporation, as stated in the Articles of Incorporation for ACF.

1.5 — Corporate Charter Compliance: The Board of Directors (the “Board”) acknowledges and agrees that they caused the Articles of Incorporation to be filed with the respective state office and all filing fees have been paid and satisfied.

1.6 — Registered Office and Registered Agent: The registered office of the corporation shall be located within the state of incorporation and may be, but need not be, identical with the principal office. The address of the registered office may be changed from time to time. The Board is obligated to maintain and update the corporate records on file with ACF's registered agent.

1.7 — Church Offices: ACF may have other offices, either within or outside of its state of incorporation, as selected by the Board.

 

ARTICLE 2 – MEMBERSHIP

2.1 — Membership shall consist of members from the Board of Directors and non-voting individual members and non-voting member corporations and is granted membership from the Board of Director requirements.

2.2  — Eligibility for non-voting membership: Application for membership shall be open to any individual, company, foundation globally that supports the purpose statement in Sections 1.2 and 1.3. Before membership is granted, potential members will need to speak with a designated ACF staff to determine if ACF is a right match for their spiritual needs. After the phone interview, a membership acceptance email and ACF informational booklet will be provided. Members do not have voting rights in organizational decisions

2.3 — Membership application process: 

2.3.1 — Interested members shall have a phone interview with ACF Spiritual Leader or another ACF appointed employee to determine if the ACF is a suitable match for the potential member and the church. 

2.3.2 — Full and Associate Members must complete a medical questionnaire.

2.3.3 — Full Membership requires ACF members to sign a release of liability.

2.3.4 — All members shall be 21 years or older. 

2.3.5 — All members shall agree to the ACF Doctrine, Statement of Belief, Tenets of Faith and Code of Ethics.

2.4 — Membership Tiers: The following membership tiers are the base membership options that members may choose from. Additional membership tiers may be added as approved by the Board.

2.4.1 — Full Membership: This membership tier allows for full participation in all church events and sacrament ceremonies.

2.4.2 — Associate Members: These members are welcomed to participate in all facets of the church except for sacrament ceremonies.

2.4.3 — Sponsorship Membership: This membership tier is purely for financial sponsors; individual or corporate of the ACF. 

2.5 — Membership dues: To allow access for all members regardless of financial standing, the ACF has $0 membership fees. Some programs offered by the ACF may be free or a suggested reasonable donation amount requested from members for participation. 

2.6 — Rights of non-voting members: Each member shall be eligible to participate in ACF activities based on the level of membership they seek to participate. If a potential member seeks Full Membership, the potential member shall first complete a thorough medical questionnaire and phone interview with the Spiritual Leader/Executive Director or another appointed ACF employee to determine their participation for Full Membership. ACF welcomes and values the opinions of each member and takes this into consideration during Board of Director votes. ACF members do not have voting rights.

2.7 — Resignation and termination: Any member may resign by filing a written resignation with the Secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. 

ARTICLE 3 — MEMBER MEETINGS

3.1 — Regular meetings: Regular meetings of members will be offered once a week for ayahuasca ceremony sacrament and once a week on a different day of the week for members' ongoing integration circles.  The Board has the discretion to increase or decrease the amount of sacrament and integration meetings as necessary per church location.

3.2 — Annual meetings: An annual meeting of the members shall take place in the month of June during summer solstice week. The specific date, time and location of which will be designated by the Spiritual Leader/Executive Director. 

3.3 — Special meetings: Special meetings may be called by the ACF Spiritual Leader/Executive Director.

3.4 — Notice of meetings: Notice of each meeting shall be given to each member, by electronic mail and/or phone text message, not less than two weeks prior to the meeting.

3.5 — Quorum: The members present at any properly announced meeting shall constitute a quorum. 

ARTICLE 4 — BOARD OF DIRECTORS 

4.1 — Board Role, Size, and Compensation: The Board is responsible for overall policy and direction of the nonprofit, and delegates responsibility of day-to-day operations to the staff and committees. The Board shall have up to 12, but not fewer than 3 members. The Board receives no compensation other than reasonable expenses as agreed prior to the meeting and voted on by the Board. Board members are permitted to simultaneously obtain an officer or staff position as well within the ACF. Directors must comply with a stated duty of care, loyalty, and obedience to the organization's mission.

Upon incorporation, the Board of Directors shall consist of two directors carrying out the required roles of President, Secretary, and Treasurer. Within 1-3 years of incorporation as strategic priorities and operations expand, the Corporation plans to diversify the Board through election of additional qualified directors to bring new perspectives to governance and provide greater oversight and accountability through a membership of at least 3 directors, but no more than 12 directors. The Corporation pledges to take actionable steps and set measurable goals for increasing Board diversity and independence over this introductory period while maintaining fiscally responsible practices.

4.2 — Initial Meeting of the Board: The Board has conducted and completed the initial meeting necessary to begin the business operations of the ACF, including the adoption of these Bylaws. At the initial meeting of the Board, the initial Directors are appointed to their respective positions and terms. 

4.3 — Terms: The management of all the ACF’s affairs, property, and interests shall be managed by or under the direction of the Board. Directors need to be members of the ACF yet are not required to be residents of the state of incorporation to qualify and serve the ACF as a Director. 

Until these Bylaws are amended, the Board consists of three (3) Directors who are elected for the two (2) consecutive terms of five (5) years, and will hold office until their successors are duly elected and qualified at the following annual meeting of the Board. Successor Directors will be elected every ten (10) years to replace or re-elect the incumbent Director. Directors who have run their term will have the opportunity to be re-elected.

4.4 — Meetings and notice: The Board shall meet at least quarterly, at an agreed upon time and place that can be a physical meeting or virtual meeting space. An official Board meeting requires that each Board member have written notice at least one month in advance.

4.5 — Board elections: New Directors and current Directors shall be elected or re-elected by the voting representatives of Board and ACF staff at the annual meeting. Directors will be elected by a simple majority of members present at the annual meeting. If a Board member simultaneously holds a staff position, that individual may only vote once.

4.6 — Election procedures: A Board Development Committee shall be responsible for nominating a slate of prospective Board members representing the nonprofit’s diverse constituency. In addition, any member can nominate a candidate to the slate of nominees. 

4.7 — Quorum: A quorum must be attended by at least fifty percent (50%) of Board members for nonprofit motions to pass. 

4.8 — Director Liability: Each Director is required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the best interest of the ACF. If a Director acts in good faith and in a manner that is reasonably in line with the best interests of the ACF as determined by a reasonably prudent person situated in similar circumstances, then they shall be immune from liability arising from official acts on behalf of the ACF. Directors who fail to comply with this section of these Bylaws shall be personally liable to the ACF for any improper acts and as otherwise described in these Bylaws.

4.9 — Directors and Duties: The ACF shall have a President, a Secretary, and a Treasurer, who will be elected by the Board. Per these Bylaws, an elected Director will hold office for five (5) consecutive years with two (2) terms or until a successor is elected and qualified. The same person may hold any two or more offices concurrently. Their duties are as follows: 

The President - The President shall have general supervision of the Corporation’s daily affairs and perform all other duties as are incident to the office or are properly required by a resolution passed by the Board 

The Secretary - The Secretary must be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained. 

The Treasurer - The Treasurer shall make a report at each Board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

4.10 — Vacancies: When a vacancy on the Board exists mid-term, the Secretary must receive nominations for new members from present Board members two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term. 

4.11 — Resignation, termination, and absences: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be terminated from the Board due to excess absences, more than two unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining Directors. 

4.12 — Special meetings: Special meetings of the Board shall be called upon the request of the chair, or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member at least two weeks in advance. 

4.13 — Registering Dissent: A Director who is present at a meeting at which an action on a corporate matter is taken is presumed to have assented to such action, unless the Director expressly dissents to the action. A valid dissent must be entered in the meeting’s minutes, filed with the meeting’s acting Secretary before its adjournment, or forwarded by registered mail to the ACF’s Secretary within twenty-four (24) hours after the meeting’s adjournment. These options for dissent do not apply to a Director who voted in favor of the action or failed to express such dissent at the meeting

4.15 — Loans: No loans may be made by the ACF to any Director.

ARTICLE 5 — OFFICERS AND PAID STAFF ROLES

5.1 — Officer Roles: The ACF shall have a Spiritual Leader/Executive Director, a Director of Operations and Director of Finance who will be elected by the Board. The same person may hold any two or more offices concurrently.

5.2 — Removal and Resignation of Officers: Any Director or agent may be removed by the Board at any time, with or without cause. Such removal shall be without prejudice to the contract rights, if any of the person so removed. 

Appointment of a Director or agent does not, by itself, create contract rights. Any Director may resign at any time by giving written notice to the Board, the President, or the Secretary. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein, and unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective. 

5.3 — Spiritual Leader/Executive Director: The Spiritual Leader/Executive Director is hired by the Board. The Spiritual Leader/Executive Director has day-to-day responsibilities for the organization, including carrying out the ACF’s goals and policies. The Spiritual Leader/Executive Director will attend all Board meetings, report on the progress of the organization, answer questions of the Board members and carry out the duties described in the job description. The Board can designate other duties as necessary. 

5.4 — Director of Finance: The Director of Finance is hired by the Board. The Director of Finance oversees the organization's finances, prepares budgets, ensures financial compliance, and manages financial risks.

5.5 — Director of Operations: The Director of Operations is responsible for the day-to-day administrative and operational functions, working closely with the Spiritual Leader/Executive Director.

5.6 — Other Officers: The Board may appoint other officers and agents as they deem necessary or expedient. The term, powers, and duties of such officers will be determined by the Board and described in the resolution authorizing the appointment or designation. 

5.7 — Initial Organizational Projects: The Spiritual Leader/Executive Director shall have the power to create, manage and dissolve any organizational projects consistent with the mission of the organization.

5.8 — Liability: Each officer is required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the best interest of the ACF. If an officer acts in good faith and in a manner that is reasonably in line with the best interests of the ACF as determined by a reasonably prudent person situated in similar circumstances, then they shall be immune from liability arising from official acts on behalf of the ACF. Directors who fail to comply with this section of these Bylaws shall be personally liable to the ACF for any improper acts and as otherwise described in these Bylaws. 

5.9 — Loans: No loans may be made by the Corporation to any officer

5.10 — Bonds: The Board may resolve to require any officer to give bonds to the ACF, with sufficient surety or sureties, conditioned upon the faithful performance of the duties of their offices and compliance with other conditions as required by the Board.

5.11 — Salaries: Officers’ salaries will be determined from time to time by the Board. Directors are not prevented from receiving a salary by reason of the fact that he or she is also a Board member of the ACF. Director and staff salaries are based on current cost of living for the specific area the Director resides combined with the demands of the staff position. The Directors and ACF staff are reviewed every December by the Board for reasonable bonuses and ability to negotiate salary with approval of the Board. For specific details on Officer and employee salaries and compensation packages please refer to the Compensation Policy created and maintained by the Board. 

ARTICLE 6 — COMMITTEES 

6.1 — Committee formation: The Board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The Board President appoints all committee chairs. 

6.2 — Executive Committee: The three Directors serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, and is subject to the direction and control of the full Board. 

6.3 — Finance Committee: The Treasurer is the chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other Board members. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members, and the public.

ARTICLE 7 — INDEMNIFICATION

7.1 — General 

To the full extent authorized under the laws of California, the corporation shall indemnify any Director, officer, employee, or agent, or former member, Director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a Director or officer of another corporation (each of the foregoing members, Directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, Director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise. 

7.2 — Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder. 

7.3 — Insurance: The corporation may purchase and maintain insurance on behalf of any person who is or was a member, Director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article. 

ARTICLE 8 — BOOKS AND RECORDS 

The corporation shall keep complete books and records of accounts and minutes of the proceedings of the Board of Directors.

8.1 — Financial Transactions: All checks, orders for the payment of money, bills of lading, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by the Treasurer, or the Executive Director, or by another party specifically delegated authority by the Board of Directors. 

The Spiritual Leader/Executive Director is authorized to make payments by check or other means within the approved budget guidelines of the Board of Directors. In addition, the Spiritual Leader/Executive Director is authorized to make any other payments not within the budget necessary to carry out the purpose of the organization up to $12,000 without prior approval of the Board of Directors. The Executive Director is required to obtain approval from the Board of Directors or Executive Committee before entering into contracts that extend beyond one year. 

8.2 — Accounts: All funds of the organization not otherwise employed shall be deposited into the ACF bank account or trust companies or digital currency cold storage wallets. The Board of Directors, or any committee to which such authority has been delegated by the Board, may select; or as may be selected by the Spiritual Leader/Executive Director or by any other officer or officers or agent or agents of the organization, to whom such power may be delegated by the Board. 

Deposits of money collections, check and money orders may be endorsed and delivered by an appointed officer of the ACF. 

8.3 — Investments: The funds of the ACF may be retained in whole or in part in cash or be invested and/or reinvested property; real, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem in line with the mission of the ACF, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code.

8.1 — Meeting Minutes: As required by these Bylaws, the ACF must keep a complete and accurate accounting and minutes of the proceedings of the Board within the corporate books/records. 

8.2 — Retention of Records:  The ACF shall keep as permanent records all meeting minutes of the Board, all actions taken without a meeting by the Board, all actions taken by committee on behalf of the Board, and all waivers of notices of meetings. 

8.3 — Accounting Records: The ACF shall maintain appropriate accounting records

8.4 — Legibility of Records: Any books, records, and minutes may be in any form capable of being converted into written form within a reasonable time upon request.

8.5 Right to Inspect: Any Director or Director representative has the right, upon written request delivered to the ACF, to inspect and copy during usual business hours the following documents of the ACF: 

a. Articles of Incorporation; 

b. These Bylaws; 

c. Minutes of the Board proceedings; 

d. Annual statements of affairs; and 

e. The other documents held at the principal address pursuant to these Bylaws.

The ACF acknowledges and agrees that any obligation to produce corporate documents under this Article of these Bylaws shall attach to the Secretary as part of the duties described in these Bylaws. 

ARTICLE 9 — COMPLIANCE WITH LAWS

ACF is committed to comply with all applicable local and federal laws and regulations to uphold the bylaws. This also includes the subject of importation, storage, preparation and distribution of the sacrament, ayahuasca to ACF members only and to cooperate with local and federal law enforcement and regulatory agencies. 

9.1 — Compliance Policy Statement: The Corporation will establish a principal church location and any subordinate locations only within jurisdictions where use of ayahuasca and/or its key components DMT and harmala alkaloids have been decriminalized for personal development purposes and/or exempted from control or prohibition to some degree under local laws and regulations.

ARTICLE 10 — DISSOLUTION

Upon dissolution of the ACF, assets shall be distributed to one or more 501(c)(3) organizations upon dissolution. Organizations whose exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine, or corresponding section of any future federal tax code.

ARTICLE 11 — AMENDMENTS 

11.1 — Articles of Incorporation 

The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each Director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. Any amendments of the Articles shall require the affirmative vote of an absolute majority of Directors then in office. 

11.2 — Bylaws 

The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each Director within the time and the manner provided for the giving of notice of meetings of Directors.

 

ARTICLE 12 — ADOPTION OF BYLAWS

 

We, the undersigned, are all of the initial Directors or incorporators of this nonprofit corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the 15 preceding pages, as the Bylaws of this corporation. 

 

 

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