Current CRFR Board of Directors
Board Members
John Caine (Dislexia), President
caine@easystreet.net
Thomas Winston Morgan (Lantana), Treasurer
treasurer@cascadiafaeries.org
Randy Wiger (Sister Bakti Shakti), Acting Secretary
secretary@cascadiafaeries.org
Jeff Rinedahl (Wonderful), Member-at-Large
Chair, Development Committee
development@cascadiafaeries.org
Daniel Peabody (Daniel), Member-at-Large
Mikey Sexton (Serpentine), Member-at-Large
Brooke Richardson, (Buffalo Brooke) Digital Darling (Officer of the Board)
darling@cascadiafaeries.org
Bylaws
CASCADIA RADICAL FAERIE RESOURCE BYLAWS
ARTICLE I: PURPOSE AND KEY DEFINITIONS
Section 1. Purpose. This Corporation shall be organized and operated exclusively for charitable, scientific, literary, religious, and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this Corporation shall be to engage in any lawful activities, none of which are for profit, for which Corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501(c)(3) of the Internal Revenue Code of 1954 (or its corresponding future provisions). Specifically, the purpose of the Organization shall be to provide educational programs at its Northwest gatherings and any other functions it may hold from time to time.
Section 2. Definitions. For clarity within these bylaws: “Member Meeting” means a meeting of the membership convened at least once each fiscal year for elections and other member business; all members may attend and vote. “Board Meeting” means a meeting of the Board of Directors to conduct corporate governance and oversight; any member may attend, and only directors vote unless otherwise specified. “Present.” For members and directors, “present” means physically at the noticed meeting location or participating via a communication platform that provides real-time, two-way audio (and video if used) enabling full participation; a person so participating is deemed present for quorum and voting. “Working Board.” CRFR maintains a working board whose directors actively perform operational and governance tasks in addition to fiduciary duties.
ARTICLE II: MEMBERS
Section 1. Classes and Voting Method. There shall be one class of members with equal rights; each member is entitled to one vote at Member Meetings, decided by majority vote of those members present.
Section 2. Qualifications; Membership Status and Dues. A person becomes a member by (a) supporting CRFR’s purposes and (b) providing contact information to the Secretary (or designee) to be placed on the notice list for member and board meetings. Membership is for life unless revoked in accordance with these bylaws or voluntarily withdrawn by the individual. Payment of dues in the amount of $25 for each six‑month period (or as determined in by the Board of Directors) confers the status of Supporting Member. Members who do not pay dues are Community Members. Supporting Members and Community Members have equal rights, including the right to attend and vote at Member Meetings.
Section 3. Termination of Membership. Membership may be revoked by the Board for cause after (a) at least 15 days’ written notice stating the reasons, sent to the member’s last known address and/or email; and (b) an opportunity for the member to be heard, orally or in writing, not less than five days before the effective date.
For purposes of this section, “cause” means one or more of the following:
- Material violation of the bylaws, code of conduct, or other adopted organizational policies;
- Actions or conduct that substantially harm or threaten to harm the corporation’s reputation, property, or legal standing; or
- Engaging in discriminatory, harassing, threatening, or violent behavior within organization communications or settings.
The Board’s decision shall be final to the extent permitted by law.
Section 4. Annual Member Meeting.The Corporation shall hold at least one Member Meeting each fiscal year at a time and place (or remote venue) determined by the Board and noticed to all members.
Section 5. Special Meetings of Members. Special Member Meetings may be called by the Board of Directors or by at least five percent (5%) of the members by a signed, dated, written demand delivered to the Secretary describing the meeting purpose. Membership count shall be determined by current active status on the CRFR mailing list.
Section 6. Notice of Member Meetings. Notice shall be given to each member at the last email address of record or by first‑class mail at least 14 days before the meeting and through other reasonable means. The notice shall include the date, time, place (or remote access instructions), and purposes of the meeting.
Section 7. Member Quorum.A quorum for Member Meetings shall be at least ten (10) members.
If fewer than ten (10) members are present, no binding votes may be taken; however, those present may hold an informational or discussion meeting and record minutes. The presiding officer shall announce the lack of quorum and may either:
(a) adjourn the meeting to a specified date, time, and place; or
(b) continue the meeting for discussion only, with all proposed actions to be submitted for formal vote at the next meeting at which a quorum is present.
Once a quorum is established at a meeting, it is presumed to continue until the meeting is adjourned, even if some members withdraw, unless the chair determines that fewer than a quorum remain.
Section 8. Member Decision‑Making: Majority Vote. Decisions at Member Meetings are made by majority vote; a tie vote does not pass, and the matter may be reconsidered and re-voted upon no more than two additional times.
Section 9. Proxy Voting. There shall be no voting by proxy.
Section 10. Open Member Meetings. Meetings of the members shall be open to all members of the Corporation.
ARTICLE III: BOARD OF DIRECTORS
Section 1. Duties and Qualifications. The affairs of the Corporation shall be managed by the Board of Directors, all of whom shall be members of the Corporation.
Section 2. Number.The Board shall consist of not fewer than five (5) and not more than nine (9) directors; the Board may set the exact number within this range by resolution. Whenever possible the Board will work to ensure that an odd number of directors remain elected to reduce the likelihood of tie votes. The President shall vote as a director. In the event of a tie vote of the Board, the President may cast an additional tie-breaking vote. If no additional tie-breaking vote is cast, the matter shall not pass but may be reconsidered at a subsequent meeting or referred to committee for further review.
Section 3. Term and Selection. Directors serve two‑year terms and may be re‑elected without term limits. Directors are elected by the members at the Annual Member Meeting.
Section 4. Removal. Any director may be removed, with or without cause, at a meeting called for that purpose, by majority vote of the members present and entitled to vote.
Section 5. Vacancies. Vacancies may be filled by majority vote of the remaining directors to serve the unexpired term. If vacancies reduce the Board below five (5), the Board shall promptly act to fill seats or call a Member Meeting for elections.
Section 6. Board Quorum and Action. A quorum is a majority of directors then in office. If a quorum is present, action is taken by majority vote of the directors present, except where a greater vote is required by law or these bylaws. Only directors vote at Board meetings.
Section 7. Regular Meetings; Member Attendance. Regular meetings of the Board shall be held at times and places (or via remote means) determined by the Board. Any member may attend any Board meeting. The chair may recognize members for comment consistent with the agenda and time available.
Section 8. Special Meetings. Special meetings may be called by the President or any two directors on at least two (2) days’ notice stating the date, time, place (or remote access), and purpose. Members who have asked to receive Board notices shall receive contemporaneous notice.
Section 8A. Emergency Meetings. Emergency Meetings of the Board of Directors may be called immediately and without advance notice in order to address urgent issues requiring immediate action, including but not limited to:
- Pending or actual legal matters (e.g., criminal activity, threatened litigation, government inquiries, regulatory deadlines),
- Programmatic emergencies (e.g., situations that may put the Corporation’s ability to produce events at risk),
- Financial emergencies (e.g., risk of insolvency, urgent funding deadlines, unauthorized expenditures),
- Health and safety concerns (e.g., facility damage, accidents, or urgent compliance issues),
- Time-sensitive operational matters that cannot reasonably be deferred until a regular or special meeting.
Emergency Meetings may be held electronically or by any means of communication that allows all directors to participate. No advance notice is required.
Decisions taken at Emergency Meetings have the same binding effect as decisions taken at any regular or special meeting of the Board, provided a quorum of directors participates. Minutes of the Emergency Meeting shall be recorded and distributed as soon as practicable.
Section 9. Alternative Meeting Venue. Any Board meeting may be conducted by means of communication that allows all directors to simultaneously hear each other. Members who have requested Board notices shall be provided access instructions.
Section 10. Compensation and Expenses.Directors serve without compensation but may be reimbursed for reasonable, documented expenses incurred in service to the Corporation.
Section 11. Action by Unanimous Written Consent. Any action required or permitted at a Board meeting, including voting on action items, may be taken without a meeting if all directors consent in writing including by electronic transmission (such as email) to the extent permitted by law. Such written consents shall be filed with the minutes of the Board by the Secretary.
Section 12. Conflict of Interest. Directors and officers shall disclose potential conflicts of interest to the Board. The disinterested directors shall determine the appropriate course of action; the interested person may participate in information sharing but shall abstain from the vote. The Board shall maintain a written conflict‑of‑interest policy consistent with applicable law.
ARTICLE IV: COMMITTEES
Section 1. Committees. The Board may establish committees as it deems necessary and desirable. Committees may exercise Board‑delegated functions or be advisory.
Section 2. Composition of Committees Exercising Board Authority. Any committee that exercises Board authority shall be composed of two or more directors, appointed by the Board.
Section 3. Committee Quorum and Action. A quorum is a majority of committee members then in office; action is by majority vote. In the event of a tie vote of the committee, the Committee Chair may cast an additional tie-breaking vote. If no additional tie-breaking vote is cast, the matter shall not pass but may be reconsidered at a subsequent meeting or referred to the full Board for further review.
Section 4. Limitations. No committee may: authorize distributions; approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all assets; elect, appoint, or remove directors or fill Board or Board‑committee vacancies; or adopt, amend, or repeal the Articles, these bylaws, or resolutions reserved to the Board.
Section 5. Delegation for Gatherings. The Board may delegate non‑fiduciary authority for creation and facilitation of gatherings to the Queen Registrar(s) and other volunteers. Such persons are not corporate officers or directors solely by virtue of this role and act within budget and policy set by the Board.
ARTICLE V: OFFICERS AND ROLES
Section 1. Distinction Between Directors and Officers. Directors (“Members of the Board”) are voting fiduciaries legally responsible for governance and oversight. Officers of the Board are non‑voting roles that support governance and operations; they may or may not also be directors. If an officer is also a director, they retain their director vote.
Section 2. Officer Titles. The officers of the Corporation are President, Secretary (or Co‑Secretaries), Treasurer, Digital Coordinator, and Queen Registrar. Board directors serve simply as directors without officer titles.
Section 3. Selection and Terms of Officers. The Board elects officers by majority vote. The President, Secretary, Treasurer, and Digital Coordinator serve two-year terms and may be re-elected without limit. The Queen Registrar serves a six-month term, renewable by Board confirmation. Officers may, but need not, be directors unless otherwise required by law.
Section 4. President. The President is the chief officer and has such powers and duties as prescribed by the Board, including presiding at meetings and ensuring implementation of Board decisions.
Section 5. Secretary or Co‑Secretaries. Responsible for records, minutes, notices, and authenticating corporate records; maintains current and accurate membership lists (with assistance from the Digital Coordinator as needed).
Section 6. Treasurer. Has overall responsibility for corporate funds, financial records, deposits, disbursements, periodic financial reports to the Board, and annual financial reporting (including CPA review as directed by the Board).
Section 7. Digital Coordinator. The Digital Coordinator, as an officer, supports: (a) digital communications to members; (b) preparation of gathering directories; (c) creation and maintenance of the CRFR website and digital assets; and (d) other duties prescribed by the Board.
Section 8. Queen Registrar. The Queen Registrar, as an officer of the Corporation, is responsible for planning and facilitating gatherings and related programmatic activities within budget and policy set by the Board. The Queen Registrar is appointed or confirmed by the Board for a six-month term and may be renewed. The Queen Registrar collaborates with other officers and directors to ensure successful gatherings that fulfill the mission of the Corporation.
Section 9. Officer Vacancies and Removal. Officer vacancies shall be filled by majority vote of the Board as soon as practicable; the Board may appoint an acting officer. Officers may be removed with or without cause by majority vote of the Board.
ARTICLE VI: INDEMNIFICATION
The Corporation will indemnify its directors and officers to the fullest extent permitted by Oregon law, including advancement of expenses to the extent authorized by the Board and applicable law.
This indemnification extends to any person made or threatened to be made a party to a proceeding by reason of serving the Corporation, subject to statutory limitations and the Corporation’s indemnification policy.
ARTICLE VII: AMENDMENTS
These bylaws may be amended or repealed, and new bylaws adopted, by majority vote of the Board of Directors at a meeting with quorum, after at least fourteen (14) days’ prior notice stating the proposed changes and meeting details.
A copy of the proposed amendment and notice of the meeting shall be sent to all members using the notice procedures in Article II. These bylaws may not be amended to remove the members’ right to elect or remove directors where such right exists.
ARTICLE VIII: RECORDS AND MEMBER INSPECTION
The Corporation shall keep correct and complete books and records of account; minutes of proceedings of the Board, committees, and members; and a record of members. To the extent required by law, members may inspect and copy certain records during regular business hours upon reasonable written notice.
ARTICLE IX: FISCAL YEAR
The fiscal year of the Corporation shall be the calendar year, January 1 through December 31, unless otherwise determined by the Board.
ARTICLE X: NONDISCRIMINATION
The Corporation does not discriminate on the basis of race, color, religion, sex, gender identity or expression, sexual orientation, national origin, disability, age, or any other characteristic protected by law in any of its policies, programs, or activities.
ARTICLE XI: DISSOLUTION
Upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county of the principal office of the Corporation.