Current CRFR Board of Directors
Board Members
John Caine(Dislexia), President
president@cascadiafaeries.org
Thomas Winston Morgan (Lantana), Treasurer
treasurer@cascadiafaeries.org
Randy Wiger (Sister), Acting Secretary
secretary@cascadiafaeries.org
Jeff Rinedahl (Wonderful) Member-at-Large
Chair, Development Committee
development@cascadiafaeries.org
206-353-9148 (Mobile)
Daniel Peabody, Member-at-Large
Brooke Richardson, Digital Darling (Officer of the Board)
darling@cascadiafaeries.org
Bylaws
CASCADIA RADICAL FAERIE RESOURCE BYLAWS
ARTICLE I: 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.
ARTICLE II: MEMBERS
Section 1. Classes and Consensus. There shall be one class of members of this Corporation. Each
member shall be entitled to one vote in accordance with the consensus process in Article II,
Section 7 of the Bylaws of this Corporation.
Section 2. Qualifications. A person shall become a member of the Corporation by supporting
the purposes of the organization, providing contact information to the Secretary, indicating
thereby a choice to become a member of the Corporation and be placed on the notice list for
business meetings. A member may resign at any time by providing a written resignation to the
Secretary.
Any person failing to maintain current contact information with the Secretary may be dropped
from membership and the notice list by consensus of the Board in accordance with Article Ill,
Section 6 of these Bylaws.
Section 3. Termination of Membership. Membership may be terminated by the Board of
Directors after giving the member at least 15 days written notice by first-class certified mail and
email at the member’s last email address of record of the termination at the member’s last
address of record, and the reason(s) for the termination, and an opportunity for the member to
be heard by the Board, orally or in writing, not less than five days before the effective date of
the termination. The decision of the Board shall be final and shall not be reviewable by any
court.
Section 4. Annual Meeting. The annual meeting of the members shall be held at a time and
place determined by the Board and described to the members by notice.
Section 5. Special Meetings. Notice of all meetings of the members shall be given to each
member at the last email address of record or first-class mail at least 14 days before the
meeting, and through other reasonable means. The notice shall include the date, time, place, and purposes of the
meeting.
Section 6. Notice of Meetings. Notice of all meetings of the members shall be given to each
member at the last email address of record or first-class mail at least 14 days before the
meeting, and through other reasonable means. The notice shall include the date, time, place,
and purposes of the meeting.
Section 7. Quorum and Consensus. Those members present at a meeting of the members
shall constitute a quorum. A majority vote of the members present is the act of the members,
unless these Bylaws provide differently. Meetings of the Board of Directors shall be
open to all members of the Corporation.
Section 8. Proxy Voting. There shall be no voting by proxy.
Section 9. Action by Consent. Any action required by law to be taken at a meeting of the
members, or any action which may be taken at a members’ meeting, may be taken without a
meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed
by all the members.
Section 10. Open 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 whose members shall be members of the Corporation.
Section 2. Number. The number of Directors shall be at least five, not to exceed nine and must remain an odd number.
Section 3. Term and Selection. The term of office for Directors shall be two years. A Director may be selected without limitation on the number of terms served. The Directors shall be selected by consensus of the members at an annual meeting of the members.
Section 4. Removal. Any Director may be removed, with or without cause, at a meeting called for that purpose, by consensus of the members present. The Director in question may participate in discussion, but shall not participate in the final consensus vote on their own removal.
Section 5. Vacancies. Vacancies on the Board of Directors will be filled by consensus of the Directors then on the Board of Directors to serve out the remainder of the vacated term.
Section 6. Quorum and Action. A quorum at a Board meeting shall be a majority of the
number of Directors prescribed by the Board or, if no number is prescribed, a majority of all
Directors in office immediately before the meeting begins. If a quorum is present, action is
taken by consensus of the Directors and officers present. Where the law requires a majority vote
of Directors in office to establish committees that exercise Board functions, to amend the
Articles of Incorporation, to sell assets not in the regular course of business, to merge, to
dissolve, or for other matters, such action is taken by that consensus as required by law.
Section 7. Regular Meetings. Regular meetings of the Board of Directors shall be held at the
time and place to be determined by the Board of Directors. No other notice of the date, time,
place, or purpose of these meetings is required. Meetings of the Board of Directors shall be
open to all open to all members of the Corporation.
Section 8. Special Meetings. Special meetings of the Board of Directors shall be held at the
time and place to be determined by the Board of Directors. Notice of such meetings, describing
the date, time, place, and purpose of the meeting, shall be delivered to each Director personally
or by telephone, email, or by first-class mail not less than two days prior to the special meeting.
In accordance with our tradition of open meetings, the Secretary shall keep a list of members
who have stated that they wish to be contacted when special meetings are held; these members
shall be given notice by the same method and at approximately the same time as Board
members.
Section 9. Alternative Meeting Venue. Any regular or special meeting of the Board of Directors
may be conducted through use of any means of communication by which all participating
Directors may simultaneously hear each other during the meeting.
In accordance with our tradition of open meetings, the Secretary shall keep a list of members
who have stated that they wish to be contacted when meetings by telecommunication are
held; these members shall be given notice by the same method at approximately the same time
as Board members and shall be connected to the call.
Section 10. No Salary. Directors shall not receive salaries for their Board services, but may be reimbursed for reasonable expenses related to Board service.
Section 11. Action by Consent. Any action required by law to be taken at a meeting of the
Board, or any action which may be taken at a Board meeting, may be taken without a meeting if
a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the
Directors.
Section 12. Board of Director Conflict of Interest Policy. Any board member who has a potential
conflict of interest is obligated to disclose this information at the next board meeting. Any
potential conflict of interest will be heard and reviewed by the board of directors and any
necessary action or adjustment will be taken as needed. The director with the potential conflict
of interest may participate in the discussion, but shall not participate in the final consensus vote
on a course of action taken concerning the matter.
ARTICLE IV: COMMITTEES
Section 1. Committees. The Board of Directors may establish such committees as it deems necessary and desirable. Such committees may exercise functions of the Board of Directors or may be advisory committees.
Section 2. Composition of Committees Exercising Board Functions. Any committee that exercises any function of the Board of Directors shall be composed of two or more Directors, selected by the Board of Directors by consensus of the Directors.
Section 3. Quorum and Action. A quorum at a committee meeting exercising Board functions shall be a majority of all committee members in office immediately before the meeting begins. If a quorum is present, action is taken by consensus of the members present.
Section 4. Limitations on the Powers of Committees. No committee may authorize payment of a
dividend or any part of the income or profit of the corporation to its Directors or officers; may
approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the
corporation’s assets; may elect, appoint, or remove Directors or fill vacancies on the Board or on
any of its committees; nor may adopt, amend, or repeal the Articles, bylaws, or any resolution by
the Board of Directors
Section 5. Delegation of Authority for the Purpose of Creating Gatherings. The Board of
Directors shall delegate all necessary, non-fiduciary authority for the creation of gatherings to
the Queen Registrar(s) and such other persons who step forward, to assume such
responsibility. Persons acting with authority delegated under this section shall not be deemed
officers of the corporation.
ARTICLE V: OFFICERS
Section 1. Titles. The officers of this corporation shall be the President, Secretary (or
Co-Secretaries), Treasurer, digital coordinator, and Members-at-Large.
Section 2. Selection and Qualifications. The Board of Directors shall select the officers of the
corporation by consensus to serve two-year terms. An officer may be selected without limitation
on the number of terms served. The officers shall be members of the corporation, but are not
required to be members of the Board. The Queen Registrar(s) and the digital coordinator are
selected by volunteering and being confirmed by the Board of Directors.
Section 3. Vacancy. A vacancy in any office shall be filled not later than the first regular
meeting of the Board of Directors following the vacancy. If a permanent replacement cannot be
found, a temporary (“acting”) officer shall be chosen by consensus of the Directors and
according to terms agreed to by the acting officer.
Section 4. Other Officers. The Board of Directors may select or appoint other officers, agents
and employees as it shall deem necessary and desirable. They shall hold their offices for such
terms and have such authority and perform such duties as shall be determined by the Board of
Directors.
Section 5. President. The President shall be the chief officer of the corporation. The President
shall have such powers and duties as may be prescribed by the Board of Directors.
Section 6. Secretary (or Co-Secretaries). The Secretary or Co-Secretaries shall have overall
responsibility for all recordkeeping. The Secretary or Co-Secretaries shall perform, or cause to
be performed, the following duties: (a) official recording of the minutes of all proceedings of the
Board of Directors and members’ meetings and actions; (b) providing for notice of all meetings
of the Board of Directors and members; (c) authenticating the records of the corporation; (d)
maintaining current and accurate membership lists in cooperation with the digital coordinator; and
(e) performing such other duties as prescribed by the Board of Directors
Section 7. Treasurer. The Treasurer shall have overall responsibility for all corporate funds
wherever held. The Treasurer shall perform, or cause to be performed, the following duties: (a)
keep a full and accurate accounts of all financial records of the corporation; (b) deposit all
moneys and other valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors; (c) disburse all funds when proper
to do so; (d) create or oversee quarterly financial reports as to the financial condition of the
corporation and present to the Board of Directors; and (e) oversee the creation of an annual
financial report reviewed by a CPA; (f) perform such other duties as prescribed by the Board of
Directors.
Section 8. Digital Coordinator. The Digital Coordinator, working with the Queen Registrar(s) and
Secretary or Co-Secretaries, shall have overall responsibility for: (a) supporting mailings to
Radical Faeries who attend Gatherings; (b) supporting the preparation of Gathering directories;
(c) assisting in the creation and maintenance of the CRFR website; and (d) performing such
other duties as prescribed by the Board of Directors.
Section 9. The Queen Registrar(s), subject to the budgetary authority of the Board of Directors,
have responsibility for planning and facilitating the gatherings for which they have stepped
forward.
ARTICLE VI: CORPORATE INDEMNITY
This corporation will indemnify its officers and Directors to the fullest extent allowed by Oregon law.
This corporation will indemnify to the fullest extent permitted by law any person who is made
or threatened to be made a party to an action, suit, or other proceeding, by reason of the fact
that such person is or was a Director, Officer, employee, or agent of the corporation or a
fiduciary within the meaning of the Employee Retirement Income Security Act (or its
corresponding future statute) with respect to any employee benefit plan of the corporation. No
amendment to this Article that limits the corporation’s obligation to indemnify any person shall
have any effect on the corporation’s obligation for any act or omission that occurs prior to the
later of the effective date of the amendment or the date notice of the amendment is given to
the person. The corporation shall interpret this indemnification provision to extend to all
persons covered by its provisions the most liberal possible indemnification – substantively,
procedurally, and otherwise.
ARTICLE VII: AMENDMENTS TO BYLAWS
These bylaws may be amended or repealed, and new bylaws adopted, by the Board of
Directors by consensus of the directors present, if a quorum is present. Prior to the adoption of
an amendment, each director shall be given at least 14 days notice of the date, time, and place
of the meeting at which the proposed amendment is to be considered, and the notice shall state
that one of the purposes of the meeting is to consider a proposed amendment to the bylaws
and shall contain a copy of the proposed amendment. A copy of the proposed amendment and
notice of the meeting shall be sent to all members of the corporation, using the same
procedures for notice as described in Article II, Section 6 of these bylaws. These bylaws may
not be amended to prevent selection or removal of board members by the membership of the
corporation.
ADOPTED: ________________
This is to certify that this is a true and correct copy of the Bylaws of Cascadia Radical Faerie Resource.
BY: _________________________________________
Agent for Cascadia Radical Faerie Resource
Bylaws updated 4/2025