Bylaws

Entity: The Carpocratian Church of Commonality and Equality, Inc. (the “Church”)

Adopted: December 20th, 2024

Courtesy copy for transparency. The official signed version is maintained in the Church’s corporate records by the Clerk.

Article 1 — Name; Purposes; Offices

1.1 Name. The name of the corporation is as stated in its Articles of Incorporation (“Articles”).

1.2 Purposes. The Church is organized exclusively for religious and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as set forth in the Articles.

1.3 Offices; Agent. The Church shall maintain a registered office and registered agent in the Commonwealth of Massachusetts and may maintain other offices as determined by the Board of Directors (the “Board”).

Article 2 — Board of Directors

2.1 Authority. The affairs of the Church are managed by the Board.

2.2 Number; Terms. The Board shall consist of one or more directors; the exact number may be set by Board resolution. Directors serve one-year terms and until their successors are elected and qualified.

2.3 Election; Removal; Vacancies. Directors are elected by the Board. Any director may be removed with or without cause by majority vote of the other directors then in office. Vacancies may be filled by the remaining directors for the unexpired term.

2.4 Meetings; Notice; Remote Participation. Meetings may be held at any place or by remote communications that allow all participants to hear each other; remote participation counts as presence. Notice of regular meetings shall be reasonable. Notice of special meetings shall be given at least 48 hours in advance by email or other practicable means.

2.5 Quorum; Voting. A majority of the directors then in office constitutes a quorum. The act of a majority of directors present at a meeting with quorum is the act of the Board.

2.6 Action Without Meeting. Any action may be taken without a meeting by unanimous written consent, including electronic consent.

2.7 Committees. The Board may create committees and delegate authority to the extent permitted by law.

2.8 Compensation; Loans. Directors may receive reasonable compensation and reimbursement as approved by the Board. No loans shall be made to directors.

2.9 Indemnification. The Church shall indemnify directors to the fullest extent permitted by Massachusetts law.

Article 3 — Officers

3.1 Required Officers. The Church shall have a President, a Treasurer, and a Clerk (the Clerk must be a Massachusetts resident unless a resident agent is appointed). The Board may appoint additional officers.

3.2 Duties. The President oversees day-to-day affairs and implements Board directives; the Treasurer keeps the books and handles funds; the Clerk keeps minutes and records, maintains required filings and notices, and performs duties assigned by the Board.

3.3 Election; Term; Removal; Vacancies. Officers are elected by the Board for one-year terms and serve until successors are elected and qualified. Any officer may be removed with or without cause by the Board. Vacancies may be filled by the Board.

3.4 Compensation; Loans; Indemnification. Officer compensation shall be reasonable and approved by the Board. No loans shall be made to officers. The Church shall indemnify officers to the fullest extent permitted by law.

Article 4 — Records

4.1 Books and Records. The Church shall keep minutes of Board and committee actions and appropriate accounting records; records may be kept in any reproducible form.

4.2 Inspection. Directors may inspect records upon reasonable notice, consistent with law.

Article 5 — Contracts; Banking; Authority

5.1 Contracts. The President, or any officer or person authorized by the Board, may execute contracts and instruments on behalf of the Church.

5.2 Disbursements. The Treasurer, or another officer authorized by the Board, may sign checks and disbursements as authorized.

Article 6 — Dissolution

Upon dissolution, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or to the federal, state, or local government for a public purpose.

Article 7 — Amendments

These Bylaws may be amended by majority vote of the directors then in office at any meeting with proper notice.

Article 8 — Ministry Recognition

8.1 Authority. The Board may recognize individuals as ministers of the Church and adopt, amend, or repeal written policies governing qualifications, recognition, conduct, discipline, and removal of ministers (“Ministry Policy”).

8.2 Ecclesiastical Nature. Minister recognition is an ecclesiastical determination grounded in the Church’s doctrine and is not a civil contract, employment offer, or guarantee of compensation. Recognition may be suspended or revoked at any time in the Board’s discretion, to the fullest extent permitted by law.

8.3 No Membership Created. Recognition as a minister does not create corporate membership or confer voting rights under these Bylaws unless expressly provided by Board resolution.

Adopted by resolution of the Board of Directors on the date set forth above.