ARTICLE I — Designations

The Corporation shall be called The Open Hearth Foundation, Inc. ("Foundation" herein). The Board of Directors shall be called the Board of Governors ("Board" herein). Directors shall be called Governors ("Governors" herein).

ARTICLE II — Principal Place Of Office

The principal office of the Foundation shall be in the city of Alexandria in the Commonwealth of Virginia.

ARTICLE III — Board Of Governors

Section One — Number Of Members

The Board shall be composed of no more than twenty-seven and no less than three members.

Section Two — Governor Compensation

Governors shall receive no compensation for their services as Governors while members of the Board. Paid staff, contractors, and agents shall likewise be ineligible to serve as Governors.

Section Three — Governor Term Of Office

Subject to Article III, Section Four, a Governor's term of office may extend for fifty years.

Section Four — Limitations On A Governor's Term Of Office

A Governor's term of office shall only be limited by expiration of term, death, resignation, removal, incapacity, or abandonment.

Termination of a Governor's term of office in instances other than expiration of term, death, or resignation shall require a simple majority vote of all other Governors then entitled to vote, and with the exception of abandonment, may proceed with or without cause.

No vote or motion for abandonment shall be taken regarding a Governor unless that Governor fails to attend an annual meeting.

A Governor's term of office may only be terminated at a meeting called for the purpose of removing him/her. The meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the Governor.

Section Five — Ownership Of A Governor's Term Of Office

A Governor's term of office shall be personal to the Governor, and shall not be transferable.

Section Six — Electing A New Governor

A Governor-Candidate may be elected and installed at any properly convened meeting of the Board.

To become a Governor, a Governor-Candidate must be sponsored through a letter of recommendation by at least one existing Governor, and the Governor-Candidate must receive a simple majority vote of all other governors then entitled to vote. No individual shall be named or elected as a Governor without his prior consent

For purposes of this section, email shall not count as a proper letter of recommendation.

Section Seven — Board Committees

The Board may establish and dissolve such Board Committees as the Board deems reasonably necessary at any properly convened meeting, and such committees will only operate in accordance with the laws of the Commonwealth of Virginia.

Section Eight — Board Officer Positions

The Board shall create and establish such Board Officer positions as the Board deems reasonably necessary, but such positions shall always include a Chairman, a Secretary, and a Treasurer.

In the event an Officer is unwilling or unable to serve, another Officer may volunteer to serve in that additional capacity until such time as a proper Officer election can be held.

After the initial meeting of the Board, Board Officer positions may only be granted or rescinded at either of the annual meetings.

ARTICLE IV — Valid Board Action

Section One — Passing Resolutions

Subject to Article III, Section Eight, and Article IV, Section Two, the Board may only take action through resolutions passed at properly convened meetings with a quorum attending.

Subject to Article IV, Section Six, a quorum shall be a simple majority of the Governors then entitled to vote.

Unless otherwise specified in the Bylaws, Board resolutions shall pass by a simple majority vote of the Governors forming a quorum at any properly convened meeting.

In the instance of a tie-vote, the Chairman of the Board's vote, if such a vote is cast, shall be counted twice. In the absence of the Chairman, the Vice-Chairman's vote, if such a vote is cast, shall be counted twice.

No proxy voting shall be allowed.

Section Two — Adjourning, Rescheduling, and Canceling A Meeting

Except for the annual meetings, which may only be rescheduled within the month in which they are to occur, a meeting will be rescheduled or cancelled by the Chairman upon receipt of written consent of a simple majority of the Governors then entitled to vote.

With a quorum present, the Governors attending may adjourn a meeting at any time. Absent a quorum, a meeting shall be adjourned by what Governors are in attendance.

For purposes of this section, a writing shall include email correspondence, and such correspondence will be deemed delivered if sent to an email address of record.

Section Three — Properly Convened Meetings

Properly convened meetings may be scheduled by resolution of the Board at previous meetings if proper notice is subsequently delivered to those Governors not in attendance.

Properly convened meetings may also be scheduled by the Chairman upon receipt of written consent of a simple majority of the Governors then entitled to vote. Such written consent can only be based upon a proper notice delivered to all Governors.

Proper notice shall be sent at least ten days and no more than sixty days prior to the proposed date of the meeting, and shall include the location and/or means of attending the meeting, the time for the meeting, the purpose(s) for the meeting if any, and the date on which the notice was sent.

Properly convened meetings may also take place through the use of any means of communication by which all Governors in attendance may simultaneously hear each other during the meeting. A Governor participating in a meeting by this means is deemed to be present in person at the meeting.

For purposes of this section, a writing shall include email correspondence, and such correspondence will be deemed delivered if sent to an email address of record.

Section Four — Annual Meetings & Meeting Locations

In addition to such other meetings the Board may schedule, the Board shall also hold a meeting each January and July. These shall be called the annual meetings.

Board meetings shall only take place within the District of Columbia, the Commonwealth of Virginia, or the State of Maryland.

Section Five — Improper Board Action

Failure to abide by the provisions of these Bylaws may serve to invalidate the actions of the Board, except to the extent that the Board becomes legally obligated by such actions to other parties.

Section Six — Conflict Of Interest

No Governor shall vote for any proposed financial transaction that requires Board approval between the Foundation and any other organization when such a Governor is an interested party.

A Governor is an interested party when that Governor is a member, officer, or employee of that other organization, or has a relative through blood or affinity who is a member, officer, or employee of that other organization.

The interested Governor shall not be present, nor participate in, any discussions or vote on any such proposed transaction.

The interested Governor shall likewise not count towards quorum for that vote.

No such transaction shall be approved except by unanimous vote of all other Governors present at a properly convened meeting after being fully advised of the interest.

ARTICLE V — Steering Committee

The Board may if it chooses establish an independent Steering Committee that shall serve the Board in an advisory role.

Should such Steering Committee meetings be convened, they shall be scheduled and presided over by a Governor appointed by the Board.

Governors and Foundation staff may attend, but shall have no vote at such meetings.

ARTICLE VI — Staffing

Subject to Article III, Section 2, The Board may engage the services of such staff, contractors, and agents as it deems reasonably necessary. Such individuals may be reasonably compensated as appropriate to their service and status, and as agreed upon by the Board.

ARTICLE VII — Religious Status & Purpose

The Foundation shall be a Pagan religious organization. The purpose of the Foundation, with strict economy and subject to its Articles of Incorporation, shall be to provide gathering space and resources to Pagans of all paths.

For purposes of these Bylaws, Paganism is defined as that body of religion that includes, but is not limited to, the Federally recognized Pagan path of Wicca.

ARTICLE VIII — Amending The Charter Or Bylaws

The Articles of Incorporation and Bylaws of the Foundation may be amended at any properly convened meeting of the Board pursuant to the laws of the Commonwealth of Virginia.

To pass, an amendment to the Charter or Bylaws must receive unanimous vote of all Governors then entitled to vote.

AMENDMENTS

On November 18, 1999, per Article VIII of the OHF bylaws, the Board of Governors voted unanimously to move the OHF's registered corporate address from its initial location in the city of Alexandria to the city of Sterling in the Commonwealth of Virginia. This change of registered corporate address was properly filed with the Commonwealth of Virginia State Corporation Commission on January 5, 2000.