CONSTITUTION AND BYLAWS

of

WODEN’S FOLK KINDRED

CONSTITUTION

PREAMBLE

The men and women of Woden’s Folk Kindred establish this constitution to set forth the principles of our faith and to govern the church body in an orderly manner. The goals of this constitution are to preserve individual religious and civil freedoms of each member of the church, and to secure freedom of action of the church as a corporate entity in relation to other corporate entities and the Great State of Texas.

ARTICLE I

NAME:

This church shall be known as Woden’s Folk Kindred. The address of the church is P.O. Box 2613, Waxahachie, Texas, 75168.

ARTICLE II

NON-PROFIT STATUS

Woden’s Folk Kindred is organized and shall be operated exclusively for religious, charitable, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, unless any law shall be repressive in scope and/or nature, that it is our duty to democratically oppose it on the basis of the right of free exercise of religious beliefs and peaceable assembly. Woden’s Folk Kindred is formed for lawful purpose or purposes under the laws of the State of Texas, including any purpose described by Section 2.002 of the Texas Business Organizations Code.

ARTICLE III

PURPOSE

Woden’s Folk Kindred’s mission is to provide religious services for people of the heathen faith, to promote a positive form of heathenry that will build bridges between our faith group and the larger local secular communities of which we are all a part, and to honor our gods and ancestors.

ARTICLE IV

STATEMENT OF FAITH

We believe in the goodness and beauty in the world, and we believe that it’s greatest expression is to be found in the peace and joy that we call Frith. We believe in the power found in our Gods and Goddesses, and their relationships with our ancestors, which provide us with a connection to them today and into the future. We believe in the spirits of the land, known as Landwights, and we seek to strengthen our bonds to them by acknowledging them as our intercessors between the land itself and Mother Earth.

We believe in accountability for our actions, and in the necessity for right conduct and respect for all men and women. We are informed in this by the words of Allfather Odin in the Havamal. We recognize that the tales of the Gods and Goddesses in the Eddas and Sagas are a treasured example passed on to us for how to live and strive to be like our Gods and Goddesses.

We believe that men and women are judged by words and deeds, and that the words spoken during Blot and Sumbel are holy, as they are spoken at a time when we are assembled to openly pay our respects to the Gods, Goddesses, and Ancestors.

We believe that these words spoken in our holy rites are passed into the drink they are spoken over through Galdr, and that their power is infused into that drink to be shared with all. We believe that when we pour out a libation, the power and good will in that libation is shared with the Gods, Goddesses, and Ancestors, a gift for a gift, from the Gods to the Earth, to us, and from us to the Earth, to the Gods.

We believe that the spirits of our ancestors, our Disir, watch over us always, and that we are never alone as we walk through this world and the next. We believe that these ancestral spirits will be waiting for us in the next world after death to guide us to the Judgment of the Gods, and that they will speak well for all but the most evil of souls. We believe what is written in the Eddas, that our Gods and Goddesses will judge us leniently, and welcome us into the halls of our ancestors or abodes of the Gods as best befits us after death.

ARTICLE V

POLITY AND RELATIONSHIPS

The government of Woden’s Folk Kindred is vested in the men and women who compose it. Persons duly received by the members shall constitute membership. All organizations created and empowered by the church or its officers shall report to and be accountable to the church. Woden’s Folk Kindred is not subject to the control of any other ecclesiastical body, but it recognizes and sustains the obligations of mutual counsel and cooperation which should be common among heathen churches. Woden’s Folk Kindred will voluntarily cooperate with and support any heathen churches or heathen religious associations, provided such cooperation does not conflict with Woden’s Folk Kindred’s own best interests.

ARTICLE VI

NONDISCRIMINATION POLICY

It shall be the policy of Woden’s Folk Kindred, in all areas, except as where it is impossible due to the spiritual aspects of our faith, to adhere to a policy of nondiscrimination, whether that be in race, religion, ethnicity, gender, sexual orientation, or disability. As members of a faith that has historically suffered a great deal of violence and discrimination, we recognize our duty to our Gods and ancestors to behave honorably and stand against hatred or discrimination of any kind, and as Americans and citizens of the Great State of Texas, we hold this duty sacred in order to honor all of the men and women who sacrificed their lives to protect the rights that we all are guaranteed and enjoy under those respective Constitutions.

WODEN’S FOLK KINDRED

BYLAWS

ARTICLE I

MEMBERSHIP

Section 1

GENERAL

Woden’s Folk Kindred is a sovereign heathen church composed of heathens who honor the Aesir and Vanir as well as their ancestors. The members of Woden’s Folk Kindred retain unto themselves the exclusive right of self-government in all aspects of the spiritual and mundane affairs of this church.

Section 2

CANDIDACY

Any person of the heathen faith may offer themselves as a candidate for membership in Woden’s Folk Kindred. All candidates for membership of Woden’s Folk Kindred shall be presented by a member of Woden’s Folk Kindred to the church at any service of Woden’s Folk Kindred or event held by Woden’s Folk Kindred for a vote of acceptance by the membership of the church.

Qualifications for acceptance as a member of Woden’s Folk Kindred shall include at least one of the following:

Regular attendance to and participation in services held by Woden’s Folk Kindred for a period of six months. Prior membership in another heathen church which can be verified by the membership of Woden’s Folk Kindred, and three months’ attendance of services held by Woden’s Folk Kindred. All candidates for membership to Woden’s Folk Kindred who are presented to the church for membership should be voted on by the members of the church. All such votes should be conducted in a manner in which the membership of the church is privy to the votes of the membership, but the candidates shall not know how individual members voted. A 3/4 approval vote shall be required by the membership in order to approve the membership of any new candidate. Should any candidate be disapproved, the officers of the church, under the leadership of the Drighten and along with the sponsor of the candidate, shall determine when or if a candidate may be subsequently presented to the church membership for another vote.

Section 3

RIGHTS OF MEMBERS

Every member of Woden’s Folk Kindred is entitled to vote in all elections and on all questions presented to the church at any regular or special business meetings at which the member is present. Every member of Woden’s Folk Kindred shall have the right to speak at or present an issue to the church at any regular or special business or planning meeting of Woden’s Folk Kindred. Any member may request a Thing Meeting on a special subject, but Thing Meetings will only be called by a majority vote of officers present or in proxy.

Section 4

TERMINATION OF MEMBERSHIP

Membership in Woden’s Folk Kindred shall be terminated in the following ways:

1. Voluntary termination of the member of their membership in Woden’s Folk Kindred.

2. The failure of a member to attend services with Woden’s Folk Kindred for a period of six months, after which the officers of the kindred may vote to terminate the membership.

3. A member may be the subject of a Thing Meeting, which may be convened by the officers of the church, and a vote may be held regarding the termination of their membership.

Section 5

HEATHENS IN TROTH

Those heathens who choose to worship with Woden’s Folk Kindred and support the church in its endeavors, but for whatever reason do not, or choose not to, qualify for membership in Woden’s Folk Kindred may be designated by the church as being “in troth” with Woden’s Folk Kindred. These heathens will be considered to be a part of the spiritual and mundane life of the church, and shall be included in the services and activities of the church, except for voting and becoming officers and/or any role in spiritual or mundane policies or practices of Woden’s Folk Kindred.

Section 6

DISCIPLINE AND REINSTATEMENT

It shall be the policy of Woden’s Folk Kindred to be proactive in seeing to the spiritual and mental well-being of the members of Woden’s Folk Kindred as well as those heathens in troth with the church. The Drighten and other officers shall make themselves available for counseling and guidance of members of those who are members or in troth with Woden’s Folk Kindred, and diligent effortnshould be put forth in helping those in need to regain their heilagrnbalance, and become beneficial members of the church. Should it bendetermined that for any reason a member of the church has become too much of a liability for the church, then the officers of the church should convene a Thing Meeting as discussed in Section 4 to initiate the process of terminating the membership of the member.

Any person whose membership has been terminated for any reason, which has made it necessary for the Woden’s Folk Kindred to exclude that person, may subsequently undergo the process of membership into Woden’s Folk Kindred as described in Section 2 of these bylaws. Further, the officers of Woden’s Folk Kindred may, after a period of six months has passed from the former member’s voluntary termination of membership, vote to present the former member for reinstatement of membership to the church by a vote of the membership as per Section 2 of these bylaws.

ARTICLE II

CHURCH OFFICERS AND STAFF

Section 1

GENERAL

All church officers must be members of the church. The officers of Woden’s Folk Kindred shall be the President, Secretary, Director, Steward, Moderator, and trustees. The staff of the church shall be those persons employed by Woden’s Folk Kindred. The person or persons serving as the officers and staff of Woden’s Folk Kindred at the time of the adoption of this Constitution and Bylaws shall be considered as elected by the church pursuant to the appropriate provisions of these Bylaws.

Section 2

DIRECTOR

A. Role of the Director

The Director, known also by the spiritual title of Drighten, is responsible for leading the church, the church officers, and the membership of Woden’s Folk Kindred to accomplish the mission of the church.

The Director is the leader of the rituals of the church, except in cases that are gender-specific or the youth ministry Kindred of the Wulflings, in which case the Director should work with people chosen by the church to lead these rituals or programs. The Director will work with officers and staff of the church to:

1. Lead the regular rituals of the heathen faith.

2. Lead or assist and instruct members of the church in their personal spiritual rituals and practices.

3. Look after the spiritual and physical needs of the members of Woden’s Folk Kindred.

The Director shall serve as the treasurer of the church, and shall be responsible for the financial affairs of the church. The Director shall be ordained, and if any member be elected as Director, they shall be ordained in due course.

B. Selection of the Director

The director should be chosen by a committee formed by the officers of the church, and deliberated and voted on by all members present at a Thing Meeting. The vote shall be of a majority of all members present. In the absence of a director, the officers should decide who shall serve as the director in the interim period.

C. Recall of the Director

The Director may be recalled by the church at a Thing Meeting called by the officers of the church. All members of the church may attend, and any member present may vote. The director shall be removed upon a 3/4 vote for recall.

D. Director Resignation

If the Director wishes to resign from their post, it is requested that the Director give two weeks’ notice.

E. Interim Director

In the event that Woden’s Folk Kindred finds itself without a Director, the officers of the church shall appoint an interim Director to serve until a Director can be elected.

Section 3

CHURCH STAFF

This church shall call or employ only such staff members as the church shall need. When the need for staff members is determined, the officers shall prepare a job description for each staff position. Upon recommendations by the officers, such staff positions will be created after being approved by the church. The staff shall operate under the supervision and auspices of the Director. During any such time as the church is without a Director, the officers shall designate a staff member to assume the personnel responsibilities ordinarily assumed by the Director.

Section 4

MODERATOR

The moderator shall assist the Director in preforming his functions in the church, and in assisting with the spiritual and physical well-being of the members of the church. The Moderator will also be responsible for the security arrangements of the church and any events sponsored by the church. The Moderator will also have the right to inspect the finances of the church at any time.

Section 5

STEWARD

The Steward of the kindred shall assist the Director in performing his duties and in his role of spiritual leadership of the church. The Steward shall function in the role of the Director in any situation in which the Director is unable to perform his or her duty, and shall hold that role in the immediate interim until the officers can convene a Thing Meeting and appoint an interim Director. The Steward shall have the right to inspect the finances of the church at any time.

Section 6

PRESIDENT

The President is considered the senior spiritual guide and moderator for the church. The President shall be elected by the church, and shall also have the spiritual title of Thule. The President shall have the right to inspect the finances of the church at any time.

Section 7

SECRETARY

The Secretary shall be responsible for keeping the records of the church. The Secretary shall also be responsible for working with the Director to schedule services and events. The Secretary shall also assist the Director and other officers in communicating the needs of the members of the church to the officers of the church. The Secretary shall have the right to inspect the finances of the church at any time.

Section 8

TRUSTEES

Three (3) or more trustees, elected by the church, will serve as legal officers of the church. They shall hold in trust the church property and shall serve as directors of Woden’s Folk Kindred. They shall have no power to buy, sell, mortgage, lease or transfer any property without a specific vote of the church authorizing each action. It shall be the function of the trustees to affix their signatures to legal documents on behalf of Woden’s Folk Kindred involving the purchase, sale, mortgage, rental, or transfer of property, or to other legal documents where the signatures of trustees or directors are required.

Section 9

ELECTION AND REMOVAL OF OFFICERS AND TRUSTEES

A. ELECTION OF OFFICERS AND TRUSTEES

Officers and Trustees shall be elected by the members of the church. The Director is responsible for holding a Thing Meeting to elect officers and Trustees. Any member present at a Thing Meeting may nominate another member as a candidate for any position in the church. Candidates for officer or Trustee who receive the majority vote of members present shall win the election. Officers and Trustees shall serve terms of three years. Upon the completion of the Thing Meeting to elect new officers and Trustees, the Director shall be responsible for filing the appropriate periodic report with the State of Texas.

B. REMOVAL OF OFFICERS AND TRUSTEES

Officers or Trustees may be removed from office at a Thing Meeting called for that purpose. Should the membership of the church see fit to call a Thing Meeting to remove an officer or Trustee, the vote for removal shall be 3/4 of the members present. Should an officer or Trustee be removed at a Thing Meeting, the members shall, at the same Thing Meeting, elect a replacement from among the members of the church to continue in that post until the regular election of officers and Trustees.

ARTICLE III

CHURCH MEETINGS

Section 1

WORSHIP SERVICES

The church shall meet regularly to observe the rituals, spiritually known as Blots and Sumbles, of our heathen calendar. Further, the church shall have regular study sessions and Frith Meets each month to enrich the spiritual knowledge of its members as well as reach out to others in the local community who may be interested in our faith. These services shall be conducted under the direction of the Drighten.

Section 2

THING MEETINGS

Any meeting not considered a worship service shall be known as a Thing Meeting. Thing meetings shall consist of any of the members who are able to attend. Any member of the church may request that the officers hold a Thing Meeting for a particular purpose by a written request to an officer. Officers of the church are responsible for determining, by 3/4 vote of all officers and trustees present or by proxy, whether to hold a Thing Meeting on a particular subject.

Section 3

QUORUM

In all Thing Meetings, a quorum shall consist of 1/4 voting members present, along with officers and trustees present or by proxy.

ARTICLE IV

CHURCH FINANCES

Section 1

BUDGET

The officers and Trustees shall annually prepare and submit to the church for approval an inclusive budget, indicating by item the amount needed for all local and other expenses.

It is understood that membership in the church involves financial obligation to support the church and its causes with regular proportionate gifts or services where members are financially unable to donate money. At least annually, each member shall be given an opportunity to indicate support of the church’s unified budget.

Section 2

HANDLING OF FUNDS

The Director shall account for all church receipts as set forth in Article II, Section 2.

Deposits of funds shall be made by the Director or appointed Trustees or officers of the church.

All funds thus received will be subject to audit as set forth in rights of the officers and Trustees in Article II.

Section 3

FISCAL YEAR

The church fiscal year shall begin on January 1 and end December 31 of each year.

ARTICLE V

DISSOLUTION

Upon discontinuance of this Church by dissolution or otherwise, any assets lawfully available for distribution are to be transferred to one or more organizations qualifying as an exempt organization under Section 501(c)(3) of the Internal Revenue Code, as amended, by a majority of members attending at a duly called business meeting.

ARTICLE VI

AMENDMENTS

The Constitution and these Bylaws may be amended, modified, or repealed only by two thirds (2/3) vote of the voting members present at any duly convened Thing Meeting of the church, provided the proposed amendment shall have been presented to the church in writing at any regular or duly called business meeting of the church at least thirty (30) days prior to the date established for voting on said amendment. The proposed amendment shall be printed and posted on the church website and members’ group on Facebook at least fifteen (15) days before the proposed amendment is to be acted upon. When an amendment is proposed and has been rejected by the church, that amendment, or any amendment embodying the substance thereof, shall not be proposed again for at least a year from the date of the rejection of such amendment. Any amendments to the Constitution or Bylaws shall immediately go into full force and effect from their date of adoption, and the Director shall be responsible for filing the appropriate paperwork with the State of Texas reflecting said amendments.

ARTICLE VII

CONFLICT OF INTEREST POLICY

Section 1

PURPOSE

The purpose of the conflict of interest policy is to protect this taxexempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction.

This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2

DEFINITIONS

1. Interested Person 

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

If a person is an interested person with respect to any entity in the health care system of which the organization is a part, he or she is an interested person with respect to all entities in the health care system.

2. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: 

a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 3, Number 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3

PROCEDURES

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

Instructions for Form 1023 -25-

4. Violations of the Conflicts of Interest Policy

a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4

RECORDS OF PROCEEDINGS

The minutes of the governing board and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 5

COMPENSATION

a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6

ANNUAL STATEMENTS

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy,

c. Has agreed to comply with the policy, and

d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax- exempt purposes.

Section 7

PERIODIC REVIEWS

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 8

USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Section 7, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.