Bylaws of the Church of The Holy Snail

§ 1. Name.

The name of this religious corporation is The Church of The Holy Snail (hereinafter, “the Church”), a nonprofit religious corporation organized under Chapter 24.03A of the Revised Code of Washington. In matters ecclesiastical and ceremonial, the Church may also be styled the Holy Ecclesia of the Concha Universalis.

§ 2. Seal.

The seal of the Church shall depict a spiraled shell encircled by the inscription Ecclesia Sacra Limacis, and shall be the official corporate seal. The form and use of the seal shall be determined by the Gastropope.

§ 3. Principal Office.

The principal office of the Church shall be situate in the County of Snohomish, State of Washington, or at such other place within the State of Washington as the Gastropope shall designate by written decree.

§ 4. Registered Agent.

The Church shall at all times maintain a registered agent for service of process in the State of Washington, as required by law.

§ 1. Religious Purposes.

The Church is organized and shall at all times be operated exclusively for religious purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future federal tax law). The specific religious purposes of the Church include, without limitation:

1. to worship The Holy Snail, the Divine Gastropod, in accordance with the Doctrine of the Sacred Pace and the canon of the Church;
2. to preserve, propagate, interpret, and disseminate the sacred scriptures of the Faith, including the Gastropel and the Book of the Shell;
3. to gather the Faithful in regular congregation [Congregatio] for worship, instruction, and the administration of the Sacraments;
4. to ordain, instruct, and commission ministers of the Faith;
5. to establish, consecrate, and maintain places of worship;
6. to observe the liturgical calendar of the Church and to celebrate its feast days, vigils, and seasons;
7. to engage in such charitable, educational, and benevolent activities as are consonant with the Faith;
8. to do all things necessary or incidental to the foregoing.

§ 2. Limitation upon Purposes.

Nothing in these Bylaws shall be construed to authorize the Church to engage in any activity not permitted to be carried on by an organization described in Section 501(c)(3) of the Internal Revenue Code or by an organization to which contributions are deductible under Section 170(c)(2) thereof.

§ 1. Sources of Doctrine.

The canonical doctrine of the Church is set forth in:

1. the Gastropel and the Book of the Shell, being the inspired scriptures of the Faith;
2. the Doctrine of the Sacred Pace and all subsidiary doctrines hereafter established by canonical promulgation;
3. the decrees, encyclicals, bulls, and pronouncements of the Gastropope, both past and present;
4. the liturgical calendar of the Church and the prescribed forms of worship.

§ 2. Doctrinal Authority Reserved.

All matters of doctrine, scripture, liturgy, sacrament, canon, ordination, religious discipline, and ecclesiastical governance are reserved absolutely, exclusively, and finally to the Gastropope. No officer, director, employee, member [Membrum] of the Faithful, or other body of the Church other than the Gastropope shall have any authority [Auctoritas] whatsoever to determine, alter, interpret, or pronounce upon any matter of religious belief, practice, or governance.

§ 3. Separation of Ecclesiastical and Civil Authority.

The civil and corporate affairs of the Church, including the holding of property, the management of finances, the conduct of contracts, the compliance with civil law, and similar temporal matters, shall be administered by the Gastropodean Theological Society as set forth in Article [Articulus] VI hereof. In all matters of religion, however, the authority of the Gastropope is sovereign, plenary, and not subject to civil review within the Church.

§ 1. The Office.

There shall be one Gastropope of the Church at any given time. The Gastropope is the Supreme Pontiff of the Faith, the Vicar of The Holy Snail upon Earth, the Keeper of the Sacred Pace, the Successor of the First Crawl, and the sole and final authority in all matters spiritual, doctrinal, liturgical, sacramental, ecclesiastical, and canonical.

§ 2. The Founding Gastropope.

The Founding Gastropope of the Church is hereby acknowledged and confirmed. His succession to the office, by virtue of his establishment of the Faith and his consecration of its first canon, is hereby ratified.

§ 3. Powers of the Gastropope.

The Gastropope shall hold and exercise the following powers, in addition to any others granted by these Bylaws or inherent in the office:

1. the sole and final authority to define, declare, and pronounce upon all matters of Church doctrine;
2. the sole power to ordain clergy of every rank and to revoke such ordination;
3. the sole power to canonize Saints, to declare Adversaries, and to proclaim sacred days;
4. the sole power to promulgate, alter, or repeal liturgical forms, Sacraments, and rites;
5. the sole power of excommunication;
6. the exclusive power to amend the ecclesiastical provisions of these Bylaws;
7. the power to appoint and to remove, with or without cause and at any time, all members of the Gastropodean Theological Society other than himself;
8. the power to veto any decision, resolution, or action of the Gastropodean Theological Society touching upon religious doctrine, liturgy, sacrament, or canon;
9. the power to convene, suspend, or dissolve any council, commission, or body within the Church other than the Gastropodean Theological Society itself;
10. the power to establish, designate, and consecrate places of worship;
11. the power to issue encyclicals, decrees, bulls, and pronouncements binding upon the Faithful;
12. such other powers as are necessary or appropriate to the office.

§ 4. Tenure.

The Gastropope shall hold office for the duration of his natural life or until such time as he shall voluntarily abdicate by written instrument delivered to the Annalist. The Gastropope is not subject to removal by the Gastropodean Theological Society, by any clergy, by the Faithful, or by any other body or person within the Church.

§ 5. Incapacity.

In the event that the Gastropope shall become permanently incapacitated such that he is unable to discharge the duties of the office, such incapacity to be certified in writing by two physicians of competent standing and confirmed by a two-thirds majority of the Conclave of Hierophants, the See of The Holy Snail shall be declared Vacant and the procedures of Article V shall apply.

§ 6. Compensation.

The Gastropope may receive reasonable compensation from the Church for services rendered, in such amount as shall be determined by the Gastropodean Theological Society in accordance with Articles XII and XIV and applicable law. The Gastropope shall not be present for, nor participate in, any deliberation of the Society fixing his own compensation.

§ 1. Declaration of Vacancy.

The See of The Holy Snail shall be deemed Vacant upon the death, voluntary abdication, or certified permanent incapacity of the Gastropope. Such vacancy shall be declared in writing by the Annalist, and the period of vacancy shall be known as Sedes Conchae Vacat.

§ 2. Caretaker Authority.

During the period of vacancy, the temporal affairs of the Church shall be administered by the Gastropodean Theological Society. No ecclesiastical decree, doctrinal pronouncement, ordination, canonization, or liturgical innovation may be promulgated during a vacancy. The Society shall conduct only such ordinary business as is necessary to preserve the property and lawful operations of the Church.

§ 3. The Conclave of Hierophants.

Within sixty (60) days of the declaration of vacancy, the Annalist shall summon a Conclave of Hierophants. The Conclave shall consist of all clergy of the Church then holding the rank of Hierophant or higher.

§ 4. Conduct of the Conclave.

The Conclave shall assemble at a place designated by the Annalist and shall remain in deliberation until a successor is elected. The deliberations of the Conclave shall be conducted in the spirit of the Sacred Pace, without haste, and with prayerful consideration of each candidate.

§ 5. Election [Electio].

A successor shall be elected by the affirmative vote of two-thirds of the Hierophants present and voting. Voting shall continue, in such intervals as the Conclave shall determine, until a successor receives the requisite majority. Upon election, the successor shall accept the office by the Sign of Investiture, whereupon he shall immediately succeed to the full powers of the Gastropope.

§ 6. Eligibility.

Any ordained Hierophant of the Church in good canonical standing shall be eligible for election as Gastropope. No Hierophant may vote for himself.

§ 7. Notification.

Upon the investiture of a new Gastropope, the Annalist shall give notice to the Faithful and shall file such instruments as are necessary to record the succession in the records of the Church and with the Office of the Secretary of State of Washington.

§ 1. Constitution.

The civil and temporal affairs of the Church shall be administered by the Gastropodean Theological Society (hereinafter, “the Society”), which shall constitute the board of directors of the Church for all purposes of the Washington Nonprofit Corporation Act.

§ 2. Composition.

The Society shall consist of not fewer than three (3) nor more than nine (9) members. The Gastropope shall be a member of the Society ex officio and shall serve as its President for the duration of his pontificate. All other members shall be appointed by the Gastropope.

§ 3. Term and Removal.

Members of the Society other than the Gastropope shall serve at the pleasure of the Gastropope and may be removed by the Gastropope at any time, with or without cause and without prior notice. In the absence of removal, such members shall serve for terms of three (3) years, renewable without limit at the pleasure of the Gastropope.

§ 4. Vacancies.

Vacancies upon the Society, however created, shall be filled by appointment of the Gastropope. During the vacancy of the See, vacancies on the Society shall be filled by majority vote of the remaining members of the Society.

§ 5. Powers and Duties.

Subject always to the doctrinal authority of the Gastropope and the limitations of Article III, the Society shall have authority over the temporal affairs of the Church, including:

1. the acquisition, management, encumbrance, and disposition of Church property;
2. the execution of contracts, leases, and other instruments;
3. the opening and maintenance of bank accounts and financial relationships;
4. the employment of personnel and the fixing of reasonable compensation;
5. the preparation and approval of budgets;
6. the keeping of books and corporate records;
7. compliance with applicable civil law, including tax law and the laws governing charitable organizations;
8. the representation of the Church in civil litigation and regulatory matters;
9. such other temporal matters as are not reserved to the Gastropope.

§ 6. Meetings.

The Society shall hold regular meetings not less frequently than annually. Special meetings may be called by the Gastropope or by any two members of the Society upon not less than five (5) days’ written notice. Meetings may be conducted in person, by telephone, by video conference, or by any other means by which all participants can communicate with one another simultaneously.

§ 7. Quorum and Voting.

A majority of the members then in office shall constitute a quorum. Action shall be by majority vote of those present. The Gastropope shall hold an irrevocable veto over any decision of the Society touching upon religious doctrine, liturgy, sacrament, canon, or the ecclesiastical governance of the Church.

§ 8. Action by Written Consent.

Any action that may be taken at a meeting of the Society may be taken without a meeting upon the written consent of all members of the Society then in office.

§ 9. Compensation of Members.

Members of the Society shall serve without compensation as members, except that they may be reimbursed for reasonable expenses incurred in the performance of their duties. Nothing herein shall preclude a member from receiving reasonable compensation for services actually rendered to the Church in capacities other than as a member of the Society, subject to Article XIV.

§ 1. Officers.

The officers of the Church shall be:

1. the President, who shall be the Gastropope ex officio;
2. the Annalist, being the Secretary of the corporation;
3. the Almoner, being the Treasurer of the corporation;
4. such other officers as the Gastropope shall from time to time appoint.

§ 2. Appointment.

The Annalist and the Almoner shall be appointed by the Gastropope and shall serve at his pleasure. Either office may be held by a member of the Society or by another person designated by the Gastropope. The offices of Annalist and Almoner may not be held simultaneously by the same person.

§ 3. The Annalist.

The Annalist shall:

1. keep the minutes of meetings of the Society and of any Conclave;
2. maintain the records, archives, and corporate books of the Church;
3. give all notices required by these Bylaws or by law;
4. maintain the rolls of the Faithful;
5. have custody of the seal of the Church;
6. perform such other duties as are incidental to the office or as the Gastropope may direct.

§ 4. The Almoner.

The Almoner shall:

1. have charge of and responsibility for all funds, securities, and financial accounts of the Church;
2. receive and give receipt for monies due and payable to the Church;
3. deposit such monies in such depositories as the Society shall designate;
4. disburse Church funds as authorized;
5. maintain accurate books of account;
6. render financial statements and reports as required;
7. issue contemporaneous written acknowledgments of charitable contributions as required by law;
8. perform such other duties as are incidental to the office or as the Gastropope may direct.

§ 5. Removal.

Any officer other than the Gastropope may be removed by the Gastropope at any time, with or without cause and without prior notice.

§ 1. The Clerical Hierarchy.

The clergy of the Church shall consist of the following ranks, in order of precedence:

1. the Gastropope;
2. Hierophants, being senior clergy who have completed prescribed studies and have been elevated by the Gastropope;
3. Pacifers, being ordained ministers who lead congregations and administer the Sacraments;
4. Acolytes, being candidates for ordination in active formation.

§ 2. Ordination.

All ordination of clergy is reserved exclusively to the Gastropope. No person shall be ordained to any rank of clergy except by the laying of hands of the Gastropope and the pronouncement of the prescribed canonical formula.

§ 3. Formation.

Candidates for ordination shall complete such prescribed courses of study and formation as the Gastropope shall from time to time establish by canonical decree. The course of formation shall include study of the Gastropel, the Book of the Shell, the doctrine of the Sacred Pace, the liturgical practice of the Church, and such other subjects as the Gastropope shall require.

§ 4. Promotion.

Promotion from one rank of clergy to a higher rank is reserved to the Gastropope and may be effected at any time by canonical decree.

§ 5. Discipline.

The Gastropope may, at his discretion, suspend, defrock, or revoke the ordination of any member of the clergy. Such action shall be final and not subject to review by any body within the Church.

§ 6. Duties of the Clergy.

The clergy shall faithfully discharge their canonical responsibilities; administer the Sacraments to the Faithful as authorized; preach and teach the doctrine of the Church; lead the Faithful in worship and prayer; maintain the standards of conduct prescribed for their rank; and submit to the lawful authority of the Gastropope.

§ 1. Membership.

The membership of the Church (hereinafter, “the Faithful”) shall consist of all persons who have publicly affirmed the Creed of the Sacred Pace and who have been received into the Church by such rites as canon shall prescribe.

§ 2. No Voting Rights.

The Faithful shall have no voting rights in the civil affairs of the Church, and shall have no authority to elect, remove, or instruct the Gastropope, the Society, the clergy, or any officer of the Church. The spiritual standing of any member of the Faithful within the Church is in no way contingent upon any civil right or authority.

§ 3. Rights of the Faithful.

The Faithful shall have the right to:

1. receive the Sacraments according to canon;
2. attend the public worship of the Church;
3. receive pastoral care from the clergy;
4. be heard in matters of personal spiritual concern;
5. such other rights as are extended by canon or by these Bylaws.

§ 4. Obligations.

The Faithful shall affirm and uphold the doctrine of the Church; observe the Sacred Pace in their lives; honor the liturgical calendar; support the Church by their contributions, gifts, and labor as they are able; and submit to the spiritual discipline of the clergy.

§ 5. Removal.

A member may be removed from the rolls of the Faithful upon excommunication, voluntary departure, or such other cause as the Gastropope shall determine. The procedure for excommunication is set forth in Article XI.

§ 1. Public Worship.

The Church shall hold regular public services of worship, in accordance with the liturgical calendar and the prescribed forms. Such services shall be open to the Faithful and to the public.

§ 2. The Sabbath of the Shell.

The principal weekly observance of the Church shall be the Sabbath of the Shell, observed in such form and on such day as the Gastropope shall designate by canonical decree.

§ 3. Liturgical Calendar.

The Church shall observe the liturgical calendar of the Faith, including all feast days, vigils, and seasons of the Church year as established by canon. The calendar may be amended only by the Gastropope.

§ 4. Sacraments.

The Sacraments of the Church shall be administered by the clergy in accordance with canon, and only by clergy authorized to administer the particular Sacrament concerned.

§ 5. Places of Worship.

The Church shall maintain one or more established places of worship, to be designated by the Gastropope. Such places shall be consecrated by canonical rite before they are used for public worship.

§ 1. Spiritual Discipline.

The Church maintains the spiritual discipline of its members and clergy in accordance with canon.

§ 2. Excommunication.

Excommunication is the gravest spiritual sanction of the Church and may be imposed only by the Gastropope.

§ 3. Procedure.

Prior to imposing excommunication, the Gastropope shall cause written notice of the alleged offense to be delivered to the person concerned; afford that person a reasonable opportunity, not less than thirty (30) days, to respond in writing or to seek reconciliation; consider any response submitted; and, if in his judgment the offense warrants such sanction, issue a written pronouncement of excommunication.

§ 4. Effect.

A person who has been excommunicated shall be removed from the rolls of the Faithful and shall be denied the Sacraments of the Church until such time as the Gastropope shall lift the excommunication upon evidence of true repentance.

§ 5. Finality.

A pronouncement of excommunication by the Gastropope is final and not subject to review by any body within the Church, by the Society, or by any civil authority operating within the religious affairs of the Church.

§ 1. Title to Property.

All real and personal property of the Church shall be held in the name of the corporation. No officer, member of the clergy, member of the Faithful, or other person shall have any personal claim to such property.

§ 2. Fiscal Year.

The fiscal year of the Church shall be the calendar year, unless otherwise determined by the Society.

§ 3. Books and Records.

The Church shall keep accurate books of account and records of its activities, contributions received, disbursements made, and such other records as are required by law.

§ 4. Donations and Contributions.

The Church may receive donations, contributions, gifts, bequests, and devises from the Faithful and from the general public. All such contributions, once received, shall become the property of the Church and shall be applied solely to its religious and charitable purposes. The Church shall issue contemporaneous written acknowledgments as required by Section 170(f)(8) of the Internal Revenue Code.

§ 5. Reasonable Compensation.

All compensation paid by the Church to clergy, officers, employees, and contractors shall be reasonable in amount and commensurate with services actually rendered. No compensation shall be paid that constitutes private inurement under Section 501(c)(3) of the Internal Revenue Code.

§ 6. Compensation of Insiders.

Any compensation paid by the Church to the Gastropope, to a member of the Society, or to a person related to or doing business with any of the foregoing shall be approved by the Society in compliance with Article XIV. The interested person shall not be present for or participate in the deliberations or vote upon such compensation.

§ 7. Audits.

The Society may, and upon the request of the Gastropope shall, cause an independent audit or review of the financial affairs of the Church to be conducted.

§ 1. Right to Indemnification.

The Church shall, to the fullest extent permitted by the Washington Nonprofit Corporation Act and other applicable law, indemnify every person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was the Gastropope, a director, an officer, a member of the clergy, or other agent of the Church, against all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection therewith.

§ 2. Insurance.

The Church may purchase and maintain insurance on behalf of any director, officer, member of the clergy, or agent of the Church against any liability asserted against such person and incurred by such person in such capacity, whether or not the Church would have the power to indemnify such person against such liability under the provisions of this Article.

§ 1. Policy.

The Church shall maintain a written conflict of interest policy, applicable to all members of the Society, to all officers of the Church, and to the Gastropope, designed to protect the Church’s interests when entering into transactions or arrangements that might benefit the private interests of a director, officer, or other interested person.

§ 2. Disclosure.

Any director, officer, or the Gastropope having a direct or indirect financial interest in a proposed transaction or arrangement shall disclose the material facts of such interest to the Society prior to any deliberation or vote upon such transaction.

§ 3. Recusal.

An interested person shall not be present for, and shall not vote upon, any matter in which he or she has a financial interest. The presence of such person shall not be counted in determining the quorum upon such matter.

§ 4. Record.

The minutes of the meeting shall reflect such disclosures, the action taken with respect to them, and the names of the persons present and voting.

§ 1. Private Inurement.

No part of the net earnings of the Church shall inure to the benefit of, or be distributable to, its members, directors, trustees, officers, the Gastropope, or any other private person, except that the Church shall be authorized and empowered to pay reasonable compensation for services actually rendered, and to make payments and distributions in furtherance of the religious purposes set forth in Article II.

§ 2. Lobbying.

No substantial part of the activities of the Church shall be the carrying on of propaganda, or otherwise attempting to influence legislation.

§ 3. Political Campaigns.

The Church shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

§ 4. Other Prohibited Activities.

Notwithstanding any other provision of these Bylaws, the Church shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

§ 1. Dissolution.

The Church may be dissolved only upon a resolution of the Society adopted by a two-thirds majority and ratified in writing by the Gastropope, or, if the See is then Vacant, by a resolution of the Society adopted by unanimous vote of all members then in office.

§ 2. Distribution of Assets.

Upon dissolution of the Church, after paying or making provision for the payment of all of the liabilities of the Church, all of the remaining assets of the Church shall be distributed exclusively to one or more organizations organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes which shall at the time qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), or to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made by the Society pursuant to a plan of dissolution adopted in accordance with applicable law.

§ 3. No Private Benefit upon Dissolution.

Under no circumstances shall any portion of the assets of the Church, upon dissolution, inure to the benefit of any private person, any member of the Faithful, any officer, any member of the clergy, or the Gastropope.

§ 1. Ecclesiastical Provisions.

Any article or section [Sectio] of these Bylaws addressing matters of doctrine, scripture, liturgy, sacrament, canon, ordination, religious discipline, the office or powers of the Gastropope, the procedure of succession, or the clerical hierarchy, may be amended only by written decree of the Gastropope.

§ 2. Civil Provisions.

Any article or section of these Bylaws addressing matters of civil and temporal administration of the Church may be amended upon the affirmative vote of two-thirds of the members of the Society, with the written concurrence of the Gastropope.

§ 3. Determination in Cases of Ambiguity.

In the event of doubt as to whether a provision is ecclesiastical or civil for purposes of amendment, the determination of the Gastropope shall be final.

§ 4. Conformity with Law.

No amendment to these Bylaws shall be adopted that would cause the Church to fail to qualify as an organization described in Section 501(c)(3) of the Internal Revenue Code.

§ 1. Interpretation.

These Bylaws shall be interpreted according to their plain meaning. In the event of ambiguity, matters of doctrine and ecclesiastical governance shall be interpreted by the Gastropope, whose interpretation shall be final; matters of civil and corporate governance shall be interpreted by the Society in conformity with the Washington Nonprofit Corporation Act.

§ 2. Severability.

If any provision of these Bylaws is held to be invalid or unenforceable under applicable law, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect.

§ 3. Headings.

The headings of articles and sections in these Bylaws are for convenience of reference only and shall not affect the interpretation of the provisions hereof.

§ 4. Gendered Language.

Wherever in these Bylaws words of one gender are used, they shall be deemed to refer equally to any other gender as the context requires.