Elderflower Bylaws
Adopted December 2025
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ELDERFLOWER WOMENSPIRIT FESTIVAL BYLAWS
INTRODUCTION AND PURPOSE
1. The name of our organization shall be “Elderflower Womenspirit Festival”. Referred to hereafter as “Festival” or “EWF”.
2. The purposes of our Festival shall be:
a) Producing an annual women and girls-only (earth-based) spirituality festival.
b) Other purposes aligned with the intent of creating a women’s spiritual community.
c) This gathering will be focused on achieving the objective as stated in the Elderflower Womenspirit Festival Mission Statement.[1]
3. The purposes of the Festival shall be carried out without the intent of financial or material gain for its individual members. All monetary accretions to the Festival shall be used for promoting the organization’s objectives and the goals declared in the Festival’s Mission Statement.[1]
4. Paragraph 3 (above) and ARTICLE VII and XII and this paragraph of the Bylaws are unalterable.
[1] Elderflower Womenspirit Festival Mission:
To create a women and girls’ festival with a focus on earth-based spirituality and honoring the sacred female through the Goddess. We celebrate our spirituality by sharing knowledge, music, arts, and ritual. Elderflower strives to provide a welcoming and empowering environment for all women.
ARTICLE I. NON-PROFIT STATUS OF THE FESTIVAL
Section 1.
EWF is a religious public charity with a 501(c)3 non-profit status through the determination of the IRS.
Section 2.
The Organization’s Treasurer (currently a position held by a Core Council member) is responsible for the maintenance of all required records and submission of all required Federal and California State forms.
Section 3.
As a requirement of the 501(c)3 non-profit status, the Festival hereby agrees that there will be no political endorsements or donations made by the organization to any political candidate or political party.
ARTICLE II. MEMBERSHIP
Section 1. Membership
a. Membership in the EWF organization shall be open to those who have attended the annual Elderflower Womenspirit Festival. Every person who registered and attended the Festival will be considered a voting member for a given number of years defined in the Guidelines, Policies, and Procedures document. New registrants shall have general member benefits, and voting membership is dependent upon actually having attended the festival at least once.
b. Membership shall also be available to former festival attendees and to volunteers as outlined in the Guidelines Policies and Procedures Document.
c. The organization has classes of membership. One or more of which will have the authority to vote at meetings. The classes of membership shall be defined in the Guidelines, Policies, and Procedures.
d. Membership benefits and responsibilities shall be defined in the Guidelines, Policies and Procedures document.
Section 2. Members shall cease to be members:
a. Upon submission of a resignation letter written in hard copy or electronic format and signed by the member to an active member of the Core Council.
b. In the event that it is determined that a member has engaged in open and consistent disruptive behavior or acted to purposefully undermine volunteer staff, the purpose of the festival or other Elderflower Womenspirit events. This decision will be made according to the established Guidelines, Policies and Procedures. Consistent and disruptive behavior shall be defined as: causing harm to individual members of the Festival community; acting in a way contrary to the Elderflower Womenspirit Mission Statement[1], or in the case of malfeasance, fraud, embezzlement, or theft.
c. Upon death.
ARTICLE III. MEETINGS OF MEMBERS
Section 1.
An Annual Meeting will be held each year at the Festival. The meeting is open to all members in attendance, and all are encouraged to attend. The meeting provides the Core Council with the opportunity to report on the status of the Festival and to hear concerns from the community.
Section 2.
No fewer than two community meetings will be held outside of the Festival per year. These meetings will be held in person and/or virtually, to encourage the number of attendees. The purpose of these meetings is to provide the membership with information on the status of the festival, and elicit feedback from the community.
Section 3.
Committee meetings. As needed, Core Council and community members will meet in groups on issues to support and grow the festival. Example: Guidance, Policies, and Procedures.
Section 4.
Membership Quorum for voting purposes – will consist of a percentage of members attending the meeting. Attending Core Council members will not be included in the percentage. The percentage is defined in the Guidelines, Policies, and Procedures.
Section 5.
Notice for meetings: The annual meeting will be held at a time and place during the festival that is well advertised. Notice of regular community meetings scheduled during the year will be made via email, newsletter, and social media.
ARTICLE IV. CORE COUNCIL “CORE”
Definition – The festival shall be produced by a core organizing committee known hereafter as the Core Council (Core).
a. The number of members of the Core shall be composed of volunteers from the membership, and shall not be less than three, and not more than seven. The descriptions and functions of the Core Council member positions shall be addressed in the Elderflower Operations Handbook.
b. The focus of the Core shall be the production and continuation of the annual Festival according to the Mission Statement[1], taking into account the past historical record of Core Council and festival community decisions, and shall conduct meetings with the intent to represent the membership as a whole.
Values – The Core Council shall operate in harmony with the concept that the Core serves the needs of the festival membership and greater community – by acting consistently with this in mind, the Core shall accept the work as service to the Goddess. Meetings are therefore held in the context of sacred circle space, after calling directions and calling the Goddess. By doing this, the Core can conduct a regular business meeting which will also act as a ritual to strengthen and confirm the spiritual grounding of the Festival organization and membership.
a) Pledge of Communication Values – All Core Council members shall pledge to follow the Communication Values. The definition of the Core Council Communication Values will be outlined in the Core Council section of the Guidelines, Policies and Procedures document.
Section 1.
Core Council Meeting Quorum – The definition for a Quorum of Core Council members for Council meetings will be found in the Core Council Section of the Guidelines, Policies and Procedures document.
Section 2.
How Volunteers become Core Council Members – The procedure for joining the Core Council shall be outlined in the Core Council Section of the Guidelines, Policies and Procedures document.
Section 3. Term of Service for Core members
a. The term of an individual Core Council member should be a commitment of a minimum of three years.
b. A core member from a previous year’s Core Council may re-commit to the Core without making a new minimum commitment of three years.
c. Each member of the Core who has completed seven continual years of service must leave the Core for a minimum of two years. An exception to this rule can be made under special circumstances.
d. Details regarding a Core Council member’s Term of Service are outlined in the Core Council Section of the Guidelines, Policies and Procedures document.
Section 4. Removal – Core members may be removed from the Core Council for cause, by a consensus decision of the rest of the Core, or via a special resolution and voting process by mail-in or email ballot. The special resolution and voting procedure shall be described in the Core Council section of the Guidelines, Policies and Procedures document.
a. Malfeasance, or
b. On the basis of evidence of open and consistent disagreement with the Festival or its purposes to the point of disrupting the operation of the Festival, or
c. Other causes as outlined in the Guidelines Policies, and Procedures.
FINANCIAL RESPONSIBILITIES – The Core Council has the responsibility to handle the Festival finances in a manner to ensure that seed money is available for the next years’ festival and other activities that may be developed to support the Mission of the EWF organization in the future. The outline for determining a budget and festival fees is outlined in the Operational Handbook which describes the production of the annual festival.
Section 5. Borrowing – As regards borrowing
a. Zero interest loans up to a designated maximum of $5000 (indexed to inflation) may be allowed at the discretion of the Core. This money shall only be used for the purposes of covering deposits and down payments necessary for the production of the festival in the same fiscal year.
b. The only type of loan allowable shall be short term loans that will be due and payable by the end of the fiscal year (September 30).
c. Interest bearing loans shall not be allowed. Unsecured credit shall not be allowed. Credit cards shall not be taken out in the name of the Festival. Debit card/s may be issued for needed purchases.
Section 6. Audits
a. Regular audits shall be called for on a regular basis in the event that the organizations’ annual revenue exceeds $250,000.
b. The Core Council shall have the authority to assemble an Audit Committee for the purpose of selecting and overseeing an audit firm with expertise in handling non-profit audits. The committee to be composed of volunteer individuals, who are not currently serving on the Core, and who have knowledge and experience in finance management and/or non-profit management. The Chief Financial Officer (or Treasurer) will have responsibility for cooperating with the Audit Committee and for providing full access of the necessary financial records to the chosen audit firm.
ARTICLE V. OFFICERS
For the purposes of incorporating in the state of California, Core Council members shall serve as Board of Directors and be named to positions as required by the Secretary of State of the State of California. These required positions are Chief Executive Officer, Chief Financial Officer, and Secretary.
ARTICLE VI. COMMITTEES
The Core Council (or membership with approved petition from the Core Council) is authorized to create committees for ad hoc purposes under specialized circumstances.
ARTICLE VII. CONFLICT OF INTEREST
Members of the Core Council and member volunteers shall not derive any personal profit or gain, directly or indirectly, by reason of participation in planning the Festival. This provision shall be unalterable.
ARTICLE VIII. INDEMNIFICATION
The Core Council shall, to the extent legally permissible, indemnify a Core Council member who may serve or who has served at any time in a Core Organizing Council member position (Programs, Treasurer, Registration, Festival Logistics, Publicity & Communications, or Events Coordinator) against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which she may become involved by reason of service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the organization; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of Core Council members who are not at that time parties to the proceeding.
The indemnification provided hereunder shall insure to the benefit of the executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
This Article constitutes a contract between the Core Council and the indemnified Core Organizing Council member positions (Programs, Treasurer, Registration, Festival Logistics, Publicity & Communications, or Events Coordinator). No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified Core Organizing Council member position (Programs, Treasurer, Registration, Festival Logistics, Publicity & Communications, or Events Coordinator) under this Article shall apply to such Core Organizing Council member position (Programs, Treasurer, Registration, Festival Logistics, Publicity & Communications, or Events Coordinator) with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
ARTICLE IX. BOOKS AND RECORDS
Section 1. Financial – These records are held by the Treasurer.
Section 2. Membership – These records are held by the Registration and Membership Core Member and staff and shared freely with the Treasurer.
a. Membership records consist of a database of previous festival attendees as well as the contact information from people who have expressed interest in the festival.
b. No membership information, including personal and financial data, will be sold or shared with third parties without the members’ explicit consent.
c. This information may be used for the purposes of processing festival membership and providing member benefits and related activities.
d. Distribution of membership information in digital format is discouraged. This policy will be defined in greater detail in the Guidelines, Policies and Procedures document.
ARTICLE X. AMENDMENTS
Section 1.
a. Paragraph 3 of Introduction and Purpose; and Articles VII and XII may not be amended.
b. A proposal for an amendment to these bylaws can be written by an ad hoc committee consisting of a quorum of the Core Council, with a group of voting members. The committee will consist of at least one staff volunteer who has been in a major volunteer position for at least two years, and some voting members. Representation of proposal committee to include Maidens, Mothers and Crones, with at least one member being an Amazon.
c. The requirement for a proposed amendment and the procedures to follow for adoption shall be outlined in the Guidelines, Policies and Procedures document.
d. A proposed amendment will be adopted with a two-thirds majority of all the votes exercised by the voting members.
Section 2. Guidelines Policies and Procedures
a. The adoption of and alterations to the Guidelines Policies and Procedures document will be defined in the Guidelines Policies, and Procedures.
ARTICLE XI. ADDRESS OF THE FESTIVAL
Section 1. The festival will maintain a mailing address which will be published.
Section 2. For banking purposes, the address is the home address of the current Treasurer.
ARTICLE XII. DISSOLUTION
Section 1.
As the members shall resolve, and a two-thirds majority of all the votes exercised by the voting members approve, Elderflower Womenspirit Festival may be dissolved.
Section 2.
In the event of dissolution, all federal and state regulations shall be followed.
Section 3.
Upon the winding up of the organization and after all debts have been paid or provision for payment has been made, the remaining assets of the organization shall be paid, distributed, transferred or delivered to such charitable institutions as the membership decides.
Section 4.
This provision shall be unalterable.
ARTICLE XIII. OTHER MATTERS
In anything not specified in these by-laws, the Festival shall be governed by the Guidelines, Policies and Procedures document with special note taken to historical decisions of previous Core Councils.
[1] Elderflower Womenspirit Festival Mission:
To create a women and girls’ festival with a focus on earth-based spirituality and honoring the sacred female through the Goddess. We celebrate our spirituality by sharing knowledge, music, arts, and ritual. Elderflower strives to provide a welcoming and empowering environment for all women. (rev. 2025)
Finalized Dec. 2025
Written by the Elderflower Community
Bylaws Working Group
Artemis Passionfire, Deborah Bender, Dee S., Francesca T., Jeaniebyrd, Naomi CopperJet, Stacey.