BY-LAWS

OF

THE CHURCH OF UNIVERSAL ECLECTIC WICCA

Article I.

Section 1 Name:

The name of the organization is The Church of Universal Eclectic Wicca, Inc.

Article II. Organizational Authority

The church of Universal Eclectic Wicca, Inc. is incorporated under Virginia law, as a non
profit, Limited Liability Corporation

Article III. Type of EntityThe Church of Universal Eclectic Wicca, Inc. is a not for
profit limited liability corporation desiring tax exempt status under Section 501(c)(3) of
the Federal Tax Code.

Article IV. Offices

The principle office of the church in the State of Virginia , shall be located in the city of
Great Falls, County of Fairfax . The Church may have such other offices, either within or
without the State of Virginia , as the Board of Directors may determine or as the affairs of
the church may require from time to time.

The church shall have and continuously maintain in the State of Virginia a registered
office, and a registered agent whose office is identical with such registered office, this
registered office may or may not be the principle office, and its location may change as
needed. In addition, placement of all offices and officers will be in accordance with the
State, Federal, County and local ordinances that may apply.

Article V. Purpose

Section 1 Goals: The Church of Universal Eclectic Wicca (CUEW) has five main
purposes, defined as:

1. Provision of religious services and brotherhood to the greater Wiccan public. CUEW
will provide religious services at least once every two-months that are open to the public
and within the tenets of Universal Eclectic Wicca as defined in the book All One Wicca:
A Study in the Universal Eclectic Tradition by Kaatryn MacMorgan. Said religious
services may vary in location and type. The church will also provide marriage, funeral
and religious counseling services as other churches do, and may, if at such time
membership approves and can afford to do so, provide an open to the public food pantry
and similar charitable organizations. (See Attachment One:"Three Examples of a typical
religious services" and Attachment Two:"A UEW marriage process")

2. To serve as a non-political watchdog for the Pagan public. This being the legal
protection of Pagans and Paganism and continuing defense of First Amendment Rights
and second the protection of Pagans and Non-Pagans from dangerous or fraudulent
clergy. In addition, the CUEW intends to prevent slanderous and libelous use of the
words "Wicca" and "Wiccan" and the deliberate tarnishment of practitioners of the
Wiccan religion and similar religions. This may include, if the congregation sees fit, the
establishment of a legal defense fund. This will never include endorsement or disapproval
of a political party or politician but may result in open disapproval of anti-pagan religious
organizations which are political in nature. This will also include open defense against
the teaching of religions in our public and therefore non-religious schools.

3. To serve as an educational and networking organization. This being the education of

the Non-Pagan community as to what Paganism is and what Pagans do, thereby
preventing prejudice against Pagans and Pagan peoples. In addition, CUEW will also
match educators and students within the various Pagan denominations. CUEW will also
train clergy within the Universal Eclectic Tradition of Wicca.

4. To serve as a civil rights organization. This includes helping to prevent prejudicial

treatment on ANY BASIS beyond open violation of just laws.

5. To serve as a philosophical and religious research and education society. This includes
accessible and safe education for both secular Pagans and would be clergy, and the
promotion study of related fields in historical and philosophical research, such as
Archeology, translation, book preservation, Thelema, Enochiana, and ancient alternative
medicines.

Section .2 Limitations

No part of the net earning of the corporation shall inure to the benefit of, or be
distributable to its members, trustees, officers or other private persons, except that the
organization shall be authorized and empowered to pay reasonable compensation for
services rendered and to make payments and distributions in furtherance of the purposes
set forth in the purpose clause hereof. No substantial part of the activities of the
organization shall be the carrying on of propaganda, or otherwise attempting to intervene
in (including the publishing or distribution of statements) any political campaign on
behalf of any candidate for public office. Notwithstanding any other provision of this
document, the organization shall not carry on any activities not permitted to be carried on
(a) by an organization exempt from federal income tax under Section 501(c)(3) of the
Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by
an organization, contributions to which are deductible under Section 170(c)(2) of the
Internal Revenue Code, or corresponding section of any future federal tax code."
Article VI: Organization

CUEW shall be run by a democratic council of UEW Wiccans who strive to keep our
rules just and protective, while being as unrestrictive as possible. Details of this council,
appears in Article VI. Our organization encompasses both individuals and groups, and
while Universal Eclectic Wicca is the preferred belief, does not endorse any particular
thought or religious belief other than the sanctity of our religious freedom and the three
great writings of Universal Eclectic Wicca, those being the Affirmation of
Acknowledgement, The Five points of Wiccan Belief and the Oath of Practice.

While we do not promote one view of Paganism, all groups and educators represented
and endorsed by us must follow a basic set of rules and code of ethics (article IV), or risk
losing all protection, representation and student access. Individuals are encouraged to
report infractions and complaints to us, if these complaints are found to be truthful after
investigation, CUEW will take action against the individual or organization, included, but
not limited to, involving the police or filing legal action.

Article VII: Ethics of members and Member organizations.

Section 1: All groups and individuals seeking membership in CUEW must follow the
Wiccan Rede: "An it harm none, do as you will," whether Wiccan or not. This includes
not only physical harm to individual people, but "Brainwashing," body altering, and
animal sacrifice. In addition, all groups/individuals must abide by the other Points of
Wiccan belief, and the Affirmation of Acknowledgement . Those wishing to teach UEW
must go through approved (See Attachment Three:"Approved training processes")
training leading up to signing the Oath of Practice . In addition, all members must act in a
manner that upholds the ethics outlined herein.

Section 2: No CUEW organization may charge education fees, or any fees beyond supply
fees (supply fees include rent of a space to hold meetings, candles, food and books, but
NOT advertising.) Likewise, no group represented may designate a store or crafter from
whom supplies MUST be bought. Groups that rent or own a worship or community
building may choose to defray the costs associated with that building among its members,
but payment in this case will be voluntary.

Section 3: All groups represented must exclude minors from religious activities unless the
parent or guardian accompanies the minor or gives written consent for the minor to
attend. Rituals at which people under the age of eighteen are present may not be
performed "Skyclad"

Section 4: If the leader of a group has say over the personal lives of his/her followers
beyond the realm of spiritual advice, or should claim to be a messiah, the re-incarnation
of a god or important person, or claim to be super-human and therefore demand worship,
CUEW will NOT, under any circumstances, refer people to, protect, advertise or in any
way endorse said group.
Section 5: CUEW will not endorse or represent groups that demand that its members go
Skyclad, demand oaths of fealty or obedience, or expect sexual favors from its members,
including those groups that expect members to be involved with sexual rites to "advance"
within the circle. Likewise groups demanding self- or other- mutilation (i.e.: tattoos, body
piercing) or drug use, cannot be endorsed or represented.

Section 6: Sexual rites will not take place at organized gatherings of CUEW. Members
performing such rites at non-sanctioned events will follow the following rules or face
possible expulsion from the group: Rites must be consented to by both parties,( a minor,
under law, cannot give consent.) Such rites may not be attended by minors, and any
participation by any party must be voluntary, without penalty for those who choose not to
attend. Said rites must not be in violation of local laws.

Section 7: Represented groups may not discriminate on ANY BASIS, including sexual
orientation, age (see Section 3,) race, religion (those opposing an organization or
educator's views in an obstructive or offensive manner should be asked to leave,) political
ideals, past religious history, or sex (unless the organization advertises as a subgroup for
women only or men only, with no exclusion of those who may have started life with
another, no, or both gender(s).)

Section 8: CUEW will represent primarily Universal Eclectic Wiccan persons, but will
extend service to all Pagans. A Pagan herein is defined as a member of a non-Abrahamic
religion who self-identifies as Pagan or Neo-Pagan. (As such no organization basing its
beliefs on a Christian Mythos, including Satanism, will be represented.) Pagan Christian
organizations and Pagan Jewish organizations may be endorsed on a group by group basis
if all other articles apply and the President, VP and a Representative of said group agree
upon said representation and endorsement.

Section 9: Those groups whose purpose is to convert, or who preach an "Only way" and
do not extend basic respect to those whom they disagree with will be excluded from
CUEW's membership. We believe such actions to be contrary to The Wiccan Rede and
thus contrary to Section 1.

Article VIII: Individual's rights

#1: Individual members' names, addresses and other information will not be revealed to
ANYONE except CUEW staff members unless a written request in writing is made by
that individual or as required by law.

#2: If a referral to CUEW is made by another group or individual, that group or

individual's name will be included on an initial contact form.

#3. If a person wishes to refer themselves to another organization or an instructor through

CUEW arrangements will be made to protect the privacy of that person.
#4. If you a complaint is made about someone CUEW endorses, it will be investigated
and, if found valid, may be acted upon. Where the complaint involves a matter
appropriate for the legal courts of the municipality in which it occurred, it will be referred
to the appropriate jurisdiction.

#5. If someone makes a complaint about an endorsed group, that group may be informed
of the complaint. Where possible, CUEW will make arrangements for mediation between
all sides.

#6. If asked, CUEW will inform people of the number of complaints an organization or
educator has received, and the status of those complaints, it is not our position, however,
to actively discourage a person from talking to another.

#7:Any CUEW staff member not respecting the rights above will be removed from duty
for a period not less than one year.

Article IX: Representation, Convocation and Membership of CUEW

Section 1. The Triad

The Triad will be the executive branch of the organization. The Triad will consist of
three members. Although they will be equal in power, they can consist of either three
third circle members or a combination of a third circle member and up to one student
each that is a second circle student working on a third circle project or a Second Circle
student more than halfway through their Second Circle studies. The tenure of a Triad
member should not exceed ten years, and each Member is expected to choose, and train,
their replacement.

The duties of the triad will be as follows:

• The Triad makes the “laws” for tradition membership and changes them as
needed.

• The Triad is responsible for maintaining the CUEW website, and the online
archive and textbook (All One Wicca)

• The Triad is responsible for CFFN and its operations.

• The Triad is expected to set fees, etc., as needed to provide for operating expenses
for CUEW and the Coven of the Far Flung Net, including websites, email, etc

• The Triad serves as a legal entity in charge of the organization.

 • The Triad provides for the dissemination of tradition information, advertising both
to non-members and members, and for the protection of proprietary information
and intellectual property.

• The Triad shall act in an accountable and transparent manner.

8. Triad decisions should be unanimous whenever possible. A 2/3 majority is

acceptable, but not desirable. A minimum of 3 weeks of debate should occur if only 2/3
are in agreement. If the view of the majority is so heinous to the minority member that
s/he can’t disagree and still accept the vote, then it will go to the Council of Elders
(described in Section III). This should be rare. If the Council agrees with the 2/3, the vote
passes. If they disagree, modification MUST be made to the proposal. A short statement
detailing the reason for the vote, the outcome and the dissenting opinions, if any, should
go in the archive.

• The Triad will divide duties according to the strengths of the individuals serving.
Information on these divisions will be available to the Members. A triad member
must train his/her successor, or the other Triad members in technically specific
duties prior to resignation, or end of term

10 The Triad is responsible for determining their duties and projects, and how they
benefit the organization.

11 The Triad makes all decisions on what groups and individuals are to be extended
membership in CUEW as well as their continued membership.

12 If 2/3 of the Membership (described in Article XI), and the Council of Elders, agree
that a member of the Triad must be removed, s/he will step down with grace and his/her
successor will be the one s/he trained, unless there are extenuating circumstances. Voting
on the removal of a member of the Triad will be conducted by the Council of Elders.

• The Triad will list their duties into a publicly available document.

• In the unlikely event of complete incapacity of a Triad member who has not
designated a successor, the Triad will call a meeting with the Council of Elders,
and a new Triad member will be elected to serve until either the original member
recovers, or permanently.

• The Triad has the power to perform any and all duties imposed on them
collectively or individually by law, by the Articles of Incorporation, by these
Regulations, or by proper act of the members

• The Triad may appoint and to remove, to employ and to discharge, and except as
otherwise provided in these Articles, to prescribe the duties and to fix the
compensation, if any, of all officers, agents and employees of CUEW
 • The Triad will supervise all officers, agents and employees of CUEW to assure
that their duties are performed properly

• The Triad may borrow money and incur indebtedness on behalf of the
corporation, and cause to be executed and delivered for the corporation's
purposes, in the corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations, and other evidences of debt and
securities.

• The Triad shall not be personally liable for the debts, liabilities, or other
obligations of the corporation, nor shall they be liable to either the corporation or
its members for monetary damages for a breach of fiduciary duties unless the
breach involves:

(a) a Triad member’s duty of loyalty to the corporation or its members;

(b) acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law;

(c) a transaction from which the Triad Member derived improper personal benefit.

20. Triad members shall serve as Trustees without compensation except that
actual and necessary expenses incurred in such service may be advanced or reimbursed to
them upon approval by the Board.

Any such compensation shall be subject to the requirements of Sections 501(c)(3) and
170(c)(2) of the Internal Revenue Code, or the corresponding section of any future
federal tax code.

Section 2: Prohibition on Triad Members

The members of the Triad may not hold office in any other organizations beyond their
own coven or tradition if that office would cause their decisions to be affected or swayed
by the hierarchy of another group. Completely unrelated offices, such as honorariums,
political offices, and other secular positions of authority are not considered to affect
decisions within CUEW.

Section 3. The Council of Elders

The Council of Elders will be the advisory body to the Triad and to CUEW. Membership
in the Council of Elders is available to any member of CUEW who has achieved the
Third Circle (completed their project and had it approved) and has expressed interest.
With the exception of settling a vote or removal of a triad member, the council’s job is to
add to the body of UEW practice, liturgy and philosophy in sensible ways. It works on
simple majority vote. It is possible for individuals to be members of the Triad and the
Council of Elders simultaneously, however dual members will still receive only one vote.
The Council of Elders will hold an annual vote for Chief Elder. The first Chief Elder,
who will serve from the ratification date of these bylaws, is to be Kat MacMorgan.

Article X: Endorsement of other Covens/Clergy as a part of CUEW

Section 1: Any group which shows itself to be in agreement with the ethics of CUEW and
whose leaders have achieved status as AT least a lay-minister (Second Circle) and have
signed the Oath of Practice may operate as CUEW groups if approved by the Triad. The
Triad must review the bylaws of the proposed organization, and must review any
subsequent amendments or changes to those bylaws.

Article XI: Types of Membership: Ordination of Ministers and election of Leaders

as per UEW beliefs

Section 1: CUEW is divided into five "Types" of membership,

1. Pre-First Circle, which includes those with little or no knowledge of UEW or Wicca
and those registered or registering for an introductory course in UEW or doing similar
course work,

2.First circle, which includes only those having demonstrated knowledge of The Five
points of Wiccan Belief.

3. Second Circle, in which a higher degree of knowledge and signing of The oath of
practice are required.

4. The Third Circle, in which an independent project has determined a "higher level" of
Devotion to a "Path" of UEW.

5. Clergy.

Section 2: There are Four types of Clergy/Leaders in UEW these are:

1.Elected Clergy are the leaders of covens or meeting groups over 8 people in number
that have been elected by a one person=one vote election in their respective coven.
Elected Clergy may be of any circle within the UEW tradition, but are required to take
the Oath of Practice (see Clergy Association for more info.) Each group may have 2
elected clergypersons. Groups over 13 in number may add one more for every 10
members, if they see fit . Covens under 8 in number may appoint clergy but such clergy
are not eligible to be members of the AUEWC.

2.Lay ministers are UEW persons who have completed the First Circle, submitted a
notarized copy of The Oath of Practice and spent a minimum of 20 weeks in the Second
Circle, including time training in the Second Circle. Lay ministers have all of the abilities
of full, ordained ministers except that Lay ministers cannot initiate someone into the
Third Circle or Ordain Priests. In addition, Lay ministers are required to have contact
with an ordained Clergy person when officiating at marriage and end of life services. This
ordained person will be responsible for any required signatures on relevant paperwork
and is required to attend the ceremony.

3.Provisional Clergy: Provisional Clergy are those persons not meeting the requirements
for full ordination but approved to serve as if they were Ordained Clergy by the
sponsorship of three Ordained persons, and by virtue of training that, while not exactly
that of the ordained clergy, is deemed equivalent. Provisional Clergy will have all the
abilities of Ordained Clergy except the ability to ordain priests.

4.Ordained ministers, sometimes called "Monastic Clergy" are UEW persons who have
completed the First and Second Circles, submitted a notarized copy of The Oath of
Practice and spent a minimum of 1 year, preferably two in the Third Circle. In addition,
these Ordained clergy are required to have a level of college education. Monastic clergy
can be ordained with a minimum of 18 credit hours in human service, Psychology,
religion, social work or related fields, PROVIDED that the clergy person expresses an
intent to complete a four-year degree in social service, religion, philosophy, divinity,
psychology, Social Work, Human Service, or related field or an advanced degree in one
of those fields, medicine, law or natural sciences. Each of these degrees represents a
different specialization within the ministry and persons are expected to serve in a manner
appropriate to their field.. Persons have 10 years from initial ordination to complete such
course work. Ordination is performed by an ordained clergyperson of CUEW and ratified
by a 2/3 vote of AUEWC. Persons listed in attachment four: "Grandfathered in Ordained
ministers" do not require their ordination to be ratified but are ordained by their presence
upon that list as of the date these bylaws are accepted. (See Attachment four) Ratified 14
May 2001.

6. Resignation of membership in CUEW

Any member of CUEW may resign at any time by providing written resignation via US
Mail or electronic means to any member of the Triad or Council of Elders.

A member to whom electronic mail has been undeliverable for at least six continuous
months shall be deemed to have resigned for the purposes of this section, but such a
membership shall be immediately reinstated upon written request submitted by such a
member to the Triad.

The Triad may also revoke membership of individuals or groups who do not complete
required work in a CUEW affiliated coven, who change their bylaws or operating
procedures such that the Triad feels they are no longer in accordance with the goals of
CUEW, or for other reasons as agreed by the Triad and the Council of Elders.

Article XII Meetings

Section 1. Annual Meeting

An Annual Meeting of the Triad shall be held at a time and place convenient, and may
take place via electronic or physical means. Should funds be available, and the Triad
desires a physical meeting, funds can be provided by the Organization if a unanimous
vote by the Triad is made.

Section 2. Special Meetings

The Triad may convene a special meeting of members at any time and place, and shall
expeditiously convene such a meeting upon petition by at least ten percent of the voting
members. At a special meeting of members, the only business to be conducted shall be
that business which was stated or reasonably implied in the notice of the meeting.

Section 3. Quorum
All members of the Triad must be present either physically or electronically in order to
constitute a quorum. However, under the highly unusual circumstance of a Triad
member’s complete inability to attend through incapacity, and the impossibility of the
meeting being rescheduled, the incapacitated Triad member will designate a proxy, an
alternative temporary Triad member to stand in, or, if the incapacity is so severe as to
constitute inability to designate, the Chief Elder will fill in for the Triad member.

Article XIII Use of Intellectual Property

Section 1. The name of this organization may not be copied, used, or issued by anyone
for any purpose except as authorized in these Articles or by resolution of the Triad. The
foregoing abbreviations and contractions readily identifiable with the Church of
Universal Eclectic Wicca, including, but not limited to, "CUEW" and "UEW."

Section 2. Any logos created for use of this organization may not be copied, used, or
issued by anyone for any purpose except as authorized in these Articles or by resolution
of the Triad. The foregoing provision reserving use of logos shall apply to all variants
that are readily identifiable.

Article XIV Monetary Instruments, Deposits and Funds

Section 1. Execution of Instruments

The Triad may authorize individual Triad members, by resolution to enter into any
contract or to execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific instances. Unless
so authorized, no Member, agent, or employee shall have any power or authority to bind
the corporation by any contract or engagement or to pledge its credit or to render it liable
monetarily for any purpose or in any amount.

Section 2. Checks and Notes

Except as otherwise specifically determined by resolution of the Triad or as otherwise
required by law, checks, drafts, promissory notes, order for the payment of money, and
other evidence of indebtedness of the corporation shall be signed by the Triad member
designated as Treasurer and countersigned one other Triad member except that the
Treasurer is hereby authorized to sign checks, drafts, promissory notes, order for the
payment of money and other evidence of indebtedness of the corporation in the amount
of one-hundred dollars ($100) or less without the counter-signature of another Triad
member.

Section 3. Deposits

All funds of the corporation shall be deposited from time to time to the credit of the
corporation in such banks, trust companies, or other depositories as the Triad may select.

Section 4. Gifts
The Triad may accept on behalf of the corporation any contribution, gift, bequest, or
devise for the charitable, religious, educational, and scientific purposes of this
corporation.

Article XV Corporate Records, Reports, and Seal

Section 1. Corporate Records.

Under the supervision of the Triad member elected as Secretary, the corporation shall
maintain at its principal office in the Commonwealth of Virginia:

(a) A copy, certified by the Secretary of the Commonwealth of Virginia, of the Articles
of Incorporation and any amendments thereof;

(b) A written copy, certified by the Secretary of the corporation, of the Regulations as
amended to date.

The Secretary shall take all reasonable steps to assure that no vital records of the
corporation are in the sole possession of any one officer or agent of CUEW. The Rules of
CUEW shall specify a location where the following records shall be kept, maintained,
and appropriately made available:

(a) A copy, as recorded within the past thirty (30) days in a form approved by the
Secretary, of the minutes of all meetings of Trustees, committees of the Board, and
minutes of all meetings of members, indicating the time and place of holding such
meetings, whether regular or special, how called, the notice given, and the names of those
present and the proceedings thereof;

(b) A copy, as recorded within the past thirty (30) days in a form approved by the
Secretary, of adequate and correct books and records of account, including accounts of
the corporation's properties and business transactions and accounts of its assets,
liabilities, receipts, disbursements, gains and losses;

(c) A copy of all significant correspondence between the corporation and any statutory
authority, including copies of all required reports, returns, and identification numbers or
codes.

Section 2. Corporate Seal

The Triad may adopt, use, and at will alter, a corporate seal. Such seal shall be kept in
the custody of the Secretary. Failure to affix the seal to a corporate instrument, however,
shall not affect the validity of such instrument

Article XVI Indemnification of the Triad, the Council of Elders, and Agents

Section 1 Indemnification
To the extent that a person who is or was a member of the Triad, of the Council of Elders,
or other designated agent, of, this corporation has been successful on the merits in
defense of any civil, criminal, administrative or investigative proceeding brought to
procure a judgment against such person by reason of the fact that he or she is or was an
agent of, or volunteer of, the corporation, or has been successful in defense of any claim,
issue or matter, therein, such person may be indemnified against expenses actually and
reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her,
then indemnification against expenses, judgments, fines, settlements and other amounts
reasonably incurred in connection with such proceedings may be provided by this
corporation but only to the extent allowed by, and in accordance with then prevailing
laws of the Commonwealth of Virginia.

Section 2 Insurance
In accordance with then prevailing laws of the Commonwealth of Virginia, the Triad may
adopt a resolution authorizing the purchase and maintenance of insurance, or similar
protection, on behalf of any person who is or was a member of the Triad, Council of
Elders, or another designated Member of the corporation, against any liability asserted
against him or her and incurred by him or her in any such capacity, or arising out of his or
her status as such, in accordance with the then prevailing laws of the Commonwealth of
Virginia.

Article XVII Fiscal Year and Annual Report

Section 1 Fiscal Year
The fiscal year of the corporation shall begin on the first day of January and end on the
last day of December in each year.

Section 2 Annual Report

The Board shall cause an Annual Report to be furnished not later than one hundred
twenty (120) days after the close of the Fiscal Year to all Triad members. The Annual
Report shall be accompanied by any report thereon of independent accountants, or, if
there is no such report, the certificate of an authorized Officer of the corporation that such
statements were prepared without audit from the books and records of the corporation.
The Annual Report shall contain the following information in appropriate detail:

(a) The assets and liabilities, including the trust funds, of the corporation as of the end
of the fiscal year;

(b) The principal changes in assets and liabilities,

including trust funds, during the fiscal year;

(c) The revenue or receipts of the corporation, both

unrestricted and restricted to particular purposes, for the fiscal year;

(d) The expenses or disbursements of the corporation, for both general and restricted
purposes, during the fiscal year; and

(e) The general circumstances and aggregate amount of any one or more
indemnifications or transactions in which a Trustee of the corporation had a direct or
indirect material financial interest involving more than ten thousand dollars ($10,000) in
the aggregate.

Article XVIII Amendment

Amendment to these bylaws can only be made by written instrument approved by a 2/3
vote of the Triad AND a majority vote of the Council of Elders.

Article XIX Dissolution

Section 1. Procedure
Voluntary dissolution of this corporation shall be proposed as a resolution of the Triad.
Such a resolution shall be put to the members, and approved by them, in a mail ballot
conducted in accordance with these Regulations, provided that at least fifty percent
(50%) of the ballots sent to members are returned valid in time for counting, and
provided that at least two-thirds of the ballot votes thus cast on the resolution are votes of
approval.

Section 2. Distribution of Assets

No member, Triad Member, Member of the Council of Elders, employee, or other person
connected with this corporation, nor any private individual, shall be entitled to share in
the distribution of, and shall not receive, any of the corporate assets on dissolution of the
corporation.

All members of the corporation shall be deemed to have expressly consented and agreed
that on dissolution or winding up of the affairs of the corporation, whether voluntarily or
involuntarily, the assets of the corporation, after all debts have been satisfied, shall be
distributed as required by the Articles of Incorporation of this corporation and not
otherwise.

Upon dissolution of the Church, the Triad shall, after paying or making provisions for the
payment of all the liabilities of the church, dispose of all the assets of the church
exclusively for the purposes of the church in such a manner, or to such organizations
organized exclusively for charitable, educational, religious or scientific purposes as shall
at the time qualify as an exempt organization or organizations under section 501 (c) (3) of
the Internal Revenue Code of 1954, or the corresponding provisions of any subsequent
law, as the Board of Trustees shall determine. Any such assets not so disposed of, shall be
disposed of by the Circuit Court of Fairfax County, Virginia, exclusively for the purposes
or to such organizations as said court shall determine, which are organized and operated
exclusively for such purposes.

Article XX Duration

The Church of Universal Eclectic Wicca, Inc. shall be of perpetual duration.

Article XXI Non Profit Provision

No part of the earnings of the church shall enure to the benefit of, or be distributed to, its
members, Triad, Council of Elders, or any other private person, except that the Church
shall be authorized and empowered to pay a reasonable compensation for services
rendered and to make payments and distributions in furtherance of the purposes set forth
in Article V hereof. Not withstanding any other provision of these articles, the Church
shall not carry on any other activities not permitted to be carried out by (a) a church
exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code
(or the corresponding provisions of any future United States Internal Revenue Code) or,
(b) a church, contributions to which are deductible under Section 170 (c) (2) of the
Internal Revenue Code (or the corresponding provision of any future United States
Internal Revenue Law.) All references herein to provisions of the Internal Revenue Code
of 1954 shall be deemed to include statutes which succeed such provisions (i.e., the
corresponding provisions of future United States Internal Revenue Laws.)