Bylaws for eMiracleWorker.com Ministries

Article I-Purpose and Powers

  1. eMiracleWorker.com Ministries hereinafter referred to as “CORPORATION” is organized for the purpose of conducting any legal activity permitted to be conducted by non-profit corporations under the laws of the State of TEXAS and Section 501(c)(3) of the Internal Revenue Code. More specifically, in addition to those purposes specified in the Articles of Incorporation, this CORPORATION is organized to provide a means of biblical proclamation of the Gospel of Jesus Christ throughout the world. This CORPORATION will have the purposes or powers as may be stated in its Articles of Incorporation, and such powers as are now or may be granted hereafter by law. The primary purpose of this CORPORATION is to operate a non-profit ministry service and religious society exclusively for charitable purposes, with the right to receive and make contributions, circulate news-letters in a religious context, and all other services pertaining to ministry services including but not necessarily limited to founding and maintaining a church or churches, bible schools, evangelistic ministries, provision of charity, aid and benevolence to those in need, facilitating missions outreaches, establishment of orphanages and day care centers, and publishing endeavors.
  2. The CORPORATION is organized and shall be operated exclusively for Christian, religious, charitable, and educational purposes and it is authorized to accept, hold, administer, invest and disburse for Christian, religious, charitable and educational purposes such funds as may from time to time be given to it my any person, persons, or corporations, to receive gifts and make financial and other types of contributions and assistance to Christian, religious, charitable and educational organizations, and in general, to do all things that may appear necessary and useful in accomplishing purposes herein above set out. All of the assets and earnings shall be exclusively for the purposed herein above set out, including the payment of expenses incidental thereto; and no part of the net earnings shall inure to the benefit of any private shareholder or individual except that  reasonable compensation may be paid for services rendered to or for the CORPORATION affecting one or more of its purposes and no substantial part of its activities or of any organization to which it may contribute shall be for the carrying on of propaganda, or otherwise attempting to influence legislation or participate in or influence any political campaign, or any other activity which would disqualify the CORPORATION from tax exemption under Section 501 of the Internal Revenue Code or other applicable federal, state or local law or regulation now or hereafter enacted.
  3. All property shall be irrevocably dedicated to educational, religious and charitable purposes and shall be held in the corporate name of eMiracleWorker.com Ministries. eMiracleWorker.com Ministries is a nonprofit corporation organized and operated exclusively for educational, religious, and charitable purposes, which qualifies for exemption for Federal Income Tax under provision S501(c)(3) of the Internal Revenue Code. The purchase, sale, lease, mortgage or alienation of said real property shall be transacted according to the By-Laws of the CORPORATION.

Article II-Members

There shall be two classes of members of the CORPORATION as follows:

1.                  Limited voting members:  Limited voting members shall be also the officers and Directors of the CORPORATION for the year then in progress and the members of the advisory committee, if any. Said limited voting members shall only vote on the selection of Directors of the CORPORATION and for no other issue or matters. Limited voting members shall be available to all “born-again” believers in Jesus Christ who agree and subscribe to the tenets of faith  and the conflict of interest policy of this organization.

2.                  General members:  General non-voting membership shall be available to all “born-again” believers in Jesus Christ who agree and subscribe to the tenets of faith of this organization. General members shall have the privilege of attending the annual meeting of limited voting members and shall be afforded the privilege of speaking at said meeting although said non-voting members shall not be entitled to vote at said annual meeting.

Article III-Annual Meeting of Limited Voting Members

  1. The annual meeting of the limited voting members of the CORPORATION shall be held at the corporate offices, or at some other place designated in advance by the Board of Directors, preferable in the month of December of each year or no later than early January.
  2. The notice of the time and place of the annual meeting of limited voting members of the CORPORATION shall be transmitted at lest five (5) days previous thereto to each limited voting member of record entitled to vote at said annual meeting. The meeting may be held without notice if all limited voting members entitled to vote at the meeting are present in person, by telephone, or represented by a proxy or if notice is waived in writing either before or after the meeting by those so not present or represented.
  3. A majority of the record limited voting members of the CORPORATION which are entitled to vote at the annual meeting, present in person, by telephone, or by proxy, shall, except as otherwise provided by law, constitute a quorum at said annual meetings of limited voting members. If there be no such quorum, a majority of those limited voting members present or represented may adjourn the meeting from time to time without notice other than announcement at the meeting, until the requisite number of limited voting members shall be present or represented. At such adjourned meeting at which the requisite number of limited voting members entitled to vote thereat shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally called had there been a quorum.
  4. Meetings of the limited voting members shall be presided over by the CORPORATE President or, if he or she is not present and presiding, by the Vice-President or, if no such officer be present and presiding, by a Chairman to be chosen at the meeting. The Secretary of the CORPORATION or, in their absence, the Secretary chosen at the meeting for purposes of that meeting shall act as Secretary of the meeting.
  5. Each limited voting member entitled to vote at the annual meeting of limited voting members shall have one vote in person or by proxy for each office or Director to be selected by the limited voting members. At all elections of Directors by the limited-voting members, the voting shall be by ballot and a majority of the votes cast thereat shall elect.

Article IV-Board of Directors

  1. The Board of Directors of the CORPORATION shall consist of not less than three (3) persons and no more than seven (7) persons who shall hold office until the annual meeting of the limited voting members next ensuing after the organizational meeting or after their election, as the case may be, and until their respective successors are elected and shall have qualified. Members of the Board of Directors need not be members of the CORPORATION. A majority of the Board shall constitute a quorum for the transaction of business. The President of the CORPORATION shall automatically be a Director and the Chairman of the Board of Directors by virtue of the President’s office. The President shall hold such office without annual election until such times as he or she is removed, resigns, or dies as a hereinafter provided.
  2. Vacancies of the Board of Directors caused by death or resignation may be filled by a majority of the remaining Directors, through less than a quorum, and in case of any increase in number of Directors, the additional Directors may be elected by the votes of a majority of the Directors in office at the time of increase, though less than a quorum, and the Directors so chosen shall hold office until the next annual election and until their successors shall be duly elected and qualified. The Board of Directors shall have the power to alter, amend or repeal the By-Laws or adopt new By-Laws for the CORPORATION, which are not inconsistent with the Charter of the CORPORATION or the status of the CORPORATION as defined by Section 501 of the Internal Revenue Code, as amended. The affairs of the CORPORATION shall be managed by the Board of Directors. A Director may be removed for any reason from office by a majority vote of Directors of the CORPORATION in attendance in a meeting where a quorum has been declared.
  3. Meetings of the Board of Directors shall be held at such place within or without the State of TEXAS as may from time to time be fixed by resolution of the Board or as may be specified in the call of any meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board; and special meetings may be held at any time upon the call of the President, or the Vice-President, or any two Directors, by oral, electronic or written notice, duly served upon or transmitted or mailed to each Director not less than five (5) full days before the meeting. A meeting of the Board may be held without notice immediately after the annual meeting of the limited-voting members of the CORPORATION at the same place at which such meeting is held. Notice need not be give of regular meetings of the Board held at times fixed by resolution of the Board. Meetings may be held at any time without notice if all the Directors are present or if those not present waive notice of the meeting in writing. Meetings may be held by telephone conference call.
  4. A Director of this CORPORATION shall not be disqualified by her or his office from dealing or contracting with this CORPORATION, either as a service provider or product provider, or otherwise nor shall any transaction or contract of this CORPORATION be void or void able by reason of the fact that any Director or any firm of which any Director is a member of any corporation of which any Director is a shareholder, officer or director is in any way interested in such transaction or contract and any such interested Director shall be counted in determining whether a quorum exists at Directors’ meetings and may vote with the same effect as disinterested Director provided, however, that any such Directors shall disclose the nature of their interest to at least one other Director, who may or may not be similarly interested, and provided further that no such transaction or contract shall be void or void able should any of the other conditions set forth in law be met.
  5. The CORPORATION shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the CORPORATION) by reason of the fact that he is or was a Director, Officer, employee or agent of the CORPORATION as allowed by law.

Article V-Officers

  1. President. The President of the CORPORATION shall be chosen by the Board of Directors and shall hold the office for an unlimited term unless otherwise limited by the President at the time of his or her election. The President shall have the authority to override any action of the Board of Directors unless such action is taken by the unanimous decision of the Board excluding the President if she or he is a member of the Board of Directors. The President shall have the right to bind the CORPORATION in all of its business affairs but any action of the President in the conduct of the corporate affairs may be overturned and negated by the unanimous decision of the Board excluding the President if she or he is a member of the Board of Directors. The President shall have the authority to hire and fire and set the salary of all employees who are necessary in his or her discretion to the functioning of the CORPORATION and its associated ministries and outreaches.
  2. The Board of Directors, as soon as may be practicable after the election held in each year, shall choose a Vice-President and, a Secretary and a Treasurer. The Office of Secretary and Treasurer or President and Treasurer or Vice-President and Secretary may be held by the same person. Officers are not required to be Directors.
  3. All officers, other than the President, shall hold their offices during the tem of the Board of Directors until their respective successors are chosen, but any officer other than President may be removed from office at any time with the affirmative vote of a majority of the members of the Board for any reason or no reason.
  4. Subject to such limitations as the Board of Directors may from time to time prescribe, the Officers of the CORPORATION shall have such powers and duties as generally pertain to the respective offices and such further powers and duties as from time to time may be conferred by the Board of Directors. The Board of Directors may require such Officers, agents and employees as the Board deems advisable to give bond for the faithful discharge of their duties, in such sum and with such surety or sureties as the Board of Directors may form time to time prescribe. The President of the CORPORATION shall annually prepare a full and true statement of the affairs of the CORPORATION, which shall be submitted to the annual meeting of members.
  5. Resignation, Removal, Death and Replacement of the President.
    1. Resignation. In the event of the President should voluntarily choose to leave, she or he shall designate his or her successor. Said designated successor shall be chosen with the advice of the Board of Directors and the approval of the Apostolic Overseer of the CORPORATION which carries a one vote Board of Directors equivalent.
    2. Death. The President may designate her or his successor in the event of her or his death, prior to her or his death in writing. Prior to doing so she or he shall seek the advice and counsel of the Board of Directors of the CORPORATION and the approval of the Apostolic Overseer. During her or his life, the President may change such designation in her or his sole discretion after seeking the advice and counsel of the Board of Directors an the CORPORATION and the approval of the Apostolic Overseer which carries a one vote Board of Directors equivalent. In the event that the President should die without designation a successor the procedure in paragraph (d.) of this section shall be followed in choosing a new President.
    3. Removal. The President may not be removed from office except for serious sin or doctrinal departure form the tenets of faith of the CORPORATION. No charges will be entrained against the President unless the charge is made in writing by tow or more persons, in which case the matter shall be brought to the Board of Directors of the CORPORATION. The Directors shall then meet with the President in regard to the charges. The object of such meeting shall be to judge the charges made. If the Directors determine that there is a basis for the charges then they shall notify the Apostolic Overseer. The Directors and the Apostolic Overseer shall then undertake to restore or discipline the President as may be necessary if the charges are deemed to be accurate by the Directors and the Apostolic Overseer. In the event that the charges are deemed to be accurate and the President is not restored or refuses to submit to the Directors and the Apostolic Overseer then the Board of Directors and the Apostolic Overseer shall have the authority to remove the President form office by a unanimous vote of the Apostolic Overseer and the Directors then serving excluding the President if he or she is a Director.
    4. In the event that the President should die without designation a successor, or in the event that he or she should be removed pursuant to the preceding provision, the Directors for the CORPORATION and the Apostolic Overseer shall have the authority to recruit and elect a new President. This process shall be spiritually directed and accomplished as expeditiously as possible under the covering and approval of the Apostolic Overseer or the EACM.
    5. In the event that it appears that it may take more than one week to replace the President, the Board of Directors with the approval of the Apostolic Overseer shall have the authority top designate one of its members or a representative from EACM top act as President Pro Tempore so as to carry out the pressing legitimate business of the CORPORATION until such time as a President is selected hereunder.
    6. Compensation. Compensation of all officers of the CORPORATION shall be determined by the Board of Directors. The CORPORATION may reimburse necessary expenses incurred by an officer or Director in carrying out the duties of his or her office.

 

Article VI-Advisory Board

The President may appoint an Advisory Board whose duties, in addition to being limited voting members of the CORPORATION, shall be defined by the Board of Directors. The Advisory Board shall have no fewer than three(3) members. The members of the Advisory Board serve at the will and pleasure of the President and may be removed by her or him at any time for any or no reason.

 

Article VII-Certificate of Membership

  1. Certificates of membership may be issued to all “born-again” believers in Christ Jesus. Provided, however, that a certificate of membership does not entitle the holder thereof to vote for any matter in connection with the CORPORATION. Only those limited voting members as herein before defined shall have the right to vote for the selection of Directors of the CORPORATION and for no other purpose.
  2. The certificate of membership shall be signed by the President or a Vice-President and by the Secretary or the Treasurer and may be registered in such manner, if any, as the Board of Directors may by resolution prescribe.

 

Article VIII-Corporate Books

The books of the CORPORATION, except as otherwise provided by law, may be kept outside of the State of TEXAS, at such place or places as the Board of Directors may from time to time determine.

 

Article IX-Checks, Notes, Etc.

All checks and drafts on the CORPORATIONS’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such officer of officers, agent or agents, as shall be thereunto authorized from time to time by the Board of Directors.

 

Article X-Corporate Seal

The corporate seal shall inscribe thereon the name of the CORPORATION and the word “corporate seal”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

 

Article XI-Waiver of Notice and Action by Consent

  1. Whenever any notice is required to be given under the laws of the State of TEXAS, or under provisions of the certificate of Incorporation or the By-Laws of the CORPORATION, a waiver thereon in writing signed by the person or persons entitled to said notice, whether before or after the meeting, shall be deemed equivalent thereto.
  2. Attendance of a Director at any meeting of the Board of Directors will constitutes a waiver of notice of such meeting except where such Director attends a meeting for the express and limited purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
  3. Any action required by law or under the Articles of Incorporation of the CORPORATION or these By-Laws, or any action which otherwise may be taken at a meeting of the Board of Directors my be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons entitled to vote with respect to the subject matter of such consent, or all Directors in office, and filled with the Secretary of the CORPORATION.

 

Article XII-Dissolution

In the event of dissolution of the CORIORATION, all of the remaining assets of the CORPORATION should be distributed by the Board of Directors with the advice from the Apostolic Overseer to Evangel Association of Churches and Ministries or other Christian tax-exempt organization so long as said organization is qualified under Section 501(c)(3) and, in any event, such assets shall be distributed for use only for Christian, religious, charitable and educational purposes, which qualifies for exemption from Federal Income Tax under provisions of S501(c)(3) of the Internal Revenue Code. Dissolution may be accomplished by a majority vote of the directors with the approval of the Apostolic Overseer, carrying a one vote Board of Directors Equivalent.

 

Article XIII-Apostolic Oversight

Apostolic Oversight of this organization shall be provided by Evangel Association of Churches and Ministries, also knows as EACM.

 

Article XIV-Amendments

  1. The power to alter, amend, or repeal the Articles of Incorporation of this CORPORATION is vested in the Board of Directors with the approval of the Apostolic Overseer. Such action must be taken pursuant to a resolution approved by a majority of the Directors, and Apostolic Overseer’s consent and approval.
  2. The poser to alter, amend, or repeal these By-Laws, or to adopt new By-Laws, insofar as allowed by law, is vested in the Board of Directors with the approval of the Apostolic Overseer and shall be by resolution upon majority vote of members present and voting, with the Apostolic Overseer carrying a one vote Board of Director equivalent.
  3.  

Article XV-Transactions

  1. The CORPORATION shall maintain the eMiracleWorker.com web site. The rules for the use of the web site and the transactions of the web site shall be published on the web site. Transactions for non-profit organization members identified on the web site shall be made at cost provided the organization supports at least one eMiracleWorker as defined on the web site. Volume discounts for transaction gateway or merchant services by third party providers shall be applied first to the cost of the operation of the CORPORATION then to non-profit organization members.

 

BY-LAWS of

 

EMiracleWorker.com Ministries

CERTIFICATE OF BOARD OF DIRECTORS

 

I do hereby certify that I am duly elected and qualified as a member of the Board of Directors and one of the keepers of the record and CORPORATE seal of eMiracleWorker.com Ministries, a non-profit corporation organized and existing under the laws of the state of TEXAS and that the foregoing is a true and accurate copy of the amended and/or original By-Laws of the CORPORATION duly adopted at a meeting of the Board of Directors thereof, convened and held in accordance with the By-Laws of said CORPORATION and the laws of this state and entered into the minutes of such meeting and in eMiracleWorker.com ministries’ corporate records and that such By-Laws are now in full force and effect and replace any and all By-Laws previously adopted. The foregoing, constitutes, the By-Laws of eMiracleWorker.com Ministries as adopted by the Board of Directors.

 

IN WITNESS WHEREOF, I have affixed my name as a member of the Board of Directors of the CORPORATION and have caused the corporate seal of said CORPORATION to be affixed hereunto, these same dates.

                              

 

                                                                                                                                                           

Name                                                               Board of Director (Signed)                   Date

 

                                                                                                                                                           

Name                                                               Board of Director (Signed)                   Date

 

                                                                                                                                                           

Name                                                               Board of Director (Signed)                   Date

 

                                                                                                                                                           

Name                                                               Board of Director (Signed)                   Date

 

                                                                                                                                                           

Name                                                               Board of Director (Signed)                   Date

 

                                                                                                                                                           

Name                                                               Board of Director (Signed)                   Date