Bylaws for
eMiracleWorker.com Ministries
Article I-Purpose and Powers
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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.
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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.
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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
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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.
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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.
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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.
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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.
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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
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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.
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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.
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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.
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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.
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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
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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.
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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.
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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.
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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.
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Resignation, Removal, Death and Replacement of
the President.
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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.
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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.
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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.
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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.
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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.
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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
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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.
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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
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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.
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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.
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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
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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.
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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.
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Article
XV-Transactions
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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
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Board of Director (Signed) Date
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Board of Director (Signed) Date
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Board of Director (Signed) Date
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Board of Director (Signed) Date
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