BYLAWS OF EPHESIANS 4:28 MINISTRIES, INC.
1. Name. The name of the Corporation shall be Ephesians 4:28 Ministries, Inc.
2. Fiscal Year. The initial fiscal year of the Corporation shall commence on the first (1) day of January and end on the thirty-first (31) day of December, but the fiscal year may be changed by the Board of Directors.
3. Operations. The Board of Directors shall approve an annual budget, formulate policies and procedures, approve programs and projects, employ persons to manage daily business operations, and otherwise serve to fulfill the mission and purposes of the Corporation. The Board of Directors shall designate which employees shall be authorized to sign checks, drafts, and contracts on behalf of the Corporation, provided those checks, drafts, and contracts are within the authorized budget for the fiscal year and are used to further the purposes of the Corporation.
The purpose of the Corporation is to assist those who have lived troubled lives, including, but not limited to, children who reside in troubled homes, victims of child abuse, those in jail or prison, and those transitioning out of prison. In fulfillment of such purpose, the Corporation intends to:
A. Provide a home for children that are not successfully managing their home and school environment.
B. Create a project to assist victims of child abuse, including a safe place to stay and appropriate counseling.
C. Create ministries in youth detention centers, in jails, and in prisons, including providing church services, classes, and a victim awareness workshop.
D. Create a class structure to assist inmates, especially long-term inmates, to transition into society when they leave prison.
E. Provide a facility with meeting rooms, with computer stations available for those transitioning from prison and re-entering society, with a canteen, and with positive influence resources available for use by the Corporation and by other non-profit organizations.
F. Prepare positive societal messages on greeting cards, t-shirts, and other places where they may be seen.
G. Purchase, lease, operate, maintain, pledge, mortgage, convey, and maintain real property in furtherance of the Corporation's other lawful purposes.
H. Create an endowment to fund the Corporation's other lawful purposes.
I . Composition. The Board of Directors shall have a minimum of three (3) Directors and maximum of twelve (12) Directors. A majority of the members of the Board of Directors may not be from a single family.
2. Vacancy. In the event of a vacancy on the Board caused by other than the expiration of a term, the vacancy may be filled by majority vote of the remaining Directors. The new Director shall fulfill the remainder of the unexpired term.
3. Removal for Cause. Any Board Member may be removed from office by simple majority vote of the Board of Directors for malfeasance, neglect of duty, incompetence, permanent inability to perform official duties, or for pleading nolo contendere to or being found guilty of a crime.
4. Statement of Ethics. The Board of Directors may adopt a Statement of Ethics to guide the Directors and any Corporation employees with regard to acceptance of charitable gifts, conflicts of interest, and other matters. Upon adoption, the Statement of Ethics shall be maintained and reviewed by the Board of Directors on an annual basis.
5. Compensation. No Director shall be compensated monetarily or in any form for his service on the Board of Directors, except that reasonable expenses incurred on behalf of the Corporation shall be reimbursed upon submission of proper documentation. Nothing in this Paragraph shall prevent an officer or director from being employed by the Corporation in order to perform operational responsibilities.
I. President. The President shall be the Chairman of the Board of Directors and shall perform the following duties:
A. Shall preside over all regular and special meetings of the Board of Directors and report on the activities of the Corporation;
B. Shall serve as ex officio member of all committees, except the Nominating Committee (if any); and
C. Shall have general supervision over the officers and employees of the Corporation.
2. Vice President. The Vice President (if any) shall perform the following duties:
A. Shall preside at meetings in the event of the absence of the President, with all the rights, privileges, and powers thereof;
B. Shall become Acting President in the event of the resignation, demise, or inability to act of the elected President; and
C. Shall be chair of the Nominating Committee (if any).
3. Treasurer. The Treasurer shall perform the following duties:
A. Shall have care and custody of all funds and securities belonging to the Corporation;
B. Shall create procedures with the intention that regular and timely deposits are made in operating accounts of the Corporation and that invoices and bills are paid in a timely manner;
C. Shall serve as the chair of the Finance Committee (if any);
D. Shall render written reports of the finances of the Corporation to the Board of Directors at regularly-
scheduled Board meetings or as requested by the President; and
E. Shall make recommendations to the Board of Directors for qualified auditors who may be retained to perform an annual review and/or audit; the Board of Directors may utilize its discretion in the final selection of an auditor and whether a full audit is warranted.
4. Secretary. The Secretary shall perform the following duties:
A. Shall record the minutes of all meetings;
B. Shall properly file, maintain, and secure all books, reports, documents, and certificates of the Corporation as required by law;
C. Shall have care and custody of all records of the Corporation, serving as official custodian;
D. Shall give and serve all notices to Directors; and
E. Shall exercise all duties incident to the office of Secretary of the Board.
5. Other Officers. Other officers may be selected by the Board of Directors to perform such duties as may be assigned to them.
1. Appointment of Directors. The Incorporator of the organization shall appoint the initial directors. Subsequent directors shall be nominated by the Board of Directors, or, if instituted by the Board, by a Nominating Committee, and shall be elected by a majority vote of the Directors present and voting at a duly called and held meeting of the Board of Directors. Directors shall be elected at the final meeting of each calendar year and will begin serving on the Board on January 1 of the following calendar year.
2. Election of Officers. Executive Officers shall be elected annually by the Board of Directors at the first regularly-scheduled meeting each calendar year, unless a vacancy in an executive office occurs at another time. In such event, the Board or the Nominating Committee shall nominate a replacement officer for consideration by the Board of Directors.
3. Term of Service. The term of service for each officer will be one (I) year and shall begin upon election to office.
1. Board Meetings. The Board of Directors shall meet at such time and place as the Board of Directors may designate. If the Board fails to designate a location, then the President may designate a location. There shall be no fewer than four (4) regular Meetings per calendar year.
2. Voting. All decisions shall be by majority vote, except amendments to the Bylaws, which require a two-thirds majority vote, as provided in Article X, below, or as otherwise set forth in these Bylaws. The method of voting at all meetings shall be left to the discretion of the Chairman of the Board. If a voice vote is disputed, a second vote by way of secret ballot will occur. The President and Secretary will be responsible for counting and certifying the outcome of the vote.
3. Quorum. A quorum shall consist of a majority of Directors. Persons may attend a Board meeting in person, by phone, by online or video conference, or by any other means by which all participants can hear all of the other persons attending.
4. Notice of Meetings. The Secretary shall ensure that all Directors are notified of regular meetings at least thirty (30) days in advance of each scheduled regular meeting and at least five (5) days in advance of a Special Meeting and shall ensure that appropriate materials are distributed no later than five (5) days prior to the scheduled meeting. Meeting notices shall be sent in the most expedient and preferred manner to each Director.
5. Absences. Each Director is expected to attend regular and Special Meetings. Directors should inform the Chairman of the Board of Directors, the Secretary, or the appropriate Committee Chair if such Director will be unable to attend a scheduled meeting.
6. Executive Committee Meetings. In the event that the Board creates an Executive Committee, the President may schedule Executive Committee Meetings at any time with a minimum of five (5) days' notice.
7. Special Board Meetings. Special Meetings of the Board of Directors may be called by the President or upon request of a minimum of two members of the Board of Directors, provided that written notice is furnished to all Board members at least five days in advance of such Special Meeting. The notice of the meeting must include the purpose for which the meeting is called, and the meeting must be dedicated only to the special purpose for which the meeting is called, unless, by unanimous vote, other issues are included on the agenda.
8. Teleconference Meetings. The President may elect to conduct or may conduct, upon request of a majority of the Board of Directors, Teleconference Special Meetings or Teleconference Executive Commnittee Meetings for the purpose of voting upon or discussing emergency issues. Teleconference meetings may be scheduled with a minimum of five (5) days' notice. Voting and communications may be submitted electronically, verbally, or in writing. Decisions are made by majority vote.
1. Composition. The Corporation may have one or more Advisory Boards, the number, composition, and responsibilities of which may change from time to time.
2. Purpose. Members of any Advisory Board are appointed to contribute expertise, wisdom, and knowledge to assist the Corporation in its mission and purpose or to serve in an honorary capacity.
3. Duties. Advisory Board Members are invited to attend all regular meetings of the Board of Directors and may serve on standing or ad hoc committees as appointed by the President. Advisory Board Members have no vote.
4. Terms of Office. Members ofany Advisory Board shall serve for a one (I) year tenn and may be reappointed without restriction.
5. Appointments. Members of any Advisory Board shall be approved by majority vote of the Board of Directors. Resumes or biographies for nominees recommended by the Executive Committee or any member of the Board of Directors as potential Advisory Board Members shall be distributed to the Board of Directors no less than fourteen (14) days prior to the meeting scheduled to elect such person to serve on the Advisory Board.
1. Standing Committees. The Board of Directors may, but is not required to, create the following Standing Committees and may appoint ad hoc committees as necessary. The President is an ex officio member of all Committees except the Nominating Committee.
A. Development and Marketing Committee. Reviews and advises on fundraising, public relations, and promotional activities, and makes recommendations to the Board of Directors;
B. Finance Committee. Regularly reviews the finances and funds of the Corporation and makes recommendations to the Board of Directors. The Treasurer shall be the chair of this Committee;
C. Nominating Committee. The Board of Directors may create a Nominating Committee, which, if needed, shall perform the following functions:
(1) Recruit candidates for the Board of Directors;
(2) Survey active volunteers and supporters, as well as consider beneficiaries of the Corporation, to determine interest in serving on the Board of Directors;
(3) For Corporation officers , shall review the qualifications of the candidates and consider, without limitation:
i. The extent to which the potential officer has served the Corporation as a Committee Chair or other volunteer;
ii. The willingness to participate actively in governance, activities, and Committees; and
iii. The leadership and organizational skills of the potential officer; and
(4) Present a slate of candidates to the Directors at the final regular meeting of the Board each calendar year; and
3. Other Committees. Additional committees may be appointed by the President or selected by the Board to fulfill the Corporation's mission. The President and the Board of Directors will determine each Committee's specific purpose and goal, subject to the limitations of these Bylaws. At each regular meeting of the Board of Directors, the President shall notify the Board of any committee formed by the President since the last regular meeting of the Board.
All signatures required in order to ratify or approve any and all corporate documents or consents may be copied, scanned, or faxed, each of which shall have the same validity as an original signature, unless an original is otherwise required by law.
Adoption of Amendments. Subject to the limitations of these Bylaws and the Law of the State of Florida, these Bylaws of this Corporation may be altered, amended, repealed, or added to by an affirmative vote of no less than two-thirds of the entire Board of Directors.
/. Voting. The Corporation shall be dissolved upon an affirmative vote for dissolution by three- fourths of the entire Board of Directors.
2 Disposal of Assets. Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of the assets of the Corporation to one or more organizations with purposes similar to those of the Corporation that are recognized as exempt organizations under Section 501(c)(3) of the Internal Revenue Service Code (or the corresponding provision of any future United States Internal Revenue Service law) as the Board of Directors shall determine
Robert's Rules of Order (Newly Revised) shall be the parliamentary authority of the Corporation, subject to these Bylaws and to such rules as may be adopted by the Board of Directors.