LAHAIROI MINISTRIES, INC.
a California Nonprofit Religious Corporation
WHEREAS, it is the purpose and will of God, our Heavenly Father, that Christians evangelize throughout the world, in accordance with the mandate of the Holy Scriptures, and, that as Christians we are so commissioned, then, therefore, this organization is formed and maintained, accordingly; and,
The name of this corporation is LAHAIROI MINISTRIES, INC.
This corporation is authorized to use other and different names and designations in the conduct of its business, for itself or its various departments, by resolution of the Board of Directors, in accordance with regulations or restrictions or requirements relating to use of fictitious names and the like.
ARTICLE ONE: PRINCIPLES
Section One –
We hold the Bible, the Holy Word of God, to be supreme in all matters governing this organization, in keeping with the Spirit of Christ; and,
Section Two -
We hold as scriptural and fundamental that we as Christians are bound to do and perform those things required of us by the Great Commission of Jesus Christ; and,
Section Three -
We hold basic the truth that every born again Christian should endeavor to keep the unity of the Spirit in the Bond of Jesus, in peace, that all men should come into the unity of the faith, through knowledge of the Son of God, unto the measure of stature in the fullness of Christ.
ARTICLE TWO: PURPOSE
Section One -
Our purpose is to perpetuate an effective evangelism effort in the local community and throughout the United States and around the entire world, with the expressed goal of reaching lost souls for Jesus Christ, to establish places of worship, by developing and maintaining programs of evangelism, training and prayer, and discipleship recruitment and training, as commanded by the Word of God; and, to conduct business as an evangelistic outreach, discipleship recruitment and missionary society.
Section Two -
Our purpose is to preach and teach, commission and send ministers, missionaries, exhorters and personal evangelism practitioners, disciples of the Great Commission of Jesus Christ, that they may exhort and inspire others to carry the message of Jesus Christ around the world. As disciples of the Lord, disciples seeking disciples; and,
Section Three -
Our purpose is to challenge people at large to work for world-wide revival and prayer, and to establish local ministries within the ambit and framework of the Church of Jesus Christ.
ARTICLE THREE: PREROGATIVES
Section One -
It shall be a standard of responsibility of this organization to promote, establish, maintain and improve programs for evangelization of the world, in institutions and programs deemed to be necessary or expedient in propagation of the Gospel of Jesus Christ.
Section Two –
It shall be a standard of responsibility of this organization to utilize every facility at it’s disposal for the purpose of implementation of Christian Institutions and propagation of the Gospel of Jesus Christ, including use and possession of, and the right to buy, lease, sell, encumber, or otherwise deal with or dispose of real or personal property, whether tangible or intangible, wheresoever situate, and to exercise rights and powers as generally allowed by law, particularly the right and power to enter into contracts of any appropriate kind or description.
ARTICLE FOUR: MEMBERSHIP
Section One – Members
This corporation is not a membership organization. The Board of Directors of this organization shall constitute the voting membership constituency of this organization. The Board of Directors is empowered by its special resolution to admit individuals or groups to membership, so providing for their respective rights and responsibilities. In this regard, there may be more than one class of membership of this corporation, the qualifications and criteria for acceptance of same being subject to approval of the Board of Directors of this corporation. Rights of membership may at any time be altered or terminated by action of the Board of Directors.
Section Two - Special Memberships
The Board of Directors is likewise empowered to authorize and certify association with this organization for individuals in special classes or categories, for handicapped or superannuated, or persons with other special needs or circumstances, which individuals may be referred to as “members”, though are not actually holders of membership as members pursuant to law, and such special members shall have no voting rights of any kind, nor shall they be entitled to notice of or participation in regular or special meetings of the membership of this organization, nor any other of the rights afforded to members as may hereinafter be described or mentioned.
ARTICLE FIVE: THE BOARD OF DIRECTORS
Section One – Number
The Board of Directors of this corporation shall consist of not less than three nor more than seven natural persons, with the exact number being established or changed from time to time by special resolution of the Board of Directors, each serving for a term of three years.
Section Two – Quorum
A quorum for any meeting of the Board of Directors of this corporation shall consist of at least a simple majority of the then current number comprising the membership of the Board of Directors; and.,
Section Three - Members
The members of the Board of Directors of this corporation shall ex officio, if not otherwise, be members of this corporation, and shall consist of such persons as are appointed to serve as first directors, and of their successors subsequently selected from time to time, who shall so serve until selection of their successors.
Section Four - Powers of Directors
Powers of the Directors shall be subject to limitations of the Articles of Incorporation of this Corporation, other sections of these By-Laws, and the Law of the State of California and other places and jurisdictions where local laws might govern or restrict such powers; and, all corporate powers of this corporation shall be exercised by or under the authority of, and the business affairs of this corporation shall be controlled by, the Board of Directors of this corporation; and, without limiting the general powers of the Board of Directors of this corporation, such board shall have the following specific powers:
A.- To select and remove all other officers, agents and employees of the corporation, prescribe such powers and duties for them as are not set by these By-Laws, consistent with law, the Articles of Incorporation of this Corporation, and good business practices, and to fix their compensation, and as necessary to require from them appropriate security for faithful service; and,
B.- To conduct, manage and control affairs and business of the corporation, and to make rules and regulations not inconsistent with law, the Articles of Incorporation of this corporation or these By-Laws; and,
C.- To borrow money and incur indebtedness for the purposes of this corporation, and for that purpose to cause to be executed and delivered in the name of this corporation promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of indebtedness or securities, subject to pertinent law and regulations.
Section Five – Vacancies on the Board
Vacancies on the Board of Directors of this corporation shall be filled by vote of a majority of the remaining members of the Board of Directors then in office, even though less than a quorum, or by the sole remaining Director. A successor so elected shall serve for the unexpired term of his predecessor and until selection of successor.
Section Six- Place of Meetings of the Board
A.- Regular Meetings of the Board of Directors of this corporation shall be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board of Directors or written consent of all the members of the Board. In the absence of such designated place being so set, regular meetings shall be held at the principal office of this corporation.
B.- Special Meetings of the Board of Directors of this corporation may be held at the principal office of this corporation, or at any other place designated.
Section Seven- Regular Meetings
Other regular meetings of the Board of Directors of this corporation shall be held twice each year, at a time and place designated by the Board of Directors.
Section Eight - Special Meetings
Special Meetings of the Board of Directors of this corporation, for any purpose, may be called by the President of the Board or any three directors. Written notice of the time and place of such special meetings shall be delivered personally to each director, by mail, or other written form, charges prepaid, addressed to the last known address as shown on the records of the corporation, or, if such address is not known or readily ascertainable, then mailed to the place at which the meetings of the directors are regularly held. Such notice shall be mailed at least five days prior to or after such meeting, or waived orally at such meeting, and the waiver entered into the minutes of such subsequent meeting.
Section Nine – Board Action without Meeting
Action may be taken by the Board of Directors of this corporation without a meeting if all members of the Board individually or collectively sign a written consent to the action. Such written consent shall be filed with the minutes of proceedings of the Board of Directors. Telephone conference calls may be used in this regard.
Section Ten – Removal of Director
A Member of the Board of Directors of this corporation may be removed from office before the end of his term, for cause or without cause, by a vote of the majority of the Board of Directors. Any removal without cause must be ratified by a majority vote of the membership of the corporation at a regular or special meeting of the membership to be held within six months of such removal. Such request must be in writing, received by registered United States Mail at the principal office of the corporation, with copies mailed to each of the other members of the Board of Directors by certified mail, return receipt requested, citing the reasons for such request, and any demonstrations in support of reinstatement or against the action of the Board of Directors in causing such removal.
Section Eleven – Compensation of Directors
The members of the Board of Directors of this corporation shall not receive compensation for their services as directors. There shall, however, be reimbursement for expenses incurred on behalf of the corporation or in the course of the corporation business. Accounts for expenses shall be submitted to and paid by the treasurer of the corporation, and paid out of corporate funds without further approval or resolution, prima facie bona fide.
ARTICLE SIX: OFFICERS
Section One – Election of Officers
Except as hereinafter provided, the Board of Directors of this corporation shall elect all officers of the corporation for terms of three years, or until election of their successors, from among its own members.
Section Two – Vacancies on the Board
A vacancy on the Board, or in any office on the Board of Directors, because of death, resignation, disability, disqualification, or otherwise, shall be filled by the Board of Directors of this corporation.
Section Three – Offices
The offices of officers of this corporation shall be: President, secretary, and treasurer, and such other officers as the Board of Directors may appoint. One person, other than the President, may hold more than one of these offices.
Section Four – The President
Subject to control of the Board of Directors of this corporation, the President shall have general supervision, control and direction of the business and affairs, as a General Manager, of the corporation. He shall preside at all meetings of the Board of Directors and membership of this corporation, and shall have such other powers, authority and duties as may be prescribed from time to time by the Board of Directors or mandate of the majority of the membership as shown at any regular or special meeting of the membership. The President shall be a person of good report, and shall so manage his personal affairs, financial and otherwise, so that no discredit shall come to the corporation or the cause of Jesus Christ through his actions. His life and conduct shall conform to the mandates of the Holy Bible, with particular reference tothe following scriptures: 1 Timothy 3:2-7; Titus 1:6-9.
Section Five- Vice-President
If the Board of Directors shall by special resolution provide for a vice-president, then in absence or disability of the President, the vice-President shall perform all the duties of the President, and in so acting shall have all the powers of the President. The vice-President shall have such other powers, and perform such other duties as may be prescribedfrom time to time by the Board of Directors. The vice-President may not usurp the particular power of the President as theGeneral Manager, except for on disability of the President to attend to that function, without special authorization of the Board of Directors via special resolution. The vice-President shall possess the same character qualifications as are required of the President of the corporation.
Section Six - Secretary
The Secretary of this corporation shall keep a full and complete record of the proceedings of the Board of Directors, shall keep the seal of the corporation and affix it to such documents, papers and instruments as may be required in the course of corporation business, shall make service of such notices as may be necessary or proper and on order of the President, shall supervise the keeping of corporate records, and shall discharge such other duties of the office as prescribed by the Board of Directors.
Section Seven- Treasurer
The Treasurer shall receive and safely keep the funds of the corporation, and deposit them in the banks or other repository places as may be designated by the Board of Directors. Corporation funds shall be paid out only on checks of the corporation signed by the President, vice-President, a secretary or treasurer, or by such other persons as are specifically authorized by the Board of Directors. The treasurer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.
ARTICLE SEVEN: GENERAL PROVISIONS
Section One- Parliamentary Law
In order to expeditiously regulate the work of the corporation, to avoid confusion in deliberations, and set orderly functioning of the organization, this corporation shall be governed by provisions of Roberts Rules of Order Newly Revised, in keeping with the Spirit of Christian love and fellowship, seeking always the guidance of the Holy Spirit.
Section Two- Misconduct
Any individual, group or cell organized locally or otherwise within the operation of this corporation that shall be charged with misconduct, or having fallen under condemnation through sinful or worldly practices or profession, shall lose privilege of association and affiliation, either permanently or pending determination by the Board of Directors toward final decision, by simple resolution of the Board of Directors.
Section Three- Discipline
Discipline of the members of this corporation shall be prayerfully administered by the Board of Directors, according to Scripture. The Board of Directors is empowered to place on inactive lists, or permanently expel those persons from the membership rolls those who have disqualified or otherwise have alienated themselves from the corporation. The Board of Directors shall have the power to restore those who are not guilty as charged, or who have repented and have
appropriately adjusted, and have complied with the standards of this corporation, as deemed so by the Board of Directors.
Section Four - Committees
The Board of Directors may appoint executive committees, and delegate to them powers and authority of the Board in the management of the affairs of the particular committee in the business and affairs of the corporation, except the power to adopt, amend or repeal these By-Laws or the Articles of Incorporation of this corporation. Such executive committee(s) shall be composed of not less than one members of the Board of Directors of this corporation, and other such person as may be approved by the Board of Directors.
Section Five - Annual Reports
The Board of Directors shall make an annual review of the business and activities of the corporation, and enter such into the minutes of its meeting, accordingly. Such report and minutes shall be made available to members upon request in writing made to the Secretary of the corporation.
Section Six – Contracts
The Board of Directors of this corporation may authorize any officer, officers or agent to enter into contracts, or execute and deliver any instrument in the name of this corporation or on its behalf, which authority may be general or confined to special instances. The General Manager of the corporation shall be deemed to have such authorization. Otherwise, no authority shall exist without special resolution of the Board of Directors.
Section Seven- Fiscal Year
The Fiscal Year of this corporation shall be from the first day of January to the last day of December of each year.
Section Eight- Corporate Seal
The Board of Directors of this corporation shall by resolution provide, and may from time to time alter, a corporate seal, which shall at all times be circular in form and have inscribed thereon the name of the corporation, State of incorporation, and other designations as might be required by law.
ARTICLE EIGHT: DEDICATION
A.- This corporation does not contemplate pecuniary gain or profit to the members thereof and is
organized solely for non-profit purposes; and all assets of the corporation are irrevocably dedicated to religious and charitable purposes.
B.- The property of this corporation present and prospective is irrevocably dedicated to religious
purposes and held in trust for the purposes of worship, evangelism, discipling and fellowship with and according to the customs and traditions of Evangelical Christianity, and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Title to all personal property and real property now owned or held in trust for or hereafter acquired by this organization shall be perpetually dedicated to
and held in trust for the purpose of maintaining programs of evangelism and missionary outreach, discipleship training and religious programs. Upon the dissolution or winding up of this corporation, after paying or otherwise adequately securing or providing for the debts and obligations of this corporation, the remaining assets shall be distributed to a non-profit fund, foundation or corporation which is formed and operated exclusively for religious purposes, in harmony with the purposes of
this corporation, and which has established its tax exempt status under §501(c)(3) of the United States Internal Revenue Code.
ARTICLE NINE: EDUCATIONAL DEPARTMENTS- NONDISCRIMINATION
There may be various educational departments established within this organization, created by special resolution of the Board of Directors, having function, purpose, name and identity assigned in these premises, and under the supervision of the Board of Directors. Such educational departments shall have a policy of nondiscrimination in all their programs, admitting students of any race, color, national or ethnic origin to all rights, privileges, programs and activities generally accorded or made available to students thereof. This organization shall not discriminate on the basis of race, color,
national or ethnic origins, in administration of its educational policies, admissions policies, scholarship or loan programs, or athletic and other school-administered programs.
ARTICLE TEN: NON-LIABILITY OF DIRECTORS,
INDEMNIFICATION & INSURANCE
Section One -
The individual members of the Board of Directors of this corporation shall not be personally liable for the debts, liabilities or obligations of the corporation, unless such individual member shall actually assume such liability by personal execution of written document(s), or otherwise make specific waiver of the provisions of this section.
Section Two -
To the extent that an individual who is, or was, a director, officer, agent or employee of this corporation has been successful on the merits in defense or any civil, criminal, administrative or other proceeding brought to procure judgment or other obligation or liability against such individual by reason of the fact of association with this corporation, the Board of Directors of this organization is authorized to provide by its special resolution indemnification against net losses, including costs, legal fees and expenses incurred in defense of such charges or claims, that such individual may incur in these premises. In event of such indemnification, same shall be allowed only to the extent recited in the California Nonprofit Religious Corporation law.
Section Three -
The Board of Directors of this corporation may by special resolution provide for purchase and maintenance of insurance policies or programs, covering all officers and agents of the corporation for any or all purposes, including coverage against loss claimed on account of charges of self-dealing, whether or not the corporation would itself be empowered to indemnify.
ARTICLE ELEVEN: CONFLICT OF INTEREST
Section One – Members of the Board of Directors
It shall be the policy of this corporation that persons serving as members of the Board of Directors should not be related to one another by blood or marriage. This rule may be waived, upon full disclosure and for good cause shown, by special resolution of the entire Board of Directors, with affected persons abstaining from participation in related vote, so long as any such affected persons shall not constitute a majority of persons serving on the Board of Directors.
Section Two – Business Relationships
It shall be the policy of this corporation that there shall be no business relationships between this corporation and any of its members, officers, directors or trustees, other than through their positions as members, officers, directors or trustees. This rule may be waived, upon full disclosure and for good cause shown, by special resolution of the entire Board of Directors, with affected persons abstaining from participation in related vote.
Section Three – Compensation Arrangements
It shall be the policy of this corporation that compensation payable to any member, officer, director or trustee of this corporation, that there must be no conflict of interest in any such compensation arrangements, and such member, officer, director or trustee may not participate in argument or vote of the Board of Directors in establishing the amount or kind of compensation that may be payable in these premises. All such compensation arrangements must be made in advance of any services or other cause for payment being rendered, and all such arrangements must be in writing and approved in advance by the Board of Directors, upon full disclosure, in which written record shall be disclosed the decision and vote of each individual member of the Board of Directors. Such full disclosure should include such information as is available from knowledgeable sources regarding compensation paid by similarly situated taxable or tax-exempt organizations for similar services, surveys by independent firms or actual offers by similarly situated organizations, and if such sources are available and used, that related resolutions or other record should cite such sources.
ARTICLE TWELVE: LIMITATIONS
Notwithstanding any of the above statements and provisions herein, this corporation shall not, except to an insubstantial degree, exercise any or its powers or engage in any activities that are not in furtherance of the specific purpose of this corporation as set forth and in the Articles of Incorporation.
ARTICLE THIRTEEN: AMENDMENTS
These Bylaws may be amended or repealed and new Bylaws adopted by a majority of the members of the Board of Directors at any meeting of the Board of Directors, except that any By-Law herein fixing or changing the number of members on the Board of Directors of this corporation may be adopted, amended or repealed only by the vote or written consent of the majority of members of the corporation or a vote of a majority of those present and voting at such
meeting. If any part of these bylaws be determined to be invalid or enforceable by a judicial tribunal or civil authority having jurisdiction in the matter, all remaining parts shall remain to be wholly valid and fully enforceable.