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BYLAWS OF AMOR MINISTRIES INTERNATIONAL
An Arizona Nonprofit Religious Corporation
ARTICLE 1
NAME
The name of the corporation shall be Amor Ministries International.
ARTICLE 2
PURPOSE
Amor Ministries International is organized exclusively for religious and charitable purposes, more specifically to send missionaries to preach the gospel of Jesus Christ and the Kingdom of God, to minister to the spiritual, mental and physical needs of people in the name of Jesus Christ, to make disciples in all nations and to care for those disciples.
ARTICLE 3
OFFICES
The principal office for the transaction of the business affairs and activities of the corporation shall be located at 248 Becker Lake Road, Springerville, Arizona 85938, and any other locations established by the Board.
ARTICLE 4
MEMBERSHIP
Membership shall consist only of the members of the Board of Directors.
ARTICLE 5
BOARD OF DIRECTORS
1. Responsibility. The Board shall be responsible for the overall policy and direction of the corporation, and shall delegate responsibility for day-to-day operations to the Executive Director.
2. Membership and Officers. The Board shall consist of four members who are officers of the
corporation. Two or more offices may be held by the same person, except the offices of president and secretary. The officers shall be President, Vice President, Treasurer and Secretary. The initial officers of the Corporation shall be as follows:
President
Rodney Graham
31150 Lanes Turn Road
Eugene, OR 97401
Vice President
Loren Leighton
2874 6th Street
Springfield, OR 97477
Treasurer
Karen Glennon
248 Becker Lake Road
Springerville, AZ 85938
Secretary
Ed Araiza
26017 South Saddletree Drive
Sun Lakes, AZ 85248
3. Compensation. No director shall receive compensation for services to the corporation as a director, except reimbursement for travel expenses for attending meetings of the Board, but the Board of Directors shall have the authority to establish reasonable compensation of all employees of the corporation for services to or on behalf of the corporation. No director shall participate in any deliberation or vote of the Board establishing the amount of his or her compensation as an employee or the compensation of a family member.
4. Board Elections. Election of new directors/officers shall occur as the first item of business at the annual meeting of the corporation. Directors/officers shall be elected by a majority vote of the current members.
5. Terms. All Board members shall serve one year terms, but are eligible for re-election.
6. Duties. The duties of the officers of the Board shall be as follows:
a. President - The President shall preside at all membership meetings. He shall by virtue of his office be Chairman of the Board of Directors. He shall present at each annual meeting of the Corporation an annual report of the work of the Corporation. He shall appoint all committees, temporary or permanent. He shall see all books, reports and certificates required by law are properly kept or filed. He shall be one of the officers who may sign the checks of the Corporation. He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
b. Vice President - The Vice President shall in the event of the absence or inability of the
President to exercise his office become acting president of the Corporation with all the rights, privileges and powers as if he had been the duly elected president.
c. Secretary - The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained. The Secretary shall be the official custodian of the records of the Corporation and may be one of the officers to sign checks for the Corporation.
d. Treasurer - The Treasurer shall make a report at each Board meeting. The Treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public. The Treasurer may be one of the officers to sign checks for the Corporation.
7. Vacancies. Vacancies on the Board shall be filled by the President.
8. Resignation. Any Board member may resign by giving written notice to the President or Secretary. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. A resignation need not be formally accepted to be effective.
ARTICLE 6
MEETINGS
1. General Meeting. The Board shall meet at least once annually at the principal office of the corporation or at such other place and time as the directors may determine.
2. Special Meetings. Special meetings of the Board shall be called by the President when he deems it in the best interest of the Corporation.
3. Teleconferencing. General and special meetings may be conducted by utilizing teleconference technology.
4. Notice. Each Board member shall be given written notice of board meetings at least two weeks in advance. The Secretary shall notify members of the meetings.
5. Quorum. Three-fourths of the members of the Board shall constitute a quorum for the transaction of business.
6. Approval. A majority vote is required for approval of actions. Any action required or permitted to be taken by the Board may be taken without a meeting, if a majority of the members consent in writing to the action. The action by written consent shall have the same force and effect as an affirmative vote of the members present at a duly called and noticed meeting.
7. Prayer. Every meeting of the Board of Directors shall be opened with prayer.
ARTICLE 7
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
1. Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or 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 business.
2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.
3. Checks, Drafts, or Orders. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as from time to time shall be determined by resolution of the board of directors.
4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the board of directors shall select.
ARTICLE 8
BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of accounts and shall also keep the minutes of the proceedings of the Board of Directors. All books and records of the Corporation shall be kept at the principal office. The financial statements and Form 1023 (application for exempt status) may be inspected at the principal office, with reasonable advance notice, by any donor.
ARTICLE 9
DISSOLUTION OR SALE OF ASSETS
A three-fourths vote of the membership shall be required to sell or mortgage assets of the corporation not in the regular course of business or to dissolve the corporation. Upon dissolution of the corporation, assets shall be distributed by the Board of Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Any such assets not disposed of shall be disposed of by the Superior Court of the county in which the principal office of the Corporation is located, exclusively for such purposes or to such organization or organizations organized and operated for such purposes. No part of the net assets or net earnings of the corporation shall inure to the benefit of or be paid or distributed to an officer, director, employee or donor of the Corporation.
ARTICLE 10
FISCAL YEAR
The fiscal year of the Corporation shall be January 1 to December 31.
ARTICLE 11
AMENDMENTS
These Bylaws may be altered, amended or repealed by a three-fourths majority vote of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
These Bylaws were approved at a meeting of the Board of Directors of Detering Ministries International on April 25, 2002.
_____________________________
Rodney Graham, President
_____________________________
Loren Leighton, Vice President
_____________________________
Karen Glennon, Treasurer
_____________________________
Ed Araiza, Secretary
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