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| ARTICLE I ORGANIZATION ARTICLE II PURPOSES ARTICLE III MEMBERSHIP ARTICLE IV MEETINGS ARTICLE V VOTING ARTICLE VI ORDER OF BUSINESS ARTICLE VII BOARD OF DIRECTORS ARTICLE IIX OFFICERS ARTICLE IX SALARIES ARTICLE X COMMITTEES ARTICLE XI CONFLICT OF INTEREST POLICY ARTICLE XII AMENDMENTS ARTICLE XIII DISSOLUTION BY-LAWS OF AMERICAN CHRISTIAN FELLOWSHIP ASSOCIATION, A NOT-FOR-PROFIT CHURCH CORPORATION ARTICLE I ORGANIZATION 1. The name of the organization shall be American Christian Fellowship Association and shall also do business as American Nonprofit. 2. The organization shall have two seals which shall be in the following forms: American Christian Fellowship Association American Nonprofit 3. The organization may at its pleasure by a vote of the membership body change its name. ARTICLE II PURPOSES The following are the purposes for which this organization has been organized: exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Programs shall include community outreaches including but not limited to: the elderly, youth, orphans, impoverished, general neighborhoods, etc. Further, to create intentional community projects that support and act as affordable health care, child care, housing, food, and similar basic needs. ARTICLE III MEMBERSHIP Membership in this organization shall be open to all who are approved by the Board. ARTICLE IV MEETINGS The annual membership meeting of this organization shall be held on the 15th day of January each and every year except if such day be inconvenient, then and in that event, the Board shall fix the day but it shall not be more than two weeks from the date fixed by these By-Laws. General member meetings of this organization shall be held on the 15th day of every other month starting in January except if such day be inconvenient, then and in that event, the Board shall fix the day but it shall not be more than two weeks from the date fixed by these By-Laws. Special meetings of this organization may be called by the president when he deems it for the best interest of the organization. ARTICLE V VOTING At all meetings, except for the election and compensation of officers and directors, all votes shall be by voice. For election of officers and directors, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot. For compensation of officers and directors, the Board of Directors shall ensure the Conflict of Interest Policy in ARTICLE XI and compensation cap in ARTICLE IX of these By-laws be executed with due diligence. At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors. ARTICLE VI ORDER OF BUSINESS 1. Roll Call. 2. Reading of the Minutes of the preceding meeting. 3. Reports of Committees. 4. Reports of Officers. 5. Old and Unfinished Business. 6. New Business. 7. Adjournments. ARTICLE VII BOARD OF DIRECTORS The business of this organization shall be managed by a Board of Directors consisting of three (3) members, together with the officers of this organization. At least one of the directors elected shall be a resident of the State of Oklahoma and a citizen of the United States. The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of one (1) year. The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting. Two (2) or (50%) percent of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly corresponding with general member meetings. Each director shall have one vote and such voting may be done by communications media devices in such an occasion as a director is conferencing from another location. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year or from appointment by the President. The President of the organization by virtue of his office shall be Chairman of the Board of Directors. The Board of Directors shall select from one of their members a secretary and treasurer. A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization. ARTICLE VIII OFFICERS The initial officers of the organization shall be as follows: President: John Owens Secretary: Barbara Marley Treasurer: Lawrence Garcia The President shall preside at all membership meetings. He/She shall by virtue of his office be Chairman of the Board of Directors. He/She shall present at each annual meeting of the organization an annual report of the work of the organization. He/She shall appoint all committees, temporary or permanent. He/She shall see all books, reports and certificates required by law are properly kept or filed. He/She shall be one of the officers who may sign the checks or drafts of the organization. He/She shall have such powers as may be reasonably construed as belonging to the chief executive of any organization. The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be his/her duty to file any certificate required by any statute, federal or state. He/She shall give and serve all notices to members of this organization. He/She shall be the official custodian of the records and seal of this organization. He/She may be one of the officers required to sign the checks and drafts of the organization. He/She shall present to the membership at any meetings any communication addressed to him/her as Secretary of the organization. He/She shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization. He/She shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary. He/She shall indicate on all files and records by initial and date that he/she has reviewed such forms. The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. He/She must be one of the officers who shall sign checks or drafts of the organization. He/She shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. He/She shall exercise all duties incident to the office of Treasurer. He/She shall indicate on all financial files and records by initial and date that he/she has reviewed such forms. Officers shall by virtue of their office be members of the Board of Directors. No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer. ARTICLE IX SALARIES The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization. No salary wages shall exceed $40,000 a year, nor shall any benefits packages exceed $60,000 a year. No person shall receive overall compensation above $100,000 a year either directly or indirectly through common businesses, especially Charity Market Incorporated. ARTICLE X COMMITTEES All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors. ARTICLE XI CONFLICT OF INTEREST POLICY Section I Purpose The purpose of the conflict of interest policy is to protect this tax-exempt organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Section II Definitions 1. Interested Person Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. 2. Financial Interest A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section III, Part 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. Section III Procedures 1. Duty to Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. 2. Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 3. Procedures for Addressing the Conflict of Interest 4. Violations of the Conflicts of Interest Policy a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. b. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action Section IV Records of Proceedings The minutes of the governing board and all committees with board delegated powers shall contain: a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Section V Compensation a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation. b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation. c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation. Section VI Annual Statements Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: a. Has received a copy of the conflicts of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes Section VII Periodic Reviews To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm's length bargaining. b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. Section VIII Use of Outside Experts When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted. ARTICLE XII AMENDMENTS These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than two (2) or (50%) percent, whichever be greater, of the Board of Directors. ARTICLE XIII DISSOLUTION Upon the dissolution of (this organization), assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose. |
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