BYLAWS ... BORING BUT NECESSARY.

The By-Laws of Lakeside Christian Ministries, Inc.

 

ADOPTED 10-6-2014

 

 

 

ARTICLE 1.  Name and Purposes

 

Section 1.  Name:  The name of the not-for-profit corporation is “Lakeside Christian Ministries, Inc.” (the “Corporation”). The Corporation is based in Fulton, New York.

 

Section 2.  Purposes: 

 

  • Aiding poor and needy persons living in the area in which the corporation is located, who are in need of food, clothing and shelter by providing such items and referring them to organizations that provide housing.

 

  • To promote and practice Christian religion through regular church worship services, meetings and events.

 

ARTICLE 2.  Meetings

 

Section 1.  Annual Meeting:  The annual meeting of the Corporation will be held during the regularly scheduled December meeting of the Board of Directors (“Board”).

 

Section 2.  Special Meetings:  Special meetings may be called by the President or at the request of one-third of the entire Board, upon three days’ notice to all other Directors[1].

 

Section 3.  Meetings:  Meetings of the Board shall be held at least 3 times per year at the time set by the President.

 

Section 4.  Quorum:  A majority one of the entire Board shall constitute a quorum for the transaction of business unless otherwise noted.

 

ARTICLE 3.  Directors

 

Section 1.  Board The executive powers of the Corporation shall be vested in and exercised by the Board, consisting of at least 4 Officers and between 2 and 5 elected Directors.  All Directors must follow the application/nomination process as set forth in Article 9

 

Section 2. Terms:  All terms shall be for 3 years, unless otherwise specified, and shall commence at the regular or special meeting immediately following the meeting at which they are elected.  In the instance where an interim year appointment to the Board takes place, the new director will complete the balance of the incumbent’s term and will be eligible for continued Board service following the completion of the first partial term.  Directors may not serve more than two consecutive terms but may rejoin the Board after a break of at least two years.

 

Section 3.  Removal:  A Director may be removed for cause by a two-thirds vote of the entire Board.  The cause for such removal shall be stated in the resolution of removal, and a copy of the proposed resolution shall be served upon the person to be removed at least one week before the meeting at which it shall be considered.

 

Section 4. Board Expectations: Directors are expected to serve on at least one Board Committee, which will meet monthly, or on a schedule that is appropriate for that specific committee. Directors shall attend at least 75% of all regular and special meetings of the Board.

 

ARTICLE 4.  Officers

 

Section 1.  Officers:  The Officers of the Corporation shall be at least a President, a Secretary and a Treasurer and may include a Vice-President.  Should an additional Officer position be required to address a temporary need, such a position may be added by a majority vote of the entire Board, with the term specified by resolution. In the event the position is deemed necessary as a permanent Officer position, the bylaws shall be amended according to the procedures specified in Article 12.

 

Section 2. Election and Term: Officers are to be elected to all vacant positions (due to resignation, removal or end of term) at the annual meeting of the Board, unless a vacancy occurs mid-year and such vacancy is filled pursuant to Article 9.  A term is defined as 3 years.  Officers shall serve no more than two consecutive terms in any one office but may serve more than two consecutive terms as an Officer as long as no three consecutive terms are served in any one office.  Any current Director elected to any new Officer position will begin a new two year term in that office upon election and will serve the remainder of the Director term upon completion of the Officer term.

 

Section 3.  President: The President is the chief executive officer of the Corporation. The President presides at all meetings of the Board.  The President shall be an ex-officio member of all committees. The Executive Director and other employees of the Corporation are not eligible for the position of President.

 

Section 4.  Vice-President:  The Vice President, if any, shall assist the President in providing leadership for the Corporation, and shall perform specific functions as assigned by the President. In the absence of the President, or if the office of the President should be vacated, the Vice-President shall perform the duties of the President. In the absence of both the President and the Vice-President, the Secretary shall assume the duties of the President until such a time that the President or Vice-President can resume official duties or someone is elected to fill the position until the end of the term pursuant to Article 9.

 

Section 5.  Secretary:  The Secretary shall take minutes at each meeting of the Board and shall report thereon at the next meeting.  The Secretary shall also be responsible for answering correspondence and attesting to documents requiring legal execution.

 

Section 6.  Treasurer:  The Treasurer shall be responsible for all financial records and payment of bills.  The Treasurer shall provide financial reports for the use of the Finance Committee, the Board, and governmental authorities.  The Treasurer shall also make, or direct and supervise, deposits to the operating account. The Treasurer shall serve as the chairperson of the Finance Committee.

 

ARTICLE 5.  Delegation of Responsibilities by Directors

 

To the extent permitted by law, Directors shall be permitted to delegate their responsibilities, but shall retain ultimate responsibility for the performance of all of their duties and functions.

 

ARTICLE 6.  Indemnification of Directors

 

Section 1.  Derivative Actions:  The Corporation shall, if permitted by law under the circumstances at hand, indemnify its Directors against judgments, fines, amounts paid in settlement and reasonable expenses and costs, including attorneys’ fees, in connection with any claim asserted against the Director if the Director was acting in good faith for a purpose which such person reasonably believed to be in the best interests of the Corporation, which was not unlawful.  “Unlawful” acts shall include, but not be limited to, acts committed on behalf of the Corporation which may not be committed by organizations recognized as tax-exempt pursuant to section 501(c)(3) of the Internal Revenue code.

 

Section 2.  Other Actions:  Indemnification shall be provided in the manner and to the full extent required by New York Not-For-Profit Corporation Law §§ 721 through 725 and, as permitted by such law, the Corporation may provide additional indemnification pursuant to an agreement, action of the Board, or by provision of these bylaws.

 

Section 3.  Insurance: The Corporation may purchase and maintain insurance to fund the aforementioned indemnification.

 

ARTICLE 7.  Conflicts of Interest and Related Party Transactions

 

Section 1. Purpose:  The purpose of this conflicts of interest and related party transactions policy is to protect the Corporation when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Director or might result in a possible excess benefit transaction.  This policy is intended to comply with and supplement, but not replace, any applicable state and federal laws governing conflicts of interest and/or related party transactions applicable to nonprofit and charitable organizations.

 

Section 2. Definitions:

  • Interested Person – any Director or member of a committee with powers delegated by the Board who has a direct or indirect financial interest.

  • Financial Interest – a person has a financial interest if the person has, directly or indirectly, through business, investment or family: (1) an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement; (2) a compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or (3) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

  • Compensation – direct and indirect remuneration as well as gifts or favors that are not insubstantial.

  • Related party – (i) any Director or key employee of the Corporation or any affiliate thereof; (ii) any of their respective relatives; or (iii) any entity in which any of the foregoing individuals, individually or collectively, have a 35% or greater ownership or beneficial interest, or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of 5%.

  • Key employee – any person who is in a position to exercise substantial influence over the affairs of the corporation.

  • Related party transaction – a transaction, agreement or other arrangement in which a related party has a financial interest and in which the Corporation is a participant.

Section 3. Procedures. 

  • Duty to Disclose.  In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest to the Audit Committee[2] and be given the opportunity to disclose all material facts.  A Director must also disclose in good faith all material facts if such Director is also a director or officer or has a substantial financial interest in a corporation, firm, association or other entity with which the Corporation contemplates a contract or other transaction.

  • Determining Whether a Conflict Exists.  After disclosure by and discussion with the interested person, the Audit Committee shall discuss and then vote on whether a conflict of interest exists.  The interested person shall not be present for the discussion or vote of the Audit Committee.

  • Procedures for Addressing a Conflict of Interest or Related Party Transaction.  If appropriate, the Audit Committee shall appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.  After exercising due diligence, the Audit Committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest or related party transaction.  If not, the Audit Committee shall determine, by a majority vote, whether the transaction or arrangement is in the best interest of the Corporation, for its own benefit, and whether it is fair and reasonable.  The Audit Committee’s determination shall then be reported to the Board.  The interested person shall not be entitled to be present for or participate in discussion or votes about the transaction or arrangement giving rise to the conflict of interest or related party transaction.  The interested person shall not attempt to improperly influence the deliberation or voting on the transaction or arrangement giving rise to the conflict of interest or related party transaction.  A Director with a conflict of interest or who is a related party may, however, be counted in determining the presence of a quorum at the Board meeting.

  • Violations.  If the Audit Committee has reasonable cause to believe that an interested person failed to disclose an actual or possible conflict of interest, it shall inform the interested person of the basis for such belief and afford such person an opportunity to explain the alleged failure to disclose.  If after hearing the explanation and further investigation, if necessary, the Audit Committee determines that the interested person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4.  Records of Proceedings: The minutes of the Board and Audit Committee shall contain the names of 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 decision as to whether a conflict of interest in fact existed.  The minutes shall also contain the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

 

Section 5. Reporting: Prior to election and annually thereafter, each Director shall submit a signed written statement to the Secretary: (a) acknowledging receipt and understanding of the conflicts of interest policy, (b) acknowledging understanding that the Corporation 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, (c) agreeing to comply with such policy, and (d) identifying, to the best of the Director’s knowledge, any entity of which such Director is an officer, director, trustee, member, owner (either as a sole proprietor or a partner), or employee and with which the Corporation has a relationship and any transaction in which the Corporation is a participant and in which the Director might have a conflicting interest.  Copies of all such statements shall be submitted to the Chair of the Audit Committee by the Secretary.

 

Section 6. Periodic Reviews:  To ensure the Corporation 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 review 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; and (b) whether partnerships, joint ventures and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payment for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.  The Corporation may, but need not, use outside advisors to conduct such periodic reviews.  The use of outside advisors does not relieve the Board of its responsibility for ensuring periodic reviews are conducted.

 

Section 7. Compensation: A Director who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that Director’s compensation. A voting member of any committee whose duties include compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that committee member’s compensation.  A Director or a voting member of a committee whose duties include compensation matters and who receives compensation, directly or indirectly from the Corporation for services is prohibited from providing information to any committee or the Board regarding compensation.

 

ARTICLE 8.  Committees

 

Section 1.  The Executive Committee: The Executive Committee shall consist of the President, the Vice-President, if any, the Secretary, and the Treasurer of the Corporation. The President shall serve as the chairperson of the Executive Committee.  The Executive Committee shall maintain oversight of the business and affairs of the Corporation and shall be empowered to transact only such business as may be necessary between Board meetings.  The committee shall submit a report of its action at the next regularly scheduled or special meeting of the Board.  Meetings of the Executive Committee may be called by the President or three Directors.

 

Section 2.  Finance Committee: The Finance Committee shall consist of the Treasurer and at least one other Director who is appointed by the President with approval of the Board. The committee shall be responsible for coordinating the Corporation’s budgeting, auditing, investments and related financial activities.

 

 Section 3. Nominations and Governance Committee: The Nominations and Governance Committee shall consist of at least one Directors and one Officer and, if desirable, individuals from the community who will be appointed by the President, subject to approval by the Board.  The committee will present nominees for each Director position pursuant to the terms of Article 9.  The committee shall ensure the Corporation has in place appropriate operating and personnel policies to guide day-to-day operations of the Corporation and its employees, if any.  Further, the committee shall conduct, at least annually, a review of the Corporation’s bylaws and Policies & Procedures. 

 

Section 5.  Audit Committee:  This committee shall consist of at least two members, all of whom shall be independent Directors other than the Treasurer. 

This committee oversees the accounting and financial reporting process of the Corporation and the audit of the Corporation’s financial statements.  Specifically, this committee has the following responsibilities with respect to audits:

(a)annually retain or renew the retention of an independent auditor to conduct the audit after considering the performance and independence of the independent auditor;

(b)review with the independent auditor the scope and planning of the audit prior to the audit’s commencement;

(c)upon completion of the audit, review and discuss with the independent auditor the results of the audit and any related management letter and more specifically: (1) any material risk and weaknesses in internal controls identified by the auditor, (2) any restrictions on the scope of the auditor’s activities or access to requested information, (3) any significant disagreements between the auditor and management, and (4) the adequacy of the Corporation’s accounting and financial reporting processes;

(d)oversee the bidding process to consider an auditor change every three years;

(e)report on the foregoing activities to the Board. 

 

This committee also makes recommendations to the Treasurer about the finances of the Corporation and shall oversee the adoption of, implementation of and compliance with the Corporation’s conflicts of interest and related party transaction policy and whistleblower policy.

 

Section 7. Board Committees and Corporation Committees.  Board Committees can bind the Board and must be made up of at least two Directors and no non-Directors.  Committees of the Corporation cannot bind the Board and may include non-Directors.

 

Section 8.  Standing Committees:  The standing committees of the Corporation shall be those specified in these bylaws and such others as the Board may establish from time to time.

 

Section 9. Ad Hoc Committees:  The President may create, from time to time, such ad hoc committees as may be deemed advisable.

 

ARTICLE 9. Nominations and Elections

 

Section 1. Nomination Process:  The Nominating and Governance Committee will provide a slate of new Director candidates to the Board for a vote at the annual Board meeting. Approved candidates will be invited to join the Board.  Candidates who are not approved will be considered for other Corporation committee opportunities. At times when unexpected vacancies occur during the year, the Nominations and Governance Committee will present a nomination to the Board to vote on at the next possible Board meeting.

 

Section 2. Factors considered in Board Appointments. Candidates for the Board must adhere to the biblical precedent set for elders/overseers in Titus 1:6-9.

 

ARTICLE 10.  Employees

 

Section 1. Executive Director: The Board shall have authority to employ, supervise, evaluate and terminate the employment of an Executive Director.

 

Section 2. Employees: The Board may, as determined necessary, create or abolish other positions to carry out the mission of the Corporation.  The Executive Director is responsible for the selection, supervision, evaluation and termination of said employees.

 

ARTICLE 11.  Whistleblower Policy

 

Section 1.  Purpose: The Corporation is committed to maintaining an atmosphere where individuals are free to raise good faith concerns regarding the business practices of the Corporation.  The purpose of this policy is to protect from retaliation persons who report suspected improper conduct.

 

Section 2.  Prohibition:  No Director, employee or volunteer of the Corporation who in good faith reports any action or suspected action taken by or within the Corporation that is illegal, fraudulent or in violation of any adopted policy of the Corporation shall suffer intimidation, harassment, discrimination or other retaliation, or, in the case of employees, adverse employment consequences. 

 

Section 3.  Reporting Procedure:  The Audit Committee[3] shall administer this policy.  Violations or suspected violations of laws or corporate policies shall be reported to the Executive Director, the President or the Audit Committee.  Any report that comes to the Executive Director or President, shall promptly be turned over to the Audit Committee. The name of the person making such a report shall remain confidential to the extent possible.  

 

Section 4.  Violation: Any employee who violates this policy shall be subject to discipline up to and including termination and any Director who violates this provision shall be subject to removal from the Board. Any individual who believes Section 2 has been violated shall follow the same reporting procedure set forth above in Section 3.

 

Section 5.  Distribution:  A copy of this policy shall be distributed to all Directors, employees and volunteers who provide substantial services to the Corporation.

 

ARTICLE 12.  Amendments

 

Section 1.  Proposed Amendments: Amendments to the bylaws may be proposed by any Director.

 

Section 2. Notice:  The Governance Committee must provide notice of proposed bylaw amendments to the existing Directors at least thirty days prior to a vote. The notice must specify the proposed changes to the bylaws.

 

Section 3.  Voting:  After the required notice, bylaws may be amended by a two-thirds vote of the entire Board at a duly constituted Board meeting.

 

ARTICLE 13.  Dissolution

 

Section 1.  Vote:  The Corporation may be dissolved by a two-thirds vote of the Board.

 

Section 2.  Residual Assets:  Upon dissolution of the Corporation, any residual assets shall be distributed as provided for in the Corporation’s certificate of incorporation.

 

ARTICLE 14.  Construction of Bylaws

 

In the event of a dispute over the interpretation of these bylaws, the interpretation of the Board shall be final unless directed otherwise by a court of law.

 

ARTICLE 15.  Severability

 

In the event that any provision of these bylaws is declared to be invalid or unenforceable, all remaining provisions of these bylaws shall continue in full force and effect.

 

Adopted: _________________, 2014

 

 

 

 

[1] The term “Directors” shall include Officers unless otherwise specified.

 

[2] If the Corporation does not have an Audit Committee in place, the Audit Committee shall be replaced by the Board in this Article.

 

[3] If the Corporation does not have an Audit Committee in place, the Audit Committee shall be replaced by the Board in this Article.