ARTICLE I
NAME AND PURPOSE
Section 1.1 Name.
New Light Methodist Church, Inc.
Section 1.2 Purposes.
The purposes for which the corporation is formed are as set forth in its
Articles of Incorporation.
ARTICLE II
OFFICES AND REGISTERED AGENT
Section 2.1 Offices.
The physical address of the registered office of the corporation in the State of
Florida is 2650 Evergreen Road, Deland FL 32724 USA and the mailing address is
the same. The Board of Directors may, from time to time, establish different
offices for the corporation within the State of Florida and may designate a
different address as its registered office; provided, however, that any such
designation of a different registered office shall become effective only upon
the filing of a statement of such change with the Secretary of State of the
State of Florida as required by law.
Section 2.2 Registered Agent.
The registered agent of the corporation shall be Richard P. Chandler, whose
physical address is 2650 Evergreen Road, Deland FL 32724, and whose mailing
address is the same. The Board of Directors may, from time to time, designate a
different person as its registered agent; provided, however, that such
designation shall become effective only upon the filing of a statement of such
change with the Secretary of State of the State of Florida as is required by
law.
ARTICLE III
MEMBERSHIP
Section 3.1 Membership.
The members of the corporation shall be those persons who, from time to time,
shall be designated by the Board of Directors in the manner set forth herein.
Members of the corporation must be members of the Board of Directors, which
shall have sole authority to determine the qualifications for membership.
Section 3.2 Qualifications.
Only those persons designated by the Board of Directors who agree to be bound by
the Articles of Incorporation of the corporation, by these Bylaws and by such
regulations and rules as the Board of Directors may, from time to time,
prescribe, adopt and implement, are eligible for membership in the corporation.
Section 3.3 Property Rights.
No member of the corporation shall have any right, title or interest in and unto
any of the property or assets, including any earnings or investment income of
this corporation, nor shall any of such property or assets be distributed to any
member of this corporation on the dissolution or liquidation thereof.
Section 3.4 Liability of Members.
No member of the corporation shall be personally liable for any of its debts,
liabilities or obligations, nor shall any member be subject to any assessment.
Section 3.5 Transfers.
Membership in the corporation is nontransferable. Membership shall terminate at
the end of a member's term or on the member's resignation or death.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1 Authority.
The Board of Directors (a.k.a. The Board of Stewards) of the corporation shall
have the sole authority to direct the administration and operation of the
business of the corporation as the members of the Board of Directors deem
appropriate from time to time. The Board of Directors shall further have the
authority to employ or dismiss professional advisors, consultants and/or
employees of the corporation, including but not limited to the authority to
appoint and ordain a minister or ministers. The corporation shall indemnify the
members of the Board of Directors in accordance with the corporation's Policy of
Indemnification protecting same as set forth herein.
Section 4.2 Number and Qualification.
The members of the Board of Directors shall be the members of the corporation.
The number of members of the Board of Directors shall be determined by the then
existing Board of Directors; however, the members of the Board of Directors
shall never be less than five (5). Board of Directors' terms of office shall
continue after their selection until the midnight next preceding the day on
which is held the annual meeting of the Board of Directors to elect their
successors. The annual meeting of the Board of Directors shall be held in June
of each year and the Board of Directors' members whose office has been vacated
that date shall be elected at such annual meeting as set forth herein. At such
annual meeting, new Directors shall be elected by majority vote of those members
of the Board of Directors serving un-expired terms in office from among the
candidates nominated by the Board of Directors who shall vote thereon. Any
vacancies in the Board of Directors shall be filled, until the next annual
meeting, by a majority vote of the Board of Directors remaining in office. At
such next annual meeting, a Director shall be elected to fill the vacancy as
prescribed herein, but to serve only the remaining term of the Trustee vacating
from the Board of Directors for whatever reason.
Section 4.3 Election/Term.
Each member of the Board of Directors shall serve a one (1) year term, unless
otherwise specified by the then existing Board of Directors.
Section 4.4 Annual Meeting of the Board of Directors.
The annual meeting of the Board of Directors shall be held in June of each year
and the Board of Directors' members whose office has been vacated that date
shall be elected at such annual meeting as set forth herein.
Section 4.5 Special Meetings of the Board of Directors.
Special meetings of the Board of Directors may be held at any time and may be
called by the Chairperson of the Board of Directors. In the event one-third
(1/3) of the members of the Board of Directors request a meeting, the
Chairperson of the Board of Directors shall call such a meeting.
Section 4.6 Notice.
Notice of all meetings of the Board of Directors shall be mailed by the
Secretary of the corporation or the Secretary's designee if the Secretary cannot
accomplish same, postage prepaid by US Mail, at least fourteen (14) days prior
to the date of the meeting. Such notice may further be given by facsimile
transmission or in person to the respective members of the Board of Directors
within the same time frame. Notice of any meeting may be waived in writing by
any member of the Board of Directors before or during the Board of Directors
meeting.
Section 4.7 Quorum.
Fifty percent (50%) of the members of the Board of Directors shall constitute a
quorum at all meetings of the Board of Directors. The act of a majority of the
members of the Board of Directors present at a meeting thereof, provided notice
of the meeting has been duly given to all of the members of the Board of
Directors as set forth herein, or otherwise such notice is duly waived by a
majority of the members of the Board of Directors, shall be the act of the Board
of Directors unless the act of a greater number of the members of the Board of
Directors shall be required specifically by the Articles of Incorporation, the
Bylaws or laws to effectuate such action.
4.8 Informal Action.
Any action required by law to be taken at a meeting of the members of the Board
of Directors, or any action which may be taken at such a meeting, may be taken
without a meeting if a consent in writing setting forth the action shall be
signed by a two-thirds (2/3) majority of the members of the Board of Directors.
4.9 Proxies.
A Director may consent in writing to action taken at a meeting of the Board of
Directors, but proxies given by a Director to allow another Director to vote in
his or her stead shall not be recognized by the Board of Directors nor the
corporation.
4.10 Vacancy.
In case of any vacancy in the membership of the Board of Directors through
disability, resignation, death, disqualification or other cause, the then
remaining members of the Board of Directors, by a majority thereof, shall elect
a successor to hold office as a member of the Board of Directors for the
un-expired portion of the term of the Director whose place shall be vacant and
until the election of his or her successor.
4.11 Removal.
Any member of the Board of Directors may be removed, with or without cause, by a
two-thirds (2/3) majority vote of the members of the Board of Directors at a
special meeting called for that purpose. At any such meeting, any vacancy caused
by the removal may be filled by a majority vote of the then remaining members of
the Board of Directors.
Section 4.12 Compensation.
No member of the Board of Directors nor officer of the corporation shall receive
any compensation for services performed as a Director or officer for the benefit
of the corporation.
Section 4.13 Liability.
The Board of Directors shall not be personally liable for this corporation's
debt, liabilities or other obligations.
ARTICLE V
OFFICERS
Section 5.1 Number.
The officers of the corporation shall be a President, a Vice-President, a
Secretary, and a Treasurer, and such other officers as may be designated by the
Board of Directors from time to time. Each of these offers of the corporation
shall be an ex officio, voting member of the Board of Directors of the
corporation.
Section 5.2 Election.
Officers shall be elected for a one (1) year term by the Board of Directors at
its annual meeting and shall serve until their successors are chosen and
qualify. Officers may be removed by the Board of Directors upon a two-thirds
(2/3) majority vote at any time without cause. No officer shall serve more than
two (2) consecutive terms in any office.
Section 5.3 President.
The President shall be the chief executive officer of the corporation and shall
supervise and control all of the business and affaires of the corporation
subject to the authority of the Board of Directors and its members. The
President shall be a member of the Board of Directors and shall preside at
meetings of the Board of Directors as its Chairperson. In general, the President
shall perform all duties usually incident to the office of the chief executive
officer of a corporation and such other duties as may be prescribed by the Board
of Directors from time to time.
Section 5.4 Vice-President.
The Vice-President shall, in the absence or disability of the President, perform
the duties and the powers of the President. The Vice-President shall also carry
the title and perform the functions of Lay Leader of the corporation. He or she
shall also perform whatever other duties and have whatever other powers the
Board of Directors may from time to time assign him or her.
Section 5.5 Secretary.
The Secretary shall be custodian of the seal of the corporation and shall affix
the seal to all papers or instruments requiring it; shall keep the minutes,
record all proceedings and conduct the official correspondence of the
corporation; shall be responsible for the official records of the corporation;
and shall perform such other duties as the President or the Board of Directors
may determine from time to time.
Section 5.6 Treasurer.
The Treasurer shall perform all of the duties usually incident to the office of
Treasurer of a corporation and such other duties as may be assigned to him or
her by the President or the Board of Directors from time to time, including the
recording of all receipts and disbursements and reporting to the Board of
Directors on the financial condition of the corporation, the formulating of an
annual budget for approval by the Board of Directors and the maintaining of
corporate funds and financial records.
Section 5.7 Assistants.
Assistant Treasurers and Assistant Secretaries may be appointed by the Board of
Directors, from time to time, and maybe authorized to perform such duties as may
be assigned to them by the Board of Directors, the President, the Treasurer or
the Secretary.
ARTICLE VI
COMMITTEES
Section 6.1 Executive Committees.
The Board of Directors shall elect an Executive Committee of the Board of
Directors which shall consist of the following ex-officio members: Chairperson
of the Board of Directors/President, Vice President, Secretary, Treasurer,
immediate past Chairperson of the Board of Directors and the [Pastor]. The
[Pastor] shall be an ex-officio member of the Executive Committee and shall not
be entitled to vote on any matters before the Executive Committee, but shall be
counted for quorum purposes. A majority of the Executive Committee shall
constitute a quorum for any meeting thereof. The act of the majority of the
members of the Executive Committee present at any meeting thereof, provided
appropriate notice was given to or waived by the Executive Committee members,
shall constitute the Executive Committee's action on any matter. Meetings of the
Executive Committee may be called at any time by the President who shall serve
as the Chairperson of the Executive Committee on twenty-four (24) hours personal
notice to all the Executive Committee members.
Section 6.2 Standing Committees.
The corporation shall have the following Standing Committees whose actions shall
be subject to Board of Directors' approval: Executive Committee, Finance
Committee, Long Range Planning Committee, Development Committee, Community
Relations Committee, and Buildings and Grounds Committee. The Chairperson and
all other members of the Standing Committees shall be selected by the President
of the Board of Directors hereof, subject to the Board of Directors' majority
confirmation. Further, the Chairperson of each Standing Committee shall also
serve as an ex officio, voting member of the Board of Directors. The members of
the Standing Committees shall serve for one (1) year or until his or her
successor is appointed, unless such Standing Committee shall be sooner
terminated, or unless such member is removed or ceases to qualify as a member of
the corporation.
Section 6.3 Other Committees.
Other committees not having and exercising the managerial authority of the Board
of Directors may be established by resolution duly adopted by the majority vote
of the Board of Directors. Members of other committees shall be selected by the
President of the Board of Directors, subject to the Board of Directors' majority
confirmation.
Section 6.4 Term.
Each member of a Non-standing Committee shall continue in that capacity until
the earlier of one of the following events: (1) the next annual meeting of the
Board of Directors or until his or her successor is appointed, or (2) until such
Non-standing Committee may be dissolved.
Section 6.5 Chairperson.
One member of each committee shall be appointed chairperson by the Board of
Directors at the creation of the committee.
Section 6.6 Vacancy.
Vacancies in the membership of any committee shall be filled by appointments
made in the same manner as provided in the case of original appointments and any
member so elected shall be elected for the un-expired term of his or her
predecessor.
ARTICLE VII
EXCULPATION OF DIRECTORS/OFFICERS
Section 7.1 Personal Actions.
No Director or officer of the corporation shall be liable to anyone for any acts
on behalf of the Board of Directors or the corporation or any omissions with
respect to the Board of Directors or the corporation committed by him or her
except for his or her own gross negligence or willful misconduct.
Section 7.2 Actions by Others.
No Director or officer of the corporation shall be liable to anyone for any acts
of neglect or default on the part of any one (1) or more of the other member of
the Board of Directors or officers of the corporation in the absence of specific
knowledge and complicity on the part of such Director or officer of such neglect
or default.
ARTICLE VIII
INDEMNIFICATION
Section 8.1 Indemnification
The corporation shall indemnify any Director or officer of the corporation who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil or criminal,
administrative or investigative, by reason of the fact that he or she is or was
a Director or officer of the corporation or is or was serving at the request of
the Corporation as a Director or officer against all expenses (including
attorneys' fees and costs), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him or her in connection with such action,
suit or proceeding, including any appeal thereof, if he or she acted in good
faith or in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, if he or she had no reasonable cause to believe his or her
conduct was unlawful. Any indemnification hereunder shall be made only on a
determination by a majority vote of disinterested members of the Board of
Directors, or in any other manner than permitted by law, that indemnification is
proper in the particular circumstances because the party to be indemnified has
met the applicable standard of conduct. Indemnification hereunder may be paid by
the corporation in advance of the final disposition of any action, suit or
proceeding on a preliminary determination that the Director or officer met the
applicable standard of conduct and on receipt of an undertaking by or on behalf
of the Director or officer to repay such amount, unless it is ultimately
determined that he or she is entitled to be indemnified by the corporation as
authorized in this section. The indemnification provided for herein shall
continue as to any person who has ceased to be a Director or officer of the
corporation and shall inure to the benefit of the personal representatives,
administrators, executors or heirs of such person.
Section 8.2 Insurance.
The corporation shall have power to purchase and maintain insurance on behalf of
any person who is or was a Director or officer of the corporation or who is or
was serving at the request of the corporation as a Director or officer against
any liability asserted against him or her and incurred by him or her in any such
capacity or arising out of his or her status as such, whether or not the
corporation would have authority to indemnify him or her against such liability
under the provisions of this article or under law.
ARTICLE IX
AMENDMENTS
Section 9.1 Articles of Incorporation.
The Articles of Incorporation may, under the provisions, conditions and terms
thereof, be amended by a two-thirds (2/3) majority vote of the Board of
Directors at an annual meeting or special meeting called for that purpose.
Section 9.2 Bylaws.
The Bylaws of the corporation may be altered, amended or revoked or new Bylaws
adopted, by a two-thirds (2/3) majority vote of the Board of Directors at an
annual meeting or special meeting called for that purpose.
ARTICLE X
FISCAL YEAR
Unless otherwise designated by the Board of Directors, the fiscal year of the
corporation shall be the same as the calendar year.
ARTICLE XI
CORPORATE SEAL
This corporation shall have a seal, hereby adopted, circular in form with the
name of the corporation and the words "A Nonprofit Corporation"
inscribed upon its face. An imprint of the seal of this corporation is impressed
upon the margin hereof.
CERTIFICATE OF ADOPTION
We, the officers of this corporation, hereby certify that the foregoing
Bylaws were duly adopted by the Board of Directors of the New Light Methodist
Church, Inc. May 30th, 2005.
________________________________________
Richard P. Chandler, President
_________________________________________
Fawn L. Chandler, Secretary
_________________________________________
Cheryl Cowell, Treasurer
