non-profit bylaws word doc

7/31/2019 Non-Profit Bylaws Word Doc

1/23

BYLAWS

OF

______

a _________ Nonprofit CorporationTABLE OF CONTENTS

Page

ARTICLE I

ARTICLE II

Section 1. Section 2.

ARTICLE III

Section 1. Section 2.

ARTICLE IV ARTICLE V ARTICLE VI

ARTICLE VII Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7.

ARTICLE VIII

Section 1. Section 2. Section 3.

ARTICLE D(

Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8.Section 9. Section 10. Section 11

NAME..........................................................................................................1

OFFICES.......................................................................................................1Principal Office...............................................................................................1Other Offices.................................................................................................1

PURPOSES AND OBJECTIVES....................................................................1Specific Purpose..............................................................................................1General Purposes.........................................Error! Bookmark not defined.

NONPARTISAN ACTIVITIES......................................................................2

DEDICATION OF ASSETS.........................................................................2

MEMBERS...................................................................................................2

DIRECTORS.................................................................................................2Powers...........................................................................................................2Number and Qualification of Directors............................................................3Designation and Term of Office.......................................................................3


2/23

Vacancies on Board.........................................................................................4Directors' Meetings.........................................................................................5Action Without Meeting..................................................................................6Compensation................................................................................................6

COMMITTEES.............................................................................................7Committees....................................................................................................7Restrictions on Committees.............................................................................7Meetings and Action of Committees................................................................7

OFFICERS....................................................................................................8Officers..........................................................................................................8Election of Officers.........................................................................................8Subordinate Officers........................................................................................8Removal of Officers........................................................................................8Resignation of Officers....................................................................................8Vacancies in Office..........................................................................................8

Chairman of the Board.....................................................................................8President........................................................................................................9Vice President................................................................................................9Secretary........................................................................................................9Chief Financial Officer....................................................................................9

ARTICLE X INDEMNIFICATION OF DIRECTORS, OFFICERS,EMPLOYEES, AND AGENTS...........................................................10

Section 1. Right of Indemnity..............................................................................10Section 2. Approval of Indemnity........................................................................10

Section 3. Advancement of Expenses...................................................................10

Section 4. Insurance...........................................................................................10

ARTICLE XI RECORDS AND REPORTS.............................................................11Section 1. Maintenance of Corporate Records.....................................................11Section 2. Inspection by Directors........................................................................11

Section 3. Annual Report....................................................................................11Section 4. Annual Statement of Certain Transactions and Indemnifications....... .11

ARTICLE XII MISCELLANEOUS.........................................................................12Section 1. Fiscal Year.........................................................................................12Section 2. Checks, Drafts, Evidence of Indebtedness............................................12

Section 3. Corporate Contracts and Instruments; How Executed..........................12Section 4. Construction and Definitions...............................................................13

ARTICLE XIII AMENDMENTS..............................................................................13Section 1. Amendment by Board..........................................................................13Section 2. Specific Consent Requirement.............................................................13

BYLAWS


3/23

OF

_______________________,

a _______ Nonprofit Corporation

ARTICLE INAME

The name of this corporation shall be _________________________________.

ARTICLE II

OFFICES

Section 1. Principal Office. The principal office for the transaction of the business ofthe corporation ("principal executive office") is located at ________________________. Thedirectors may change the principal office from one location to another. Any change of thislocation shall be noted by the secretary on these Bylaws opposite this section, or this section maybe amended to state the new location.

Section 2. Mailing Address. The mailing address of the Corporation need not be thesame as the principal executive office and may be established by the board of directors from time totime. Currently the mailing address of the corporation is _______________________________.

Section 3. Other Offices. The board of directors may at any time establish branch orsubordinate offices at any place or places where the corporation is qualified to do business.

ARTICLE IIIPURPOSES AND OBJECTIVES

Section 1. Specific Purpose. This corporation is organized and shall be operatedexclusively for religious, charitable, scientific, testing for public safety, literary, or educationalpurposes, or to foster national or international amateur sports competition, or for the prevention ofcruelty to children or animals, within the meaning of Section 501(c)(3) of the Internal RevenueCode of 1986, as amended (the "Code"). The specific and exclusive purpose of this corporation is toprovide an audio ministry to make sermons available to the public and to Reach the World with theWord of God.

ARTICLE IVNONPARTISAN ACTIVITIES

This corporation has been formed under the ________________ Nonprofit CorporationLaw for the purposes described above, and it shall be nonprofit and nonpartisan. No substantial partof the activities of this corporation shall consist of the publication or dissemination of materialswith the purpose of attempting to influence legislation, and this corporation shall not participate orintervene in any political campaign on behalf of any candidate for public office or for or against


4/23

any cause or measure being submitted to the people for a vote.

This corporation shall not, except to an insubstantial degree, engage in any activities orexercise any powers that are not in furtherance of its purposes described above.

ARTICLE VDEDICATION OF ASSETS

The property of this corporation is irrevocably dedicated to religious or charitablepurposes and no part of the net income or assets of this corporation shall ever inure to the benefit ofany director, officer, or member hereof or to the benefit of any private person. Upon thedissolution or winding up of this corporation, its assets remaining after payment, or provision forpayment, of all of its debts and liabilities shall be distributed to a nonprofit fund, foundation orcorporation, designated by the board of directors of this corporation, that is organized andoperated exclusively for religious, charitable or educational purposes and which has established itstax exempt status under Section 501(c)(3) of the Code.

ARTICLE VIMEMBERS

This corporation shall have no members. Any action that would otherwise requireapproval by a majority of all members or approval by the members shall require only approval of theboard of directors, as authorized by Section 9310 of the California Nonprofit ReligiousCorporation Law.

ARTICLE VIIDIRECTORS

Section 1. Powers.

(a) General Corporate Powers. Subject to the provisions of the CaliforniaNonprofit Religious Corporation Law and any limitations in the Articles of Incorporationand these Bylaws, the business and affairs of this corporation shall be managed, and allcorporate powers shall be exercised, by or under the direction of the board of directors;provided, however, that in order to preserve the nonprofit, exempt-from-income-taxstatus of this corporation, neither the board nor any member thereof shall do any act, orauthorize or suffer the doing of any act by an officer or employee of this corporation, on

behalf of the corporation, which is inconsistent with the Articles or these Bylaws or the nonprofitpurpose of this corporation. Any such act or acts shall be null and void.

(b) Specific Powers. Without prejudice to these general powers, and subjectto the same limitations, the directors shall have the power to:

a. Select and remove all officers, agents, and employees of this corporation;prescribe any powers and duties for them that are consistent with law, withthe Articles of Incorporation, and with these Bylaws; and fix theircompensation.


5/23

b. Change the principal office from one location to another; and designateany place, either within or outside the State of California, for the holdingof any meeting or meetings.

c. Adopt, make, and use a corporate seal; and alter the form of the seal.

d. Borrow money and incur indebtedness on behalf of this corporationand cause to be executed and delivered for this corporation's purposes andobjectives, in the corporate name, promissory notes, bonds, debentures, deedsof trust, mortgages, pledges, hypothecations, and other evidences of debtand securities.

Section 2. Number and Qualification of Directors.

e. Authorized Number and Qualifications. The authorized number of directorsshall be not less than two (2) or more than seven (7), until changed by anamendment to these Bylaws. The exact number of directors shall be fixed, within those

limits, by a resolution adopted by the board of directors.

f. Restriction on Interested Persons as Directors. Not more than forty-nine percent(49%) of the persons serving on the board of directors at any time may beinterested persons. An interested person is (i) any person being compensated by thiscorporation for services rendered to it within the previous twelve (12) months,whether as a full-time or part-time employee, independent contractor, or otherwise,excluding any reasonable compensation paid to a director as director; and (ii) anybrother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law,daughter-in-law, mother-in-law, or father-in-law of any such person. However, anyviolation of the provisions of this paragraph shall not affect the validity or

enforceability of any transaction entered into by this corporation.

Section 3. Designation and Term of Office.

(a) Designation of Directors. All directors shall be elected at the annualmeeting of the board of directors; provided, however, that if any such annual meeting isnot held or the directors are not elected at such annual meeting, they may be elected atany special meeting of the board of directors held for that purpose or by written ballot.

Each director, including a director elected to fill a vacancy or elected at a special meeting of theboard of directors, shall hold office until expiration of the term for which elected and until asuccessor has been elected and qualified.

(b) Term of Office. Each designated director shall hold office for one (1) yearand until a successor has been designated or elected, as the case may be; provided, however, thateach designated director may be removed at any time for any reason, or for no reason, by the personor persons then entitled to designate the directors.

Section 4. Vacancies on Board.

g. Events Causing Vacancy. A vacancy or vacancies in the board of directors shall


6/23

be deemed to exist on the occurrence of the following: (i) the death, resignation, orremoval of any director, (ii) the declaration by resolution of the board of directors of avacancy of the office of a director who has been declared of unsound mind by anorder of court or convicted of a felony or has been found by final order or judgment ofany court to have breached any duty under Article 4 of Chapter 2 of the California

Nonprofit Religious Corporation Law, (iii) the vote of a majority of all the directorsof the corporation to remove a director; provided, however, that a director whowas designated as a director, rather than elected by the directors may be removedby the person or persons then entitled to designate the directors, and may nototherwise be removed without the written consent of that person or persons; (iv) theincrease of the authorized number of directors, or (v) the failure of the directors, atany meeting of directors at which any director or directors are to be elected, to electthe number of directors to be elected at such meeting.

h. Resignations. Except as provided in this paragraph, any director may resign bygiving written notice to the chairman of the board, if any, or to the president or the

secretary of the board. The resignation shall be effective when notice is given unlessthe notice specifies a later time for the resignation to become effective. If theresignation of a director is effective at a future time, a successor director may bedesignated in accordance with Section 3 above or, failing such designation, electedby the board of directors, in either case to take office when the resignation becomeseffective. Except upon notice to the Attorney General, no director may resign when thiscorporation would then be left without a duly elected director in charge of its affairs.

i. Vacancies Filled by Designation or by Board. Vacancies in the board of directors maybe filled by designation in accordance with Section 3 above; provided, however, thatif no person entitled to designate the directors is then able or willing to do so,vacancies in the board of directors may be filled by a majority of the remainingdirectors, though less than a quorum, or by a sole remaining director, except that avacancy created by the removal of a director by the vote or written consent of thedirectors of the corporation or by court order may be filled only by the vote of amajority of the directors entitled to vote represented at a duly held meeting at which aquorum is present, or by the written consent of a majority of the required quorum ofdirectors. Each director so elected shall hold office until the next annual meeting of thedirectors and until a successor has been elected and qualified.

(d) No Vacancy on Reduction of Number of Directors. No reduction of theauthorized number of directors shall have the effect of removing any director before that director'sterm of office expires.

Section 5. Directors' Meetings.

j. Place of Meetings. Meetings of the board of directors may be held at any place withinor outside the State of California that has been designated from time to time byresolution of the board or in the notice of the meeting. In the absence of suchdesignation, meetings shall be held at the principal executive office of this corporation.Notwithstanding the above provisions of this Section 5, a regular or special meetingof the board of directors may be held at any place consented to in writing by all the


7/23

board members, either before or after the meeting. If consents are given, they shallbe filed with the minutes of the meeting.

k. Meetings by Telephone. Any meeting, regular or special, may be held by conferencetelephone or similar communication equipment, so long as all directors

participating in the meeting can hear one another. All such directors shall be deemedto be present in person at such a meeting.

l. Annual Meeting. The annual meeting of the board of directors shall be held eachyear on a date and at a time designated by the board of directors. The date so designatedshall be within fifteen (15) months after the last annual meeting. At each annualmeeting directors shall be elected, officers shall be elected and any other proper businessmay be transacted.

m. Other Regular Meetings. Other regular meetings of the board of directors may be heldwithout notice at such time and place as shall from time to time be fixed by the boardof directors.

n. Special Meetings. Special meetings of the board of directors for any purpose orpurposes may be called at any time by the chairman of the board, if any, the president orany vice president, or the secretary or any two (2) directors.

Notice of the time and place of special meetings shall be given to each director by one of thefollowing methods: (i) by personal delivery of written notice; (ii) by first-class mail, postageprepaid; (iii) by telephone, including a voice messaging system or other system or technologydesigned to record and communicate messages, either directly to the director or to a person at thedirector's office who would reasonably be expected to communicate that notice promptly to thedirector; or (iv) by telegraph, facsimile, electronic mail or other electronic means. All such notices

shall be given or sent to the director's address or telephone number as shown on the records ofthis corporation. In case the notice is mailed, it shall be deposited in the United States mail atleast four (4) days before the time of the holding of the meeting. In case the notice is deliveredpersonally, or by telephone, or by telegraph, facsimile, electronic mail or other electronic means, it shallbe delivered at least forty-eight (48) hours before the time of the holding of the meeting. Thenotice shall state the time of the meeting, and the place of the

meeting if other than the principal office of this corporation. It need not specify the purpose ofthe meeting nor the place if the meeting is to be held at the principal office of this corporation.

o. Quorum. A majority of the authorized number of directors shall constitute a quorumfor the transaction of business, except to adjourn. Every act or decision done or made

by a majority of the directors present at a meeting duly held at which a quorum ispresent shall be regarded as the act of the board of directors, subject to the more stringentprovisions of the California Nonprofit Religious Corporation Law, including,without limitation, those provisions relating to (i) approval of contracts or transactionsin which a director has a direct or indirect material financial interest, (ii) appointmentof committees, and (iii) indemnification of directors. A meeting at which aquorum is initially present may continue to transact business, notwithstanding thewithdrawal of directors, if any action taken is approved by at least a majority of the


8/23

required quorum for that meeting.

p. Waiver of Notice. The transactions of any meeting of the board of directors,however called and noticed or wherever held, shall be as valid as though taken at ameeting duly held after regular call and notice, if a quorum is present, and either

before or after the meeting, each of the directors not present, or who though presenthas prior to the meeting or at its commencement protested the lack of proper noticeto him, signs a written waiver of notice, or a written consent to holding themeeting, or an approval of the minutes. The waiver of notice or consent need notspecify the purpose of the meeting. All waivers, consents, and approvals shallbe filed with the corporate records or made a part of the minutes of the meeting.

q. Adjournment. A majority of the directors present, whether or notconstituting a quorum, may adjourn any meeting to another time and place.

r. Notice of Adjournment. Notice of the time and place of holding an

adjourned meeting need not be given, unless the meeting is adjourned for morethan twenty-four (24) hours, in which case notice of the time and place shall begiven before the time of the adjourned meeting in the manner specified in thisSection 5 to the directors who were not present at the time of the adjournment.

Section 6. Action Without Meeting. Any action required or permitted to be taken bythe board of directors may be taken without a meeting, if all members of the board shall individuallyor collectively consent in writing to that action. Such action by written consent shall have the same forceand effect as a unanimous vote of the board of directors. Such written consent or consents shall be filedwith the minutes of the proceedings of the board. For purposes of this action only, "all members of theboard" shall not include any "interested director" as defined in Section 9243 of the California Nonprofit

Religious Corporation Law.

Section 7. Compensation. Directors and members of committees shall receive nocompensation for their services.

ARTICLE VIIICOMMITTEES

Section 1. Committees. The board of directors may, by resolution adopted by amajority of the directors then in office, establish one or more committees, each consisting of two (2)or more directors and no persons who are not directors, to serve at the pleasure of the board. Theboard may designate one (1) or more directors as alternate members of any committee who may

replace any absent member at any meeting of the committee.

Section 2. Restrictions on Committees. Any committee, to the extent provided in theresolution of the board, shall have all the authority of the board, except that no committee,regardless of board resolution, may do any of the following:

(a) take any final action on matters which, under the California Nonprofit

Religious Corporation Law, also requires approval of the directors or approval of a


9/23

majority of all directors;

s. fill vacancies on the board of directors or in any committee;

t. fix compensation of the directors for serving on the board or on anycommittee;

u. amend or repeal Bylaws or adopt new Bylaws;

v. amend or repeal any resolution of the board of directors which by itsexpress terms is not so amendable or repealable;

w. appoint any other committees of the board of directors or themembers thereof;

x. expend corporate funds to support a nominee for director afterthere are more people nominated for director than can be elected; or

y. approve any transaction which is defined as a self-dealingtransaction in Section 9243 of the California Nonprofit ReligiousCorporation Law, except as such approval may be allowed by saidsection.

Section 3. Meetings and Action of Committees. Meetings and action of committeesshall be governed by, and held and taken in accordance with, the provisions of Article VII ofthese Bylaws concerning meetings of directors, with such changes in the context of those Bylaws asare necessary to substitute the committee and its members for the board of directors and its members,except that the time for regular meetings of committees may be determined either by resolution of theboard of directors or by resolution of the committee. Special meetings of committees may alsobe called by resolution of the board of directors, and notice of special meetings of committeesshall also be given to any and all alternate members, who shall have the right to attend allmeetings of the committee. Minutes shall be kept of each meeting of any committee and shall befiled with the corporate records. The board of directors may adopt rules for the government of anycommittee not inconsistent with the provisions of these Bylaws.

ARTICLE IXOFFICERS

Section 1. Officers. The officers of this corporation shall be a president, a secretary,and a chief financial officer. This corporation may also have, at the discretion of the board ofdirectors, a chairman of the board, one or more vice presidents, a treasurer, one or more assistant

secretaries, one or more assistant treasurers, and such other officers as may be appointed inaccordance with the provisions of Section 3 of this Article IX. If there is a treasurer, he shall be thechief financial officer unless some other person is so appointed by the board of directors. Anynumber of offices may be held by the same person, except that neither the secretary nor the chieffinancial officer may serve concurrently as the president or chairman of the board.

Section 2. Election of Officers. The officers of the corporation, except thoseappointed in accordance with the provisions of Section 3 of this Article IX, shall be elected by the


10/23

board of directors, and each shall serve at the pleasure of the board, subject to the rights, if any, ofan officer under any contract of employment.

Section 3. Subordinate Officers. The board of directors may appoint, and mayauthorize the president or another officer to appoint, any other officers that the business of thecorporation may require, each of whom shall have the title, hold office for the period, have theauthority, and perform the duties specified in the Bylaws or determined from time to time by theboard of directors.

Section 4. Removal of Officers. Subject to the rights, if any, of an officer under anycontract of employment, any officer may be removed, with or without cause, by the board ofdirectors, at any regular or special meeting of the board, or, except in case of an officer elected bythe board of directors, by an officer on whom such power of removal may be conferred by the board ofdirectors.

Section 5. Resignation of Officers. Any officer may resign at any time by givingwritten notice to the board of directors. Any resignation shall take effect at the date of the

receipt of that notice or at any later time specified in that notice; and, unless otherwise specified inthat notice, the acceptance of the resignation shall not be necessary to make it effective. Anyresignation is without prejudice to the rights, if any, of this corporation under any contract towhich the officer is a party.

Section 6. Vacancies in Office. A vacancy in any office because of death,resignation, removal, disqualification, or any other cause shall be filled only in the mannerprescribed in these Bylaws for regular election to that office.

Section 7. Chairman of the Board. If such an officer be elected, the chairman of theboard shall preside at meetings of the board of directors and exercise and perform such otherpowers and duties as may be from time to time assigned to him by the board of directors or

prescribed by the Bylaws. If there is no president, the chairman of the board shall, in addition, bethe chief executive officer of the corporation and shall have the powers and duties prescribed inSection 8 of this Article.

Section 8. President. Subject to such supervisory powers, if any, as may be given bythe board of directors to the chairman of the board, the president shall, subject to the control of theboard of directors, generally supervise, direct, and control the business and the officers of thecorporation. In the absence of the chairman of the board, or if there be none, the president shallpreside at all meetings of the board of directors. The president shall have such other powers andduties as may be prescribed by the board of directors or the Bylaws. The president shall be thechief executive officer of the corporation unless the chairman of the board, if any, is sodesignated.

Section 9. Vice President. In the absence or disability of the president, the vice

presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vicepresident designated by the board of directors, shall perform all the duties of the president, andwhen so acting shall have all the powers of, and be subject to all the restrictions upon, thepresident. The vice presidents shall have such other powers and perform such other duties asfrom time to time may be prescribed for them respectively by the board of directors or Bylaws andthe chairman of the board.


11/23

Section 10. Secretary. The secretary shall attend to the following:

z. Book of Minutes. The secretary shall keep or cause to be kept, at theprincipal office or such other place as the board of directors may direct, abook of minutes of all meetings and actions of directors, committees ofdirectors, with the time and place of holding, whether regular or special,and, if special, how authorized, the notice given, the names of those presentat such meetings, the number of directors present or represented a directors'meetings, and the proceedings of such meetings.

aa. Notices, Seal and Other Duties. The secretary shall give, or cause to begiven, notice of all meetings of the board of directors required by the Bylawsor by law to be given. The secretary shall keep the seal of the corporationin safe custody. The secretary shall have other powers and perform suchother duties as may be prescribed by the board of directors or the Bylaws.

Section 11. Chief Financial Officer.

bb. Books of Account. The chief financial officer shall keep and maintain, or causeto be kept and maintained, adequate and correct books and records ofaccounts of the properties and business transactions of this corporation. Thechief financial officer shall send or cause to be given to the directors suchfinancial statements and reports as are required to be given by law, by theseBylaws, or by the board. The books of account shall be open to inspection byany director at all reasonable times.

cc. Deposit and Disbursement of Money and Valuables. The chief financial officershall deposit all money and other valuables in the name and to the credit of this

corporation with such depositories as may be designated by the board ofdirectors and the chief financial officer shall disburse the funds of thiscorporation as may be ordered by the board of directors. The chief financialofficer shall render to the president and directors, whenever they request it,an account of all transactions effected by the chief

financial officer and of the financial condition of this corporation. The chief financialofficer shall have such other powers and perform such other duties as may be prescribedby the board of directors or the Bylaws.

(c) Bond. If required by the board of directors, the chief financial officershall give this corporation a bond in the amount and with the surety or sureties specifiedby the board of directors for faithful performance of the duties of such office and for

restoration to this corporation of all its books, papers, vouchers, money, and otherproperty of every kind in the possession or under control of the chief financial officer onsuch officer's death, resignation, retirement, or removal from office.

ARTICLE XINDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS

Section 1. Right of Indemnity To the fullest extent permitted by law, this


12/23

corporation shall indemnify any present or former director, officer, employee or other "agent" ofthe corporation, as that term is defined in Section 9246 of the California Nonprofit ReligiousCorporation Law, against all expenses, judgments, fines, settlements and other amounts actuallyand reasonably incurred by them in connection with any "proceeding," as that term is used inthat Section, and including an action by or in the right of the corporation, by reason of the factthat the person is or was a person described in that section. "Expenses," as used in this Bylaw,

shall have the same meaning as in Section 9246(a) of such Law.

Section 2. Approval of Indemnity. On written request to the board by any personseeking indemnification under Section 9246(b) or Section 9246(c) of the California NonprofitReligious Corporation Law, the board shall promptly determine under Section 9246(e) of suchLaw whether the applicable standard of conduct set forth in Section 9246(b) or Section 9246(c)has been met and, if so, the board shall authorize indemnification. If the board cannot authorizeindemnification because the number of directors who are parties to the proceeding with respect towhich indemnification is sought prevents the formation of a quorum of directors who are not partiesto that proceeding, application shall be made by this corporation or the agent or the attorney orother person rendering a defense to the agent to the court in which the proceeding is or waspending for a determination, whether or not the application by the agent, attorney, or other

person is opposed by this corporation.

Section 3. Advancement of Expenses. To the fullest extent permitted by law andexcept as otherwise determined by the board in a specific instance, expenses incurred by a personseeking indemnification under Sections 1 and 2 above in defending any proceeding covered bythose Sections shall be advanced by the corporation before final disposition of the proceeding, onreceipt by the corporation of an undertaking by or on behalf of that person that the advance willbe repaid unless it is ultimately determined that the person is entitled to be indemnified by thecorporation for those expenses.

Section 4. Insurance. The corporation shall have the right to purchase and maintaininsurance to the full extent permitted by law on behalf of its officers, directors, employees,

andother agents, against any liability asserted against or incurred by any officer, director, employee,or agent in such capacity or arising out of the officer's, director's, employee's, or agent's statusas such.

ARTICLE XIRECORDS AND REPORTS

Section 1. Maintenance of Corporate Records. The corporation shall keep:

dd. Adequate and correct books and records of account; and

ee. Written minutes of the proceedings of its board and committees of theboard.

Section 2. Inspection by Directors. Every director shall have the absolute right atany reasonable time to inspect the corporation's physical properties, and all books, records,documents of every kind. The inspection may be made in person or by the director's agent orattorney. The right of inspection includes the right to copy and make extracts of documents.

Section 3. Annual Report. The corporation shall cause an annual report to be sent to


13/23

the directors within one hundred twenty (120) days after the end of the corporation's fiscal year.That report shall contain the following information, in appropriate detail, for the fiscal year:

ff. The assets and liabilities, including the trust funds, of the corporation as of theend of the fiscal year.

gg. The principal changes in assets and liabilities, including trust funds.

hh. The revenue or receipts of the corporation, both unrestricted and restricted toparticular purposes.

ii. The expenses or disbursements of the corporation for both general andrestricted purposes.

jj. Any information required by Section 4 below.

The annual report shall be accompanied by any report on it of independent accountantsor, if there is no such report, by the certificate of an authorized officer of the corporation that

such statements were prepared without audit from the corporation's books and records.

This requirement of an annual report shall not apply if the corporation receives less thanTwenty-Five Thousand Dollars ($25,000.00) in gross revenues or receipts during the fiscal year;provided, however, that the information specified above for inclusion in an annual report must befurnished annually to all directors who request it in writing.

Section 4. Annual Statement of Certain Transactions and Indemnifications. As partof the annual report to all directors, or as a separate document if no annual report is issued, thecorporation shall annually prepare and furnish to each director a statement of any transaction or

indemnification of the following kind within one hundred twenty (120) days after the end of thecorporation's fiscal year:

(a) Any transaction (i) in which the corporation, its parent, or its subsidiarywas a party, (ii) in which an "interested person" had a direct or indirect material financialinterest (but a mere common directorship is not a material financial interest), and(iii) which involved more than Fifty Thousand Dollars ($50,000.00), or was one of anumber of transactions with the same interested person involving, in the aggregate, morethan Fifty Thousand Dollars ($50,000.00). For the purposes of this Section 4, an"interested person" is either of the following:

kk. Any director or officer of the corporation, its parent or subsidiary;

Or

ll. Any holder of more than ten percent (10%) of the voting power of thecorporation, its parent, or its subsidiary.

The statement shall include a brief description of the transaction, the names of interestedpersons involved, their relationship to the corporation, the nature of their interest in thetransaction and, if practicable, the amount of that interest; provided that if the transactionwas with a partnership in which the interested person is a partner, only the interest of thepartnership need be stated.


14/23

(b) Any indemnifications or advances aggregating more than Ten ThousandDollars ($10,000.00) paid during the fiscal year to any officer or director of thecorporation under Article X of these Bylaws.

ARTICLE XIIMISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of this corporation shall be the calendar year.

Section 2. Checks, Drafts, Evidence of Indebtedness. All checks, drafts or otherorders for payment of money, notes or other evidences of indebtedness, issued in the name of orpayable to this corporation, shall be signed or endorsed by such person or persons and in suchmanner as from time to time shall be determined by resolution of the board of directors.

Section 3. Corporate Contracts and Instruments; How Executed. The board ofdirectors, except as otherwise provided in these Bylaws, may authorize any officer or officers,agent or agents, to enter into any contract or execute any instrument in the name of and on behalf ofthis corporation, and this authority may be general or confined to specific instances; and,

unless so authorized or ratified by the board of directors or within the agency power of anofficer, no officer, agent or employee shall have any power or authority to bind this corporationby any contract or engagement or to pledge its credit or to render it liable for any purpose or forany amount.

Section 4. Construction and Definitions. Unless the context requires otherwise, thegeneral provisions, rules of construction, and definitions in the California Nonprofit ReligiousCorporation Law shall govern the construction of these Bylaws. Without limiting the generality ofthe above, the masculine gender includes the feminine and neuter, the singular number includesthe plural, the plural number includes the singular, and the term "person" includes both a legalentity and a natural person.

ARTICLE XIIIAMENDMENTS

Section 1. Amendment by Board. Subject to the provisions of Section 2 below, newBylaws may be adopted or these Bylaws may be amended or repealed by approval of the board ofdirectors.

Section 2. Specific Consent Requirement. The specific written consent of RossEscalette and Phyllis Escalette, or the survivor of them shall be required in order to amend orrepeal the following provisions of these Bylaws:

mm.The provision setting forth the specific and exclusive purpose and the

objectives of this corporation; and

nn. The provision setting forth the procedure for the appointment and term of officeof designated directors of this corporation.

CERTIFICATE OF SECRETARYI hereby certify that I am the duly elected and acting Secretary of CHUCK OBREMSKI

MINISTRIES, INC., a California nonprofit religious corporation, and that the above andforegoing Bylaws were adopted as the Bylaws of this corporation by Unanimous Written


15/23

Consent effective as of December 0 , 2008 and that they have not been amended or modified sincethat date.


16/23

CONFLICT OF INTEREST POLICY

OF

CHUCK OBREMSKI MINISTRIES, INC.

ARTICLE I

Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization'sinterest when it is contemplating entering into a transaction or arrangement that might benefitthe private interest of an officer or director of the Organization or might result in a possibleexcess benefit transaction. This policy is intended to supplement but not replace anyapplicable state and federal laws governing conflict of interest applicable to nonprofit andcharitable organizations.

ARTICLE II

Definitions

oo. Interested Person

Any director, principal officer, or member of a committee with governing board delegatedpowers, who has a direct or indirect financial interest, as defined below, is an interestedperson.

pp. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business,

investment, or family:

qq. An ownership or investment interest in any entity with which the Organization hasa transaction or arrangement,

rr. A compensation arrangement with the Organization or with any entity or individualwith which the Organization has a transaction or arrangement, or

ss. A potential ownership or investment interest in, or compensation arrangement with,any entity or individual with which the Organization is negotiating a transaction orarrangement.

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 Article III, Section 2, aperson who has a financial interest may have a conflict of interest only if the appropriategoverning board or committee decides that a conflict of interest exists.

ARTICLE VIIProcedures


17/23

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclosethe existence of the financial interest and be given the opportunity to disclose all material factsto 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 withthe interested person, he/she shall leave the governing board or committee meeting whilethe determination of a conflict of interest is discussed and voted upon. The remainingboard or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

tt. An interested person may make a presentation at the governing board or committee

meeting, but after the presentation, he/she shall leave the meeting during thediscussion of, and the vote on, the transaction or arrangement involving the possibleconflict of interest.

uu. The chairperson of the governing board or committee shall, if appropriate, appointa disinterested person or committee to investigate alternatives to the proposed transactionor arrangement.

vv. After exercising due diligence, the governing board or committee shall determinewhether the Organization can obtain with reasonable efforts a more advantageoustransaction or arrangement from a person or entity that would not give rise to aconflict of interest.

ww.If a more advantageous transaction or arrangement is not reasonably possibleunder circumstances not producing a conflict of interest, the governing board orcommittee shall determine by a majority vote of the disinterested directors whetherthe transaction or arrangement is in the Organization's best interest, for its ownbenefit, and whether it is fair and reasonable. In conformity with the abovedetermination it shall make its decision as to whether to enter into the transaction orarrangement.

4. Violations of the Conflicts of Interest Policy

xx. If the governing board or committee has reasonable cause to believe a member has failedto 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 allegedfailure to disclose.

yy. If, after hearing the member's response and after making further investigation aswarranted by the circumstances, the governing board or committee determines themember has failed to disclose an actual or possible conflict of interest, it shall takeappropriate disciplinary and corrective action.

Records of Proceedings


18/23

The minutes of the governing board and all committees with board delegated powers shallcontain:

zz. The names of the persons who disclosed or otherwise were found to have afinancial interest in connection with an actual or possible conflict of interest, the

nature of the financial interest, any action taken to determine whether a conflictof interest was present, and the governing board's or committee's decision as towhether a conflict of interest in fact existed.

aaa.The names of the persons who were present for discussions and votes relatingto the transaction or arrangement, the content of the discussion, including anyalternatives to the proposed transaction or arrangement, and a record of any votestaken in connection with the proceedings

ARTICLE V

Compensation

bbb.A voting member of the governing board who receives compensation, directly orindirectly, from the Organization for services is precluded from voting on matterspertaining to that member's compensation.

ccc.A voting member of any committee whose jurisdiction includes compensationmatters and who receives compensation, directly or indirectly, from theOrganization for services is precluded from voting on matters pertaining to thatmember's compensation.

ddd.No voting member of the governing board or any committee whose jurisdictionincludes compensation matters and who receives compensation, directly orindirectly, from the Organization, either individually or collectively, is prohibited

from providing information to any committee regarding compensation.

ARTICLE VI

Annual Statements

Each director, principal officer and member of a committee with governing board delegatedpowers shall annually sign a statement which affirms such person:

eee.Has received a copy of the conflicts of interest policy,

fff. Has read and understands the policy,ggg.Has agreed to comply with the policy, andhhh.Understands the Organization is charitable and in order to maintain its federal

tax exemption it must engage primarily in activities which accomplish one ormore of its tax-exempt purposes.

Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and


19/23

does not engage in activities that could jeopardize its tax-exempt status, periodic reviewsshall be conducted. The periodic reviews shall, at a minimum, include the followingsubjects:

iii. Whether compensation arrangements and benefits are reasonable, based on

competent survey information, and the result of arm's length bargaining.jjj. Whether partnerships, joint ventures, and arrangements with managementorganizations conform to the Organization's written policies, are properlyrecorded, reflect reasonable investment or payments for goods and services,further charitable purposes and do not result in inurement, impermissible privatebenefit or in an excess benefit transaction.

ARTICLE VIII

Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organizationmay, but need not, use outside advisors. If outside experts are used, their use shall notrelieve the governing board of its responsibility for ensuring periodic reviews areconducted.

The Undersigned, Secretary of this Corporation, hereby certify that Conflict of

Interest Policy of this Corporation was duly adopted as of the_day of

_________________________________________________, 20

_________________________________________________.

By______________________Secretary

RESOLVED, that each of the officers of this Corporation is authorizedand directed to make such filings and applications, to execute and deliver such

ACTION BY UNANIMOUS WRITTEN CONSENT OF BOARD OF DIRECTORS

IN LIEU OF ORGANIZATIONAL MEETING

CHUCK OBREMSKI MINISTRIES, INC.,

a California nonprofit religious corporation

The undersigned, being all of the Directors ("Board of Directors" or "Board") of CHUCK

OBREMSKI MINISTRIES, INC., a California nonprofit religious corporation (the

"Corporation"), acting pursuant to the authority of Section 9211(b) of the California Nonprofit

Religious Corporation Law, do hereby adopt, ratify and approve the following resolutions and


20/23

direct the Secretary of the Corporation to place a copy hereof in the Corporation's book of

minutes:

ARTICLES OF INCORPORATION

RESOLVED, that the Articles of Incorporation, in the form submittedto and reviewed by the Board of Directors, as filed in the Office of theSecretary of State of the State of California on June 17, 2008, be and herebyare ratified and adopted as the Articles of Incorporation of the Corporation, andthe Secretary is directed to insert a certified copy of said Articles in the book ofminutes of the Corporation.

BYLAWS

WHEREAS, the Board of Directors has not yet adopted any bylaws for theregulation of this Corporation; and

WHEREAS, there has been presented to the undersigned Directors aform of bylaws for the Bylaws of this Corporation; and

WHEREAS, it is deemed to be in the best interests of this Corporationthat said bylaws be adopted as and for the Bylaws of this Corporation.

NOW, THEREFORE, BE IT RESOLVED, that the form of bylawspresented to the Board of Directors be, and the same hereby is, in all respectsapproved and adopted as the Bylaws of this Corporation.

RESOLVED FURTHER, that the Secretary of this Corporation be, andhereby is, authorized and directed to execute a certificate of adoption of saidBylaws and to place a copy thereof, as so certified, in the Book of Minutes of thisCorporation, and to see that a copy of said Bylaws, similarly certified, iskept at the principal office in California in accordance with Section9160 of the California Nonprofit Religious Corporation Law.

LOCATION OF PRINCIPAL EXECUTIVE OFFICE/MAILING ADDRESS OFTHE CORPORATION

RESOLVED, that the principal executive office of this Corporationshall be located at 2453 N. Cottage Hill Drive, Orange, CA 92867.

RESOLVED, that the mailing address of this Corporation shall be 17853

Santiago Blvd., Suite 107-118, Villa Park, CA 92861.ACTIONS BY INCORPORATOR

RESOLVED, that the actions taken by the Incorporator sincethe Corporation was authorized to commence activities pursuant to theprovisions of the California Nonprofit Religious Corporation Law are herebyratified and affirmed.


21/23

RESOLVED FURTHER, that the resignation of the Incorporator is herebyaccepted and ordered to be appended to and made a part of these resolutions.

NUMBER OF DIRECTORS

RESOLVED, that the initial number of Directors of the Corporationshall be seven (7), subject to change in accordance with the Bylaws.

ELECTION OF OFFICERS

RESOLVED, that the following persons be and hereby are elected to theoffices of the Corporation designated opposite their respective names below,the term of such officers to commence immediately and to continue at thediscretion of the Board of Directors:

Name Office

Linda Obremski President

Krista Obremski Secretary

Dana Grogger Chief Financial Officer

ORGANIZATIONAL EXPENSES

RESOLVED, that the officers of this Corporation be, and hereby areauthorized and directed to cause this Corporation to pay all charges and expensesincident to and necessary for the incorporation and organization of this

Corporation, and to reimburse any person who has made any disbursementtherefor.BANK ACCOUNTS

RESOLVED, that the funds of the Corporation be deposited in such bank or banksas the Board of Directors shall from time to time determine, subject to the bylaws, rules,regulations and practices of such bank or banks in force from time to time governingaccounts with such bank or banks, and subject to any and all service charges now orhereafter established, and that either the President or Chief Financial Officer acting alonebe, and they hereby are, authorized to sign checks, drafts or other orders for and on behalfof the Corporation for deposit, encashment or otherwise, and said bank or banks are herebyauthorized to honor and pay on behalf of the Corporation any and all such checks, draftsor other orders signed and/or endorsed in accordance herewith.

RESOLVED FURTHER, that all form resolutions required by any such depositoryis hereby adopted in such form utilized by such depository, and the Secretary of thisCorporation is hereby authorized to certify such resolution as having been adopted herebyand is directed to insert the form of such resolutions in the Minute Book immediatelyfollowing this Action by Unanimous Written Consent.


22/23

RESOLVED FURTHER, that any such depository to which a copy certified bythe Secretary of this Corporation of these resolutions shall have been delivered shall beentitled to rely thereon for all purposes until it shall have received written notice of therevocation or amendment of these resolutions by the Board of Directors of the Corporation.

AGENT FOR SERVICE OF PROCESS

RESOLVED, that Linda Obremski, named as the initial agent for service ofprocess in the Articles of Incorporation of this Corporation, be, and hereby is, confirmed asthe Corporation's agent for the purpose of acceptance of service of process.

RESOLVED, that the address for service of process in California shall be 17853Santiago Blvd., Suite 107-118, Villa Park, CA 92861.

TAX FILINGS

RESOLVED, that the officers of the Corporation are authorized and directed totake all steps necessary for obtaining exemption from federal income tax and Californiafranchise tax for the Corporation under Section 501(c)(3) of the Internal Revenue Code andSection 23701(d) of the California Revenue and Taxation Code.

OTHER FILINGSdocuments and instruments and to do such acts and things as such officer(s) deem necessary inorder to obtain such licenses, authorizations and permits as are necessary or desirablefor this Corporation's activities, to fulfill such legal requirements as are applicable tothis Corporation or its activities or to complete the organization of this Corporation.

FISCAL YEAR

RESOLVED, that this Corporation's fiscal year shall begin on January 1 ofeach year and end on December 31 of each year.

GENERAL

RESOLVED FURTHER, that each of the officers of this Corporation is authorized,directed and empowered, on behalf of this Corporation and in its name, to executeany applications, certificates, agreements or any other instruments or documents oramendments thereto, or to do and to cause to be done any and all other acts and things assuch officers may, in their discretion, deem necessary or appropriate to carry out theintent and purposes of the foregoing resolutions.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned, being all of the Directors of this

Corporation, do hereby adopt the foregoing resolutions by Unanimous Written Consent to be

effective as of December .16 , 2008.


23/23

non-profit bylaws word doc

Documents