BYLAWS
OF
FAITH BIBLE CHURCH
ARTICLE I.
NAME AND OFFICES
1. Name. The name of this nonprofit corporation is FAITH BIBLE CHURCH OF FALLON NEVADA (doing Business as) Faith Bible Church
2. Offices. The principal office of the corporation shall be 145 Industrial Way Fallon Nevada 89406. The corporation may also have offices at such other places as the Board of Elders may from time to time appoint or the purpose of the corporation may require.
ARTICLE II.
MEMBERS
This corporation shall have no voting members within the meaning of the Nonprofit Corporation Law. The corporation’s board of elders may, in its discretion, admit individuals to one or more classes of nonvoting members; the class or classes shall have such rights and obligations as the board finds appropriate.
ARTICLE III.
BOARD OF ELDERS/DIRECTORS
1. Powers. The business and affairs of the corporation shall be managed by a Board of Elders. The term “Elder” and “Director” may be used interchangeably.
2. Number. There shall be not less than two (2) Elders of this corporation.
3. Election and Term. The incorporators shall elect the initial Elders of the Corporation. Thereafter, Elders shall be elected and appointed from time to time by a unanimous vote of all the members of the Board of Elders. Each Director shall serve until he is removed by unanimous vote of all other Elders, or until he resigns from office.
4. Removal of Elders. An Elder may be removed from office at any time upon the affirmative vote of all of the other Elders then in office at any regular or special meeting of the Board. Notice of the proposed removal of any Elder must be given to such Elder prior to the date of the meeting at which such removal is to be voted upon. Such notice to the Elder must state the cause for the proposed removal.
5. Annual Meetings. The Elders shall hold a meeting at the principal office of the corporation on the fourth Thursday of January in each year, if it is not a legal holiday in the state of Nevada, in which later event it shall be held on the next succeeding day which is not such legal holiday, for the purpose of electing officers and for the transaction of such other business as may properly come before the meeting.
6. Other Meetings. The Board of Elders may hold special meetings, without notice, at their discretion, at the registered office of the Corporation or at such other place or places as they may designate from time to time. Special meetings of the Elders may be called at any time by the President or Vice-President or by (2) Elders.
The Elders may participate in a meeting of Elders by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means constitute presence in person at a meeting.
7. Notices of Meetings. Notices of annual and of regular meetings shall not be necessary. Notices of special meetings shall be given not less than two (2) days prior to the date of such special meetings , if needed. Such notices may be given by posting the same in the United States mail, by first class mail, which postage prepaid, or by transmitting the same by telegraph or teletype to the Elder at his address as it appears on the books and records of this Corporation, or such other address as shall have been specified by the Elder in a written request filled with the Secretary of this corporation.
8. Waiver of Notice. A waiver of any notice required to be given, filed by the person or persons entitled to such notice, whether before or after the time stated therein for the meeting, shall be the equivalent to the giving of such notice.
9. Quorum. At all meetings of the Elders, a majority of the Elders shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Elders present at any meeting at which there is a quorum shall be the act of the Board of Elders, except as may be otherwise specifically provided by statute or by these Bylaws. If, at any meeting, there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to an absent Elder.
10. Unanimity. Each member of the Board of Elders shall possess one vote in matters coming before the Board. All voting at meetings of the Board of Elders shall be by each member, in person, and voting by proxy shall not be allowed. All matters before the Elders will be determined by unanimous agreement, except that any elder who is directly affected by the issue to be voted on, such as the elder’s salary or removal, shall not vote on the matter.
11. Action Without Meeting. Any action which may be taken at a meeting of the Elders may be taken without a meeting if a consent, in writing, setting forth the action so taken, is signed by all the Elders entitled to vote thereon. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any Articles or document filed with the Secretary of State or with the corporation’s records.
12. Vacancies. Any vacancy occurring on the Board of Elders by reason of death, resignation, or removal of an Elder may be filled by an affirmative vote of all of the remaining Board of Elders.
ARTICLE IV
OFFICERS
1. Number. The officers of the corporation shall be the President, Vice-President, Secretary, and Treasurer.
2. Election, Term of Office, and Qualifications. The officers shall be elected annually by the Board of Elders, from among such persons as the Board of Elders may see fit, at the annual meeting of Elders of the corporation. Persons elected to office, whether at the annual meeting or at any other time, or to fill any vacancies, shall hold office until the date of the next annual meeting and until their respective successors are elected and qualified.
3. Vacancies. In case any office of the corporation becomes vacant by death, resignation, retirement, disqualification, or any other cause, the majority of the Elders when in office may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the annual meeting of the Elders next succeeding and until the election and qualification of his successor.
4. President. The President of the Board of Elders shall supervise all activities of the corporation; execute all deeds, bond, contracts, and other obligations, on behalf of the corporation, with the Secretary, in the name of the corporation; preside at all meetings of the Board of Elders; and perform such other duties usually inherent in such office, except that such duties may be delegated as the President of the corporation sees fit to so delegate.
5. Vice-President. The Vice-President of the Board of Elders shall act for the President in his absence and perform such other acts and duties as the President may from time to time direct.
6. Secretary. The Secretary of the Board of Elders shall have the duty to keep all records of the Board of Elders and of the corporation, and to perform such other acts as the President may direct; shall sign, in the name of the corporation, with the President, (or in the President’s absence, with the Vice-President), all deeds, bonds, contracts and other obligations on behalf of the corporation; shall attend and keep the minutes of all the meetings of the Board of Elders of the corporation; and shall keep a record containing the names of all persons who are Elders of the corporation, showing their places of residence, and such books shall be opened for inspection as prescribed by law.
7. Treasurer. The Treasurer shall receive and be accountable for all funds belonging to the corporation, pay all obligations incurred by the Corporation when payment is authorized, maintain bank accounts in depositories designated by the Board of Elders, and render periodic financial reports.
8. Removal. Any officer may be removed from office by the affirmative vote of all Elders at any regular or special meeting called for that purpose.
ARTICLE V
AGENT AND REPRESENTATIVES
The Board of Elders may appoint such agents and representatives of the corporation with such powers and to perform such acts or duties on behalf of the corporation as the Board of Elders may see fit, so far as may be consistent with these Bylaws, to the extent authorized or permitted by law.
ARTICLE VI
CONTRACTS
The Board of Elders, except as in the Articles of Incorporation and these Bylaws otherwise provided, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the corporation, and such authority may be general or confined to the specific instance; and unless so authorized by the Board of Elders, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to any amount.
ARTICLE VII
COMMITTEES
1. Advisory Committee. The Board of Elders may appoint from their number, or from such other persons as the Board may see fit, one or more Advisory Committees and, at any time, may appoint additional members thereto. Such Advisory Committees shall advise with, and aid, the officers of the corporation in all matters designated by the Board of Elders. Each such Committee may, subject to the approval of the Board of Elders, prescribe rules and regulations for the call and conduct of the meetings of the Committee and other matters relating to its procedure.
The members of any Advisory Committee shall not receive any stated salary for their services as such, but, by resolution of the Board of Elders, a fixed reasonable sum or expenses of attendance, if any, or both, may be allowed for attendance at each regular or special meeting of such Committee. The Board of Elders shall have power in its discretion to contract for and to pay any member of any Advisory Committee special compensation appropriate to the value of such services.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall be a calendar year, or such other year as is selected for Federal Income Tax purposes.
ARTICLE IX
PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS
No Elder, officer, or employee of, or member of, a Committee of or person connected with this corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operation of the corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the corporation in effect in any of its purposes as shall be fixed by the Board of Elders; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All Elders of the corporation shall be deemed to have expressly consented and agreed that, upon such dissolution or winding up of the affairs of the corporation, whether voluntary or involuntary, the assets of the Corporation then remaining, after all debts have been satisfied, shall be distributed, transferred, conveyed, delivered, and paid over in such amounts as the Board of Elders may determine, or as may be determined by a court of competent jurisdiction upon allocation of the Board of Elders, exclusively to a nonprofit fund, foundation or corporation, which is organized and operated exclusively for religious purposes.
ARTICLE X
INVESTMENTS
Except as is otherwise provided in the Article of Incorporation, the corporation shall have the rights to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Elders, without being restricted to the class of investments which a Trustee is or may hereafter be permitted by law to make, or any similar restriction.
ARTICLE XI
INDEMNIFICATION
1. Grant of Indemnification. Subject to Section 11.2, each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any threatened, pending, or completed action, suit or proceeding, whether formal or informal, civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was an Elder of the Corporation or who, while an Elder of the Corporation, is or was serving at the request of the Corporation as an Elder, officer, employee or agent of this or another Corporation or of a partnership, joint venture, trust, other enterprise, or employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as an Elder or in any other capacity while serving as an Elder, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by applicable law, as then in effect, against all expense, liability and loss (including attorneys’ fees, costs, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be an Elder, officer, employee, or agent and shall inure to the benefit of his or her heirs, executors and administrators.
2. Limitations on Indemnification. Notwithstanding Section 11.1, no indemnification shall be provided hereunder to any such person to the extent that such indemnification would be prohibited by the Nevada
Corporations Code or other applicable law as then in effect, nor, except as provided in Section 11.4 with respect to proceedings seeking to enforce right to indemnification, shall the Corporation indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person except where such proceeding (or part thereof) was authorized by the Board of Elders of the Corporation.
3. Advancement of Expenses. The right to indemnification conferred in this section shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, except where the Board of Elders shall have adopted a resolution expressly disapproving such advancement of expenses.
4. Indemnification of Officers, Employees and Agents. The Corporation may, by action of its Board of Elders from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to officers, employees, and agents of the Corporation on the same terms and with the same scope and effect as the provisions of this section with respect to the indemnification and advancement of expenses of Elders and officers of the Corporation or pursuant to rights granted pursuant to, or provided by, the Nevada Corporations Code or on such other terms as the Board may deem proper.
5. Insurance and Other Security. The Corporation may maintain insurance, at its expense, to protect itself and any individual who is or was an Elder, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against or incurred by the individual in that capacity or arising from his or her status as an officer, Elder, agent, or employee, whether or not the Corporation would have the power to indemnify such person against the same liability under the Nevada Corporations Code.
ARTICLE XII
AMENDMENTS
Since the Holy Scriptures are ultimately binding on this church as providing a unique and absolute authority for the conduct of its affairs, the following by-laws are to be open for review so that they may be amended:
(1) When any of them is seen to conflict with God’s Word, the 66 book authorized Holy Bible.
(2) Or, when any of them appears to be hindering the fulfillment of the stated principles of this, Christ’s church.
Amendments to these By-laws may be made only by a unanimous decision of the Board of Elders. However, notice of the proposed changes will be given to congregants of Faith Bible Church at least four weeks prior to the date of the intended time of adoption. During that period, any congregant may bring his/her concerns to an Elder. The changes will then be discussed openly at the meeting of the congregation and, following an affirmative consensus, the amendment will be in force.
ARTICLE XIII
EXEMPT ACTIVITIES
Notwithstanding any other provision of these Bylaws, no Elder, officer, employee or representative of this corporation shall take any action or carry on any activity, by or on behalf of the corporation, not permitted to be taken or carried on, without penalty, by an organization exempt from taxation, or by an organization whose contributions are deductible under federal income tax laws as they now exist, or as they should hereafter be amended.
The foregoing Bylaws were adopted on 9-28-08
CERTIFICATION
The undersigned Secretary of the above corporation hereby certifies that the foregoing is a full, true and correct copy of the Bylaws of Faith Bible Church.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of said corporation 9-28-08
______________________________
Faith Bible Church Secretary