Full Gospel House of Refuge. Articles of Incorporation

Transcription

1 Full Gospel House of Refuge Articles of Incorporation Full Gospel House of Refuge February 22, 2014

2 Articles of Incorporation and Supporting Documentation

3 FULL GOSPEL HOUSE OF REFUGE, INC. Minutes ofa Special Meeting of the Church Members A Special Meeting of the Members of Full Gospel House of Refuge, Inc. ("Church") was held on December loth,2013 at the offices of the Church. In attendance were the following Members: See Attached List The meeting was called to order by Pastor Robert E. Cox who, upon motion duly made, seconded and unanimously carried, was chosen Chairman of the meeting and upon motion duly made, seconded and unanimously carried, Timothy B. Thoma, was chosen Secretary of the meeting. The Chairman announced that the purpose of the meeting is to formally adopt rules of the governance of the Church corporation, and to elect a Board of Trustees of the Church. Pastor Cox explained to the Members the need for the Church to adopt rules for its internal governance, known as corporate bylaws, or in Ohio, called the Code of Regulations of any non-profit corporation. In connection with the Church's intended purchase ofa new church property at 516 Old State Route 74, Union Township, Clermont County, Ohio (the "Property") and the fmancing of the Property with the Bank of Kentucky, it is imperative for the Church to adopt formal bylaws, called the Church's Code of Regulation in Ohio. The Chairman then presented to the meeting a proposed form of Code of Regulations for the Church and after the various sections had been discussed, upon motion duly made, seconded and unanimously carried, said Code of Regulations was adopted and the Code incorporated in the minutes of this meeting. Said Code of Regulations is as follows: FULL GOSPEL HOUSE OF REFUGE, INe. Bylaws or Code of Regulations Article I-Terms; Members Section 1. Terms. For all purposes herein, the terms "Church" and "Corporation" may be used interchangeably and shall have the same meanings, whether or not capitalized; and, the terms "Director(s)" and "Trustee(s)" may be used interchangeably and shall have the same meanings, whether or not capitalized. Section 2. Admissiou of Members. The Church membership shall be made up of persons through confession of faith and member in good standing by the Pastor. Each member so admitted shall be a "voting member." Section 3. Annual Meetings. The annual meetings of Members shall be held on the first Sunday in February of each year, if not a legal holiday, and if a legal holiday, then on the next succeeding Sunday following the Sunday worship service, or at such time as may be fixed in the notice of the meeting for the election of Trustees, also known as Directors, the consideration of reports to come before such meeting, and for the transaction of such other business as may properly come before the meeting. Section 2. Special Meeting. Special meetings of Members may be held on any date, other than a legal holiday, when called by the President, any of the Trustees, or by a majority of the Board of Trustees acting with or without a meeting, and except as otherwise provided by law or the Articles, by the Members entitling them to exercise at least 50% of the voting power in respect of the purpose for which such meeting is called. Upon request in writing delivered to a Trustee by any persons entitled to call such Page 1 of 5

4 meeting of Members, stating the purpose for which such meeting is to be called, it shall be the duty of the Trustee to give notice to Members, and if such request be refused, then the persons making such request may call a meeting by giving notice in the manner provided by law or by the Regulations. Section 3. Place of Meeting. All meetings of Members shall be held at the principal office of the corporation in Clermont County, Ohio, unless the Board of Trustees decides that a meeting shall be held at some other place within or without the State of Ohio and causes the notice thereof to so state, or unless notice of such meeting is waived by all Members entitled to vote thereat. Section 4. Notice of Meetings. Notice of all meetings of Members stating the time, place and purpose of such meeting, shall be given by mail in writing by a Trustee or officer, to each Member of record entitled to vote at such meeting or entitled to such notice, directed to the address of each Member as it appears upon the records of the corporation not more than sixty (60) days nor less than ten (10) days before such meeting. Section 5. Quorum. Except as otherwise provided by law or by the Articles, any Members present in person, by the use of authorized communications equipment, or by proxy, at any meeting of voting members shall constitute a quorum for the meeting. The affirmative vote of a majority of the Members present at a meeting at which a quorum is present shall be necessary for the authorization or taking of any action voted upon by the Members, except that no action required by law, or the articles to be authorized or taken by a specified proportion or number of the voting Members or of any class of voting Members may be authorized or taken by a lesser proportion or number. The Members present in person or by proxy at any meeting of Members shall constitute a quorum for the purpose of adjourning a meeting until a quorum competent to act at said meeting shall be present. Section 6 Voting Rights. Each voting Member shall be entitled to cjt one vote on each matter submitted to a vote of the Members. J Section 7 No Sale or Transfer of Membership. No Member may sel. transfer or give to another person a membership or any right arising therefrom. All rights of members ip cease upon a Member's termination of membership. Section 8 Termination of Membership. Membership in the congreg~ ion shall be terminated by death, resignation, transfer or release, disciplinary action, or, after pastoral ~onsideration, removal from the membership roll due to inactivity. I Article II - Trustees Section I. Number and Term. The number of Trustees ofthe corporat~~i n shall be three (3) or such greater number as may be fixed by a majority of the Members. The Trus es shall be elected by the Members at an annual meeting or at a special meeting called to elect Truste 'I Trustees shall serve for a term of two (2) years or until their successors are elected and qualified, at rhich time their successors shall become Trustees. The terms Director or Trustee may be used interchangeably whereby Director shall also mean Trustee and Trustee shall also mean Director. I Section 2. Meetings. The annual meeting of the Trustees shall be held I ithin four months after the end of each calendar year of the corporation at the principal office of the corpl ration or at such other time and at such other place as the Trustees select. Additional regular meetings ~ay be held at such times as the Trustees determine. Special meetings may be held at any time upon call ofla Trustee or the President. Page 2 of 5

5 Section 3. Notice. Notice of all meetings of the Trustees shall be given by personal delivery, mail, overnight delivery service, or by authorized communications equipment (defme: fax, , telephone) to each Trustee entitled thereto at least two (2) days prior to the date of such meeting. In the case of any special meeting, the notice therefor shall state briefly the purpose of such meeting. Section 4. Quorum. A majority of the whole authorized number of Trustees is necessary to constitute a quorum for a meeting of the Trustees, except that a majority of the Trustees in office constitutes a quorum for filling a vacancy in the board. The favorable vote of a majority of the Trustees present at a meeting at which a quorum is present is the act of the board, unless the act of a greater number is required by law, the articles, the regulations, or the bylaws. Section 5. Vacancies and Removal. Vacancies in the office of Trustee shall be filled by appointment by the remaining Trustees. A Trustee appointed to fill the vacancy in the office shall serve for the remainder ofthe term of his predecessor. Section 6. General Powers and Duties. The Trustees shall have general supervision of the affairs of the corporation and may make general rules and regulations for the governance of the corporation. Section 7. Committees. The Trustees may create a special committee for a specific purpose or to study an issue and report back to the Board. Any such committee shall be comprised of at least one Trustee and other Members of the Church. Any committee may include, as advisors, individuals who are not Trustees or Members. Article ill Officers Section 1. Board Appoints Officers. The Board of Trustees shall elect a President, such number of Vice Presidents as the Board from time to time may determine, a Secretary and a Treasurer of the church corporation. The Board of Trustees may from time to time create such offices and appoint such officers, subordinate officers and assistant officers as it may determine. The President shall be, the other officers need not be, chosen from among the members of the Board of Trustees. Any two (2) or more of such offices, other than that of President and Vice President, Secretary and Assistant Secretary, or Treasurer and Assistant Treasurer, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity. Section 2. Term of Office. The officers of the corporation shall hold office during the pleasure of the Board of Trustees and, unless sooner removed by the Board of Trustees, until the organization meeting of the Board of Trustees following the date of their election and until their successors are chosen and qualified. The Board of Trustees may remove any officer at any time, with or without cause, by majority vote. Article IV Duties of Officers Section 1. President. The President shall be the active executive officer of the corporation and shall exercise supervision over the business of the corporation and over its several offices, subject, however, to the control of the Board of Trustees. He shall preside at all meetings of Members and shall also preside at meetings of the Board of Trustees. He shall have authority to sign all certificates for shares and all deeds, notes, mortgages, bonds, contracts and other instruments requiring his signature; and shall have all the powers and duties prescribed by the General Corporation Act and such others as the Board of Trustees may from time to time assign to him. Page 3 of 5

6 Section 2. Vice Presidents. The Vice President's office although not currently filled shall perform such duties as are conferred upon them by these Regulations or as may from time to time be assigned to them by the Board of Trustees or the President. At the request of the President, or in his absence or disability, the Vice President, designated by the President (or in the absence of such designation, the Vice President designated by the Board), shall perform all the duties of the President, and when so acting, shall have all the powers of the President. The authority of Vice Presidents to sign in the name of the corporation all certificates for shares and authorize deeds, mortgages, bonds, contracts, notes and other instruments shall be coordinate with like authority of the President. Section 3. Secretary. The Secretary shall keep minutes of all the proceedings of the Members and the Board of Trustees and shall make proper record of the same, which shall be attested by him; the Secretary shall act as clerk and record (or have recorded) all votes and the minutes of all proceedings in a book or other record to be kept for that purpose; the Secretary shall oversee the keeping of the Membership rolls of the corporation, and in general perform the duties usually incident to the office of secretary; give notice of meetings of Members and Trustees; produce on request at each meeting of Members for the election of Trustees a certified list of Members arranged in alphabetical order; keep such books as may be required by the Board of Trustees, and file all reports to States, to the Federal Government, and to foreign countries, as required, if at all; and perform such other and further duties as may from time to time be assigned to him by the Board of Trustees or by the President. Section 4. Treasurer. The Treasurer shall have general supervision of all finances, and the Treasurer and the President shall dually sign all checks or other withdrawals of Church funds. The Treasurer shall receive and accounting for all monies, bills, notes, deeds, leases, mortgages and similar property belonging to the corporation and shall do with the same as may from time to time be required by the Board of Trustees. The Treasurer does not determine expenditures, but he shall oversee the disbursement of the funds of the corporation as may be ordered by the trustees or the president. The Treasurer shall cause to be kept adequate and correct accounts of the business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses and funds on hand, together with such other accounts as may be required and, upon the expiration of his term of office, shall turn over to his successor or to the Board of Trustees all property, books, papers and money of the corporation in his hands; and he shall perform such other duties as may from time to time be assigned to him by the Board of Trustees. The Treasurer shall work with the Church's outside accountants to prepare the Church's financial statements and tax returns. Section 5. Assistant and Subordinate Officers. The Board of Trustees may appoint such assistant and subordinate officers as it may deem desirable. Each such officer shall hold office during the pleasure of the Board of Trustees and perform such duties as the Board of Trustees may prescribe. The Board of Trustees may, from time to time, authorize any officer to appoint and remove subordinate officers, to prescribe their authority and duties, and to fix their compensation. Section 6. Duties of Officers May be Delegated. In the absence of any officer of the corporation, or for any other reason the Board of Trustees may deem sufficient, the Board of Trustees may delegate for the time being, the power or duties or any of them of such officer to any other officer, or to any Director. [This space is intentionally left blank.} Page 4 of 5

7 Article V - Transactions Between Corporation and Trustees or Employees No contract or other transaction shall be void or in any way affected or invalidated because it is between the corporation and one or more of its Trustees, Members or employees or between the corporation and any other corporation, firm, association, or other entity in which one or more of the Trustees, Members or employees of this corporation are Trustees, officers, shareholders, members, owners or otherwise financially interested, provided that: (1) the interest of any such Trustee, Member, or employee is disclosed or made known to the Trustees, and (2) the contract or transaction is fair as to the corporation as of the time it is authorized or approved by the Trustees. Article VI - Indemnification The corporation shall, to the full extent permitted or required by the Ohio Non-Profit Corporation law, as the same from time to time may be amended, indemnify all persons whom it may indemnify pursuant thereto. The corporation is authorized to maintain in full force and effect standard policies of director/trustee's liability insurance and comprehensive business insurance covering all Trustees of the corporation insuring them against liability for any action taken or not taken by them in their capacities as Trustees to the extent set forth in such policies. Article VII - Amendment These Regulations may be amended or repealed by agreement of the Trustees of the corporation. Article VIII - Seal The corporation shall not adopt a corporate seal, as a corporate seal is not required under Ohio law and it is merely a formality and an unnecessary expense. The Chairman, Pastor Robert Cox, then declared the election of Trustees next in order. The names of Leon Peace, Timothy B. Thoma and Robert E. Cox were placed in nomination as candidates for the position of Trustees. No other names being proposed, on motion duly made, seconded and unanimously carried, Leon Peace, Timothy B. Thoma and Robert E. Cox were duly elected and declared by the Chairman to be elected to serve for a two year term as Trustees and until the next annual meeting of the Members and until their successors shall be elected and qualified. Upon motion duly made, seconded and unanimously carried, it was ordered that the first meeting of Trustees of said Church corporation be held on December loth, 2013 at the offices of the Church immediately following this meeting of the Members. There being no further business, and upon motion duly made, seconded and unanimously the meeting adjourned. carried, ~~ Timothy B. 0 a, Secretary Page 5 of 5

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9 FULL GOSPEL HOUSE OF REFUGE, INe. Minutes of a Special Meeting of the Church Members A Special Meeting of the Members of Full Gospel House of Refuge, Inc. ("Church") was held on December 29 th, 2013 at the offices of the Church. In attendance were the following Members: See Attached List. The meeting was called to order by Pastor Robert E. Cox Chairman of the meeting and Timothy B. Thoma, was Secretary of the meeting. The Chairman announced that the purpose of the meeting is to formally amend the by-laws of the Church to allow 501(c)(3) status pursuit by the Secretary. Timothy Thoma explained to the Members the need for the Church to adopt amended rules for its internal governance, known as corporate bylaws, or in Ohio, called the Code of Regulations of any nonprofit corporation. The Secretary then presented to the meeting a proposed amendment of Code of Regulations for the Church and after the various sections had been discussed, upon motion duly made, seconded and unanimously carried, said Amendment to the Code of Regulations was adopted and the Code incorporated in the minutes of this meeting. Said Code of Regulations is as follows: FULL GOSPEL HOUSE OF REFUGE, INC. Resolution of Amendment to Articles of Incorporation ARTICLE I PURPOSES A. FULL GOSPEL HOUSE OF REFUGE, INC. (the "Corporation") (being a "Non- Profit Corporation" within the meaning of Ohio Revised Code Section (P» is organized and shall be operated exclusively for charitable, religious, literary, scientific and educational purposes as set forth in Section 50 1(c)(3) of the Code. B. The specific purpose for which the Corporation is organized and for which it shall be operated is to advance the Christian faith. In addition, the Corporation may receive donations and may make grants and gifts to Qualified Organizations consistent with the purposes of the Corporation. C. The Corporation shall have all the rights and powers that may be conferred upon nonprofit corporations formed under the laws of the State of Ohio to carry out such purposes, including, but without limitation thereon, to receive gifts, devises, bequests and contributions in any form, including contributions in kind of real or personal property, and to hold, use, apply, sell, invest and/or reinvest the principal and/or income therefrom and/or distribute grant funds for the above purposes to organizations in the same general service area as covered by the Corporation that qualify as exempt organizations under Section 501(c)(3) of the Code. D. For purposes of these Articles of Incorporation, the term "Qualified Organization" shall mean an organization described in Section 501(c)(3) and Sections 509(a)(1) or (2) of the Code. Page 1 of 3

10 ARTICLE II RESTRICTIONS ON ACTIVITIES AND DISTRIBUTION OF EARNINGS A. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to the Corporation's Trustees, officers, or other private persons, but the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles of Incorporation. B. No part of the activities of the Corporation shall include the carrying on of propaganda or be used to influence legislation as defined in Section 4945 of the Code; nor shall any activity of the Corporation consist of participating in or intervening in (including the publishing or distributing of statements) any political campaigning on behalf of or in opposition to any candidate for public office. C. Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under Section 501(0(3) of the Code; (b) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Code; or (c) by a nonprofit Corporation organized under the laws of the State of Ohio pursuant to the provisions of the Ohio Revised Code. As such, these Articles of Incorporation shall be construed accordingly, and all powers and activities of the Corporation shall be limited accordingly. D. It is intended that this Corporations shall have the status of a corporation which is exempt from federal income taxation under Section 501(a) of the Code as an organization described in Section 501(c) (3) of the Code and which is other than a private foundation by reason of being described in Section 509(a) (1) of the Code. These Articles shall be construed accordingly, and all powers and activities of the Corporation shall be limited accordingly. ARTICLEll CORPORATE GOVERNANCE The Corporation shall be organized on a non-stock basis and membership shall be in accordance with the Corporation's Code of Regulations or Bylaws. The authority for all affairs of the Corporation shall be in a Board of Trustees who shall have and may exercise all the powers of the Corporation as permitted by federal law, state law, these Articles of Incorporation and the Regulations of the Corporation as from time to time in effect. The Board of Trustee shall be Pastor Robert Cox, President and CEO, Leon Peace, Treasurer, and Timothy Thoma, Secretary, which is three in number who shall be selected in accordance with the Corporation's Code of Regulations; provided, however, that number may be changed by a resolution adopted pursuant to the Regulations of the Corporation as from time to time in effect. ARTICLE IV DISSOLUTION Upon dissolution of the Corporation, the Board of Trustees shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, distribute all of the assets of the Corporation to such Qualified Organization(s) which are (i) organized and operated for purposes similar to those of the Corporation and/or (ii) supported by the Corporation, as the Board of Trustees shall determine. Any of such assets not so distributed shall be distributed by the Probate Court of Clermont County, Ohio, exclusively for the aforesaid purposes of the Corporation or to such Qualified Organization(s) as said Court shall determine. Page 2 of 3

11 ARTICLE V REFERENCES TO INTERNAL REVENUE CODE All references in these Articles to Sections of the Code shall be considered references to the Internal Revenue Code of 1986, as from time to time amended, and to the corresponding provisions of any similar law subsequently enacted. There being no further business, and upon motion duly made, seconded and unanimously the meeting adjourned. carried, Timothy B. Thoma, Secretary Page 3 of 3

12 Full Gospel House of Refuge Meeting Minutes Subject: Adopt By-LawAmendment to allow 501(c)(3) pursuit. Date: December 29, 2013 Attendees: Print Name / 1

13 Print Name / a -, Signature 2