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Bylaws – Feed My Sheep Today, Inc.

PREAMBLE

WHEREAS, it is the express purpose of God our Heavenly Father to call out of the world a saved people who shall contribute to the Body of Christ, built and established on the foundation of the apostles and prophets, Jesus Christ being the Chief Cornerstone.

WHEREAS, the members of the Body of Christ are enjoined to assemble themselves together for worship, fellowship, counsel, and instruction in the Word of God and the work of the ministry and for the exercise of those spiritual gifts and offices provided for in the New Testament, therefore,

BE IT RESOLVED: That we recognize ourselves as a body of Christian believers working together for the common purpose of spreading the Gospel of our Lord and Savior Jesus Christ, and that under the laws of the State of Indiana we may exercise all the rights and privileges granted to religious bodies.

ARTICLE 1

NAME

Section 1. Name.

The name of this corporation shall be FEED MY SHEEP TODAY, INC.

ARTICLE 2

PURPOSE

Section 2. NonProfit Status.

FEED MY SHEEP TODAY, INC. shall be organized and operated exclusively for charitable, educational, and religious purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue law in order to:

Minister the Word of God.

Conduct regular religious worship services through various forms of ministries.

Promote and encourage, through ministries of the organization, cooperation with other organizations ministering within the community.

Spread the Word of the Gospel by ministering to all through seminars, radio, television, and other forms of mass media.

Conduct a local and international ministry outreach by the direction of the Lord Jesus Christ and under the leadership of the Holy Spirit in accordance with all the provisions as set forth in the Bible.

Maintain local and missionary facilities.

To build a worship center to support media and provide humanitarian relief to disaster  countries

License and ordain qualified individuals including graduates of ministerial schools.

To have the right to own, hold in trust, use, possess, sell, convey, mortgage, lease or dispose of such property, real or chattel, as may be needed for the prosecution of its work.

FEED MY SHEEP TODAY, INC. is not organized, nor shall it operate, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits, or dividends to its members and is organized solely for non-profit purposes. The property, assets, profits and net income of this ministry are irrevocably dedicated to charitable, educational, and religious purposes and no part of the profits or net income of this ministry shall ever inure to the benefit of any individual. On the dissolution of this ministry, its assets remaining after payment, or provision or payment of all debts and liabilities of this ministry shall be distributed to a non profit fund, foundation, or corporation that is organized and operated for charitable, educational, ecclesiastical, or religious purposes and that has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986.

Section 3. Prohibition Against Sharing in Corporate Earnings.

No member, Trustee, officer, employee, committee member, or person connected with the ministry, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the ministry, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the ministry in effecting any of its purposes as shall be fixed by the ministry leadership, and no such person or persons shall be entitled to share in the distribution of any of the ministry assets upon dissolution of the ministry. All members of the ministry shall be deemed to have expressly consented and agreed that upon such dissolution of the affairs of the ministry, whether voluntary or involuntary, the assets of the ministry, after all debts have been satisfied, then remaining in the hands of the leadership shall be distributed, conveyed, delivered and paid over, in such amounts as the leadership may determine or as may be determined by the court of competent jurisdiction for public safety, literary or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986 and its regulations as they now exist or as they may hereafter be amended.

Section 4. Exempt Activities.

Notwithstanding any other provision of these Bylaws, no member, Trustee, officer, employee, or representative of FEED MY SHEEP TODAY, INC. shall take any action or carry on any activity by or on behalf of the ministry not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 and its regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are now deductible under Sections 170(c)(2) and 509(a) (1) of such codes and regulations as they now exist or as they may hereafter be amended.

ARTICLE 3

OFFICES

The registering office is 14 Cypress. Schererville, Indiana, 46375 herein after referred to as the corporation, shall be located at the address set forth in the Articles of Incorporation. The corporation may have such other offices, either within or without the State of Incorporation, as the Board of Directors, herein after referred to as the Directors, may determine.

ARTICLE 4

MINISTRY MEMBERSHIP

The membership of this Ministry shall be composed of individuals who are believers in the Lord Jesus Christ and affirm the tenets of the Feed My Sheep Today, Inc. bylaws, and who offer evidence, by their confession and their conduct, that they are living in accord with their affirmations and this Bylaws, and are actively pursuing and continuing in a vital fellowship with the Lord, Jesus Christ.

Section 1. Lifestyle.

This ministry is prohibited from engaging in activities which violate its written doctrines.  This ministry is also prohibited condoning, promoting or allowing any of its assets to be used for activities that violate its written doctrines.

Section 3. Policy and Procedures.

To establish an efficient leadership infrastructure, the President shall be responsible to clearly articulate in clear, concise and simple language, a policy and procedures document.  The purpose of this document is to create a consistent and logical framework which empowers staff and volunteers to participate in the decision making processes that reflect the President’s heart and vision for the ministry.

Section 4. Privacy.

This ministry shall diligently watch to keep private all records concerning polity, doctrine, counseling and information on individuals in fellowship with this ministry.  This ministry must not disclose any records that may compromise information about giving and counseling records.

ARTICLE 5

STATEMENT OF FAITH

Statement of Biblical Authority

The statement of faith does not exhaust the extent of our faith. The Bible itself, as the inspired and infallible Word of God that speaks with final authority concerning truth, morality, and the proper conduct of mankind, is the sole and final source of all that we believe. For purposes of ministry doctrine, practice, policy, and discipline, our Accountability board, Senior Pastors and Elders is the ministry’s final interpretive authority on the Bible’s meaning and application.

WE BELIEVE in one God, revealed as the Father, Son, and Holy Spirit.

WE BELIEVE the Holy Bible, and only the Bible, is the authoritative Word of God.  It alone is the final authority for determining all doctrinal truths.  In its original writing, the Bible is inspired, infallible and inerrant.

WE BELIEVE that man was created in the image of God, but fell into sin, and that all mankind has sinned and come short of the glory of God.

WE BELIEVE that our Lord Jesus Christ was begotten, not created, truly God, truly man. He was born of a virgin, lived a sinless life, performed miracles, died on the cross for mankind, and thus, atoned for our sins through His shed blood.  He rose from the dead for our justification and now reigns in glory until all things are put under His feet.

WE BELIEVE that salvation is by grace through faith in Jesus Christ: His death, burial and resurrection.  Salvation is a gift from God, not a result of our good works or any human effort.

WE BELIEVE in the priesthood of the believer – that is to say, that all born-again believers have equal access to the Lord.

WE BELIEVE that salvation from the penalty of sin only begins the process of redemption, and that we must yield to God’s word and His Spirit in order to complete the development of Christ’s character in us.

WE BELIEVE in being baptized in the name of our Lord and Savior Jesus Christ, The Father, The Son, and in The Holy Ghost or by just saying in Jesus Name.

WE BELIEVE that all of God’s people are to be buried with Christ in the waters of baptism, subsequent to repentance and faith in God. While freely embracing those of differing views, we believe this rite is scripturally administered “in the name of the Lord Jesus Christ”.

WE BELIEVE that the baptism of the Holy Spirit is a promise to all believers, to empower the Ministry to preach the gospel throughout the whole earth.

WE BELIEVE the identity of the body of Christ on the earth is primarily perceived through the local ministry. While encouraging the voluntary association of local ministries, and recognizing the need of consensus on matters of fundamental doctrine and conduct, we strongly confess the local ministry to be sovereign and autonomous.

WE BELIEVE that the callings of apostles, prophets, evangelists, pastors, and teachers are functional within the body of Christ until the Lord’s return, and that the purpose of these gifts to the ministry is to equip believers for the work of ministry, that the body of Christ might be edified.

WE BELIEVE the gifts of the Holy Spirit, as outlined in scripture, are valid and fully operative today.  These gifts always operate in harmony with the Scriptures and should never be used in violation of Biblical parameters.

WE BELIEVE in healing of the sick as a part of the atoning work of Jesus Christ, and that healing can be received and also ministered to others by various spiritual gifts.

WE BELIEVE in the sacred observance of the Lord’s Supper, in memorial of His death, by partaking of the bread and juice, which represent the body, and blood of the Lord Jesus Christ.

WE BELIEVE that God Himself has established authority both in the world and in the ministry, and that His people are to submit themselves to these authorities.  [However, should conflict arise between God’s law and the civil law, we firmly declare our allegiance to God’s law.]

WE BELIEVE that God alone is the giver of life and that practices such as abortion, euthanasia, child abuse, spousal abuse, or any other malicious violence against another human being are completely contradictory to the teachings of the Bible.

WE BELIEVE that Christianity is not a religion but a relationship; and that the purpose of God’s Word is to instruct us as to how to have a personal relationship with Jesus Christ.  Knowing God in that way will always be manifested in the keeping of His commandments and a love for our fellow man. We believe the pursuit of a relationship with God includes a time of daily prayer, periodic times of fasting, and the personal study of God’s Word.

Statement on Marriage and Sexuality

WE BELIEVE that the term “marriage” has only one meaning and that is marriage sanctioned by God which joins one man (born a man) and one woman (born a woman) in a single, exclusive union, as delineated in Scripture.  We believe that God intends sexual intimacy to only occur between a man and a woman who are married to each other. We believe that God has commanded that no intimate sexual activity be engaged in outside of a marriage between a man and a woman. Marriage is sacred and is a religious ceremony, marriage ceremonies at the ministry or performed by this ministry are limited only to those that align with the ministry’s doctrinal view.

WE BELIEVE that any form of sexual immorality, such as adultery, fornication, homosexuality, bisexual conduct, bestiality, incest, pornography or any attempt to change one’s sex, or disagreement with one’s biological sex, is sinful and offensive to God.

WE BELIEVE that in order to preserve the function and integrity of the ministry as the local Body of Christ, and to provide a biblical role model to the ministry members and the community, it is imperative that all persons employed by the ministry in any capacity, or who serve as volunteers, should abide by and agree to this Statement on Marriage and Sexuality and conduct themselves accordingly.

WE BELIEVE that God offers redemption and restoration to all who confess and forsake their sin, seeking His mercy and forgiveness through Jesus Christ.

WE BELIEVE that every person must be afforded compassion, love, kindness, respect, and dignity. Hateful and harassing behavior or attitudes directed toward any individual are to be repudiated and are not in accord with scripture nor the doctrines of the ministry.

Statement of Prohibited Activities clause

The ministry/ministry is prohibited from engaging in activities that violate our written doctrines; this ministry/ministry is also prohibited from promoting, condoning, or permitting activities to take place in our facilities that violate our written doctrines

ARTICLE 6

CHARITABLE WORKS

Section 1.  Purpose.

To offer charitable humanitarian relief to foreign countries like India, Pakistan, Kenya as well as locally within the United States, to distribute bibles, supplies, clothing’s, water and food to orphan’s and widows to feed and to collaborate with other organization working to offer disaster and health aids; Religious to provide worldwide evangelism to countries overseas. To offer educational teaching of the word of faith to build a worship education centers and support mobile media teams to offer various programs, projects, and activities as warrant.

By providing disaster relief and educational religious teachings to those we serve are our top priorities, things that both require resources.

Section 1a.  Community Interest.

We are always looking for those in our communities that are interested in getting involved to assist us in furthering our mission to improve the lives of the widows and orphans that we serve through donations of water, food, supplies, and of course, religious teachings. This non-profit is donation driven. So when donations are low, the less we can do for those in need.

Section 2.  Eligibility.

Not all humanitarian, disaster or emergency hardship has no automatic right to a charity’s funds.  It is at the discretion of the President and the entire board of directors to continue and/or discontinue this charity programs with no explanation, repercussion or lawsuit.

Section 2a.  According to the Internal Revenue Service.

All giving will be done according to Revenue ruling 63-252 and 66-79.  Publication 3833, Catalog # 3268V – DOCUMENTATION OF SHORT-TERM EMERGENCY AID, A charitable organization that is distributing short-term emergency assistance would only be expected to maintain records showing the type of assistance provided, criteria for disbursing assistance, date, place, estimated number of victims assisted (individual names and addresses are not required), charitable purpose intended to be accomplished, and the cost of the aid. Examples of such short-term emergency aid would include the distribution of blankets, hot meals, electric fans, or coats, hats and gloves. An organization that is distributing longer-term aid should keep the more-detailed type of records described above.

Section 2b.  Internal Revenue Service Sanction Database Search.

https://sanctionsearch.ofac.treas.gov

Section 3.  Policies.

Our policies set forth expected the standards and the procedures necessary to comply with those standards set by the Internal Revenue Code for Charitable funding. In accordance with the Internal Revenue Service, a charitable organization is responsible for taking into account the charitable purposes for which it was formed, the public benefit of its activities, and the specific needs and resources of each victim when using its discretion to distribute its funds.

Section 4.  Procedures.

All request must be approved by the President and the board of directors before any funds or aids are distributed.  The organization requesting for disaster aid and/or humanitarian relief aid, must apply by filing an application for charitable works.  Must meet all the criteria for disbursement assistance.

Section 5.  Discontinue.

It is at the discretion of the President and the board of directors, if the charity funds are discontinued or eligibility requirements are changed.

ARTICLE 7

GOVERNMENT

FEED MY SHEEP TODAY, INC. seeks to be led by the Holy Spirit in all its decisions. The President, the Directors and all have a role in leaderships. All officers, leaders, can be held by men and/or women.  The President’s office is responsible for developing and communicating the vision and overseeing the day-to-day of the ministry. The Ministry leaders are to protect the ministry through counsel, prayer, and President, as described in Article 7. The Directors are to serve the ministry by assuring compliance with ministry corporation management policies and by approving the major financial commitments for the ministry as described in Article 9.

ARTICLE 8

PRESIDENT

Section 1. The Office of the President.

Paragraph 1.The Dual Role.

Because FEED MY SHEEP TODAY, INC. INC. has two (2) complimentary branches; the spiritual body of believers and the legal corporation, it is the President that administratively bridges the gap between the two (2) branches. The President is primarily responsible for the spiritual life of  the ministry, therefore, he must be in a position corporately to insure that financial strength is directed toward the ministries of his choice.

Paragraph 2. Responsibilities of the President.

It is the President’s responsibility to:

Paragraph 3. The President’s Spiritual Leadership.

In his role as President, he may work with Accountability board, or anyone serving in any five-fold ministry offices as outlined in Ephesians 4:11-13 in any way that he determines is Biblical. In addition, he may budget monies, hire staff, develop projects or ministry, and create small groups or other specialized ministries according to his convictions and Biblical understanding, with the general assistance and counsel of the Directors. He shall have the authority to appoint and approve any assistants that are necessary to properly carry on the work of the ministry.

Paragraph 4. The President’s Responsibility for Services.

Times, order of services, and the leadership of services are to be determined by him or by the spiritual ministry structure that he establishes. No person shall be invited to speak, teach or minister at a service held in Ministry-owned facilities, or in the name of the ministry, without the approval of the President or the appropriate member of the established ministry pastoral ministry team.

Section 2. The Office of The President and Chief Executive Officer (CEO).

Paragraph 5. The President Shall Serve as the President and CEO of the Corporation.

The President and CEO are herein after, in most instances, referred to as the President. The corporation finds its headship under the Lord Jesus Christ and in its President. If possible, he shall preside at all meetings of the Directors and shall see that all orders and resolutions of the Directors are put into effect. He shall execute in the name of the corporation all deeds, bonds, mortgages, contracts, and other documents authorized by the Directors. He shall be an ex-officio member of all standing committees, and shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation.

Paragraph 6. The President’s Role with Directors.

Herein below, the President is the non-voting chairman of the Directors. He calls meetings and determines the agenda in consultation with the Directors. The President shall make selections from the ministry membership at a rate not to exceed one (1) new appointment every four (4) months in accordance with Article 9. Such nominees shall be confirmed by a majority vote of the Directors.

Paragraph 7. The President’s and CEO’s Role in Administration.

The President is the senior administrator of the ministry. He is ultimately responsible for all day-to-day administrative decisions of the ministry.

Paragraph 8. The President’s Role with Staff.

The President hires, directs and dismisses staff. As the President, his call is confirmed to the ministry through the congregation, and those hired through him are to assist him in fulfilling this calling.  The President shall select three (3) members of the director’s staff to serve on the Confirmation Committee which shall have a role with regard to the confirmation of a new President.  In the event that there are not three (3) members of the director’s staff, the Confirmation Committee shall consist of as many members less than two (2) as are appointed by the President.

Paragraph 9. Salaries

All salaries shall be determined by the Senior Leadership of FEED MY SHEEP TODAY, INC. INC. with complete oversight and approval by the Accountability board of the corporation.  The President’s salary and compensation will be determined by the board of Directors and not by the President.

Paragraph 10. Budget.

After the ministry is one (1) year old, an annual budget must be prepared. The budget is to be based on 90% of the previous year’s undesignated income.

Paragraph 11. Installation of New President When Departing President in Good Standing.

Section 1. If the President is in good standing or dies while in good standing, a new President shall be selected through the following process. The President shall nominate a new President (in a previously signed writing in the event of death) and the Confirmation Committee shall then confirm such nominee by an affirmative vote of two-thirds of the members of the Confirmation Committee.  In the event that the Confirmation Committee does not confirm such nominee the process shall repeat until a nominee is confirmed.  If the President is unable to nominate a new person, then the Accountability board with the ministry Directors shall nominate a person, under the same terms as are described in paragraph 11 below.

Section 2. The President is in “Good Standing” if:

(1) he is not under discipline by the Accountability board, (2) he is not under investigation by the Accountability board, and/or (3) he has not engaged in any conduct that could subject the President to discipline by the Accountability board.

Section 3. The Confirmation Committee

Shall consist of all three (3) Directors, three designated for the Confirmation Committee pursuant to Article 8, Paragraph 5, and three (3) members of the staff designated for the Confirmation Committee. There shall be no less than three (3) total members of the Confirmation Committee.  If the number of the Confirmation Committee should be less than nine (9), then the Confirmation Committee shall be composed of as many of the above Directors, as are available to serve.  Should there be less than three (3) total members of the Confirmation Committee, then the members of the Board of Directors under the Articles of Incorporation shall serve as the Confirmation Committee.

Section 4. In the event of a vacancy

In the event of a vacancy in the office of the President due to disability, death, discipline, or absence while the President is not in good standing, the Accountability board may by a vote of one less than the total number of Accountability board appoint an acting President until such time as a new President is nominated and confirmed. The acting President shall be eligible for nomination and confirmation as President.

Section 1.  Installation of New President When Departing President Not in Good Standing.

If the President is not in good standing, a new President shall be selected through the following process.  The Accountability board shall nominate a new President by an affirmative vote of at least one less than the total number of Accountability board, and the Confirmation Committee shall then confirm such nominee by an affirmative vote of two-thirds of the members of the Confirmation Committee.  In the event that the Confirmation Committee does not confirm such nominee the process shall repeat until a nominee is confirmed.

Section 2.  The President is not in “Good Standing” if:

(1) he is under discipline by the Accountability board, (2) he is under investigation by the Accountability board, and/or (3) he has engaged in any conduct that could subject the President to discipline by the Accountability board.

Section 3.

ARTICLE 9

DIRECTORS OF THE CORPORATION

Section 1. General Powers.

The major financial affairs of the corporation shall be managed by the Directors whose members shall have a fiduciary obligation to the corporation according to Sections 2 and 3 of this Article.

Section 2. Functions.

Paragraph 1. Provide Facilities.

The Directors vote in accordance with these Bylaws in order to conduct the major business decisions of the corporation. The Directors oversee the provision of the physical facilities needed by the ministry body. They also coordinate any construction projects which require a loan.

Paragraph 2. Exclusive Authority.

The Directors are the only body within the corporation or ministry body with the authority to:

Paragraph 3. Counsel.

The Directors are to provide counsel, at the President’s request, regarding the major financial commitments of the ministry.

Section 3. Financial Guidelines.

Paragraph 1. Monies Available to Directors.

In order to provide for the physical needs of the ministry, the Directors have available to them 100% of all unrestricted monies accumulated in any type of savings accounts including stocks, bonds, certificates of deposit, mutual funds, etc. and all assets in land and property.

Section 4. Appointment, Number, Term, and Qualifications.

Paragraph 1. Number and Selection.

The Directors shall be composed of five (5) members who are nominated and affirmed by a majority vote of the Directors.  The majority shall serve without remuneration and not be related by blood or marriage. The term of office of the Directors shall be three years.  Directors are subject to removal in accordance with paragraph 2. All Directors must be selected from the membership of the ministry.

Paragraph 2. Removal.

Any Director may be removed from office with or without cause by a simple majority vote of the board of Directors including the President’s approval.  However, the removal of the President is subject to Article 7.

The following reasons are considered just cause for board member removal that must be observed by the board of Directors:

In absentia at three consecutive board meetings;

Willful nondisclosure of a conflict of interest as interpreted by a majority vote of the board.

A board member may be removed from the board in the following manner:

By letter of resignation submitted to the President;

By action of the board of Directors in which a simple majority of the board, including the President’s vote in favor for removal, but at a rate that does not exceed one (1) dismissal every four (4) months.

Section 5. Meetings.

Paragraph 1. Frequency of Meetings.

A meeting of the Directors shall be held at least four times a year. The President, only may call a meeting at any time, under the condition that a majority [four (4) or more] of the Directors attend the meeting.

Paragraph 2. Leadership of Meetings.

If at all possible, the President is to attend and lead each Directors’ meeting. If not possible, the Secretary/Treasurer shall lead the meeting. If neither the President nor the Secretary/Treasurer is able to lead the meeting, the Directors must choose a leader for that meeting and proceed in order, with the appointed leader keeping minutes for the record. Any motions passed and recorded in a meeting without the President or the Secretary/Treasurer may not take effect until the following meeting with either the President or the Secretary/Treasurer present when the minutes of the previous meeting are approved.

Paragraph 3. Location of Meetings.

Any meeting of the Directors may be held at such place or places as shall from time to time be determined by the Directors or fixed by the President and designated in the notice of the meeting.

Paragraph 4. Written Notice of Meetings.

Whenever, under the provisions of a statute or the Articles of Incorporation or these Bylaws, a written notice is required to be given to any Trustee:

Such notice will require a minimum of four (4) days notice.

Such notice may be given in writing, by fax, or by mail at such fax number or address as appears on the books of the corporation and such notice shall be deemed to be given at the time the notice is faxed or mailed.

The person entitled to such notice may waive the notice by signing a written waiver either before, at, or after the time of the meeting.

Attendance at any meeting of the Board of Directors will constitute a waiver of notice of such meeting except where such attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Paragraph 5. Regular Meetings.

The Directors may establish regular meetings. No notice shall be required for any regular meeting.

Paragraph 6. Directors Action by Unanimous Written Consent Without Meeting.

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board of Directors shall individually or collectively consent in writing to such action.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.  Such action by written consent shall have the same force and effect as the unanimous vote of the Directors.  Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the Directors to so act and such statement shall be prima facie evidence of such authority.

Paragraph 7. Waiver of Notice.

Attendance of an Officer at any meeting of the Board of Directors will constitute a waiver of notice of such meeting except where such Trustee attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Paragraph 8 . Meetings by Remote Communications Technology.

Subject to the notice provision aforementioned in this Article, the Directors may also hold meetings by means of a remote electronic communications system, including video or telephone conferencing technology or the Internet, or any combination, only if each person entitled to participate in the meeting consents to the meeting being held by means of that system, and the system provides access to the meeting in a manner or using a method by which each person participating in the meeting can communicate concurrently with each other participant. Participation in such a meeting shall constitute presence in person at such meeting, except participation for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Paragraph 9 .Quorum.

A simple majority of the Directors (including the President) at an official board meeting constitutes a quorum.

ARTICLE 10

OFFICERS

Section 1. Officers.

The officers of the corporation shall be a President, Vice President and a Secretary/Treasurer and any other officers that the Directors may authorize from time to time.  Section 2. Appointment, Election and Term of Office.

Paragraph 1. Appointment of the President.

The appointment and responsibilities of the President are listed in Article 5 above.

Paragraph 2. Appointment of Secretary/Treasurer.

The Secretary/Treasurer is to be nominated by the President and approved by the Directors. The term of this office is indefinite. Should the Directors fail to approve of the nomination by the President, other nominations must be made until a suitable candidate is chosen. The Secretary/Treasurer is a voting member of the Board of Directors.

Paragraph 3. New Offices.

New offices may be created and filled at any meeting of the Directors. Each officer shall hold office until his successor has been duly elected and qualified.

Section 3. Removal of Officers.

Paragraph 1. Accountability Board Responsibility for the President.

The Accountability Board of the ministry may discipline or remove the President according to Article 7.

Paragraph 2. President Responsibility of Secretary/Treasurer.

The President can remove the Secretary/Treasurer at any time.

Paragraph 3. Directors’ Responsibility for All Other Officers.

Any officer elected or appointed by the Directors may be removed by the Directors when the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 4. Powers of Officers.

Paragraph 1. The President.

The powers of the President are listed in Article 5 above.

Paragraph 2. The Secretary/Treasurer.

The Secretary/Treasurer should be a voting member of the Trustee board as well as an officer of the corporation. As Secretary, the Secretary/Treasurer shall act as clerk and record (or have recorded) all votes and the minutes of all proceedings in a book to be kept for that purpose. He shall oversee the keeping of the membership rolls of the corporation, and in general perform the duties usually incident to the office of secretary, and such further duties as shall be prescribed from time to time by the Directors or by the President.

Paragraph 3. Public Availability of Annual Financial Statements.

The Secretary/Treasurer shall insure that current audited financial statements are available to anyone upon written request and the previous years cash flow statements are available to all contributors to the ministry.

Section 5. Trustee’s Selection of Additional Officers.

In case of the absence of any officer of the corporation except the President, or for any other reason that may seem necessary, the Directors, by a majority vote, may delegate the duties and powers of that officer for the time being to any other officers.

ARTICLE 11

BUSINESS PRACTICES

Section 1. Fiscal Year.

The fiscal year of the corporation shall be the calendar year.

Section 2. Contracts.

The Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or may be confined to specific instances.

Section 3. Checks, Drafts, or Orders.

All checks, drafts, orders for the payment of money, notes, or other evidences of indebtedness issued  in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall from time to time be determined by resolution of the Directors. In the absence of such determination by the Directors, such instruments may be signed by either the Secretary/Treasurer or the President of the corporation in accordance with their duties outlined in these Bylaws.

Section 4. Deposits.

All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the Directors may select in accordance with these Bylaws.

Section 5. Gifts.

Any Trustee may accept on behalf of the corporation any contribution, gift, bequest or device for any purpose of the corporation.

Section 6. Books and Records.

The corporation shall keep correct and complete books and records and shall also keep minutes of the proceedings of its members, Directors, committees having and exercising any of the authority of the Directors, and any other committee, and shall keep at the principle office a record giving the names and addresses of all Directors members entitled to vote. Books and records of the corporation may be inspected by any ministry member for any proper purpose at any reasonable time as approved by a majority of the Directors on a case-by-case basis.

Section 7. Ministry Facilities

These facilities may only be used for weddings that adhere to the Biblical definition of marriage and are solely reserved for use by members and their immediate family members. These facilities may not be used by any individual, group, or organization that advocate, endorse, or promote homosexuality as an alternative or acceptable lifestyle.  This policy also applies to birthday parties, reunions, anniversaries, wedding or baby showers, etc.  Funerals at the ministry facility are done at the President, Board of Directors discretion according to the Holy Bible and the bylaws.

Section 8. Ministry Name

The corporation may at its pleasure by a vote of the President, board of directors and the membership body changes its name.

ARTICLE 12

INTELLECTUAL PROPERTY

Paragraph 1. Agreement.

For purpose of this agreement, “Intellectual Property Rights” means any and all (i) copyrights and other rights associated with works of authorship throughout the world, including neighboring rights, moral rights, and mask work, (ii) trade secrets and other confidential information, (iii) patents, patent disclosures and all rights in inventions (whether patentable or not), (iv) trademarks, trade names, Internet domain names, registrations and applications for the registration thereof together with all of the goodwill associated therewith, (v) all other intellectual and industrial property rights of every kind and nature throughout the world and however designated, whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in effect.

Paragraph 2. Compliance.

This agreement is governed by and will be construed as a sealed instrument under and in accordance with the laws in the State of Indiana.  Any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of Indiana (or, if appropriate, a federal court located within the State of Indiana), and the corporation and Officer each consent to the jurisdiction of such court.  The Corporation and the Officer each hereby irrevocably waive any right to trial by jury in any action, suit or other legal proceeding arising under or relating to any provision of this Agreement.

Paragraph 3.  Requirement.

All Officers, Board Members, volunteers, and employees must sign the Intellectual / Confidential agreement.

ARTICLE 13

INDEMNIFICATION

Section 1 Indemnification. The Ministry may indemnify, to the extent allowed by law, any person who was or is a party or is threatened to be made a party to any threatened pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a director, officer, employee or agent of the Ministry or served any other enterprise at the request of the Ministry. The person to be indemnified must have acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Ministry or its members, and with respect to fury criminal actions or proceedings, had no reasonable cause to believe that the conduct in question was unlawful.

ARTICLE 14

GENERAL PROVISIONS

Section 1 Conferences.  All organizations of the Ministry shall be under the authority of the Ministry Leader. Ministry meetings and organizations meeting shall be called as needed.

Section 2 Annual Meeting.  An annual meeting of the Ministry congregation shall be scheduled in January of each year.

Section3 Calendar Year. The calendar year of Feed My Sheep Today, Inc., shall be January 1st until December 31st of the year.

ARTICLE 15

MINISTRY POLITY, NON-PROFIT PURPOSE

Section 1   Ecclesiastical Tribunal

The Leader’s authority as the head of the Ministry and its highest authority in matters regarding doctrine, faith, polity and decisions that affect the spiritual environment of the ministry; The Ministry President shall be the express and final arbiter of ecclesiastical polity, doctrine, ministry discipline, and questions of ministry property, and shall make the final decision with respect to any other matter which shall rise concerning the ministry, its internal workings, and its governance in every respect.  He has final authority over the interpretation of the ministry’s bylaws as well as giving him the right to veto a board decision that he feels is in conflict with the will of the Lord. The Ministry President in its acts under this section, and in deciding any dispute or issue hereunder, shall use the standards of; (1) The best financial and operating interests of the Corporation in light of the Holy Bible and the tenets of faith of this Ministry; and (2) The furtherance of the religious purposes as of the Corporation as they shall be apparent to the Directors according to the teachings of the Holy Bible.  The Bylaws may not be altered or amended except by a two-thirds (2/3) majority vote of the Directors in which the President of the Corporation or Vice-President (in that succession) cast an affirmative vote.

Section 2   Accountability Board

The accountability board shall be a special board outside of the organization.  This board does not have the authority to meet or get together on its own, for any reason.  This board’s purpose is to hear any accusations that have been brought to it by the unanimous vote of the Board of Directors.  If the board unanimously believes that the Ministry President has committed any of the sins mentioned in this article, they are authorized to call the Accountability Board to conduct an investigation.  If after the investigation, the board believes that the Ministry President has committed any of the sins mentioned in this special article, they have the authority to either discipline the Ministry President or dismiss him.

Section 2a Accountability Board qualifications:

  1. The Accountability Board is an outside board. They do not have any authority in the ministry or do not have the right to meet on their own.
  2. The Accountability Board cannot have any members that are related to the Ministry President.
  3. The members of this board should be made up of individuals that are not members of the ministry or serve on the Board of Directors, but must be leaders of other Ministries
  4. The members of this board can be nominated by the Ministry Leader and then confirmed by the board. These should be people that he trusts and that love him enough to tell him the truth

14.02b Implementation of the Accountability Board:

  1. The Ministry President needs to select three individuals and ask them to serve, if they accept,
  2. They need to fill out a special form and sign it to indicate that they wish to serve on this special board.
  3. This form should be kept saved in the ministry’s corporate records book

The Holy Bible referred to in these Bylaws is the King James Version of the Old and New Testaments of the Christian Faith, or any later translation which may be adopted or used by the Board from time to time.

Section 3   Ministry Disputes and Discipline

In any case where a dispute or question regarding ecclesiastical policy, religious doctrine, governance of the ministry, or Ministry property arises concerning any congregant, visitor, or other person who is ministered to during religious services held by the Corporation, or at other times, the Board of Directors of the corporation shall decide a dispute or question by majority vote, whether such dispute shall be between two or more persons attending any religious service held by the corporation, between any number of such persons, and any Officer or director of the corporation, or between any number of such persons and the Corporation.

Any person deemed by the Board of Directors of the Corporation to: (1) pose a physical threat to any person or to the corporation’ (2) be in substantial disagreement with the doctrine and interpretation of the Holy Bible espoused by the ministry; (3) be causing, about to cause, or capable of causing disruption to the religious services or other activities of the ministry; shall be considered a trespasser on Ministry property and may be ejected summarily.  No Director shall incur any liability for acting in the interests of the Corporation pursuant to this Section.

The Board of Directors may take any action it shall deem necessary according to the teachings of the Holy Bible with respect to any congregant, visitor, or other person who may attend religious services of the Ministry or who may seek to avail himself/herself of the ministry or outreaches of the Ministry.  Such action may include, but is not limited to, suspension of the right, temporarily or permanently, to attend the religious services of the Ministry.  Reasons for such action may include, but not limited to strife, rebellion, gossip, backbiting, and in general, other conduct not in accord with the teachings of the Holy Bible.  The Ministry provides instruction in the teachings of the Holy Bible to those who wish to follow the particular doctrines espoused by this Ministry.  Persons who wish to follow other doctrine espoused by other Ministries may do so at any time, and the Board feels that the appropriate place for such activity is at other Ministries, in order to preserve the unity of this Ministry according to the precepts of the Holy Bible.

Section 4 Nonprofit Religious Purposes:  Feed My Sheep Today, Inc. a Corporation, is a ministry, and in addition operates or may operate a Training Center, a Publishing division, a division which distributes charitable merchandise, and other divisions which further the religious purpose of the corporation.

The property of the Corporation is irrevocably dedicated to nonprofit religious purposes.  No part of the net earnings of the Corporation shall inure to the benefit of its directors, officers, or to any other individual, except that the Corporation shall be authorized and empowered to pay reasonable compensation for such services rendered, and to make payments in the furtherance of the nonprofit religious purposes of the Corporation.

No substantial part of the activities of this Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office.

Section 5   Corporate Authority:  In its religious nonprofit tax-exempt purposes, the Corporation shall have the following powers and authority:

(a)  To do all acts, perform all functions, and carry on all activities permitted by the nonprofit corporation laws of the State of Illinois, or any State in which the Corporation is qualified to act.

(b)  To have and exercise all powers and rights enjoyed by corporations generally in the State of Illinois, and any State in which the Corporation is qualified to act as long as the exercise of such powers is not specifically prohibited for nonprofit religious corporations.

(c)  To exercise such incidental powers as may reasonably be necessary to carry out the purposes for which the Corporation is established, provided that such incidental powers shall be exercised in a manner consistent with its tax-exempt status as a religious organization as set forth in Section 501(c)(3) of the Code.

(d)  Notwithstanding any other provisions of the Articles of Incorporation or these Bylaws, the Corporation shall not, except to an insubstantial degree, engage in any activity or exercise any powers that are not in furtherance of the nonprofit-religious purposes of the corporation, and the Corporation shall not carry on any activity not permitted to be carried on (i) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Code, or under the corresponding section of any future United States revenue law; or (ii) by a corporation, contributions to which are deductible under 170(b)(l)(A)(VI) of the Code, or the corresponding section of any future United States revenue law.

Section 6   Foreign Missionary Organizations Giving Policy

The main purpose of our foreign mission’s involvement is to proselytize and bring others into the Kingdom of God.   In keeping obedience to the Holy Scriptures, we will fulfill the mandate of our Lord Jesus Christ that is found in Matthew 28:18,19 – “Go ye therefore, and teach all NATIONS, baptizing them in the name of the Father, and of the Son and of the Holy Ghost; teaching them to observe all things whatsoever I have commanded you . . .”

We remain open to exercise that right whenever there is an opportunity to give a donation to an entity who itself is also a Ministry, ministry, or Christian mission.  We also understand that any and all giving must be done according to Revenue ruling 63-252 and 66-79.  In addition to Revenue ruling 63-252 and 66-79, and the OFAC/NGO regulations, we also have the following policy:

This organization will maintain some control and responsibility over the use of funds granted to our overseas missions.  We will exercise such control by sending representatives on a regular basis who will verify that such donated funds are used for the purpose for which we have sent them.  Our goal in supporting overseas mission is to further the gospel of Jesus Christ thus, fulfilling the mandate of Jesus Christ as found in Matthew 28:18, 19.

Only funds over which we have full control, will we use to donate to the foreign missions.  If at any moment any funds that have been donated to a foreign mission are not used for the purpose for which they were given and we have not received either a written or verbal request for a re-designation of those funds, immediate cancellation of any future funds will result and a refund will be requested.

ARTICLE 16

AMENDMENT OF BYLAWS

Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted at any regular meeting by simple majority affirmative vote of the Directors, and (2) an affirmative vote of the President. At least five (5) days written advance notice of said meeting shall be given to each member of the Directors. In the written notice, proposed changes must be explained. These Bylaws may also be altered, amended, or repealed and new Bylaws may be adopted by consent in writing signed by all of the Directors.