LAKE GRANBURY MINISTERIAL ALLIANCE
ARTICLE 1: NAME
The name of this organizationshall be Lake Granbury Ministerial Alliance (The Alliance).
ARTICLE 2: TIME CONSTRAINTS
The period of duration of The Alliance shall be perpetual as long as the purpose of such an organization is required.
ARTICLE 3: PURPOSE
The Alliance is set in place as an umbrella organization covering the varied joint activities of the individual churches and pastors who may be serving a ministry post in Hood County, Texas at any given point in time. It will be responsible to continue, as long as necessary, those activities implemented previously through the foresight and vision of those who have served this extended spiritual community. It shall also serve to continue to implement other activities as the manifest need becomes evident.
The Alliance shall commit itself to religious, charitable and educational purposes for the good of Hood County, Texas. It is pursuing the following objectives:
1) PRIMARY PURPOSE. To cooperate together in whatever means are mutually acceptable to all to bring the Good News of Jesus Christ to this community.
2) SECONDARY PURPOSE. To promote a spirit of good will and fellowship among the members of the ministry of Hood County, Texas recognizing that no one individual can stand alone. Together we can accomplish far more than we could ever accomplish as individual pastors or churches.
No part of the net earnings of The Alliance shall inure to the benefit of, or be distributable to its Members, Directors or other private persons, except to pay reasonable compensation for services rendered or to make payments or distributions in the furtherance of the purposes set forth in the Certificate of Formation. The Alliance as an organization shall not be participant in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. The Alliance does not hold power over the individual members in their political activities.
The Alliance shall not carry on any activities not permitted to be carried on by theprovisions of Section 501(c) (3) of the Internal Revenue Code.
ARTICLE 4: RELATIONSHIPS
The Alliance is a voluntary cooperative organization and holds itself responsible to other beneficial and benevolent organizations of Hood County, Texas
ARTICLE 5: DIRECTORS AND DIRECTORS’ MEETINGS
Section 1: Management By Directors
The business and affairs of the Allianceand all corporate powers shall be exercised by or under the authority of the Board of Directors, subject to the limitations imposed by law, the Certificate of Formation, and these By-Laws. The President, Vice President and Secretary-Treasurer elected by the Voting Membership shall be the Directors. The President shall serve as the Chairman of the Board of Directors, the Vice President shall be the Vice Chairman and the Secretary-Treasurer shall be the Secretary.
Section 2: Number of Directors
The number of Directors the Alliance shall have is three. Each Director must be a Member and a resident of Texas.
Section 3. Term of Office
Unless a Director resigns or is removed, a Director shall hold office through December 31 of the year his/her term ends. Election for all Director positions, vacant or not, shall occur at each annual members’ meeting and may be held at any special members’ meeting called specifically for that purpose. The terms of office for the officers/Directors shall be:
President – one year
Vice President – one year
Secretary/Treasurer – two years
Terms of office shall commence on January 1 of the year following election. Officers may serve in the same office for a maximum of three consecutive full terms.
Section 4: Compensation
The Alliance shall not pay compensation to the Directors for services provided as Directors. This policy does not preclude any Director from serving the Alliance in any other capacity and receiving compensation for such additional service. Directors shall be compensated for legitimate expenses incurred on behalf of the Alliance upon submission of appropriate documentation, provided that said expenditures were pre-approved.
Section 5: Meetings
The Directors shall meet at least quarterly to discharge their duties, or as called by the President, or any other officer in his/her absence.
Section 6: Meetings By Remote Communications Technology
In addition to physical meetings, the Directors may hold meetings by means of a remote electronic communications system, including video or telephonic 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 that system of means, 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. Meetings by e-mail may also be held and decisions shall be binding provided all Directors agree to said decisions by e-mail communication.
Section 7: Required Formality of Proceedings at Meetings
Meetings of the officers/Directors will generally be conducted in an informal manner, as determined by the President/Chairman, and only summaries of the proceedings will be made by the Secretary. However, when serious or controversial issues are being considered, the Chairman or any officer/Director present may request that the meeting be conducted in a formal manner. In such case, the meeting will be conducted in general conformance to the latest edition of Robert’s Rules of Order (including RRO for Dummies) and formal minutes of the meeting will be made by the Secretary.
Section 8: Indemnification of Officers/Directors
The Alliance shall indemnify all officers, Directors, employees, and agents to the extent required by Chapter 8, TBOC. The Board of Directors may, by separate resolution, provide for additional indemnification as allowed by law.
Section 9: Insuring Directors, Officers, and Employees
The Alliance may purchase, procure, or establish and maintain insurance, or make any other arrangement, on behalf of any person as permitted by Section 8.151, TBOC, whether or not the Alliance has the power to indemnify that person against liability for any acts.
ARTICLE 6: MEMBERS
Section 1: Members
Subject to its Certificate of formation, as amended from time to time, the Alliance shall have Members. Article 6 and other provisions of these By-Laws that refer to Members shall apply.
Section 2: Admission of Members
a. De Facto Members
All Christian pastors, priests, ministers and heads of ministries in Hood County are de facto Members. Such persons from contiguous counties and persons retired from said capacities may also participate as Members upon making known their desire to do so. In the event that the status of eligibility of a prospective member is questioned, the decision of the Directors shall be final.
b. Registered Members
Because of the de facto nature of membership, Members must make known to the Alliance through registration their desire to participate in order to be entitled to receive notices, reports and correspondence and to attend Alliance meetings and functions.
More than one adjunct member may represent a particular organization including staff, elders, deacons, ministers and designated lay people. There is no limit to the number of such Adjunct Members that an organization may register with the Alliance. However, each dues-paying organization is entitled to only one vote.
Section 3: Right to Vote and Hold Office
Only Members whose dues are current shall have the right to vote on Alliance business or be nominated and elected to serve as an Officer/Director. Each organization shall be requested to pay annual dues for only one membership even though it may have any number of Adjunct Members involved in Alliance Activities. Each dues-paying organization shall have one vote.
Section 4: Termination of Membership
a. Termination Because of Ineligibility
The membership of a Member shall automatically terminate when said Member ceases to be involved in ministry in HoodCounty or its contiguous counties.
b. Termination By Directors
The Directors, by two-thirds affirmative vote, may suspend or expel a Member for cause after notice and hearing and may terminate the membership of any Member who becomes ineligible for membership.
Section 5: Annual Meetings
The time, location, and date of the annual meeting of the Members of the Alliance, for the purpose of electing Directors and for the transaction of any other business as may come before the meeting, shall be set by a majority vote of the Directors. This annual meeting shall normally be in November of each year. Notice of the annual meeting may be by e-mail and shall be given at least one week prior to the date of the meeting.
Section 6: Valid E-mail Addresses Required
Notices of meetings and most other correspondence with Members shall take place by e-mail. It is each Member’s responsibility to keep the Secretary informed of their current e-mail address. Failure to do so will constitute waiver by the Member of their right to receive notices and communications.
Section 7: Voting By E-mail
Any issue, except nomination and election of officers/Directors, requiring a vote of the Members may be submitted to the Members by e-mail. Ballots on said issues may be received by e-mail provided that the associated voting outcome shall not be final until one week after the issue is submitted to the Members.
ARTICLE 7: FINANCES
Section 1: The Alliance shall be financed through individual/organization membership dues set annually and payable in January for the calendar year. An organization’s dues shall cover all members from said organization. The Corporation may also accept donations and may conduct fund-raising activities.
Although each minister of a congregation located within the environs of Hood County shall be considered a Member and invited to meetings by virtue of office, only those Member’s whose dues are current may vote on the Alliance’s business or hold office as an officer/Director. Each such member individual/organization shall have one vote even though more than one Adjunct Member may be active in the organization.
Section 2: No indebtedness shall be incurred in the name of The Alliance.
Section 3: Banking accounts may be established in the name of The Alliance as may be deemed necessary. Funds will be disseminated under the signature of the Secretary/Treasurer or an appointed individual under the direction of the Secretary/Treasurer.
Section 4: Until a decision is made otherwise by the members of The Alliance, the offerings received during the annual Community Thanksgiving service shall inure to the benefit of People Helping People, a benevolent corporation established by The Alliance in 1984 and separated from The Alliance to operate as a separate entity in 1985.
ARTICLE 8: AMENDMENTS
Notices of and Amendments to these By-Laws may be made via electronic communication or at any regular or special meeting of The Alliance providing that due notice of the proposed amendment has been presented to the membership of the Alliance in writing fourteen (14) days in advance. A two-thirds majority vote of the duly recorded membership of The Alliance present and voting shall be necessary for adoption. Once an amendment is passed, the Secretary-Treasurer shall be charged with editing this document with pertinent changes.
The undersigned, Secretary of Lake Granbury Ministerial Alliance, hereby certifies that the foregoing By-Laws constitute the By-Laws of Lake Granbury Ministerial Alliance as duly adopted by the members on the __18th_____ day of __July___, 2014 and by the Board of Directors of such Corporation on the __18th_______ day of _July__, 2014.
(Original signature on file in Corporate Office)
William J. Miller