divine word communications bylaws

8/20/2019 Divine Word Communications Bylaws

1/8

BYI-AWS

ARTICLE

I

T{AlIE

The name of fre prporation shall be called, "DIIfINE WORD COlllfUHICATIOflSi"

ARTICLE

Ir

PURP{OSES

Scction

L

Prcqrte

Callrolic

Fduation

The

purpces

of

this rcrporation shall be to

promote

education

of

the General

Public

on the

beliefs of Christianity

in iB fullness,

in the Roman

Catfiolic Church, thmugh

telecommunications,

confurencs,

and

other

furms of media.

Sclion ?* EnPuraoe Involv,cment in local Ca0ElicJrarishq;

To

enourage irwolvement

by

dre

general public

in

Christian

activitis

within

tieir

local

parisfre

of

their Roman

C"atholic

Church.

Seclion 3.

,To

Urib

Boob. Tlacts. etr-

To

write,

publisfi

and distribuh books, tr?cts, etc. br

minlsffy

b

priests

and lay

leaders

arourd

the

world.

Serllon

4"

Mc and Editu

thtr

Fornan

GatEdic Ghurdr

Generally to promote and edify the Churctt of lsus Christ, wherever it may be

fuund,

and b communicate

and

propagaE

the

Gosp€l

of Jeus Christ, by any and

every

means,

by encouraging

prayer

br

the

bhl enrarlgeliza$on

of

the rrorld,

by

enmuraging

a spirit

of unity among

all

God's

drildren

and by ministering

b thce

who

are

sufiering

fur the

cause

of

Christ,

in faithfulns

to

the magisterium

and

teachings

of $e Roman

Catholic Churcfi.

{pction

5. l|d

+rd

Initiab Relbiotrs Worfs

To

initiate,

participate

in, mainhin

and

aid all

sudt

religious

and cfraritable works

as

the Boad

rnay

onsider

advisable sudr as mission agencies, sdrcols,

cfiurches,

etc.

lpctioa 6 Tp Prqnote Soiritual Grorrtlr

To

promote

spiritual

growth

among its corporate

ofiFcers and donors

by 1) allowing

Jesus to be

Chief Executive

Officer of Divine Word

Communications,

2) spreading

ttre

Wotd

of

God

through

telecommunietions and

other mears, 3) maintaining

a

spirit

of

rejoicing

ln

atfr for

all tfrings,

and

4)

by

maintaining

a

life

of Bible

study and

prayer.


2/8

ARrICLE

III

STATET=I|T

OF FAITH

we

befieve

in

God,

the Father

almighty,

creator

of

heaven

and

earth.

we

believe

in Jesus

chrlst,

his

only

son,

our

Lord.

He

was

oneived

by

the

power

of thg Holy Sprit and bom of the Virgin Mary. He suftred under Fontiui pitate,

was

crucified,

died,

ard

rras

buried.

He

descended

to

the

dead.

On

the

third

day

he rme

again.

He

asended

into

heaven,

and

is

seaEd

at the right

hand

of

the Father.

He

will

@me

again

to

judge

the

living

and

the dead.

We

believe

in

the

Holy

Spirit,

the holy

catholic

Church,

the

ommunion

of

saints, thefurgiveness of sins, the resurrection of the body, ano lire everlasting.

ARECLE

TV

|{EADQUARTEHi

AI{D

OFFICERS;

The

InEmatlonal

and

the

U.S.A.

Headquarters

of

Divine

Word

&mmunicafions

shall

h

located

in

the

United

Stats

of America

at

sucfr

place

as may

h determined

by

the

Board

of Directorg

br

fie

present

time it

will-be

in

naglviln,

ruioama.

Scction 2- Brancft Olfices

other

l{ational

or branch

office<

may

be

opened

in

ountries

or

shte

where

sucfi

an

added

e:tpansion

is

deemed

desimble

by

the

Board

of

Directors

in oroei

to

-

lgmrlis

its

purpcc

and

objectives.

Current

brancfr

offices

are

tocateo

in

Mobile,

Alabama,

Fairhop,

Alabama,

and Fensaola,

Fforida

ARTXCLE

Y

OFFICERIS

Scction

1.

Board

gtr

ffre6rs

There

shall

be

a board

of directors

of

not less

than

three

reputable persons

who

are

electd

annually

to administer

the afFairs

of

tfie

orpomtion.

Thee

directors

shatt

be

eligible

to

succeed

themselves.

These

direclors

stratl

nave

and

er


3/8

Secti,on

?- Offierc

of tlrc

Corooration

The

officers of the

corporafron

shalt

be a

Prsidenf

a Vice-Presldent,

a

Secrebry,

a

Treasurer

and

sucfi

other

of,Fers as the

Board of Dire$rs

may

determine

and as

may

be elected

in amrdance

with tfie

provisiom

of thisArtide.

Section

3. Elerilion

and

Tcnn of Otk

The

offiers

of the

orporation

shall be

decFd

annually

by

tfre Board

of Direturs-

If

the

election

of

officers

shall not be held at strcfi mding,

sudr eHion

sfiall

be

hdd

as

soon

thereafter

as

onvenienfly may be.

Vaencies

may be filled or

new

offies

created

and

filled at

any meeting of the

Board

of Directors,

wtren

prior

to

sucfi

meeUng,

eacfi member

of

the

Board has been'duly notified

of

the

plan

b fill

or

create and

fill

sttcfi

offices

ten days

in

advance of said

Eoard of Directors rneeting.

Eadt offier

shall hold

office until

his

successor

shall have

been

duly elected

and

shall

have

gualified.

Secilion

4.

Rsnovd

Any offier or agent etstd or appointed by the Board of Diredors may be rernoved

by the

Board

of Directors

whenever in its

judgment

the

ffi

intersts

of

the

orporation

wqtld

be

served

thereby, but sucfi

rernoval

shall be

without

prejudice

to

the

ontract rights, if

any,

of the

person

so

removed.

ffin 5.

Vacancirs

A

rracancy

in

any

ffie

because of dedr,

resignatilrn,

r€nrval,

dlsquallllcailon

r

otfierwise,

rnay

be filled

by

the Board d Dire6rs

fur $e unexpired

portion

dthe

term.

Sec&n

6.

Prcsirlent

In

addition

to

Jesus Ctrrist,

the

Pnesident

shall be

the

prindpal

qeqrtive

offier

of

the

orporation

and

shall

in

general

srpervise and

ontrol allthe

business and

afiairs

of the

orporatbn,

The

President

sfiall

pr€side

at all

meetings

of

the Board

of

Dlrectons.

He

may

sign,

witfi the secrebry, assisbnt

secretary or

any other

proper

ofFss of

the

corporation

authorizd

by the

Board

of

Direbrs,

any deeds,

mo.rtgages,

bonds,

contraG,

or

other InstrumenE whidt

the Board

of Directors

have

authorized

b be

secuted,

elGBFt in

rc

where tle

s[ning

and

execution thereof

shall

be

opresly

delegaEd

by

the Board of Direturs

or by drcse by-tarw

or

by

statuE

b some

other

offier

or

incident

to

the offie

of Preident

ard sucfi

other

duties

as

may be

prescribed

bV the Board

of Dire&rs

from time

b

dme. He

shatt

appoint

the

mernbers

of all

emmitte€s,

ard sfrall designate

the

drairrnan

of

said

ommittees.

Seclion

?. Ylce-PrcCdent

In

the

absene

of the hesident

or

in

the event

of hb inabitity

or

refirsal to

act,

the

Vice-President (or

in

Ure

event there may

be rnor€

than one Vic*Presideng

the Vice-

Preident,

in

order

of

designafion,

or

in the absence

of

any

dsignation,

then

in

the

order

of their

election

except

the

Vice-President

fior

stewardship)

shall

per&rm

the


4/8

dutis

of

the President

and when

so

acting,

shall have

all the

poryers

of and

be

subject

to

all

tlre

retrictions

upon

the Presidenl

Any

viedsdent

sfralt

perfiorm

such

other

duties

a from

time

b time

may be

eided

b

him

by

the F+bsident

or

by

the

Board

of

Directsrs.

In the

event

the

Presidern

refirs

b act,

then

iny

vice-

President

or

director

of the

&ard

of

Dire&rs

strall

act

Section

&

Secrctarv

The

Secretary

shill

keep,

or

supervise

the keeping

of

the

minuF

of

proceedings

of

meetings

of the

Board

of Dire6rs

in

one or morsbooks

prwided

for

that

purpose,

shall

see that

all

noties

are duty

given

in

amrdance

with

dre

provisio*

of

tfto"

by-laws

or

as reguirred

by law,

shall

be

the

orsbdian

of the

corporate

records

and

*d

of

the

corporation

and

see

that

the

seal

of the

orporation

is

affxed

to

ail

documents,

tfie

orecution

of whicfi

on behalf

ol

Ur"

corporation

undir its

seal

is

duly

autfiorized

in

amrdance

with

the

provisions

of these

by-laws,

shalt

keep

a register

of

the

post

office

address

of

each Director,

and

shall

in

ieneral

perform

all

duties

incident

to

the ofFce_of

Secretary

and

sudr

other

duuesis

from

time

to

time

may

be

assigned

to

him

by

the

Presiderit

or

the

Board

of

Direcbrs.

The

books

and

reords

of

the

corporaUon

n

the

possession

of the

Secretary

shall

at

all times

be

the

propegy

and

be

available

to

the corporation, and upon the terminauon of his office, he shalldeliver to

his

sucrFssor

or

to the

presidingL

officer

of

tfie

Board

all

records,

doctments

and other

property

of

the orporation

in

hls

posession.

In

perfurming

the

duties

of his

office,

he

may

be

asilsted

as

prescribed

by

the

Board

6f

oirecors.

Scction

9.

Trwrrer

rf

required

by

Ute

Board

of Dire6rs,

the

Treasurer

shall

give

a bond

fur

the

faithful

disdtarge

of his

duties

in

sudr sum

and with

sucfi

slrrcry

or

strreties

as the

Board

of

Dlrectors

shall

ddermine.

He

sfiall have

cfiarge

ard

orfrocry

of and

be responsible

br

all

funds

and

seqrrities

of the

@rpoftrtion;-reeive

ard

give

receipE

fur

moneys

due

and

palrable

to

the

corporation

from

any

source

wtratsoever,

and

deposit

all such

moneys

in

the

name

of

the

corporation

in

sudr

banks

trust

ompanies

oi

other

deposibries as sfiall be selected in aeordane with tfri provtxoh of these by-taws;

and

in

gereral

perfurm

all

the

duHes

incident

to

the

ffide

of Treasurer

and

sucfi

other

duties

as

from

time

to

time may

h

assigned

to him

by

the

presideni

or

Oy

he

Board

of

Directons.

The

Board

of

Dtrectors

may elect

an

Assisnt

secrebry

and

Assisbnt

Tr€asurer,

whicfi

in

the

absence

of

ttre

Secrebry

orTreasurer

strait

permrm

dutie

of

the

officer

so

absnt.

The

asslstant

shall

perfo;n

sucfi other

dudesre

may

be

assigned

to

them

by

Ure

tsoard

of

Directors.

Eacfr

Assistant

Treanrer

s*rall

be rquired

to

gl\re

a

bond

as

reguired

by

the

Board

of

Directors

br

the faiftful

perftrmance

of

his

duties.

There

shalt

be

an Executive

C.ommitEe

of

the

Board

conslsting

of

the

president,

seretary

and

Treasurer

all of whom

shall

be

Board

memaea

and

any

other

members

of

the Board

elected

annually

bv

the

Dire6rs,

ard

selected

by

the

Board

to

serve

on

the

c-ommitte.

The

Executtue

Boad

shan

have

all

of $re

powers

of the

Board

of

Directors,

xcept

hat t

shalf

not:

tal

ameno

he

Constitutidn

igy-bws,


5/8

{b)

elect

or

appoint

offiers,

(c)

elect

or appoint directors,

td)

sell, encumber

or

ontract

for real estate

or major

improvements'therein

e:(ept

sucfi

as may

be

rceived

in

its deftrred

giving prqtrdn.

The Exm.rtfue

Commi&e,

however,

shall

have

full

povver

o

supervise

and

direct

the

stewardship

program

of

the mision.

Sec:|lon

12.

Cornoensation

Compensated ndividuals will not be allowed to vote on decisionsconcerningtheir

ourn

@mpensation

or the

compensation

of

persons

related

b them.

ARIICI-E

VI

I'IEETINGS

Sectlon

1. Procedurcs

lbr

Board lleellnos

1. The

Board of

Directors

shall

meet

twice

a

year.

Slormally,

these

meefings

shall

be held in

January and

July.

The

January

meeting

shall be the

annual

meding.

2. The Directors' meefings may be furmally called by the Presidentor by the

Secetary

on

direction

of the President

or

by

the

Secrehry

on direction

of

two

Directors.

3. lfotice

of

the

Board rneetings

shall meet

quarErty

to

review

the

progress

and

to

o(ecute normal

business

d the orporation,

4.

The

ExecuUve

Commi@

shall meet

guarterly

b

review

the

progrs

and

to

o(ecute normal

business

of

the orporation.

5. In

case

of

emergency,

a special meeting

may be

called

by the

President

or

by

'

any

trvo

directors

fur

any and

all of

fte

diftrent

Boards within

the

orporaUon.

6.

A

quorum

for

the

transaction

of

business at any meefing

of the Board

of

Direftrs

srhall

onsist of trc-hirds

dtste

rnernbers

of the

Board.

7.

Every

member

of

the

Board

of Directors in

good

sbnding shall

be endfled toone vote and resoluUons of any business

must

be carried

out on

the

basis

of a

trrc-$ird

majority

of

&o€e

present

at

the meeting.

8.

l{o

error in

giving

notie

of any nreeffng

shall innalidaE

sudr meeting

or make

void

any

proceeding

taken $ere aL

9Fction

2.

order

of

EuslnFss

fort{re

Annual Heefino

orf

ilre

goard

of

Dlrcctor:g

Veriflcation

of

quorum

prenL

The

reading

of

the minutes

of

the Annual

General

meting

last

held,

ogether

with

the minutes

of

any intervening

or

oincident

general

meeting.

Business

rising

rom the minutes.

Prsentation of financialsEEment by the Treasurershowing revenuesand

o


6/8

ARTICIf

rfII

OUALIFIIN*TIOTS'

9F

THE BOAND

ilE||BENS

Each

Berd

Membershould

be

a

Catholic

pledgd

b

supprtthe nrylsErium

and

teacfiings

of the

Roman

Catlulic

Churcfi, and

who

agrs

b affirm the

s*atement

of

faith

in

Article

III,

and

ommit hinself to the

purpmes

and

goals

of

ffre corporation.

He should be willing to work with otfrer Board members in carrying out the duties

and

responsibiliU&

of

the

corporation.

ARTICLE

VIII

BRATIC}I OFFICEIi

This

corporation

may

set up

a brandr

ofFce

or branch

offices within

the

Unibd

Sbtes

of

America

or outside

as the

Board deenrs

it

neessary

in

acfiiwing

iB worldwide

goals

and objectives-

A brandr

ofFce

shalt

function

under

the InEnra$onal

HeadguarErs administration and direction,

Sdon

a Brardr

Offices

Outsirle t|re UniH

ffies

In

case of

a brandr

office

ouEide

of the United States,

the

office shall

be

set up in

keeping

with

the larys

of

the

land

wlth the

bllowing

general

practirec.

1.

It

shall

have

a responsible

Board of Directors

b

manage the

alliairs

of the

@rporation.

Z. It

shall

be registered

with

the Govemment and

fulfill

alt the

rcquirernents

of

Sre

law of

the land.

3.

An E:


7/8

The

ommon

seal of

the corporation shall

be

under

the

contrql

of

the

Direftrs,

and

shall

be

placed

under the

custody

of the

scetary.

All

doanments

rcquiring

ertiffcation by

the

orporation

strall

be certified

by

affixing

the

seal

thereto

in the

prsnce

of

the

president,

Mce

president,

Seaetary

orTreasurer.

ARTICLE

ET

BORROWII|G FOWER

fur

the

purpose

of

carrying

out

the

objectives of the

corporation,

the

Directors

may

borrow

or raise

or

secure

the

payment

of money

in

sucfr

manner

ass

thev think

fit,

and in

partiq.rlar

by

direct

loans frrom

ftnancial

institutions.

ARTTCLE nII

DSISOLUTION

In

the

event

of the

dissoluUon

of

this corporation,

its

assets

not required

fur

the

payment of its liabilitie and obligauons and not held upon condiuon requiring return,

specific

trarrfrr,

or

@nveyance

upon dissolution,

shall

be

paid

over

and

transrurred

to

one

or nnFe

orporations,

societies,

or organiafions

engaged in

activities

substantially

similar

to

those of

this orporation,

pursuant

to

a

plan

of

distribution

adopted

as

prwided

in

the

non-proftt

orporation laws

of the

State

of Alabama,

provided,

hdv€ver,

that no

distribution

of aets of

this corporation

shall

be made

to

any

organization

if

at the

Ume

of distribution

the

propced

disUibuEe is

not

an

organizafron

descrlbed

in

Secfion

17O(b)

(1)

(i)

(vi)

of

the Inernal

Renenue

Code

of

1986,

as arnended

,

and which has

not

been determined

by the

Commissioner

of

InErnal

Revenue

b

be exempt

from income

taxes under

Sections

5O1

(a)

and

501

(c)

(3)

of

the

Intemal

Renenue

&de

of 1986, as amended

ARTICLE NV

ArUdes

of

this Constitution

may

be repealed, altered,

or added

b

by a two-thirds

vote

of

the

members

of

the

Board

of

Directors at any

regular

or

special meeting

of

the Board

of

Directors,

provided

that any

modification

of

the By-laws

shall

be

submitted

in

wriUng

to

all members

of the Board of

Directors

at

which

a

vote

is

to

be

bkpn

on

the

proposed

modification

of

the By-laws.

But ro repeal,

alteration

or

amendment$all

be

enbrced or

acted

upon

until

the

amended

artide is registered

with

the

Secretary

of

State, if

required

by

law.

2.

3.


8/8

NancyL. Worley

Secretaryof

State

P.O.Box

5616

Montgomery, L

36103-5616

STATE OFATABAMA

I,

Nancy

L.

Worleyo ecretary

f Stateof

the

Stateof Alabama,havingcustody

of the Great and Principal

Sealof said State,do hereby

certify

that

the domest ic

corporat ion

records

on

f i le in

th is of f ice

discl-ose

that

oivine word

Communications

t

a

non-profit

corporat ion, incorporated in Winston

County ,

Haleyv i l le ,

A labama

on

,June

23, 2003. I fur ther

cer t i fy that the

records

do not discl-ose that said Divine Word Communi-cations has been

disso lved.

In Testimony

Whereof, I have

hereunto

set my hand

and affixed the Great Seal

of

the

State,at the

Capitol,

in

the

City of Montgomery,

on this

day.

November l - , 2006

Nancy L.

Wo

Secretary

of State

divine word communications bylaws

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