Please note: These are SAMPLE BY-LAWS and should only be used in reference to the creation of your own church or ministry. Use these sample by-laws as a guideline and educational material only. These sample by-laws in no way represent the offering of legal counsel or advice by the Universal Life Church Monastery.
© Copyright 2013 Universal Life Church Monastery. All Rights Reserved.
BY- LAWS OF _______________________ (name of your Church)
ARTICLE I - PRINCIPAL OFFICE
The principal office of the Corporation, (also referred to as the "Church") shall be located at:
________________________________ (Street Address),
__________________(City), ____ (State) __________ (Zip).
Other contact information is:
_______________________________ (email address)
ARTICLE II - STRUCTURE OF MINISTRY, CIVIL, AND ECCLESIASTICAL
2.1 Legal Structure. The officers of the corporation are ___________________________, ___________________________, and ___________________________; (You must have a minimum of 3 officers: a President, Secretary and Treasurer. They cannot be the same person. You can then have other positions, defined by yourself or by consensus, to fulfill whatever role is needed for the smooth operation of the corporate entity. It is a best-practices rule to have a President, Vice-President, Secretary and Treasurer.)
2.1.1 The President shall be ____________(input religious leader title here) and shall preside at all meetings, shall make an annual report as to the status and condition of the corporation to this Board of Directors no later than ____________ (input date of formation +12 months). The President shall sign all certificates, contracts, deeds and other instruments of the corporation. During the absence or disability of the President, the _____________(input title of Board Member with proxy responsibility here) shall exercise all the powers and discharge all the duties of the President.
2.1.2 The _________________(input title of person in charge of spiritual leadership) shall exercise creative input on the spiritual content of the church material and shall be diligent in the act of upholding and improving the overall teaching and practice standards of the church.
2.1.3 The Secretary shall keep the minutes of all meetings: shall have charge of the seal and corporate books and shall make such reports and reform such duties as are required of him or her by the corporation, and shall sign all certificates, contracts, deeds and other instruments of the corporation as directed by the President, Treasurer and duties outlined in Articles of Incorporation.
2.1.4 The Treasurer shall have custody of all monies and securities of the corporation and shall keep regular books of account. The Treasurer shall disburse rightful funds of the corporation in payment of the just demands against the corporation or as may be required. The Treasurer shall make an accounting of all his transactions as Treasurer and of the financial condition of the corporation. The Treasurer will use an audit-approved accounting system as approved by the Board of Directors.
2.1.5 The officers of the corporation shall hold offices until their successors are duly elected and qualified, or until a written Letter of Resignation is tendered to the members of the Board of Directors and accepted by same.
2.1.6 The Board of Directors shall meet at least once each year, one day before the end of the fiscal year, in person. Special meetings may be called if and when the same may become necessary. Appropriate notice for Special Meetings shall be given to all Board Members, as described in the articles of Incorporation.
2.2 Ecclesiastical Structure. The Ecclesiastical structure of the Ministry shall be composed of:
2.2.1 The Board of Directors, and any member deemed necessary, voted upon and approved by said board.
ARTICLE III - THE BOARD OF DIRECTORS, ITS ORGANIZATION, POWERS AND DUTIES
3.1 BOARD OF DIRECTORS: The Board of Directors of the Church shall be at least 3 persons in number. The Board of Directors must always have an odd number of members, and are granted all necessary powers to exercise all directives necessary for the operation of the Church, expressed or implied, which shall be necessary and proper to carry out all the executive functions, and all other powers both civil and ecclesiastical as may be determined by the By-Laws, Articles of Incorporation, and approved and adopted resolution by the Board of Directors.
3.1.1 TERMS: The members of the Board of Directors shall be elected for a term of __________(insert appropriate number/year(s) term here). The Term shall be computed from the day of election to the post and each member may hold office until such time as an election by the members can be had. Elections schedules and procedures shall be defined in these By-Laws. It shall be determined by unanimous vote of the Board, the length of term of service to be rendered to the Board of Directors.
3.1.2 ELECTIONS: Elections shall be held every __________________ (put in date of 3/4 through term here.) The required number of votes for office holder approval shall be ___________ (put in one of the following clauses: "simple-majority", "two-thirds majority", "quorum", or "unanimous".
3.1.3 VACANCY: In the event of a vacancy on the Board of Directors - through attrition, resignation or forced vacancy, the remaining members of the Board of Directors shall fill via appointment such vacancy by a "simple majority" vote at a duly held meeting until a successor has been duly elected and qualified. Should the vacancy assume during mid-term, the Board of Directors shall be required to hold formal special mid-term elections no later than 60 days post vacancy or in the event of the Presidency, no later than 30 days post vacancy.
3.2 PASTOR: The Pastor can be qualified to hold the office of President of the Board of Directors and may be appointed as President of the board of Directors only by a unanimous vote by the current members of the Board of Directors.
3.3 SECRETARY. The initial Board of Directors position of Secretary shall be appointed by the Board of Directors with a ______________ (put term of initial appointment here) term limit, which may then be extended through formal elections at an appointed date to be determined by the Board of Directors.
3.3.1 The Secretary shall be the keeper of the minutes of the proceedings of all meetings, by all members, Board of Directors meetings, committee meetings, councils and other Boards or tribunals, as authorized by the Board of Directors. These shall constitute the formal records of the Church and shall be kept at the principal office of the Ministry. These records shall be deemed available for viewing by any and all requests, either public or private.
3.4 TREASURER. The Board of Directors must have a Treasurer which is independent of all other positions, and the person who holds the office of Treasurer may not hold any other position on the Board of Directors due to potential conflict of interest concerns. The Treasurer shall only be elected by the Board of Directors. The Treasurer shall be the treasurer of the Church, and shall have overriding custody of all moneys and securities of the Ministry and shall make an accounting of all of the Ministry transactions.
3.4.1 All checks, drafts or orders for the payment of money, notes, evidence of indebtedness issued in the name of the corporation, or any other encumbrance, shall be signed by the Treasurer of the corporation. In the absence of availability of the approved Treasurer, the Board of Directors may appoint a secondary signator who may sign on behalf of the corporation.
3.4.2 All funds of the Corporation must be deposited as required to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may elect.
3.4.3 Any member of the Board of Directors or the Pastor may accept on behalf of the Corporation any contributions, donations, gifts, including real property, works of art, bequests or devise ("contributions") for any purpose of the Ministry. Any and all contributions are the sole property of the Corporation and shall be duly noted and entered into the assets accounts and accounting by the Treasurer.
3.4.4 The Treasurer shall keep correct and complete financial records of all Ministry account(s). All books and records of the Ministry may be inspected by any member, or agent, for any purpose at any reasonable time.
3.4.5 The Treasurer shall be authorized to appoint person(s) to assist the Treasurer, with approval from the Board of Directors, in carrying out the duties and functions of the Treasurers Office. Any person(s) who are appointed to this role may be subject to formal background checks as appropriate for the fiscal responsibilities assumed.
ARTICLE IV - MEETINGS
4.1 The Annual Meeting of the Corporation is required and mandatory and shall be held on the _______________ (insert date of fiscal year here). All members of the Board of Directors are required to participate in person and no proxy shall be appointed their stead unless previously approved by a unanimous vote of the Board of Directors. The Annual Meeting shall consist of the business of member nominations and elections to the Board of Directors as appropriate. A quorum of the membership is required.
4.1.2 QUORUM: A quorum is hereby defined as two-thirds total membership of the corporation, excluding the members of the Board of Directors.
4.2 Special Meetings may be called by a vote of the Board of Directors, a directive issued by the President of the Board of Directors, or a directive issued by the Pastor as they in their discretion deem necessary. Notices for the calling of special meetings shall be given to all members in writing with 30 days prior written notice and shall be delivered via certified mail. Attendance of Special Meeting events may be conducted via proxy, with prior approval of a simple majority vote of the currently serving Board of Directors members.
ARTICLE V - RULES AND REGULATIONS
5.1 The Board of Directors may adopt such rules of procedure and regulations governing the conduct of its business and the organization of the Corporation as they may deem necessary, proper and expedient.
5.1.1 Appeals and Arbitration: If damage to person(s) or to the Corporation shall occur through the direction, action or inaction of the members of the Board of Directors, any individual member, or assemblage of members of the Corporation, shall have the right to request a special meeting, in order to pursue an appeals process as determined by an independent third-party board certified Arbitration specialist. The costs of such appeals shall initially be born by the party requesting the appeal(s). These costs shall be wholly the responsibility of the party determined to bring damage to the Corporation at the termination of the Appeals and Arbitration process.
5.1.2 Determination of Arbitration: All parties shall hold sacred the determination and outcome of the independent arbitrator who's decision shall be held as legal and binding by all parties to the appeals process.
ARTICLE VI - AMENDMENTS TO THE BYLAWS
Any and all provisions of the Bylaws, except those provisions enumerated in Article V may be modified, altered or amended by two-thirds majority vote of all members of the Board of Directors either at a regular or special meeting called explicitly for the purpose of amending these By-laws. If the proposed amendment(s) are adopted as herein provided, the results of the vote shall be announced by the Secretary of the Board of Directors and declared adopted by the President of the Board of Directors, whereupon such amendments shall be in full force of effect either on the date specified for the enaction of said amendments, or without an adoption date and time, shall be in full force and effect immediately upon adoption.
IN WITNESS WHEREOF, I have hereunto set my hand and seal, acknowledged and filed the foregoing Articles of Incorporation under the laws of the State of ________________________ this _____ day of __________,(month goes here) ______ (year goes here).
Signature of Incorporator
Print Name of Incorporator