EIN 46-3666949
MINISTRY IN MISSION Bylaws
Jenna M Tabbaa, President
Justin Richards, Vice President
September 2017
This document contains Articles of Incorporation, Bylaws IRS Form 1023 with attachment Application of Recognition of Exemption for Ministry in Mission (EIN 46-3666949)
Articles of Incorporation of Ministry in Mission
The undersigned United States Citizens, desiring to form a non-profit corporation under Ohio Revised Code Section 1702.01 et seq., hereby certify as follows:
First.The Corporation shall be named Ministry in Mission
Second.The Corporation shall locate its principal office in Chesterland, Geauga County, Ohio
ThirdThe Corporation shall be organized and operated exclusively for charitable, religious, humanitarian and educational purposes within the meaning section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of promoting and supporting the ministry of Ministry in Mission, Inc.
FourthNo pecuniary gain or profit from any portion of the corporation’s net earnings shall inure to the benefit of, or be distributed to any person involved in the Corporation’s purpose, or to any private individual; provided, however, that the payment of reasonable compensation for services rendered, together with payments and distributions in furtherance of the Corporation’s purpose shall not be deemed pecuniary gain or profit or distribution of earnings.
FifthThe Corporations authority shall extend to doing any and all things reasonably necessary to fulfill its purpose including but not limited to the following:
(a)Establish books of account for the keeping of financial records of the Corporation and its activities;
(b)Sponsoring programs, included but not limited to, exhibitions, workshops, conferences, mission trips, humanitarian needs, education, and/or fundraising associated with mission related activity.
(c)Soliciting, receiving and maintaining funds, property and services and applying them or the proceeds there from to the Corporation’s purpose;
(d)Adopting governing regulations concerning the operation of the Corporation;
(e)Carrying on all other business consistent with the Corporation’s purpose; provided the Corporation shall not, except to an insubstantial degree, if at all, carry on any other activities or exercise any other powers that are not permitted to be carried on (i) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) by a corporation, contributions to which are deductible under Sections 170(c)(2) of the Internal Revenue Code of 1986 as amended.
SixthUpon the Corporation’s dissolution, The Board of Trustees Shall, after paying or making provisions for the payments of all the Corporation’s debts and obligations, distribute the Corporation’s net assets to an organization or organizations organized and operated exclusively for the charitable, religious, humanitarian and educational purposes as shall the time qualify as an exempt organization or organizations under Sections 170(c)(2) of the Internal Revenue Code of 1986 as amended, as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the Corporation’s principal office is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine , which are organized exclusively for such purposes.
SeventhThe Corporation shall apply for Federal tax exempt status as a corporation organized and operated exclusively for charitable purposes within the meaning Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, immediately following the Secretary of State’s approval of these articles.
EighthThe following individuals shall serve as the initial Board of Trustees and Officers until the first annual meeting or other meeting called to select Trustees and Officers.
Jenna M Tabbaa– President
-must oversee all club activities and create an executive board of officers as needed.
Kent Axcell- Treasurer
Is to keep financial book keeping and all duties pertaining to finances
Justin Richards- Vice President
-will assist the president as needed and plan and book meetings. Also in charge of getting new members
MINISTRY IN MISSION BYLAWS
Article I – Name
The name of this organization shall be Ministry in Mission, Inc duly incorporated under the State of Ohio as a not-for-profit corporation.
Article II – Mission Statement
Ministry in Mission will provide charitable, religious, humanitarian and educational opportunities and support in the United States and abroad.
Article III – Officers and Members
The elected officers shall be President, Vice President, Secretary, Membership, Marketing, Fundraising, Service 1, Service 2, Service 3 and Treasurer. The academic advisor shall remain yearly unless otherwise personally determined in which case a replacement will need to be found within the specified time required by Student Life, and shall have separate duties from elected officers.
1)The Officers term of office will run from August 31st through September 1st.
2)The officers shall be called to order in a closed session by the President or at the request of another Board member.
3)The Officers will be elected at the annual membership meeting.
4)The Officers will be responsible for creating the budget for the next fiscal year which will run August31st to September 1st.
5)The officers will have the following responsibilities:
a)Quarterly meetings or more often as deemed necessary
b)Meetings may be held in person, by telephone, or internet
c)Discuss all financial issues
d)Approve and plan fundraising activities agreed upon by members and officers alike
e)Determine how funds will be appropriated
f)Provide guidelines and direction to the Board Members
g)Officers will appoint committee chairs
h)Officers are expected to uphold bylaws
6)The advisor will have the following responsibilities:
a)He/she shall be available as support and as a resource for club members and officers as much as is agreed upon by him/herself and the elected officers
b)He/she must finish the online training deemed necessary by Student Life
c)He/she must attend a meeting quarterly or as otherwise agreed upon by the officers and him/herself that year
7)Members will be able to join by simply emailing the club or coming to a function or event.
a)In the case of the need for a member to be removed, the officers shall vote on the matter and then make the necessary action to remove said member.
Article IV - Board of Directors
The Board of Directors will be comprised of the following people: the elected officers and the Committee Chairs. All Board Members will hold no compensated positions. The Board of Directors will have the following responsibilities:
1)They will assist in the development of the organization.
2)Help establish policies and procedure on financial matters.
3)Help with fundraising events.
4)Administer the business of the 501(c)3.
5)Nominations will be the responsibility of the Vice President. Nominations for the next year’s officers will be presented at the Fourth Quarter Board meeting. Additional nominations may be made at the general meeting.
6)Board members will serve from August 31 to September 1
7)Board members who are elected or appointed to fill vacancies will serve until the next September 1. Current board members may be nominated again.
8)The Board will meet quarterly or at any time deemed necessary by the President.
9)A majority of members of the Board must be present at the Board meeting in order to constitute a quorum.
10)Board members will maintain a file of notes and documentation of activity to pass along to the next person filling their position.
Article V – Finances
1)Budget
The Officers shall prepare the yearly budget based on the previous year’s financial statement and proposed activities of the upcoming year. The Board of Directors must adopt the proposed budget by a majority vote and present the budget at the annual meeting.
2)Fiscal Authority
The Board of Directors shall be authorized to expend necessary funds not in excess of $50.00 (fifty dollars) for the purpose considered necessary but not included in the annual budget. The authorization will be considered on an individual basis. Amounts greater than $50.00 (fifty dollars) shall be discussed at the board of directors meeting and approved by a quorum.
3)Fundraising
All funds raised by Ministry in Mission Club shall be split up in the following fractions:
75% of all raised money will go directly to the main office for Ministry in Mission Corporation
15% of all raised money will go into Ministry in Mission Club’s bank account for running and overhead costs
10% of all raised money will be set aside to be put into a scholarship fund to assist a worthy student with their tuition for going abroad with Ministry in Mission Club.
Article VI – Amendments to the Bylaws
Proposed amendments to these Bylaws shall be stated in such a language, that is adopted, it may be incorporated directly into the bylaws. The proposed amendment shall be brought before the Annual Membership Meeting and after a discussion; a majority vote of those present shall be required to ratify the amendment.
A committee appointed by the Board of Directors will review and/or revise the Bylaws at least every three years.
Article VII – Indemnification:
The Ministry in Mission, Inc. shall indemnify and save harmless and any individual against the expense of any action, suit or proceedings in which they are made a part by reason of his being or having been a Director, Officer or duly authorized agent of Ministry in Mission, Inc., except in relation as to matters to which they shall be adjudged in such action, suit or proceedings to be liable for gross negligence or willful misconduct in the performance of their duties. This right shall extend to all such persons, their successors, heirs and legal representatives.
ADDITIONAL PROVISIONS TO ARTICLES OF INCORPORATION
Article VIII – Purpose and Powers:
1) Purpose
MINISTRY IN MISSION Inc. is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.
MINISTRY IN MISSION’s purpose is to provide charitable, religious, humanitarian and educational opportunity and support in the United States and abroad.
2) Powers
The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
Article IX –Document Retention Policy:
1) Purpose
The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of MINISTRY IN MISSION Inc. records.
2) Policy
Section 1
General Guidelines
Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense, which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records.
From time to time MINISTRY IN MISSION INCORPORATEDmay establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.
Section 2
Exception for Litigation Relevant Document
All officers, directors, and employees are to comply fully with any published records retention or destruction policies and schedules, provided that all officers, directors, and employees should note the following general exception to any stated destruction schedule: If you believe, or the MINISTRY IN MISSION Inc. informs you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.
3). Minimum Retention Periods for Specific Categories
(a) Corporate Documents. Corporate records include the corporation’s Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request.
(b) Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the corporation’s revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.
(c) Employment Records/Personnel Records. State and federal statutes require the corporation to keep certain recruitment, employment, and personnel information. The corporation should also keep personnel files that reflect performance reviews and any complaints brought against the corporation or individual employees under applicable state and federal statutes. The corporation should also keep in the employee’s personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years.
(d) Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the corporation’s minute book. A clean copy of all other Board and Board Committee materials should be kept for no less than three years by the corporation.
(e) Press Releases/Public Filings. The corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation.
(f) Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.
(g) Marketing and Sales Documents. The corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.
(h) Development/Intellectual Property and Trade Secrets. Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the corporation and are protected as a trade secret where the corporation:
(i)Derives independent economic value from the secrecy of the information; and
(ii)Has taken affirmative steps to keep the information confidential.
The corporation should keep all documents designated as containing trade secret information for at least the life of the trade secret.
(i) Contracts. Final, execution copies of all contracts entered into by the corporation should be retained. The corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.
(j) Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.
(k) Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.
(l) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.
(m) Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years.
Article X – Miscellaneous:
1) Books and Records
The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its board of directors, a record of all actions taken by board of directors without a meeting, and a record of all actions taken by committees of the board. In addition, the corporation shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as amended to date.