BY-LAWS

OF

STONEPLACE MINISTRIES

 

 

ARTICLE ONE

 

NAME, PURPOSES AND OFFICES

 

       Section 1.1   Name:  The name of this corporation is Stoneplace Ministries (herein called the Corporation).

 

       Section 1.2   Purposes: The Corporation is organized exclusively for the propagation of Christian morals and values through the means of religious gatherings such as conferences, seminars and fellowships. Included in such purpose is the availability of the facility and grounds for Christian fellowship and teaching. The Corporation will be operated exclusively for charitable, religious, and education purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provisions or provision of any subsequent United States revenue law.

 

       Section 1.3   Offices: The Corporation may have, in addition to its registered office, offices at such places, both within and without the State of Texas, as the Board of Directors may from time to time determine or as the activities of the Corporation may require.

 

ARTICLE TWO

 

BOARD OF DIRECTORS

 

       Section 2.1  General Powers:  Delegation.  The activities, property and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all such powers of the corporation and do all such lawful acts and things as are permitted by statute or by the Articles of Incorporation or by these Bylaws.

 

       Section 2.2.  Numbers and Qualifications.  The Board of Directors shall consist of three (3) directors which number may be increased or decreased from time to time by amendment to these Bylaws; provided, that at no time shall the number of directors be less than three (3) and no decrease in number shall have the effect of shortening the term of any incumbent director and that fifty-one percent of the board are Southern Baptist and/or adhere completely to the Baptist Faith and Message.  None of the directors need be residents of the State of Texas.

 

       Section 2.3.  Term of Office.  The directors of the Corporation shall be those persons named in the Articles of Incorporation as the initial directors, and they shall hold office for a term of 3 years elected on a rotating basis with, beginning the fourth year, one-third of the directors elected each year, or until their resignation, retirement, disqualification or removal from

office.

 

       Section 2.4.  Filing of Vacancies.  Any vacancy occurring in the Board of directors resulting from the death, resignation, retirement, disqualification, removal from office of any directors, or as the result of an increase in the number of directors, shall be filled by the affirmative vote of a majority of the remaining directors, though not less than a quorum of the Board of Directors, at any annual or special meeting hereof.  Any director elected or appointed to fill a vacancy shall hold office until the end of the original term of office or until his resignation, retirement, disqualification or removal from office.

 

       Section 2.5.  Removal.  Any director, either for or without cause at any annual or special meeting of the Board of Directors by the affirmative vote of a majority of the number of directors fixed by these Bylaws, if notice of the intention to act upon such matter shall have been given in the notice of such meeting. Any director who shall fail to attend three consecutive meetings shall be contacted by the President to ascertain such director’s willingness to continue to serve as a member of the Board. 

 

       Section 2.6.  Place of Meeting.  Meetings of the Board of Directors shall be held at such places, within or without the  State of Texas, as may from time to time be fixed by the Board of Directors or as shall be specified or fixed in the respective notices or waivers of notice thereof. 

 

       Section 2.7.  Annual Meetings. An annual meeting of the Board of Directors, commencing with the year 1997, shall be held ‘on the second Friday’ at 7:30 o’clock PM of December in each year, if not a legal holiday in the place where the meeting is to be held, and if a legal holiday in such place, then on the next full business day following at 10:00 o’clock AM, at which they shall elect officers, and transact any and all other business as may properly come before the meeting.  Written or printed notice stating the place, day, and hour of each annual meeting of the Board of Directors shall be delivered not less than two (2) or more than fifty (50) days before the date of such meeting, either personally or by mail, by or at the direction of the President, to each director entitled to vote at such meeting.

 

       Section 2.8.  Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as may be fixed from time to time by resolution adopted by the Board and communicated to all directors.  Except as otherwise provided by statute, the Articles of Incorporation, or these Bylaws, any and all business may be transacted at any regular meeting.

 

       Section 2.9.  Special Meetings.  Special meetings of the Board of Directors may be called by the President on one week notice, either personally or by mail or by fax.  Special meetings shall be called by the President in like manner and on like notice on the written request of two (2) or more directors.  Except as may be otherwise expressly provided by statute or by the Articles of Incorporation, or by these Bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

 

       Section 2.10.  Quorum and Manner of Acting.  At all meetings of the Board of Directors, the presence of a majority of the number of directors fixed by these Bylaws shall be necessary and sufficient to constitute a quorum for the transaction of business if the number of directors fixed by these Bylaws is no more than three (3) but if the number of directors fixed by these Bylaws is more than three (3), then three (3) directors shall constitute a quorum for the transaction of business, except as otherwise provided by statute, by the Articles of Incorporation, or by these Bylaws.  Directors present by proxy may not be counted toward a quorum.  The act of a majority of the directors present in person or by proxy at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by statute, by the Articles of Incorporation or by these Bylaws, in which case the act of such greater number shall be requisite to constitute the act of the Board.  A director may vote in person or by proxy executed in writing by the director.  No proxy shall be valid after three months from the date of its execution.  Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.  At any such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally convened.

 

       Section 2.11.  Director’s Compensation.  No director shall receive compensation for his or her services as a director or as a member of a standing or special committee of the Board.  Nothing herein contained shall be construed to preclude any director from receiving reimbursement for expenses incurred on behalf of the Corporation or in attending meetings of the Board of Directors or any such committee or from serving the Corporation in any other capacity and receiving compensation therefor.

 

       Section 2.12.  Consent of Directors.  Any action required or permitted to be taken at any meeting of the Board of Directors or any committee may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed by all of the directors or all of the members of the committee, as the case may be.  Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any document.

 

 

ARTICLE THREE

 

NOTICES

 

       Section 3.1.  Manner of Giving Notice.  Whenever, under the provisions of the statute or of the Articles of Incorporation, or by these Bylaws, notice is required to be given to any director or committee member of the Corporation, and no provision is made as to how such notice shall be given, it shall not be construed to require personal notice, but any such notice may be given in writing by mail, postage prepaid, addressed to such director or member at his address as it appears on the records of the corporation.  Any notice required or permitted to be given by mail shall be deemed to be delivered at the time when the same shall be thus deposited in the United States mails, as aforesaid.

 

       Section 3.2.  Waiver of Notice.  Whenever any notice is required to be given to any director or committee of the Corporation under the provisions of the statute, or of the Articles of Incorporation, or the Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

 

 

ARTICLE FOUR

 

EXECUTIVE COMMITTEE AND SPECIAL COMMITTEES

      

 

       Section 4.1.  Executive Committee. The Board of Directors may, by resolution adopted by affirmative vote of a majority of the number of directors fixed by these Bylaws, authorize the annual election of an Executive Committee of the Board of Directors to consist of not more than five members of the Board.  Unless restricted by the Board of Directors, the Executive Committee shall, between meetings of the Board, have all power and authority of the Board of Directors.

 

       Section 4.2.  Special Committees.  The President may designate two or more persons to constitute a special committee or committees for any purpose;  provided, however, that any such committee or committees shall have and may exercise only the power of recommending action to the Board of Directors and of carrying out and implementing any instructions or any policies, plans and programs theretofore approved, authorized and adopted by the Board of Directors.

 

ARTICLE FIVE

 

OFFICER, EMPLOYEES AND AGENTS: POWER AND DUTIES

 

       Section 5.1.  Elected Officers.  The elected officers of the Corporation shall be a President and a Secretary, and may also consist of one or more Vice Presidents, as may be determined from time to time by the Board (and in the case of each such Vice President, with such descriptive title, if any, as the Board shall deem appropriate), and a Treasurer.

 

       Section 5.2. Election. So far as is practicable, all elected officers shall be elected by the Board of Directors at each annual meeting thereof.

 

       Section 5.3. Appointive Officers.  The Board of Directors may also appoint one or more Assistant Secretaries and Assistant Treasurers and such other officers and assistant officers and agents as it shall from time to time deem necessary, who shall exercise such powers and perform such duties as shall be set forth in these Bylaws or determined from time to time by the Board.

 

       Section 5.4.  Two or More Offices.  Any two (2) or more offices may be held by the same person, except that the President and Secretary shall not be the same person.

 

       Section 5.5.  Compensation.  With the exception of the Executive Director, no compensation shall be paid to an elected officer of the Corporation.  The compensation of the Executive Director and the appointed officers of the Corporation shall be fixed from time to time by the Board of Directors.  The Board of Directors may from time to time delegate to the Executive Director the authority to fix the compensation, within the budget limits approved by the Board, of any or all of the other employees and agents of the Corporation.

 

       Section 5.6.  Term of Office: Removal: Filling of Vacancies. Each elected officer of the Corporation shall hold office for one year or until his earlier death, resignation, retirement, disqualification, or removal from office.  Any officer or agent may be removed at any time by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

 

       Section 5.7.  President.  The President shall be the chief executive officer of the Corporation and, subject to the provisions of these Bylaws, shall have general supervision of the activities and affairs of the Corporation and shall have general and active control thereof.  The President shall preside when present at meetings of the Board of Directors.  He/she shall have general authority to execute bonds, deeds and contracts in the name of the Corporation and to affix the corporate seal thereto; to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require and to fix their compensation; to remove or suspend any employee or agent; and in general to exercise all the powers usually appertaining to the office of president of a corporation, except as otherwise provided by statute, the Articles of Incorporation or these Bylaws.  In the absence or disability of the President his/her duties shall be performed and his powers may be exercised by the Vice Presidents in the order of their seniority, unless otherwise determined by the President or the Board of Directors.

 

       Section 5.8.  Vice Presidents.  Each Vice President shall generally assist the President and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the President or the Board of Directors.

 

       Section 5.9.  Secretary.  The Secretary shall see that notice is given of all annual and special meetings of the Board of Directors and shall keep and attest true records of all proceedings at all meetings of the Board.  He/she shall keep and account for all books, documents, papers and records of the Corporations, except those for which some other officer or agent is properly accountable.  He/she shall generally perform all duties usually appertaining to the office of secretary of a corporation.  In the absence or disability of the Secretary, his/her duties shall be performed and his/her powers may be exercised by the Assistant Secretaries in the order of their seniority, unless otherwise determined by the Secretary, the President or the Board of Directors.

 

       Section 5.l0.  Assistant Secretaries.  Each Assistant Secretary shall generally assist the Secretary and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him/her by the Secretary, the President or the Board of Directors.

 

       Section 5.ll.  Treasurer.  The Treasurer shall be the chief accounting and financial officer of the Corporation and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Corporation and shall direct the manner of certifying the same; shall supervise the manner of keeping all vouchers for payments by the Corporation and all other documents relating to such payments;  shall receive, audit and consolidate all operating and financial statements of the Corporation and its various departments; shall have supervision of the books of accounts of the Corporation, their arrangements and classification; shall supervise the accounting and auditing practices of the Corporation, and shall have charge of all matters relating to taxation.  The Treasurer shall have the care and custody of all moneys, funds and securities of the Corporation; shall deposit or cause to be deposited all such funds in and with such depositories as the Board of Directors shall from time to time direct or as shall be selected in accordance with procedures established by the Board; shall advise upon all terms of credit granted by the Corporation; shall be responsible for the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts, disbursements and contributions of the Corporation.  He/she shall have the power to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange or other commercial papers payable to the Corporation, and to give proper receipts or discharges for all payments to the Corporation.  The Treasurer shall generally perform all duties usually appertaining to the office of treasurer of a corporation.  In the absence or disability of the Treasurer, his/her duties shall be performed and his/her powers may be exercised by the Assistant Treasurers in the order of their seniority unless otherwise determined by the Treasurer, the President or the Board of Directors.

 

       Section 5.12.  Assistant Treasurer.  Each Assistant Treasurer shall generally assist the Treasurer and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him/her by the Treasurer, the President or Board of Directors.

       Section 5.l3.  Executive Director.  The Executive Director shall be the chief operating officer of the Corporation.  He or she shall have the active supervision and control of the operations and affairs of the Corporation.  The Executive Director shall have, within the budget limits approved by the Board of Directors, the general authority to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require and to fix their compensation.  The Executive Director may also remove or suspend any employee or agent and may take such other actions on behalf of the Corporation as may be necessary or advisable to conduct the activities of the Corporation.

 

       Section 5.l4.  Additional Powers and Duties.  In addition to the foregoing especially enumerated duties, services and powers, the several elected and appointed officers of the Corporation shall perform such other duties and services and exercise such further powers as may be provided by statute, the Articles of Incorporation, or these Bylaws, or as the Board of Directors may from time to time determine or as may be assigned to him/her by any competent superior officer.

 

ARTICLE SIX

 

MISCELLANEOUS

 

 

       Section 6.l.  Dividends Prohibited.  No part of the net income of the Corporation shall inure to the benefit of any private individual and no dividend shall be paid and no part of the income of the Corporation shall be distributed to its directors or officers.  The Corporation may pay compensation in a reasonable amount to its officers for services rendered and may reimburse its directors as provided in Section l1 of Article Two hereof.

 

       Section 6.2.  Loans to Officers and Directors Prohibited.  No loans shall be made by the Corporation to its officers and directors, and any directors voting for or assenting to the making of any such loan, and any officer participating in the making thereof, shall be jointly and severally liable to the Corporation for the amount of such loan until repayment thereof.

 

       Section 6.3.  Signature of Negotiable Instruments.  All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by such officer, officers, agent or agents, and in such manner, as are permitted by these Bylaws and as from time to time may be prescribed by resolution (whether general or special) of the Board of Directors.

 

       Section 6.4.  Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

 

       Section 6.5.  Gender.  Words of either gender used in these Bylaws shall be construed to include the other gender, unless the context requires otherwise.

 

ARTICLE SEVEN

 

AMENDMENTS

 

These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted at any annual or special meeting of the Board of Directors by the affirmative vote of a majority of the number of the directors fixed by these Bylaws, provided notice of the proposed alteration, amendment or repeal or adoption be contained in the notice of such meeting.

 

 

ARTICLE EIGHT

 

SEAL

 

The Board of Directors may adopt a corporate seal.  If so adopted, the seal shall be in the form of two concentric circles and shall have inscribed thereon the name of the corporation and the year of its incorporation.

 

ARTICLE NINE

 

INDEMNITY

 

The corporation shall indemnify its Directors and officers to the extent permitted by Article 2.22A of the Texas Non-Profit Corporation Act or any superseding statute under the circumstances in which indemnification is permitted by said Article 2.22A.

 

ARTICLE TEN

 

MEMBERS

 

The Corporation shall have no members.

 

 

 

 

 

 

 

 

 

 

 

 

 

CERTIFICATION OF BY-LAWS

 

 

       The undersigned, Secretary of Stoneplace Ministries, a Texas nonprofit corporation, hereby certifies that the foregoing Bylaws constitute the Bylaws of Stoneplace Ministries as duly adopted by the Board of Directors of such corporation on the _____ day of ________________,______.