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HomeMy WebLinkAboutPZ - By laws Expansion International ]nc r.INII: 26-3487856 1 Bylaws OF Expansion International Inc ARTICLE 1 NAME&PURPOSES SECTION 1.NAME The name of the organization shall be the EXPANSION INTERNATIONAL INC. SECTION 2.SPECIFIC OBJECTIVES AND PURPOSES The specific objectives and purposes of this corporation shall be to provide humanitarian services through spiritual, medical, educational, and financial programs resulting in salvation, healing, and economic independence by collaborating with volunteer individuals and organizations. Expansion International shall also provide leadership, support, and assistance for those actively serving in evangelistic and humanitarian endeavors, SECTION 3.IRS SECTION 501(C)(3) PURPOSES This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including,for such purposes,the malting of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, ARTICLE 2 OFFICES SECTION I.PRINCIPAL OFFICE The principal office of the corporation is located in Ada County,State of Idaho. The current address is: S80 E.FallingBranch Dr.,Meridian Idaho 83642 Dated October 21,2008 SECTION 2.CHANGE OF ADDRESS The designation of the county or state of the corporation's principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from time to time as required by the business conditions by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws. Expansion International Inc f IN#: 26-3487856 ARTICLE 3 2 BOARD OF DIRECTORS SECTION 1.NUMBER The affairs of the Corporation shall be managed by a Board of at least three (3), but not more than twelve(12) Director's.This group shall be collectively known as the Board of Directors (BOD). SECTION 2.QUALIFICATIONS Directors shall be of the age of majority in this state, Other qualifications for directors of this corporation shall be as follows: they shall maintain a strong love for Jesus Christ, they shall posses a desire to serve and support the mission and purpose of the organization.. SECTION 3,GENERAL POWERS All corporate powers shall be exercised by or under the authority of,and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors except as may be otherwise provided in the Act or the Articles, If any such provision is made in the Articles, the powers and duties conferred or,imposed upon the Board of Directors by the Act shall be exercised or performed to such extent by such person or persons as shall be provided in the Articles. SECTION 4.DUTIES It shall be the duty of the directors to: (a) Perform any and all duties imposed on them collectively or individually by law, by the Articles Incorporation,or by these Bylaws; (b) Except as otherwise provided in these bylaws,the Board is responsible for the overall policy and direction of the Organization, and delegates responsibility for day-to-day operations to the Organization's Executive Director and committees. (c) Employ and discharge, prescribe the duties, evaluate the performance and fix the compensation of the Executive Director. (d) Meet atsuch times and places as required by these Bylaws; (e) Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed them at such addresses shall be valid notices thereof. SECTION 5,TERM OF OFFICE Each director shall hold office for a period of'two years and until his or her successor is elected and qualified.A Director may hold successive terms of office. SECTION 6.REMOVAL AND RESIGNATION Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state. Directors may be removed from office,with or without cause,as permitted by and in accordance with the laws of this state. SECTION 7.COMPENSATION Directors shall serve without compensation except they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Expansion international Inc EIN#: 26-3487856 SECTION 8.BOARD MEETINGS 3 • SECTION 8.1.Place of Meetings Meetings shall be held at the principal office of the corporation unless otherwise provided by tile board or at such other place as may be designated from time to time by resolution of the Board of Directors. • SECTION 8.2.Regular Meetings Regular meetings of Directors shall be held oil at least a quarterly basis or on a more frequent schedule as approved by the Board of Directors on the day and time of discretion of the Board of Directors, • SECTION 8.3.Special Meetings Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, the Vice-President, the Secretary, by any two directors, or, if different, by the persons specifically autiloiized tinder the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting. • SECTION 8.4.Notice of Meetings Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors: (a), Regular Meetings No notice need be given any regular meeting of the board of directors. (b). Special Meetings. At least one two days prior notice shall be given by the Secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, or by facsimile machine,and shall state the place,date and time of the meeting and the matters proposed to be acted upon at the meeting. • SECTION 8.5.Quorum for Meetings A quorum shall consist of a majority of the current members of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no decisions made requiring a quorum shall be considered by the board. However, discussion can continue on business brought to the attention of tile current attendees. • SECTION 8.6.Majority Action as Board Action Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board. • SECTION 8.7.Conduct of Meetings Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the President of the corporation or, in his or her absence, by the Vice President of tile corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors Expansion International Inc C IN#: 16-3487856 present at the meeting, The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. SECTION 9.VACANCIES AND VOTING Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased, Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies or the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Director's or until his or,her,death, resignation or, removal from office. Voting for the election of directors shall be by oral or written ballot. Each director shall cast one vote per candidate,and may vote for as many candidates as the number of candidates to be elected to the board.The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board. SECTION 10.NONLIABILITY OF DIRECTORS The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. SECTION 11.INDEMNIFICATION BY CORPORATION OF DIRECTORS OFFICERS The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state. SECTION 12.INSURANCE FOR CORPORATE AGENTS Except as may be otherwise provided under provisions law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or, arising out of the agent's status as such,whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation,these Bylaws or provisions of law_ SECTION 13.DIRECTOR CONFLICTS OF INTEREST The Board of Directors shall adopt a conflict of interest policy. ARTICLE 4 OFFICERS SECTION 1.DESIGNATION OF OFFICERS The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer The corporation may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors. Any two (2) or more offices may be held by the same person,except the offices of President and Secretary. .� Expansion international Inc FIN#: 26-3487856 SECTION 2.QUALIFICATIONS 5 Any director that has completed at least one year of set-vice as an at large director may serve as officer of this corporation. SECTION 3.ELECTION AND TERM OF OFFICE Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or )let- successor shall be elected and qualified,whichever occurs first. SECTION 4.REMOVAL AND RESIGNATION Any officer' may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein,and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation. SECTION 5.VACANCIES Any vacancy caused by the death, resignation, removal, disqualification,or otherwise,of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President,such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy.. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine. SECTION 6.DUTIES OF PRESIDENT The President shall supervise and control the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation,or by these Bylaws,or which may be prescribed from time to time by the Board of Directors.. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors. SECTION 7.DUTIES OF VICE PRESIDENT In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President,and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation,or by these Bylaws,or as may be prescribed by the Board of Directors. SECTION 8.DUTIES OF SECRETARY The•Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings,sending out meeting announcements,distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her From time to time by the Board of Directors. Expansion International Inc E1N9: 26-3487856 SECTION 9.DUTIES OF TREASURER 6 The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or leer from time to time by the Board of Directors. ARTICLE S COMMITTEES SECTION 1.EXECUTIVE COMMITTEE The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of at least the three officers of the corporation (President,Vice President,Secretary, and Treasurer) and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided,by provisions of law.. By a majority vote of its members, the board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below three (.3) the number of the members of the Executive Committee,and fill vacancies on the Executive Committee from the members of the board. Tile Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require. SECTION 2.OTHER COMMITTEES The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board. SECTION 3.MEETINGS AND ACTION OF COMMITTEES Meetings and action of committees shall be governed by,noticed,held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors,with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members,except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee.The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws. ARTICLE 6 EXECUTION OF INSTRUMENTS, DEPOSITS, FUNDS,AND LOANS SECTION 1.EXECUTION OF INSTRUMENTS The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any Expansion international Inc EiN#: 26-3487856 instrument in the name of and on behalf of the corporation, and such authority may be general or 7 confined to specific instances Unless so authorized, no officer, agent, or employee shall have any power or,authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.. SECTION 2.CHECKS,DRAFTS,AND NOTES The Board of Directors shall by resolution establish a finance policy relating to the distribution of funds by check, draft, promissory note, order for payment of money, and other evidence of indebtedness of the Organization,including authorized signors. SECTION 3.DEPOSITS All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks,trust companies,or other depositories as the Board of Directors may select. SECTION 4.GiFTS The Board of Directors shall adopt a gift policy SECTION S.LOANS No loan shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution on the Board of Directors. Such authority may be general or confined to specific instances. SECTION 6.FISCAL YEAR The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year,except that the first fiscal year shall begin on the date of incorporation. ARTICLE 7 CORPORATE RECORDS, REPORTS,AND SEAL SECTION 1.MAINTENANCE OF CORPORATE RECORDS The corporation shall keep at its principal office: (a) Minutes of all meetings of directors and committees of the board indicating the time and place of holding such meetings, whether regular or'special, how called, the notice given, and the names of those present and the proceedings thereof; (b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements,gains and losses; (c) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Directors. SECTION 2.CORPORATE SEAL The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument. SECTION 3.DIRECTORS'INSPECTION RIGHTS Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books,records and properties of this corporation as may Expansion International Inc EIN4: 26-3487856 be required under the Articles of Incorporation,other provisions of these Bylaws,and provisions of 8 law. ARTICLE 8 IRC 501(C)(3)TAX EXEMPTION PROVISIONS SECTION 1.LIMITATIONS ON ACTIVITIES No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h)of the Internal Revenue Code], and this corporation shall not participate 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. Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 50I(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. SECTION 2.PROHIBITION AGAINST PRIVATE INUREMENT No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to,its directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.. SECTION 3. DISTRIBUTION OF ASSETS Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state. SECTION 4.PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 494-4 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4.945(d)of the Internal Revenue Code, ARTICLE 9 AMENDMENT OF BYLAWS SECTION 1. AMENDMENT These Bylaws may be altered, amended or repealed and new Bylaws maybe adopted by the Board of Directors of the Corporation at any regular or special meeting. Expansion International Inc E.IN#: ?6-3487856 ARTICLE 10 9 CONSTRUCTION AND TERMS If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation,the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be lield unenforceable or invalid for any reason,the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other, founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or,to corresponding provisions of any future federal tax code. Expansion International Inc C IN#: 26-3487856 ADOPTION OF BYLAWS 10 We,the undersigned,are all of the directors or,incorporators of this corporation,and we consent to, and hereby do,adopt the foregoing Bylaws,consisting of nine preceding pages,as the Bylaws of this corporation. Signed Dated Evanson Baiya ati J-1 - 11/3`/` e- Arlene Hardy Marietta Thompson