Antioch International Ministries, Inc.
P.O. Box 169
246 Cowden Road
New Wilmington, PA 16142
Fax: (412) 946-2073
James Erb, President
Table of Contents 2-3
Article I Purposes
Article II Associated
2:01 Associated Ministries 4
2:01a Requirements 4-5
2:01b Privileges 5
2:02 Withdrawal 5
2:03 Termination 5
2:04 Application 5
Article III Associated
3:01 Benefits 6
3:02 Qualifications 6
3:03 Termination 6
3:04 Withdrawal 7
3:05 Discipline 7
3:05a Grounds of Discipline 7
3:05b Forms of Discipline 7
3:05c Consent of Members 7
3:05d Process of Discipline 7
3:06 Application 7
Article IV Planted
4:01 (format of planting) 8
4:02 (purpose of planting 8
4:03 (maintenance of status) 8
4:04 (initial planted church government) 8
4:05 (attaining independent status) 8
4:06 (relationship to AIM in independence) 8
Article V Ordination and
License of Ministers 8-9
5:01 Qualifications for License 8
5:02 License Evaluations 9
5:03 Recommending for Ordination 9
5:04 Ordination Evaluations 9
5:05 Revocations 9
Article VI Apostolic
6:01 Selection, Number and Term 10
6:02 Qualifications 10
6:03 Duties and Responsibilities 10
6:04 Meetings, Chairman and Quorum 10
6:04a Meetings 10
6:04b Chairman 11
6:04c Quorum 11
6:04d Notice of Meeting 11
6:04e Telephonic Attendance at Meetings 11
6:05 Manner of Acting 11
6:06 Compensation 11
6:07 Vacancies 12
6:08 Removal 12
6:09 Conflict of Interest 12
6:10 Annual Report 12
6:11 Delegation 12
6:12 Informal Action by Apostolic Council 13
6:12a Written Consent 13
6:12b Telephone Poll 13
6:13 Waiver of Notice 13
Article VII Officers
7:01 General Provisions 13
7:01a Officers 13
7:01b Selection and Terms of Office 13
7:01c Removal 14
7:01d Vacancies 14
7:01e Compensation 14
7:02 President 14-16
7:03 Vice President 16
7:04 Secretary 16
7:05 Treasurer 16
8:01 Composition 17
8:02 Duties and Responsibilities 17
8:03 Meetings 17
Article IX Regional
9:01 (oversight and pastoral Care) 17
9:02 (meeting schedule) 17
9:03 (meeting format) 17
Presidents Advisory Group
11:01 Networking 17
11:02 Apostolic Teams 17
Article XII Certificate
of Membership 18
Article XIII Checks,
Notes and etc. 18
13:01 Contracts 18
13:02 Checks, Drafts and Orders 18
13:03 Deposits 18
13:04 Gifts 18
Article XV Dedication of
Property and Earnings to Nonprofit Activities 19
15:01 Pledges of Properties 19
15:02 Vesting on Dissolution 19
15:03 Prohibition in Sharing of Corporate Earnings 19
15:04 Investments 19
15:05 Exempt Activities 19
Article XVI Limitation
of Liability; Indemnity
16:01 Limitation of Liability 19
16:02 Indemnity 20
16:03 Rights Cumulative 20
16:04 Insurance 20
Article XVII General
17:01 Gender 20
17:02 Principal Office 20
17:03 Fiscal Year 21
17:04 Books and Records 21
Section 1 Articles of Incorporation 21
Section 2 By-Laws 21
1.02 The Corporation specifically, shall direct its efforts toward the benefit of associated churches and ministries and will endeavor among other benefits to provide accountability of ministry, ministerial relationship, church planting, evangelism, training, bulk purchasing benefits, group insurance benefits, organizational counsel and advice, itinerant speaker booking and the like to associated churches and ministers. Antioch International Ministries is a voluntary association of churches and ministers with common beliefs and all authority is based upon willing biblical submission and relationship. The Corporation shall also provide a vehicle for unified support of missionaries abroad and at home, thereby heightening the impact and effectiveness of such supported ministries and the resultant blessings upon the giving churches and organizations. In regard to affiliated churches, the Corporation shall operate as a central organization for purposes of Internal Revenue Procedure 80-27.
2.01 Associated Ministries
1. The senior minister of the ministry must maintain membership in and submission to a local church as evidenced by a letter of reference by the pastor of the local church.
2. The senior minister of the ministry must be ordained by the Antioch International Ministries, or hold a valid ordination approved by Antioch International Ministries.
3. The senior minister must be at least 18 years of age.
4. The ministry must be in the form of a non-profit corporation.
5. It shall have an Apostolic Council which meets at least annually.
6. The ministry must operate under a Constitution or Articles of Incorporation and By-Laws approved by Antioch International Ministries. The By-Laws will be expected to have a provision that provides for apostolic oversight and accountability. Such a provision will be subject to Antioch International Ministries approval. The provision will not be required to give Antioch International Ministries control over the ministry or its affairs but will be expected to provide for oversight and accountability. Copies of sample provisions approved by Antioch International Ministries in this regard are available upon request.
7. The organization must operate exclusively for charitable, religious and educational purposes and maintain tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
8. The organization must keep minutes of all business meetings and make them available upon request to designated representatives of Antioch International Ministries.
9. The organization must obtain a depository bank account with designated signatures on the account.
10. The organization must keep records of finances received and disbursed and make them available upon request to designated representatives of the Antioch International Ministries.
11. The organization must provide such reports as may from time to time be required to the Antioch International Ministries providing information necessary for non-profit status verification.
12. The organization must accept fully and completely the tenets of faith of Antioch International Ministries.
13. Associated ministries other than churches must contribute financial support to Antioch International Ministries as determined from time to time.
b. Privileges: Ministries which associate with Antioch International Ministries shall have the
following privileges and duties:
1. The organization may state that they are associated with the Antioch International Ministries.
2. The organization shall be able to use Antioch International Ministries assistance in booking ministry.
3. May participate in group insurance and bulk purchasing programs.
4. Use the "Antioch" name.
5. Eligible, upon application, for coverage by the group tax exempt status of Antioch International Ministries.
6. The head of the associated ministry shall be eligible to serve on the Leader's Council.
7. Members shall be eligible for special rates at conferences, seminars, etc.
2.02 Withdrawal. Associated ministries have the right to withdraw from the association at any time upon provision of written notice of their intention to do so to the President of the association. A withdrawing ministry agrees to cease to use any trademarks or service marks, and /or statements of affiliation, upon withdrawal from the association. Withdrawal shall also serve to terminate the withdrawing ministry's right to participate in any other privilege accorded to members of the association.
2.03 Termination. Antioch International Ministries has the right to terminate the association of any ministry which does not abide by Antioch International Ministries Articles of Incorporation, By-Laws or Tenets of Faith. The determination to terminate the association shall be made in the sole discretion of the Apostolic Council of Antioch International Ministries whose decision shall be final and subject to no other authority. Upon termination of association by Antioch International Ministries, the formerly associated ministry shall cease to use the trademarks and service marks of Antioch International Ministries and will cease to state any association with Antioch International Ministries. Termination shall also serve to end the terminated ministry's right to participate in any other privilege accorded to associated members of the association.
2.04. Application. A ministry may become an associated ministry of Antioch International Ministries by applying for such position or by being a ministry initially planted by Antioch International Ministries.
3.01. Benefits. Associated churches shall have the following benefits:
a. The right to use Antioch International Ministries trademarks and service marks.
b. The right to use the name "Antioch Church" as all or part of the local church's name.
c. May be included under Antioch International Ministries group federal tax exemption upon application for such inclusion and compliance with Federal Internal Revenue Service tax exempt requirements.
d. Shall be able to use Antioch International Ministries assistance in booking and paying itinerant ministers under policies and guidelines to be established by Antioch International Ministries.
e. May participate in group insurance and bulk purchasing programs.
f. Receive assistance from Antioch International Ministries in acquiring real and personal property for church or ministry use under guidelines to be established by Antioch International Ministries.
g. Be represented by the pastor on the Leader's Council of Antioch International Ministries.
h. Members shall be eligible for special rates at conferences, seminars, etc.
3.02 Qualifications. Associated churches must meet the following qualifications:
a. They must operate under organizational documents, including By-Laws, approved by Antioch International Ministries.
b. They must have a pastor who is ordained by Antioch International Ministries or hold a valid ordination approved by Antioch International Ministries
c. They must pay a minimum monthly fee of 3 (three) percent of the general tithes and offerings excluding specially designated offerings and gifts in kind given to the church in the prior month. The fee should be paid on the first day of each month. Any exceptions must be approved by Antioch International Ministries. Must meet other assessments that may from time to time be established in the financial and budgetary guidelines of the Antioch International Ministries.
d. They must operate exclusively for charitable religious and educational purposes and maintain tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
e. They must operate as a church within the meaning of Section 170(b)(i)(A)(i) of the Internal Revenue Code.
f. Must keep minutes of all business meetings and make them available upon request to designated representatives of Antioch International Ministries.
g. Must obtain a depository bank account with designated signatures on the account
h. Must keep records of finances received and disbursed and make them available on request to designated representatives of Antioch International Ministries.
i. Must end the fiscal year in December.
j. Must provide an annual report to Antioch International Ministries providing information necessary for non-profit status verification and proper oversight by Antioch International Ministries.
k. Accept fully and completely the Tenets of Faith, Articles of Incorporation and By-Laws of Antioch International Ministries.
l. Meet all financial and budgeting guidelines established by Antioch International Ministries
m. Maintain all properties which are acquired or maintained with financial assistance of Antioch International Ministries to standards acceptable to Antioch International Ministries.
n. Attend all called and designated meetings of Antioch International Ministries.
3.04. Withdrawal. Associated churches have the right to withdraw from the association at any time upon provision of written notice of their intention to do so to the President of the association. A withdrawing church agrees to cease to use any trademarks or service marks, and/or statements of association, upon withdrawal from the association. Withdrawal shall also serve to terminate the withdrawing church's right to participate in any other privilege accorded to members of the association.
3.05 Discipline. Antioch International Ministries has the right to discipline the leadership, including removal if necessary, of any associated church which does not abide by Antioch International Ministries Articles of Incorporation, By-Laws, established guidelines and policies or Tenets of Faith. The leadership of the associated churches by associating with Antioch International Ministries specifically agree to be subject to such oversight and discipline of the Antioch International Ministries.
a. Grounds of discipline. Grounds for discipline will be determined by the President and Apostolic Council of the Antioch International Ministries. In general, it shall be grounds for discipline if the minister is involved in conduct that is contrary to the Scriptures. More particularly, four types of unscriptural conduct shall be disciplined: 1. unscriptural conduct that obscures the truth of God by false teaching or doctrine in an area of cardinal truth;
2. unscriptural conduct that mars the holy character of God and His church by unholy, immoral living, action or lifestyle;
3. unscriptural conduct that hinders the work of God by bringing confusion or division to the body; and
4. departure from leadership qualifications as set forth in Scripture.
b. Form of Discipline. The form of discipline may include, but is not limited to, barring a person's participation in any ministry or other activity of the church; barring a person from participation in the Lord's Supper; barring a person from attendance at any church service or other congregational or association activities; removal of a person from leadership in the local congregation or association; revocation of license or ordination; or any other discipline which may, in the sole discretion of the President and Apostolic Council, be appropriate to the circumstances.
c. Consent of Members. Each affiliated church and individual member thereof consents to the exclusive jurisdiction of Antioch International Ministries in resolving any matter involving discipline of local church leadership, and such consent shall include but not be limited to a consent to the announcement of such discipline, including the reasons therefor, to the leadership of Antioch International Ministries and, if deemed necessary by the President, to the membership of Antioch International Ministries or any portion thereof.
d. Process of Discipline. The President and the Apostolic Council shall offer any person subject to discipline hereunder an opportunity to be heard in mitigation, repentance, explanation or defense prior to taking disciplinary action. Failure of the person subject to the discipline to take advantage of the opportunity given hereunder shall not delay or prevent the President and the Apostolic Council from acting.
3.06. Application. A church may become an associated church of Antioch International Ministries by applying for such position or by being a church initially planted by Antioch International Ministries.
4.02. It is a primary purpose of this Association to be in harmonious relationship with and provide assistance to local churches who share the vision to pioneer and plant churches nationally and throughout the world. Every effort will be made to accomplish this purpose including the training and encouraging of men who have responded to the call of God to go into all the world and preach the Gospel. We believe that extreme caution and care must be exercised in the selection of those who would respond to this call of God, to insure the genuineness of their calling and the necessary training that must accompany the call of God on their life. Therefore, without the express approval and sanction of the Apostolic Council of this Antioch International Ministries, no person or persons shall begin a new church that is to be considered a part of this Association, or use the name of this Association, or be considered to be in relationship with this Association. We encourage local churches and ministries whether associated with Antioch International Ministries or not to send out workers to pioneer and plant new churches, yet each planted church that will come under the corporate covering of Antioch International Ministries must be approved in advance by the President and Apostolic Council of Antioch International Ministries.
4.03. Planted churches shall retain that status until the President and Apostolic Council determine that it has reached a level of spiritual, administrative and financial maturity sufficient to stand as a separate congregation.
4.04. Planted churches, as a division of Antioch International Ministries, shall be governed by By-Laws promulgated by the President and Apostolic Council of Antioch International Ministries and shall be subject to such other and further guidelines and policies as may from time to time be adopted by the President and Apostolic Council of Antioch International Ministries.
4.05. When it is determined that the planted church has reached a sufficient level of spiritual, administrative and financial maturity the local leadership of the planted church shall obtain corporate status for the church and shall secure all necessary leases, insurance, conditional use permits, and other documents, permits, licenses, approvals or other instruments that may be necessary to establish the congregation as a separate legal entity, provided however that the church shall continue to be covered under Antioch International Ministries group exemption letter for federal income tax exemption purposes. The local leadership shall take all necessary steps to assume all obligations and responsibilities in all areas and to relieve Antioch International Ministries of those obligations.
4.06. A planted church that has achieved independent congregation status per section 4.05 shall become an associated church of Antioch International Ministries and will have all the rights, privileges and responsibilities of an associated church.
a. At least 18 (eighteen) years of age.
b. Called of God into the ministry as an apostle, prophet, pastor, evangelist, teacher or minister of helps.
c. Actively involved in the ministry and showing proof of the call of God.
d. Agrees with the Tenets of Faith of Antioch International Ministries.
e. Is submitted to a pastor and a local body of believers.
f. The decision to license or not license any minister remains that of the Antioch International Ministries. Fulfillment of the foregoing qualifications does not necessarily insure licensure but the Antioch International Ministries reserves the right to be led by the Holy Spirit in licensing or not licensing qualified candidates.
5.02. Licenses shall be re-evaluated every two years by the pastor of the recommending associated church, the head of an associated ministry, and/or a designated representative of Antioch International Ministries. Licenses shall be automatically terminated if not specifically renewed. The license issued shall bear the expiration date on its face.
5.03. Associated churches and ministries may recommend ordination of ministers if they meet the following qualifications:
b. During license or equivalent period minister has shown evidence of ministry and maturity.
d. Adhere to and agree completely with the Tenets of Faith of Antioch International Ministries and the associated church or ministry.
e. The decision to ordain or not ordain any minister remains that of the Antioch International Ministries. Fulfillment of the foregoing qualifications does not necessarily insure ordination but the Antioch International Ministries reserves the right to be led by the Holy Spirit in ordaining or not ordaining qualified candidates.
5.04. Ordinations shall be re-evaluated every two years by the pastor of the recommending associated church or the leader of an associated ministry, and/or a designated representative of Antioch International Ministries. Ordinations shall be automatically renewed if not terminated as a result of the review. Ministers whose ordinations are terminated as a result of this review process may appeal the termination to the President and Apostolic Council of Antioch International Ministries. The determination of the President and Apostolic Council shall be final and not subject to review. The President and Apostolic Council may establish a procedure for such appeals in policies and guidelines as may from time to time be promulgated.
5.05. The license and/or ordination of any minister licensed or ordained by Antioch International Ministries may be revoked at any time at the discretion of the Apostolic Council on grounds that would justify discipline of leadership under section 3.04 above. Such revocation shall be done in the same manner as discipline provided for in that section. The revocation of the license or ordination of any minister previously licensed or ordained by Antioch International Ministries may be communicated to the associated churches and organizations, and the public at large if the minister whose license or ordination has been revoked allows or promotes the idea that he continues to be licensed or ordained by Antioch International Ministries after the revocation.
5.06 All licensed and ordained ministers are requested to give at least 10% of their personal income monthly into Antioch International Ministries to help cover the financing of Apostolic oversight
6.02. Qualifications. Members of the Apostolic Council must:
a. be recognized five-fold ministers;
b. agree with the By-Laws, the Statement of Faith and the Mission Statement of this Corporation;
c. meet the Biblical qualifications for Eldership;
d. and support the association by free will offerings.
6.03. Duties and Responsibilities. The Apostolic Council shall be for the purpose of advising, supporting and assisting the President in the oversight of the spiritual and temporal ministry of Antioch International Ministries. They shall have only those duties, rights and responsibilities assigned to them by these By-Laws and the Articles of Incorporation of this corporation. They shall:
a. Pray for the Association, its officers and Apostolic Council Members, and the member churches.
b. Assist the President in the oversight of the association and member churches and ministries.
c. Offer counsel and advice about the association to the President.
d. Advise the President in determining God's intermediate and long range goals for the Association.
e. Review and approve the annual budget, which shall constitute approval of all budgeted items, including all compensation except that of the President. Approval of the budget by the Apostolic Council shall precede the first calendar day of the budget year.
f. Approve any single expenditure that exceeds five percent (5%) of the prior calendar year total Association revenue.
g. Perform disciplinary functions as specified hereunder.
h. Strive to maintain at all times the vision of the Association under the leadership of the President, working to maintain an attitude of hearty cooperation and unity of fellowship.
i. Perform those other tasks and duties as may be assigned by these By-Laws, the Articles of Incorporation or, from time to time, by the President.
6.04. Meetings, Chairman, and Quorum.
a. Meetings. The Apostolic Council shall meet annually at such place and at such time as the President may determine for the purpose of advising the President on the appointment of new Apostolic Council Members, or the reappointment of present Apostolic Council Members as may be necessary and for the transaction of such other business as shall properly come before the meeting. Regular meetings at more frequent intervals may be established by the President and the Apostolic Council and may be held at such times and places as they may determine. Special meetings of the Apostolic Council may be called at the direction of the President or upon the request of a majority of members of the Apostolic Council made to the President for such a meeting. In the event that the President is unavailable and there is an emergency, the remaining Apostolic Council Members may call a special meeting of the Apostolic Council. Unavailability, for purposes of this paragraph, shall be more than the mere absence of the President from the location of the principle office of the church. It shall mean the inability to contact the President, or the probable inability to contact the President, for a forty-eight hour period to request that he convene a special meeting. An emergency is, for purposes of this paragraph, a situation that would require Apostolic Council action within a period of less than forty-eight hours. Any decision made by the Apostolic Council at such an emergency meeting should be in agreement with the President's vision for the welfare and betterment or favorable outcome of the flock, individual or situation in issue.
b. Chairman. At all meetings of the Apostolic Council, the President or, in his absence, a chairman designated by the President, shall preside.
c. Quorum. At all meetings of the Apostolic Council; regular, special or annual, where the President is present, a majority or the President plus two of the Apostolic Council Members then appointed and serving (except as otherwise provided in these By-Laws) shall constitute a quorum. At all meetings of the Apostolic Council; regular, special or annual, where the President is not present, all remaining Apostolic Council Members eligible to attend the meeting shall constitute a quorum.
d. Notice of Meeting. Unless otherwise provided by law or prescribed herein, notice of all meetings of the Apostolic Council, other than regularly scheduled meetings as set by these By-Laws, the Articles of Incorporation or by resolution of the Apostolic Council, shall be given to each Apostolic Council Member orally not less than one hour before the meeting.
e. Telephonic attendance at meetings.
a. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, or any member may attend any such meeting by such equipment, so long as the following criteria are met: i. A legitimate attempt is made to contact give notice to all members of the meeting;
ii. The quorum requirements are met;
iii. All members participating can hear one another;
iv. Any matter must be tabled until a non-telephonic regular or special meeting if two or more of the participating members so request; and
v. A written summary of the telephonic meeting shall be mailed or personally delivered to each member (whether that member participated or not) within seven business days of the date of the meeting.
b. All participating members shall be deemed to be present in person at the meeting. Any action taken by such conference telephonic meetings shall have the same force and effect as any other action of the Apostolic Council, and a record of such meeting shall be made a part of the minutes of the Apostolic Council.
6.06. Compensation. Apostolic Council Members shall not receive any stated salaries for their services as such; but by resolution of the Apostolic Council a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular or special meeting of the Apostolic Council; and nothing herein contained shall be construed to preclude any Apostolic Council Member from serving the corporation in any other capacity and receiving compensation therefor.
6.08. Removal. An Apostolic Council Member may be removed for any reason from office by the President with the approval of a majority of the remaining Apostolic Council Members and President's Advisory Group in attendance in a meeting where a quorum has been declared for any reason upon the determination that the best interest of Antioch International Ministries requires such removal.
6.09. Conflict of Interest. An Apostolic Council Member of this Corporation shall not be disqualified by his office from dealing or contracting with this Corporation, either as a service provider or product provider, or otherwise nor shall any transaction or contract of this Corporation be void or voidable by reason of the fact that any Apostolic Council Member or any firm of which any Apostolic Council Member is a member or any Corporation of which any Apostolic Council Member is a shareholder, officer or Apostolic Council Member is in any way interested in such transaction or contract and any such interested Apostolic Council Member shall be counted in determining whether a quorum exists at Apostolic Council Members' meetings and may vote with the same effect as disinterested Apostolic Council Members provided, however, that any such interested Apostolic Council Members shall disclose the nature of his interests to at least one other Apostolic Council Member, who may or may not be similarly interested, and provided further that no such transaction or contract shall be void or voidable should any of the other conditions set forth in law be met.
6.10. Annual Report. The Apostolic Council of the Corporation shall annually prepare a full and true statement of the affairs of the Corporation, which shall be submitted to the annual meeting of members.
6.11. Delegation. The Apostolic Council, with the consent of the President, may appoint a task force or task forces made up of elders and/or leadership team members who are not Apostolic Council Members to perform any function or duty assigned to the Apostolic Council by these By-Laws. Such delegation shall be in writing and shall specify the function or duty to be performed by the task force. The written delegation shall be made a part of the minutes of the corporation. In the event of such a delegation the task force shall act in the full authority and capacity of the Apostolic Council in the limited area of the delegation. The Secretary of the corporation shall be responsible to see that minutes of meetings of all such task forces shall be kept, approved by the full Apostolic Council, and incorporated into the corporate minute book. The President, with a consensus of the Apostolic Council, may issue such guidelines, policy statements, or the like that he deems necessary under the circumstances for the empowerment, direction, structuring, or functioning of such task forces. However, no such task force shall have the authority of the Apostolic Council in reference to amending, altering, or repealing the By-Laws; electing, appointing, or removing any Apostolic Council member or officer of the corporation; amending the Articles of Incorporation; adopting a plan or merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repealing any resolution of the Apostolic Council which by its terms provides that it shall not be amended, altered, or repealed by such task force. The designation and appointment of any such task force and the delegation thereto of authority shall not operate to relieve the Apostolic Council or any individual Apostolic Council member of any responsibility imposed
6.12. Informal Action by Apostolic Council.
a. Written Consent. Any action required to be taken by the Apostolic Council may be taken without a meeting, if all members of the Apostolic Council shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Apostolic Council. Such written consent or consents shall be made a part of the minutes of the corporation.
b. Telephone Poll. The President shall also be authorized to poll the members of the Apostolic Council by means of individual telephone calls or by use of other communication equipment so long as the following criteria are met:
i. A legitimate attempt is made to contact each member of the Apostolic Council and a number constituting a quorum is actually contacted within one twenty four hour period;
ii. Each question voted upon is posed using essentially identical language;
iii. Any matter must be tabled until a non-telephonic regular or special meeting if two or more participating members so request;
iv. Written notification specifying the question or questions posed and each individual member's response shall be mailed or personally delivered to each member (whether that member participated or not) within seven business days of the day of the poll; and
v. A record of such poll, including its results and the written notification sent to members, shall be made a part of the minutes of the corporation.
7.01. General Provisions.
a. Officers. The officers of the corporation shall be the President, any number of Vice Presidents (the number thereof to be determined by the President with a consensus of the Apostolic Council), the Secretary, the Treasurer, and such other officers with such powers and duties not inconsistent with these By-Laws as may be appointed and determined by the President with a consensus of the Apostolic Council, including, if deemed desirable by the President, one or more Assistant Secretaries, one or more Assistant Treasurers. Any two or more offices may be held by the same person except the offices of President/President and Secretary. Officers, other than the President, are not required to be members of the Apostolic Council.
b. Selection and Term of Office. The officers of the corporation, with the exception of the President, shall be selected annually by the President with a consensus of the Apostolic Council at the regular annual meeting of the Apostolic Council or as soon thereafter as may be convenient. The office of President shall be held for an unlimited term subject to the following provisions of these By-Laws. Each officer, unless sooner removed by the President with a consensus of the Apostolic Council, shall hold office until the next annual meeting of the Apostolic Council Members or until his successor shall have been duly selected and qualified.
c. Removal. Any officer or employee may be removed by the President with a consensus of the Apostolic Council whenever, in his judgment, the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer or employee so removed.
d. Vacancies. A vacancy in any office, other than the office of President, because of death, resignation, disqualification or otherwise, may be filled by the President with a consensus of the Apostolic Council for the unexpired portion of the term.
e. Compensation. Officers and employees may receive salaries as set by the President in an amount designated in their employment contracts or the minutes of the Apostolic Council. Compensation is to be determined by the President with a consensus of the Apostolic Council, with the exception of the President whose salary, other compensation, and benefits shall be determined by the Apostolic Council. Any change in the President's salary made by the Apostolic Council must be approved by the apostolic team prior to becoming effective. In the event that an officer or employee is a relative of the President, the Apostolic Council shall approve any salary or other compensation paid to such officer or employee. The President shall not participate in the determination of his own salary by the full Apostolic Council except to the extent that he may make his needs known to the Apostolic Council. Any officer may decline to accept any raise. The Apostolic Council, at its discretion, may appoint a task force to bring recommendations for compensation to the Apostolic Council. Compensation may include a salary, and other benefits such as: parsonage allowance, professional, travel and medical reimbursement plans, insurance and retirement plans, and any other benefits that are normal and available by law.
a. Calling. The President shall be called in accordance with the following procedures for an unlimited period, unless otherwise specified by the President at the time of calling. The present President's term shall be unlimited. The President shall be a licensed or ordained minister of the Gospel.
b. Resignation or Death. In the event the President should voluntarily choose to leave, he shall designate his successor. He may also designate the name of the person who is to succeed him in the event of his untimely death. Such designation shall be made by the President after seeking the advice of the Apostolic Council. To protect the church from an unacceptable appointment, any member of the Apostolic Council may ask for a vote on any successor that the President may appoint. A three-fourths (3/4) vote of all the Leaders Council then serving is required to disqualify any successor designated by the departing President. In the event that the President dies, or voluntarily leaves, and for any reason does not designate his successor, then the procedure set forth in 7.02 d, shall be followed in choosing a new President.
c. Discipline. In the event the President shall have serious charges preferred against him by two (2) witnesses of heresy, immorality, unethical financial activities, or serious failure to faithfully fulfill the duties of the pastoral office, the matter shall be brought to the President by the individuals having knowledge of such activity. The individuals preferring the charge shall first make the charge in private to the President. If the President refuses to hear those individuals, then the matter is to be brought before all of the Apostolic Council Members of the Association. If one-third (1/3) of the Apostolic Council Members agree that the charges have merit, then they shall bring it to the attention of the apostolic ministry with which the President has established relationship. The apostle with whom the President has established relationship shall then meet with the President. The apostolic ministry may send an apostolic team of its choosing to the church for this purpose. The apostolic team may meet with any member or group in the church in the process of considering the charges against the President. The apostolic team, with the advice of the Apostolic Council shall judge the charges and develop a plan for meeting the situation. The solution created by the apostolic team may include any discipline they deem to be necessary under the facts of the situation. The Apostolic Team may, by unanimous agreement, require a sabbatical, remove the President permanently from his office, or fashion and oversee any necessary program of discipline aimed at restoring the President to his ministry and office. They may also deal with any other member of the congregation as may be necessary under the circumstances. The President carries no vote nor veto power in these proceedings.
d. President Recruitment and Confirmation. In the event the President shall be forced to resign or be removed, the Apostolic Team shall recruit and select a potential new President. This process shall be spiritually directed and accomplished as expeditiously as possible. The apostolic team shall nominate a new President after prayer and seeking the will of the Lord. Any Apostolic Council Member of the corporation may request a vote to reject the nomination of the apostolic team. A vote of a two-thirds (2/3) majority of the Apostolic Council Members then serving, with the advice of the full Leaders Council is required to reject the nominee. In the event of such rejection, the apostolic team shall nominate another person for the position. The process shall so continue until such time as a nominee of the apostolic team is accepted by a majority of the Apostolic Council Members of the church.
e. Interim Provisions. In the event that the church is temporarily without a President/President during the pendency of any proceedings under this Section, the Apostolic Council, with the advice of the Apostolic Team, shall appoint a President pro tempore to handle the day to day business affairs of the corporation.
f. Resignation of the Apostolic Council. In the event of the President's resignation not under threat of removal, and the appointment of a new President pursuant to 4.02 b, all members of the Apostolic Council will immediately resign their position to allow the new President to appoint his own Apostolic Council Members. The new President may ask the current Apostolic Council to serve on a temporary basis until he is able to appoint his new Apostolic Council. In the event the transition is sudden due to either death with no successor named or removal under section 7.02 c, the Apostolic Council then serving will continue to serve for six months after the setting in of a new President and shall then resign so that the new President may appoint his own Apostolic Council Members. The purpose for this six month period is to provide stability for the congregation while facilitating and assisting the new President in his assumption of oversight of the flock. This purpose should be borne in mind at all times during the transition by the Apostolic Council as they seek to submissively serve the new President so as to preserve God's church under the direction of leadership called by Him.
1. The Association finds its headship, under the Lord Jesus Christ, in its President. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation subject, however, to such delegation of authority to any other person as may be directed by the President, or as may be specified in the By-Laws or by resolution of the Apostolic Council. He shall preside at all meetings of the Apostolic Council. He may sign, with the attest of the Secretary or any other proper officer, any deeds, mortgages, bonds, contracts, or other instruments which the Apostolic Council has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Apostolic Council or by these By-Laws or by statute to some other officer or agent of the corporation and in general he shall perform all duties incident to the office of President-President. He shall be an ex officio member of all standing committees, and shall have the general powers and duties of supervision and management usually vested in the office of a CEO or the president of a corporation. The President shall be designated attorney-in-fact for the church by virtue of his office. He shall have the authority to appoint and approve any assistants that would be necessary to properly carry on the work of the Lord.
2. The President, after consultation with the Apostolic Council, shall recognize a relationship with one or more apostolic ministries outside Antioch International Ministries whom the Lord directs him to relate. The President shall publicly inform the Apostolic Council and the body of the identity of the Apostolic ministry with whom he and the Association has established relationship.
3. The President shall have oversight of the staff of the Association who, with him and under his direction, shall carry out the day to day operations of the Association. The President may hire or fire any staff member or employee with the advice of the Apostolic Council.
7.04. Secretary. The Secretary shall do or cause to have done each of the following:
a. Record the minutes of the meetings of the Apostolic Council, and the Leaders Council when that group meets as a body to specifically execute responsibilities required of them under these By-Laws, in one or more books provided for that purpose;
b. See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law;
c. Be custodian of the corporate records;
d. Keep up-to-date and accurate membership records reflecting the membership in the association and the level of membership of each member;
e. Keep an accurate and regularly updated list of all officers of the corporation;
f. Keep an accurate and regularly updated list of all members of the Leaders Council;
g. Keep an accurate and regularly updated list of all members of the Apostolic Council of the corporation;
h. File all necessary and required reports with relevant government agencies; and
i. Perform all other duties incident to the office of Secretary and such other duties as may from time to time be assigned by the President and the Apostolic Council.
7.05. Treasurer. The Treasurer shall do the following:
a. Have charge and custody of and be responsible for the receipt, care, investment, disbursement, and disposition of all funds, property, and securities of the corporation subject to such regulations as may be imposed by the Apostolic Council;
b. Accept all gifts of money or other personal property on behalf of the corporation, executing such receipts or other documents as may be necessary;
c. Enter or cause to be entered regularly on the books of the corporation and to be kept by him, or under his supervision, full and accurate account of all monies and obligations received and paid or incurred for or on account of the corporation. The Treasurer shall exhibit such books at all reasonable times to any member of the Apostolic Council on request at the offices of the corporation;
d. Deposit or cause to be deposited all monies in the name of the corporation in such banks, trust companies, or other depositories as may be authorized by the Apostolic Council;
e. See that the books of the corporation are reviewed each year and audited every three to five years, as soon after the 31st day of December as practicable.
f. Perform all the other duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Apostolic Council;
g. The Treasurer may be required to give bond for the faithful performance of his or her duties, in such sum and with such securities as the Apostolic Council may require.
8.02. Duties and Responsibilities. The Leader's Council shall have the following duties and responsibilities:
a. They shall give input into vision for ministry for the association;
b. They shall give input into mission program of ministry;
c. They shall approve the missions budget of Antioch International Ministries on an annual basis in accordance with guidelines established; and
d. They shall have such other and further duties as may be assigned to them in these By-Laws or the Articles of Incorporation or as may from time to time be designated to them by the President and Apostolic Council.
9.01. Oversight and pastoral care of associated local church pastors and wives and associated ministry heads and wives shall be facilitated by Regional Presbyteries, headed by a senior presbyter acting on behalf of and appointed by the President of Antioch International Ministries and the Apostolic Council.
9.02. It shall be the responsibility of such senior presbyter to convene the local presbytery composed of all pastors and wives of associated churches and heads and wives of associated ministries assigned to his/her area on a periodic basis (at least bi-monthly). He/she shall provide personal pastoral oversight and care to the leadership assigned to his care on behalf of the President and Apostolic Council of Antioch International Ministries. Major problems requiring additional attention may be referred to the President of Antioch International Ministries for assistance.
9.03. Regional Presbytery meetings shall provide time for fellowship, prayer, worship, personal challenge and instruction, personal ministry and planning for presbytery-wide events.
The President may appoint an advisory Board whose duties shall be defined by the President and Apostolic Council. The advisory board shall have no fewer than two (2) nor more than five (5) members. The members of the Advisory Board serve at the will and pleasure of the President and may be removed by him at any time for any or no reason.
11.02.Apostolic Teams. In cooperation, the apostolic ministry and the President will select a list of up to five men associated with the association or the apostolic ministry from which may be appointed an apostolic team to work with the leadership of the association. The apostolic team shall consist of three people from the above list. The team shall be chosen by the President or the Apostolic Council on his behalf and the composition of the team may be changed at any time at the discretion of the President or of the Apostolic Council on his behalf. The apostolic team shall provide oversight, counsel and assistance voluntarily to the association. The apostolic team is not in any way a superior ecclesiastical body whose decisions are binding on this association, nor may the team override the decisions of the Apostolic Council, or other association decision maker, except as otherwise specifically provided in these By-Laws or the Articles of Incorporation.
Certificates of membership may be issued to all members reflecting their commitment to membership. Provided, however, that a certificate of membership does not entitle the holder thereof to vote for any matter in connection with the Corporation. The certificate of membership shall be signed by any Apostolic Council Member or Apostolic Council Members and by the Secretary and may be registered in such manner, if any, as the Apostolic Council may by resolution prescribe.
13.02.Checks, Drafts, and Orders. All checks, drafts, or orders for payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, Apostolic Council Member or Apostolic Council Members, of the Corporation, and in such manner as shall from time to time be determined by appointment by resolution of the Apostolic Council. In the absence of such determination by the Apostolic Council, such instruments may be signed by either the Treasurer or any Apostolic Council Member of the Corporation.
13.03.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 Apostolic Council may select.
13.04.Gifts. The Apostolic Council has the authority to accept or refuse on behalf of the Corporation any contribution, gift, bequest, or devise for any purpose of the Corporation. In general, it is the intention of the Apostolic Council to use all funds designated for specific purposes in the area for which they were designated. However, the Apostolic Council reserves the right to redirect all funds including designated funds to areas of need. Monies may be borrowed from one fund within the Corporation and placed in another. No interest will be charged and monies are to be repaid as soon as possible. It is a violation of IRS law to use the Corporation to process funds designated to non 501(c)(3) organizations or individuals.
Any school operated by this corporation shall admit students without regard for ethnic origin or national background to all the rights, benefits, programs, and activities generally accorded or made available to students at the school. The school shall not discriminate on the basis of race, color, national, and ethnic origin in administration of its educational policies, admissions policies, scholarship, and loan programs, and athletic and other school administered programs. Any student enrolled in such school should be born again (or at least open to it) as recorded in the Corporation's Tenets of Faith.
DEDICATION OF PROPERTY AND
EARNINGS TO NON-PROFIT ACTIVITIES
15.02.Vesting on Dissolution. In the event of dissolution of the corporation, the properties and assets of the corporation shall be transferred to and become vested in such organization or organizations, organized and operated exclusively for charitable, educational, religious or scientific purposes, as may be deemed by the Apostolic Council most suitable and appropriate with regard to continuance of the evangelical missionary work and activities for which this corporation has been formed, and as may qualify as an exempt organization or organizations under the provisions of the Articles of Incorporation of this corporation.
15.03.Prohibition Against Sharing in Corporate Earnings. No Apostolic Council Member, officer, employee, committee member, person connected with the corporation, or any private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as shall be fixed by the Apostolic Council; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the corporation.
15.04.Investments. The corporation shall have the right to retain all or any part of any securities or property acquired by it, in whatever manner, and to invest and re-invest any funds held by it, according to the judgment of the Apostolic Council under its general powers specified in Section 6:05 of these By-Laws, without being restricted to the class of investments which a trustee is or may hereafter be permitted to make, or any similar restriction; provided that no action shall be taken by or on behalf of the corporation if such action is a prohibited transaction, or would result in the denial of the tax exemption under §§503 or 507 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
15.05.Exempt Activities. Notwithstanding any other provision of these By-Laws, no Apostolic Council Member, officer, employee, or representative of the corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under §501(C)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under §170(C)(2) of such code and regulations as they now exist or as they may hereafter be amended. The 501(c)(3) exempt status of the church should not and may not be construed as a waiver of any and all First Amendment rights of the association or member thereof to address any issue in our society, culture or government.
16.02.Indemnity. The corporation shall indemnify and hold harmless each Apostolic Council Member, officer, member of a committee, agent or employee of the corporation and each person who at any time acted in such capacity and his heirs, devises, personal representatives and assigns, against all liability, loss, damage, judgments, expenses and cost (including attorney's fees imposed on or incurred by him in connection with any claim asserted against him, by legal proceeding (civil or criminal) or otherwise by reason of his being or having been such Apostolic Council Member, officer, member of a committee, agent or employee of the corporation, except in relation to matters as to which he shall have been adjudged guilty of negligence or misconduct in the performance of his duty; provided, that the corporation shall be given reasonable notice of the assertion or institution of such claim or proceeding, and, in the event the same shall be settled, in whole or in part, otherwise than by a judgment, the corporation or its counsel shall consent to such settlement and it shall be determined by its counsel or found by a majority of the Apostolic Council then in office and not involved in such controversy, although less than a quorum, that such settlement was to the best interest of the corporation , and the person to be indemnified was not guilty of negligence or misconduct in respect to the matter in which indemnity is sought.
If the corporation has not theretofore fully indemnified any such person, the court having jurisdiction of any action instituted by such person on his claim for indemnity, may assess indemnity against the corporation , or its receiver, trustee or successor, for the amount paid or to be paid by such person in satisfaction of any judgment or in settlement of any such claims (exclusive in either case of any amount paid by the corporation ) and any expenses and costs (including attorney's fees) incurred by him in connection therewith to the extent that the court shall deem reasonable and equitable, provided that the person indemnified was not guilty of negligence or misconduct in respect of the matter in which indemnity is sought.
16.03.Rights Cumulative. The provisions of this Article XVI shall not be deemed exclusive or in limitation of, but shall be deemed cumulative of and in addition to any other limitation of liability or right of indemnity to which such Apostolic Council Member, officer, member of a committee, agent or employee of the corporation may be otherwise entitled.
16.04.Insurance. The association may, as the Apostolic Council may direct, purchase and maintain such insurance on behalf of any person who is or at any time has been an officer of the association, member of the Apostolic Council, or other leadership, or other agent of or in a similar capacity with the church, or who is or at any time has been, at the direction or request of the association, an Apostolic Council member, officer, administrator, manager, employee, member, advisor or other agent of or fiduciary for any other corporation, partnership, trust, venture or other entity or enterprise including any employee benefit plan against any liability asserted against or incurred by such person.
17.01.Gender. Wherever used herein a male pronoun shall be treated as including the female and vice versa.
17.03.Fiscal Year. The fiscal year of the association and its associated members shall begin on the first day of January and end on the last day in December in each year.
17.04.Books and Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its official Apostolic Council and task forces having any of the authority of the Apostolic Council. All books and records of the corporation may be inspected by any Apostolic Council member, officer, or their agent or attorney for any proper purpose at any reasonable time. The church, however, reserves the right to withhold such material as may be necessary to protect the privacy rights and interests of individuals.
Section 2. By-Laws. The power to alter, amend, or repeal these By-Laws, or to adopt new By-Laws, insofar as allowed by law, is vested in the Apostolic Council and shall be by resolution upon majority vote of members present and voting.
IN WITNESS WHEREOF, we the undersigned members of the Apostolic Council of Antioch International Ministries, INC. subscribe and acknowledge the acceptance of the aforementioned bylaws on this the 28th day of June , 1995 during the organizational meeting of the Apostolic Council conducted this same date.
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