Fill and Sign the Mississippi Shall Be Form

-1- BY-LAWSOF ARTICLE I. NAME AND LOCATION Section 1.01. The name of this corporation is Section 1.02. The principal and registered office of the corporation in the State of Mississippi shall be , , Mississippi . The corporation may have such ot her offices, either within or without the State of Mississippi as the Board of Directors may designate or as the business of the corporation may require from time to time. ARTICLE II. PURPOSE Section 2.01. This corporation is a nonprofit corporation organized pursuant to Mississippi Code Annotated {79-11-101, et seq. Section 2.02. The purpose of is to provide and and , to a ssist them in achieving their highest potential as . Section 2.03. This corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purposes of this corporation. Section 2.04. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of § 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code, with preference being for organizations, or shall be distributed to the Federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Chancery Court of the county of which the principal office of the corporation is then l ocated, exclusively for such purposes or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE III. MEMBERS Section 3.01. The corporation shall have no members. -2- ARTICLE IV. Section 4.01. Composition of the Board of Directors. The Board of Directors shall be composed of three members. The only qualification for an individual to serve as director is that he or she supports the purpose of the corporation as set forth in Article II. Section 4.02. (A) Term and Election of Directors. The initial members of the Board of Directors shall be divided into three seats, designated Seat 1, Seat 2 and Seat 3. The di rector elected to Seat 1 shall serve an initial term of three (3) years, the director elected to Seat 2 shall serve an initial term of four (4) years and the director elected to Seat 3 shall serve a n initial term of five (5) years. After the initial terms, all directors will serve terms of three (3) years each. An election for each Seat will be held at the end of the initial term for t hat Seat and every three (3) years thereafter. It is intended that this provision will provide that after the init ial terms each director will serve a term of three (3) years and that the terms of the directors wi ll be staggered such that only one member of the Board of Directors will be elected each year. (B) Initial Directors. The initial directors of the corporation shall be electe d by the incorporator. Thereafter, elections for the Board of Directors shall be held at the annua l meeting of the Board of Directors and each available position on the Board of Directors shall be filled by a two-thirds vote of the directors whose terms are not expiring. Section 4.03. Change in Size of Board. The Board of Directors may, by its own resolution, increase or decrease the size of the Board of Directors at any meeting and the number so determined shall remain fixed until changed by a subsequent resolution. If the number i s increased at a meeting other than an annual meeting, the new directors may be e lected at the same meeting by a two-thirds vote of the directors. All directors shall hold office unti l their respective successors are elected and qualified. Section 4.04. Vacancies. Vacancies in the Board of Directors shall be filled for the duration of the former director's term of office by an individual elected by a two-thirds vote of the remaining directors. A vacancy or vacancies in the Board of Directors shall be dee med to exist in the case of death, resignation or removal of any director, or if the directors fa il, at any annual or special meeting at which any director or directors are elected, to e lect the full authorized number of directors to be voted for at that meeting. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term of office. Section 4.05. Resignation. Any director may resign at any time by giving written notice of his resignation to a meeting of the Board or Chairman of the Board or the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. -3- Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If the Board of Directors accepts the resignation of a director rendered to take effect at a future time, the Board shall have the power to elect a suc cessor to take office when the resignation is to become effective. Section 4.06. Removal. Any individual director may be removed from office with or without cause by vote of two-thirds of the directors entitled to vote at any meeting of the Board of Directors. The meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. In case any one or more directors be so removed, new directors may be elected at the same meeting. Section 4.07. When Board May Declare Vacancies. The Board of Directors shall declare vacant the office of a director if he be declared of unsound mind by order of Court or convicted of a felony, or may do so within sixty (60) days after notice of his election if he does not accept such office in writing or does not attend a meeting of the Board of Directors. Section 4.08. Place of Meeting. Regular meetings of the Board of Directors shall be held at any place within or without the State of Mississippi which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation, regular meetings shall be held at the principal office of the corporation. Special meetings of the Board may be held either at a place so de signated or at the principal office. Section 4.09. Regular Annual Meeting. A regular annual meeting of the Board of Directors for the purpose of election of officers of the corporation, election of directors, and the transaction of any other business coming before such meeting shall be held each year on the second Tuesday of May beginning 19**. No notice of such meeting to the elected direct ors, other than this by-law, shall be necessary in order to legally constitute the mee ting, provided a majority of the whole Board shall be present. If a majority of the Board shall not be present, then such regular annual meeting may be held at such time as shall be fixed by t he consent, in writing, of all the directors. Section 4.10. Regular Monthly Meeting. A regular monthly meeting of the Board of Directors shall be held on the third Tuesday of each month and no notice of such meeting shall necessary to legally constitute the meeting. The agenda for such regular monthly me eting shall be prepared by the Secretary of the corporation and this agenda, together with all rela ted documents necessary for full discussion of the topics listed for discussion, and a copy of any unapproved minutes of prior meetings shall be mailed to each director on the second T uesday of each month. Any director, the President of the corporation, or the Executive Director of the corporation may place an item on the agenda of any regular monthly meeting and shal l do so by informing the Secretary before the second Tuesday of the month of such items and the nature of the issues needing consideration by the Board of Directors. Other regular meetings of the Board may be held without notice at such time as shall from time to time be determined by the Board. -4- Section 4.11. Special Meeting. Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President or, if he is absent or unable to act, by the Executive Director or by any director. No business shall be considered at a ny special meeting other than the purposes mentioned in the notice given to eac h director of the meeting, except upon the unanimous consent of all directors. Section 4.12. Notice of Special Meeting. Written notice of the time, place and purpose of all special meetings shall be delivered personally to each director or sent to each director by mail or by other form of written communication, charges prepaid, addressed to him at his address as shown on the records of the corporation or, if it is not so shown on such records or is not readily ascertainable, at the place where meetings of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the Unite d States mail or delivered to the telegraph company in the place in the principal office of the corporation is located at least three (3) business days prior to the time of the holding of the meet ing. In case such notice is delivered as above provided, it shall be so delivered at least t wenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or del ivery as above provided shall be due, legal and personal notice to such director. Section 4.13. Waiver of Notice. Any actions taken or approved at any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and, if either before or after the meeting, each of the directors not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. If a director does not receive notice of the meeting, but attends and participates in the meeting, he shall be deemed to have waived notice of the meeting, unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacti on of business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Section 4.14. Quorum. In all meetings of the Board, a quorum shall consist of not less than two-thirds (2/3) of the fixed or prescribed number of directors and the acts of a majorit y of the directors present at a meeting in which a quorum is present shall be the act s of the Board of Directors except as may be otherwise specifically provided by statute or by the certi ficate of incorporation or by these by-laws and except to adjourn as hereinafter provided. Section 4.15. Adjournment. A quorum of the directors may adjourn any directors meeting to meet again at a stated day and hour; provided, however, that in the a bsence of a quorum of a majority of the directors present at any directors meeting, either regular or special, may adjourn to a later date but may not transact any business until a quorum has bee n secured. At any adjourned meeting at which a required number of directors shall be present, any busi ness may be transacted which might have been transacted at the meeting as original ly noticed. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned. -5- Section 4.16. Salaries and Compensation. Members of the Board of Directors shall not be entitled to a salary for their service as members of the Board of Directors of the corporation. Directors may receive reimbursement for their expenses, or a portion thereof, incurred in connection with their attendance at meetings, or their transacting busine ss of the corporation, as provided for all members of the corporation in these by-laws. Section 4.17. Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing. Such written action by unanimous consent shall have the same effect as actions taken at a meeting of the Board of Direct ors and shall be filed with the Secretary of the corporation and made a part of the minutes of proceedings of t he Board of Directors. Section 4.18. Proxies. Members of the Board of Directors are not entitled to vote or execute consents in their capacity as a director by use of proxy.Section 4.19. Telephonic Meeting. Members of the Board of Directors may participate in a meeting of such Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this section shall consti tute presence in person at such meeting. Section 4.20. Director Authority. Unless duly authorized by the Board of Directors, no director, in his capacity as such, shall individually take any action with respect to the corporation's affairs, including but not limited to, the employment or termination of employm ent of any employee of the corporation, except through proper actions of the Board of Directors. Unless authorized by the Board of Directors, an individual director shall have only the authorit y to participate in the management of the business of the corporation by participation in meetings and decisions of the Board of Directors. No director, as such, of the corporation shall voluntarily disclose to any person any proprietary or confidential information concerning the corporation's affairs, except such disclosure as may be necessary for a director to perform his duties as a director. Section 4.21. Duties of the Board of Directors. (a) The directors shall have the general management and control of the business and affairs of the corporation and shall exe rcise all powers that may be exercised or performed by a nonprofit charitable corporation under t he laws of the State of Mississippi, the certificate of incorporation, and these by-laws. (b) Each director shall participate as a member of one of the standing committees of the corporation, as assigned or designated upon by a majority of the directors. Each standing committee shall be composed primarily of individuals other than officers and direct ors of the corporation and each director on each standing committee shall report to the Board of Directors as to the actions of the committee of which he is a member. -6- (c) Each director is authorized to act on behalf of the corporation when performing tasks in furtherance of a particular project for which he or she is responsible. (d) The Board of Directors, individually and as a body, shall be responsible for formulating policy for the corporation. ARTICLE V. OFFICERS Section 5.01. Offices. The offices of the corporation shall be a President, a Secretary and a Treasurer. The corporation may also have, at the discretion of the Board of Direct ors, a Chairman of the Board, one or more Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance wi th the provisions of Section 5.03 of this Article. One person may hold two or more offices; provided, however, that no person shall at the same time hold the offices of President and Secretary. Section 5.02. Appointment. Officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.03 or 5.05 of this Article, shall be chosen annually by the Board of Directors, and each shall hold his office until he shall resign or have been removed or otherwise disqualified to serve, or his successor shall be qualified. Section 5.03. Subordinate Officers. The Board of Directors may appoint, and may empower the President to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the by-laws or as the Board of Directors may from time to tim e determine. Section 5.04. Removal and Resignation. Any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting thereof, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors, or to the President, or to the Secreta ry of the corporation. Section 5.05. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or other cause shall be filled in the manner prescribed in the by-laws for regular appointments to such office. Section 5.06. Chairman of the Board. The Chairman of the Board, if any, shall if present preside at all meetings of the Board of Directors and exercise and perform such ot her powers and duties as may be from time to time assigned to him by the Board of Dire ctors or prescribed by the by-laws. -7- Section 5.07. President. Subject to such powers and duties, if any, as may be assigned by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the corporation consistent with the express policies and goals of the corporation. The President shall preside at al l meetings of the Board of Directors, in the absence of the Chairman of the Board, or if t here be none. The President is authorized to sign all documents requiring execution in the name of the corporation as may pertain to the ordinary course of the corporation's business and shall, with t he Secretary, sign the minutes of all meetings over which he may have presided. Section 5.08. Vice-President. In the absence or disability of the President, the Vice- Presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, t he Vice-President designated by the Board of Directors, shall perform all the duties of the Presi dent, and when so acting, shall have all the powers of and be subject to all the restri ctions upon the President. The Vice-Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the by- laws. Section 5.09. Secretary. The Secretary shall keep or cause to be kept, at the principa l office of the corporation or such other place as the Board of Directors may order, a book of minutes of all meetings of directors, with the time and place of holding, whether regula r or special, and, if special, how authorized, the notice thereof given, the names of those pre sent at directors meetings, and the proceedings thereof. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors required by the by-laws to be given, a nd he shall keep the seal of the corporation in safe custody. He shall also sign, with the President or Vice- President, all contracts, deeds, licenses and other instruments when so ordered. He shall m ake such reports to the Board of Directors as they may require and shall also prepare such reports and statements as are required by the laws of the State of Mississippi and shall perform such ot her duties as may be prescribed by the Board of Directors or by the by-laws. He shall attend to such correspondence and perform such other duties as may be incidental to his office or as may be properly assigned to him by the Board of Directors. The Assistant Secretary or Secretaries, if any, shall perform the duties of the Secretary in the case of his absence or disabi lity and such other duties as may be specified by the Board of Directors. Section 5.10. Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transacti ons of the corporation, including account of its assets, liabilities, receipts, disbursements, gains, l osses, capital, and surplus. The books of account shall at all reasonable times be open to inspe ction by any director. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositaries as may be designed by the Board of Direct ors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they require it, an account of all of his transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or -8- the by-laws. The Assistant Treasurer or Treasurers, if any, shall perform the duties of the Treasurer in the event of his absence or disability and such other duties as the Board of Directors may determine. Section 5.11. Authority to Bind Corporation. No officer of the corporation shall have the authority to cause the corporation to become obligated in any manner or form whatsoe ver except as may be prescribed by the Board of Directors or these by-laws. Section 5.12. Salaries and Compensation. Upon approval of the Board of Directors, the officers of the corporation shall be entitled to a salary for their service as officers of the corporation. Officers may also receive reimbursement for their expenses or a portion thereof, incurred in connection with their attendance at meetings or their transacting busi ness of the corporation, in the same manner as other members, as provided by these by-laws. ARTICLE VI. EXECUTIVE DIRECTOR Section 6.01. The Board of Directors may, in its discretion, appoint an Executive Director of the corporation, who shall work under the direction of the Board of Directors. The Executive Director shall consult with the Board of Directors on matters involving the exe rcise of discretion or the interpretations of policies when such matters have not been determine d. The Executive Director shall serve as an ex officio member, without vote, of the Board of Directors and on all the various standing committees. ARTICLE VII. COMMITTEES Section 7.01. Standing Committees. The Board of Directors may designate, by resolution, such standing or other committees of the corporation as it deems appropriate and advisable. Section 7.02. Committee Chairman. The Board of Directors shall appoint the chairman of any such committees.Section 7.03. Committee Members. The chairman of each such committee shall choose its members; provided, however, that each such committee shall have no less t han one member of the Board of Directors as provided in Section 4.21(b) hereof. Section 7.04. Reports. The chairman of any such committee shall maintain complete and accurate records of the committee's actions and undertakings. The chairman of ea ch such committee shall provide a report to the Board of Directors at the regular meeti ng of the Board of Directors following the close of every calendar quarter. -9- Section 7.05. Meetings. Each such committee shall meet at reasonable and regular time intervals.Section 7.06. Duties of Committees. (a) Youth Development. The Youth Development Committee shall be responsible for establishing and evaluating supplemental programs to promote and benefit the mental a nd physical health and welfare of the participants in the ministry. (b) Oversight. The Oversight Committee shall evaluate the service of the agency and recommend changes in goals and procedures. It is responsible for conducting orientation meetings and reviewing the corporations manual of operation. In addition, the Oversight Committee shall be responsible for formulating sound personnel practices, salary scales, and job descriptions. (c) Publicity. The Publicity Committee shall be responsible for the interpretation of t he ministry to the community at large, through the media of newspapers, magazines, radio, television, movies, and other means for the purpose of gaining support for the ministry and for the recruitment of additional participants in the ministry. (d) Fund Raising. The Fund Raising Committee shall review the financial needs of the ministry in terms of programs and develop a budget that will make it possible for the m inistry to function adequately within the definition of its services, and the financial support which the ministry can receive. The Fund Raising Committee shall also consider the means for obtaining the support for this budget and shall develop a fund raising plan which is capable of accomplishment by the ministry. The budget of the ministry should be realistic, in accordance with the needs of the community. ARTICLE VIII. EXECUTIVE ADVISORY BOARD Section 8.01. Number, Election and Term. The Executive Advisory Board shall consist of up to ten individuals appointed by the Board of Directors. Members of the Executive Advisory Board shall serve for a term of three years from the date of their appointment. It is intended that the members of the Executive Advisory Board be composed of persons in positions of leadership who have, either expressly or implicitly, an interest in the ministry, or are supportive of the goals of the corporation. Their purpose shall be to lend dignity, prestige, and other support to the cause of ministry. Section 8.02. Meeting. The Executive Advisory Board shall meet once a year with the Board of Directors at the May annual meeting. -10- Section 8.03. Duties. The primary duty of the members of the Executive Advisory Board shall be to assist the corporation in the area of fund raising and publicity.ARTICLE IX. FISCAL YEAR Section 9.01. The fiscal year of the corporation shall terminate on the 31st day of December of each calendar year and all records, books and accounts and all tax returns shall be kept and filed accordingly. ARTICLE X. AMENDMENTS Section 10.01. These by-laws may be altered or amended by the affirmative vote of a majority of the whole Board of Directors at any meeting of the Board of Directors; provi ded, however, that if any director shall object to the consideration of any proposed amendment, the proposal may not be voted on unless notice of the proposed amendment was given at least thi rty days prior to the meeting.