Officers' Christian Fellowship of the United States of America
ARTICLE I: Offices
Section 1—Principal Office
The principal office of Officers' Christian Fellowship of the United States of America (hereafter referred to as the "Corporation") in the State of Colorado shall be located in the City of Englewood, County of Arapahoe. The Corporation may have such other offices, as the Council may determine, or as the affairs of the Corporation may require from time-to-time.
Section 2—Known Place of Business
The Corporation shall have and continuously maintain in the State of Colorado a known place of business and a statutory agent, as required by the Colorado Revised Statute 7-125-101 (2000), TITLE 7, ARTICLE 125. The known place of business may be, but need not be, identical with the principal office in the State of Colorado, and the address of the known place of business may be changed from time-to-time by the Council.
ARTICLE II: The Council
Section 1—General Powers
The affairs of the Corporation shall be managed by its Council as specified in the Constitution of the Corporation.
Section 2—Council Member Qualifications
Each Council Member must be a Regular Member of the Corporation in good standing and as defined in the Constitution of the Corporation except that "Special" Council Members as so described in Section 3 - shall not be required to be Regular Members.
Section 3—"Special" Council Members
In addition to Council Members so described in the Constitution of the Corporation, the Council, by resolution of the Council adopted unanimously by those in attendance at a regular Council Meeting as described in Sections 6 and 7 of Article II hereafter, may establish additional positions on the Council of the Corporation who will serve in a "Special" status. Election to established positions will be by a two-thirds vote. When an established position is vacated, the Council must take action or it shall remain unfilled. Special Council Member positions may be disestablished by majority vote of those present at a regular meeting.
A. General Provisions
Except as stated in Subsection (C), Section 3 - hereafter, "Special" Council Members shall have all the rights, responsibilities, and privileges of Council Members as so specified in the Constitution of the Corporation except that a "Special" Council Member that is not a regular member shall be an associate member of the Corporation.
B. Term of Office
The term of office for any "Special" Council Member(s) shall be so determined by the Council.
"Special" Council Members shall not be Officers of the Corporation and shall not vote.
Section 4—Committees of the Council
A. General Provisions.
In addition to the Standing Committees described in Subsection (B) of this Section 4 - hereafter, the Council, by resolution of the Council adopted by a majority of all of the Council Members of the Corporation, may also designate from among the Council Members on the Council and other persons so designated one (1) or more committees of which, to the extent provided in such resolution and permitted by law, whom shall have and may exercise the authority of the Council, except that no such committee, including the Standing Committees, may exercise the Council's authority to (i) elect or appoint officers or fill vacancies on the Council or any committee thereof; (ii) adopt, amend, or repeal these Bylaws; (iii) fix the compensation of Council Members or Corporation Staff; (iv) obligate the corporation financially or of significant resources except as specifically authorized by the Council or these bylaws; or (v) establish policy of the Council or Corporation. Each committee must have two (2) or more members who serve at the pleasure of the Council. The Council, with or without cause, may dissolve any such committee or remove any member thereof at any time. The Council, with or without cause, may dissolve or reverse any action(s) of any such committee. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Council, or any member thereof, of any responsibility imposed by law. Vacancies in the membership of a committee may be filled by the President or by the Council at a regular or special meeting of the Council. Except as the Council may otherwise determine, committees, including the Standing Committees, may make rules for the conduct of their business, but, unless otherwise determined by the Council or in such rules, the business of any committee shall be conducted as nearly as may be provided in these Bylaws and the Constitution of the Corporation for the conduct of the business of the Council. The members of all committees shall serve at the pleasure of the Council. The Council shall have the power, by action of the Council, to designate one or more alternate members to any committee, who may replace at any meeting of any such committee any absent member or any member disqualified from voting.
B. Standing Committees.
The Council, by resolution of the Council adopted by a majority of all of the Council Members of the Corporation, shall have the power to designate the following committees consisting of two (2) or more Council Members each and other persons so designated: a Finance Committee, a Personnel Committee, a Steering Committee, a Nominating Committee, and an Executive Committee. The conduct of Standing Committees shall be according to Subsection (A) of Section 4 - above and as so stated in paragraphs i, ii, and iii of Subsection (B), Section 4 - hereafter.
i. Finance Committee.
The finance committee shall advise and make recommendations to the President and Council with respect to the suitability of proposed budgets, execution of approved budgets, the general fiduciary condition of the Corporation, and any other fiduciary duties as assigned from time-to-time by the President or the Council. The finance committee shall have access to all financial data of the Corporation as is necessary to perform the duties described herein.
ii. Personnel Committee.
The personnel committee shall advise and make recommendations to the President and Council with respect to the suitability of personnel policies and actions of the Corporation and according to Council Responsibilities so stated in the Constitution of the Corporation and any other duties as assigned from time-to-time by the President or the Council as they might apply to employees and members of the Corporation. The personnel committee shall have access to all personnel policies and records of the Corporation as is necessary to perform the duties described herein.
iii. Steering Committee.
The steering committee shall advise and make recommendations to the President and Council regarding the future strategic direction and overall priorities and allocation of resources of the Corporation in order to fulfill the Vision and accomplish the Purpose of the Corporation as so stated in the Constitution of the Corporation and accomplish any other duties as assigned from time-to-time by the President or the Council as they might apply to the strategic direction of the Corporation. The steering committee shall have access to all reports and records of the Corporation as is necessary to perform the duties described herein.
iv. Nominating Committee.
Following the annual election of new Council Members and as so stated in the Constitution of the Corporation, the nominating committee shall nominate to the Council a slate of new officers to serve during the next calendar year. The nominating committee shall accomplish any other duties as assigned from time-to-time by the President or the Council as they might apply to the selection of officers or council members of the Corporation.
v. Executive Committee.
The Executive Committee shall be composed of the officers of the Corporation as so stated herein at Article III, Section 1 - hereafter. Meetings of the Executive Committee may be convened by the President or with the consent of any two officers of the Corporation. A minimum of three committee members shall be required to constitute a quorum except that the President of the Corporation (or the Vice President in the absence of the President) shall be required as part of said quorum. Notification of committee meetings shall be made to all committee members by all reasonable means. Meetings of the Executive Committee may be held by any and all means available where said committee members may so participate. All resolutions, policies or actions of the Executive Committee shall constitute action of the Council until said actions can be acted upon by a quorum of the Council as so defined in the Constitution of the Corporation.
vi. Governance Committee.
Develop and maintain appropriate guidelines for governance of OCF by the Council, including Council membership requirements, job descriptions, and training; oversight of ethical standards and discipline, planning for Executive Director succession, upholding high ethical standards for the Council, performing periodic reviews of the Constitution and Bylaws, and establishing procedures for evaluation of the Council and the Executive Director.
The Governance Committee shall be responsible to the President for determining council member skill/experience requirements; developing council member job descriptions; administering council member training; evaluating individual council members; evaluating council fulfillment of its OCF constitutional requirements; evaluating council governance practices; providing oversight of council/council member conflicts of interest; making recommendations concerning council member discipline; developing an Executive Director succession plan; assuring the Godly ethical practices of the council; performing periodic reviews of the Constitution and Bylaws; and accomplishing any other duties as assigned by the President or the Council as they might apply to the governance of the Corporation. The Governance Committee shall have access to all reports and records of the Corporation as is necessary to perform the duties described herein.
The Council shall develop and/or adopt the budget for the Corporation from time-to-time.
Section 6—Semi-Annual Meetings of the Council
The Council shall meet semi-annually as so stated in the Constitution of the Corporation. Notice of semi-annual meetings shall be made to the membership 60 or more days prior to convening of said meetings by regular mail, email, fax, periodical, or Corporation website as so determined by the Executive Director of the Corporation. Any member in good standing of the Corporation is encouraged to attend said semi-annual meetings of the Council provided they notify the Executive Director or his appointed representative 30 days prior to the first scheduled day of said meeting.
Section 7—Special Meetings of the Council
The Council will conduct special meetings from time-to-time as so specified in the Constitution of the Corporation. Notification of all Council Members concerning any special meeting shall be made in advance as far as possible but as is prudent and reasonable. Any member of the Corporation in good standing may attend said special meetings; however, notification of special meetings to the Corporation Membership is not required. Special meetings may be held by any and all means available where all Council Members may so participate.
Section 8—Conflict of Interest
During meetings the Council may, from time-to-time, undertake business such as financial investments, personnel matters, etc., that represent a potential conflict of interest for a council member. When a member becomes aware that a matter to be considered represents a conflict for him or her, that member must recuse himself or herself from deliberations, debate, and voting. If a member is in doubt, that member should consult with the presiding officer as to the propriety of their participation or presence. Once consulted, the opinion of the presiding officer will prevail.
ARTICLE III: Officers
The officers of the Corporation shall be a President, Vice President, Secretary, Treasurer, and Executive Director as shall be elected or appointed in accordance with the provisions of the Constitution of the Corpo-ration and shall have the authority and perform the duties prescribed, from time-to-time, by the Council and as stated hereafter in Sections 5 through 9. Additionally, the Corporation Director of Finance shall also be designated as an Officer of the Corporation with limited authority as so described in Section 1 - 0.
Election of officers shall be as prescribed by the Constitution of the Corporation except the Director of Finance shall be appointed by the Executive Director and the Executive Director shall be appointed by the Council according to the provisions of the Constitution of the Corporation. Each officer shall hold office until his or her successor shall have been duly elected or appointed according to the Constitution of the Corporation and shall have been qualified.
Any officer elected or appointed by the Council may be removed by the Council in accordance with the Constitution whenever, in its judgment, the best interests of the Corporation would be served thereby. The Director of Finance may be removed by the Council or Executive Director whenever in its, or his, or her judgment the best interests of the Corporation would be served thereby.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Council for the un-expired portion of the term except the Director of Finance shall be filled by the Executive Director according to these Bylaws and the Constitution of the Corporation.
The President shall preside at all meetings of the Council and shall perform any such other duties as from time-to-time may be assigned to him or as designated in the Constitution of the Corporation. In the absence or inability of the Executive Director of the Corporation to act, the President shall have and may exercise all of the duties and powers of the Executive Director or assign said duties to a qualified person of the Corporation Staff.
Section 6—Vice President
In the absence of the President or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time-to-time may be assigned to him by the President or by the Council itself.
Section 7—Executive Director
The Executive Director shall be the chief executive officer of the Corporation, shall have general charge and supervision of the business and affairs of the Corporation, subject to the direction of the Council and as specified in the Constitution of the Corporation, and shall perform such other duties as from time-to-time may be assigned to him by the Council. The Executive Director shall only perform those duties and/or activities authorized and/or directed by the Council. The Executive Director may sign, alone or with the Secretary or any other proper officer of the Corporation authorized by the Council, any contracts, or other instruments which the Council has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Council or by these Bylaws or by statute to some other officer or agent of the Corporation. In general the Executive Director shall perform all duties incident to the position of Executive Director and such other duties as may be prescribed by the Council from time-to-time.
The Secretary shall have the power to sign contracts and other instruments for the Corporation and shall: (a) keep the minutes of the proceedings of the Council in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) maintain oversight for custody of the corporate records and the corporate seal, attest the signatures of officers who execute documents on behalf of the Corporation, and assure that the seal is affixed to all documents of which execution on behalf of the Corporation under its seal is duly authorized; and (d) in general, perform all duties incident to the office of secretary and other duties as from time-to-time may be assigned to him or her by the President or the Board.
The Treasurer: (a) shall have oversight responsibility for all funds and securities of the Corporation; (b) may receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit monies in the name of the Corporation in the banks, trust companies, or other depositaries as shall be selected by the Council; (c) shall provide fiduciary advice to the President and the Council; (d) shall serve as chairperson of the financial committee; (e) shall be a member of the steering committee; (f) shall designate all personnel with the authority to deposit, withdraw, or write checks in the name of the Corporation against accounts in banks, trust companies, or other depositaries and (g) in general shall perform all the duties incident to the office of Treasurer and other duties as from time-to-time may be assigned to him or her by the President or the Council. If required by the Council, the Treasurer shall give a bond for the faithful discharge of his or her duties in the sum and with the surety or sureties that the Council determines.
Section 10—Director of Finance
The Director of Finance (a) shall have accounting and oversight responsibility for all funds and securities of the Corporation; (b) shall receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit monies in the name of the Corporation in the banks, trust companies, or other depositaries as shall be selected by the Council; (c) shall provide fiduciary advice to the Executive Director, President and the Council; and (d) in general shall perform all the duties incident to the office of Director of Finance and other duties as from time-to-time may be assigned to him or her by the Executive Director or President or the Council. If required by the Council, the Director of Finance shall give a bond for the faithful discharge of his or her duties in the sum and with the surety or sureties that the Council determines.
ARTICLE IV: The Corporation Staff
Section 1—Field Staff
Field Staff positions are those staff positions so designated by the Executive Director and approved by the Council according to the Constitution of the Corporation. Field Staff positions are supervisory in nature and those personnel employed as Field Staff are expected to represent and conduct the business of the Corporation in accordance with the policies of the Corporation or as directed by the Executive Director or his designated representative.
Section 2—Support Staff
Support Staff positions are those staff positions so designated by the Executive Director. Support Staff positions are specialized in nature and those personnel employed as Support Staff carry out specialized duties according to their job description and as so directed by their designated supervisors.
The Executive Director or designated representatives are authorized to hire Support Staff personnel at their discretion and within the fiscal constraints of the annual budget of the Corporation. The Executive Director is authorized to hire Field Staff personnel at his discretion and in accordance with the Constitution of the Corporation provided the Council of the Corporation previously approves said positions.
The Executive Director is authorized to remove any employee of the Corporation according to the Constitution of the Corporation and the laws of the state in which said person is so employed.
ARTICLE V: Members
Section 1—Guidelines for Member Conduct
The following OCF Biblical Guidelines of Conduct should be used to guide all OCF members in their personal walk and professional life:
- Strive to follow Jesus, obey his teachings, and become more Christ-like (e.g., Phil 4:8-9, 2 Tim 3:16-17, 1 Pet 1:14-16, 1 John 1:8-10, 1 John 2:4-6,)
- Serve as unto the Lord (e.g., Matt 5:16, Acts 5:29, Col 3:23-24)
- Let God judge the heart while we examine the fruit of fellow believers (e.g., Matt 7:15-20, 1 Cor 5:12-13, 2 Tim 2:24-26)
- Do not glorify, condone or live in unrepentant sin (e.g., Rom 6:1-2, 1 Cor 6:9- 11, Gal 2:20, 1 John 2:1)
Section 2—Guidelines for Leader Conduct
The following OCF Leader Biblical Guidelines of Conduct will be followed by all designated OCF Leaders in the conduct of their ministry on behalf of OCF:
- Be a Bible-based servant-leader (Matt 18: 4-6, John 13:12-17, Phil 2:3-5, Titus 1:6-9)
[Note: Bible Verses cited are examples only, not an exhaustive list to support the Guidelines, and verses are listed in order as they appear in the Bible, not in priority order.]
ARTICLE VI: 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 members, Council, and committees having any of the authority of the Council, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any regular member (as specified in the Constitution of the Corporation), or his agent or attorney, for any proper purpose at any reasonable time. Any other member, or his agent or attorney may inspect said books or records with specific approval of the President or Executive Director.
ARTICLE VII: Prohibition against Sharing in Corporate Earnings
No Council Member, officer, employee, member of a committee or person connected with the Corporation, or any other 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 or reimbursement for necessary and reasonable out-of-pocket expenses as shall be fixed by the Council or the Executive Director. No such person or persons shall be entitled to share in the distribution of any of the Corporation's assets upon the dissolution of the Corporation.
ARTICLE VIII: Exempt Activities
Notwithstanding any other provision of these bylaws, no Council Member, officer, employee, or represen-tative 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 described in Section 5 - 01(c)(3) of the Internal Revenue Code of 1986, as amended, or any corresponding provision of any future United States Internal Revenue Law.
ARTICLE IX: Indemnification
Any person, his or her heirs, or personal representatives, made or threatened to be made a party to any threatened, pending or completed action or proceeding whether civil, criminal, administrative, or investigative because he or she is or was a Council Member, officer, employee, or agent of this Corporation or serves or served any other Corporation or other enterprise in any capacity at the request of this Corporation, shall be indemnified by this Corporation, and this Corporation may advance his or her related expenses to the full extent permitted by law. In discharging his or her duty, any Council Member, officer, employee, or agent, when acting in good faith, may rely upon information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (1) one or more officers or employees of the Corporation whom the Council Member, officer, employee, or agent reasonably believes to be reliable and competent in the matters presented; (2) counsel, public accountants, or other persons as to matters that the Council Member, officer, employee, or agent believes to be within that person's professional or expert competence; or (3) in the case of a Council Member, a committee of the Council upon which he or she does not serve duly designated according to law as to matters upon which the committee is competent. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which the person, his or her heirs, or personal representatives may be entitled. The Corporation may, upon the affirmative vote of a majority of its Council, purchase insurance for the purpose of indemnifying these persons. The insurance may be for the benefit of all Council Members, officers, or employees, or agents. The indemnification of any person provided by this bylaw shall continue after such person has ceased to be a Council Member or officer of the corporation and shall inure to the benefit of such person's heirs, executors, administrators or legal representatives. The corporation is authorized to enter into agreements with any of its Council Member, officers or employees extending rights of indemnification and advancement of expenses pursuant to a resolution of Council Members, but the failure to enter into any such agreement or to adopt any such resolutions shall not affect or limit the rights of such person pursuant to this bylaw.
ARTICLE X: Amendments to Bylaws
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the Council at which a quorum is present by the affirmative vote of a two-thirds of the total duly elected or appointed Council Members.
ARTICLE XI: Dissolution of the Corporation
The Corporation may be declared dissolved upon approval by two-thirds of those voting in a ballot conducted as directed by the Council among the Regular Membership of the Corporation and as defined in the Constitution of the Corporation. Upon dissolution of the Corporation, assets shall be assigned to a 501(c)(3) organization with a Christian outreach to the military society.