BYLAWS OF THE EZEKIEL PROJECT OF SAGINAW
Adopted at the Ezekiel Project Board Meeting of June 19, 1997
1.01 Name of Corporation. The name of this corporation shall be the Ezekiel Project of Saginaw (the “Corporation”).
1.02 Office. The Corporation’s registered and principal office shall be located at 2122 S. Jefferson Ave., Saginaw, Michigan or at such place(s) in the State of Michigan as the board of directors may determine from time to time.
1.02 Service Area. The primary activities of the Corporation shall focus on the community of the greater Saginaw Area.
PURPOSES AND ACTIVITIES
2.01 Purposes. The purposes for which the Corporation is formed are exclusively charitable and educational, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c ) (3) of the Internal Revenue Code, or corresponding sections of any future tax code, and consist of the following:
a) The Ezekiel Project is organized to build an ecumenical, interfaith, multiracial, congregation-based community organization that will address issues of concern to community residents and parishioners of member congregations through a process of recruiting, training, leadership development and direct action.
b) The purpose of the Ezekiel Project is to build and strengthen member congregations and to empower these congregations and residents to bring about significant systemic change, thereby preserving and enhancing the local community.
2.02 Restrictions on Activities. No part of the net earning of the Corporation shall inure to the benefit of or be distributed to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501 (c )(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by a corporation contribution to which are deductible under section 170(c )(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
3.01 Eligibility for Memberships. Membership shall be conferred upon any religious congregation within the geographical boundaries of the Ezekiel Project upon a favorable vote of the majority of the Board of Directors and upon payment of an initial membership fee. Special Membership may be given to other religious institutions (e.g., requirements or restrictions as designed on a case by case basis by the Board of Directors of the Ezekiel Project.
3.02 Dues. Member congregations shall pay an annual fee as fixed by the Board of Directors. The Board may waive the membership fee or accept any appropriate in-kind contribution in lieu of part or all of the membership fee.
3.03 Termination of Membership. Membership in the Ezekiel Project may be terminated either by voluntary resignation or, for cause, by a two-thirds (2/3) vote of the Board of Directors
3.04 Annual Meeting. The annual meeting of the members shall be held in November of each year. At each annual meeting directors shall be elected and any other business that may come before the meeting shall be transacted.
3.05 Organizing Annual Meetings. The Board of Directors shall be responsible for setting the agendas of the annual General Meeting of Members, and for special meetings of the membership, for publicizing the meeting, and for facilitating the meetings.
3.06 Purpose of Annual Meetings. The purpose for the annual meetings shall be to inform the membership of the activities of the Ezekiel Project, to build fellowship, to set general policy and directions for the Ezekiel Project through consensus, and to promote these policies and directions.
3.07 Special Meeting. Special meetings of the membership may be called at any time by the president, a majority of the board of directors, or a written petition of not less than 10 percent of the members.
BOARD OF DIRECTORS
4.01 General Powers. The business, property, and affairs of the Corporation shall be managed by the board of directors. The board shall enact policy decided at General Meeting of Members, authorize programs to be undertaken by the Ezekiel Project, raise funds, adopt the operating budget and manage the financial affairs of the Ezekiel Project, hire and terminate the Executive Director/Organizer and other paid staff when necessitated, supervise the activities of the Executive Director/Organizer, report to the member of the Ezekiel Project, and carry out such other responsibilities and duties necessary in managing the affairs of the corporation.
4.02 Number. Each member congregation shall have one vote on the Board and shall appoint or elect two (2) persons, one clergy and one lay, to sit on the Board of Directors. An alternative lay person shall be elected to sit on the Board of Directors in the absence of one of the two above mentioned congregation representatives. At the discretion of the board, five (5) additional members at large may be chosen or elected so as to balance any unrepresentation or underrepresentation (e.g., the poor, women, minorities).
4.03 Quorum. A majority of directors then in office constitutes a quorum for the transaction of any business at any meeting of the board of directors. Actions voted on by a majority of directors present at a meeting where a quorum is present shall constitute authorized actions of the board of directors.
5.01 Number. The Board of Directors shall elect from its members a President, Vice-President, Secretary and Treasurer. This election shall take place at the first Board meeting following the annual General Meeting of Members’ meeting and these officers shall hold office for one year or until their successor is duly elected.
5.02 President. Presides at the meeting of the Board, insures that all orders and resolutions of the Ezekiel Project and of the Board are carried out, call special meetings of the Board, executes such instruments and enters into such transactions as are customarily within the powers and duties of the president of a corporation, subject to approval of the Board, and is an ex-officio member of all committees.
5.03 Vice-President. In the absence of the President assumes duties of the President and performs such other duties as may be assigned to the vice-president by the Board and or President.
5.04 Secretary. Notifies all members of the Board of meetings, maintains the membership roll, keeps full minutes of all meetings of the Board of Directors and of all General Meetings of Members and performs other duties the President may assign. This officer has custody of the corporate seal and affixes that seal to all papers and documents requiring the seal.
5.05 Treasurer. Keeps full and correct account of receipts and disbursements of the corporation, deposits all monies, has charge of all valuables of the corporation, and provides a financial report for each regular Board meeting.
5.06 Removal. An officer of the Board may be removed by a two-thirds vote of the Directors attending a regular or a specially called meeting of the Board. The following are reasons, but not the only reasons, which may lead to dismissal. Absence from three consecutive Board meetings without reasonable cause and/or behavior not consistent with the mission of the organization.
5.07 Vacancies. Any vacancy on the Board is filed by the number congregation. The term of a Director elected or appointed to fill a vacancy ends at the annual General Meeting of the Members.
5.08 Compensation. Directors shall not receive compensation for their services.
5.09 Agendas. The President, Vice-President and Secretary shall make the agenda for meetings of the Board. The agenda shall be in the hands of all Board members one week in advance of regular meetings.
6.01 Meetings. The Board shall meet at least four times a year, the initial meeting occurring within one month of the annual General Meeting of Members.
6.02 Special Meetings. Special meeting of the Board are convened by the president or by the request of one-third of the board of Directors. The agenda, date, time and place of the meeting shall reach the members of the Board of Directors in timely fashion but no less than 24 hours prior to the meeting.
6.03 Committees. The Board has the right and responsibility to create committees, permanent and ad hoc, to facilitate the business of the Board. These committees may be made up of board members or persons from member congregations or a combination.
REVISION OF BYLAWS
7.01 These bylaws shall be revised by a vote of the majority of the Board of Directors.
7.02 The vote shall be called after thirty days notice by the secretary of the revision to all member congregations and after comment has been heard from member congregations through their Board members.
8.01 This corporation may be dissolved by the membership at its annual General Meeting of Members or at a special meeting of the membership. At least thirty days written notice must be given to member congregations of the Ezekiel Project prior to a vote to dissolve.
8.02 A majority vote of all members present shall be necessary to dissolve the corporation.
8.03 Upon the dissolution of the corporation and after paying or making provision for the payment of all liabilities of the corporation, all assets of the corporation shall be distributed exclusively for one or more of the purposes of the corporation in such manner, or to such organization or organizations organized, and operating exclusively for charitable, educational, or religious purposes as shall qualify as an exempt organization or organization under section 501 (c )(3) of the Internal Revenue Code, (or the corresponding sections of any future federal tax code). Any such assets not so disposed of shall be disposed of by a Court of Competent jurisdiction of the county in which the principal office or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
9.01 Any person (or his/her estate) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he/she is or was an officer or member of the Board shall be indemnified by the corporation against any liability and reasonable
expense (including attorney’s fees) in connection with the defense or settlement of such action, except in relation to matters as to which is shall be adjudged by the court that such officer or Board member is liable for negligence or misconduct in the performance of his or her duties.
1. Except as otherwise provided by law, a volunteer director of the corporation is not personally liable to the corporation or its members for monetary damages for a breach of the director’s fiduciary duty. The corporation assumes all liability to any person other than the corporation or its members for all acts or omissions of a volunteer director incurred in the good faith performance of his or her duties as a director occurring on or after the date this article is approved by the board of directors.