Bridge Ministries Bylaws
Bridge Ministries Inc.
Incorporated January 26, 2006
(Revised 2018 and 2022)
September 17, 2022 – APPROVED
Article I: Name
The name of the corporation shall be Bridge Ministries Inc., herein referred to as the Organization.
Article II: Statement of Purpose
The Organization is established to facilitate and coordinate fundraising, ensure proper distribution of contributions, provide resources in support of the education, Christian discipleship and mentoring, and life-skills training of young people in developing countries. The overall aim is equipping them to develop into their full potential by achieving academic success, breaking the cycle of poverty, and leading lives transformed by Jesus Christ while shaping their communities and institutions. The mission of Bridge Ministries is achieved through partnership with OneLife Africa.
Article III: Board of Directors
Section 1. Governing Authority: The governing body of the Organization shall be known as its Board of Directors, hereafter referred to as the Board. The members of the Board shall be referred to as Directors. The Board shall have plenary powers to do all things necessary and proper to operate and control the Organization.
Section 2. Composition: The authorized number of Directors shall be a minimum of five (5) and a maximum of thirteen (13). The Board shall consist of a President, a Secretary, a Treasurer, and at least two Directors. The Board at its discretion shall determine the duties of each position.
Section 3. Term of Service: The Directors listed above shall be elected for a term of two years. No limit is herein placed on the number of terms or positions a person may serve. Terms begin April 1st following election and acceptance of appointment. Selection of new Directors and the retiring of Directors in any one year, shall be no more than half or just under half, (if an odd number), of the total number of Directors to maintain continuity in vision and direction.
Section 4. Elections: The Board of Directors shall be elected by a majority vote of the Board, as defined in Section 1 of Article IV. Voting shall be conducted during a meeting of the Board. Elections shall be held in a timely fashion so that Directors may take office on April 1st after each election. Directors shall be notified either by email or U.S. mail, of elections at least 21 days prior to an election. An acknowledgment of receipt of the notice shall be recorded.
Section 5. Board of Director Nominee Qualifications: A nominee review committee shall consist of the Board of Directors not up for election. The committee, to determine if nominees have met these qualifications, may also interview nominees in closed session at their discretion. Nominees must receive a two-thirds minimum vote by the committee. This nomination is to be recorded in the minutes. Nominees for Board of Director positions shall meet the qualifications as defined below.
Endorses the Organization’s Statement of Purpose as spelled out in Article II.
Endorses the following statement of faith…
We believe that the Bible, consisting of all the 66 books of the Old and New Testaments, is the infallible, written, inspired Word of God. We believe the Bible is without error in the original manuscripts and is the complete revelation of God’s will for the salvation of individuals and is the Divine, final authority for every age and every life.
We believe in one God, Creator of all things, infinitely perfect and eternally existing in three Persons: Father, Son and Holy Spirit. We believe that God, by His sovereign choice and out of His love for mankind, sent Jesus into the world to save sinners.
We believe that Jesus Christ in the flesh was true God and true man, God the Son and the Son of God, that He was conceived of the Holy Spirit and born of a virgin, that He lived a sinless life, that He died upon the cross, the just for the unjust, as representative and substitutionary sacrifice for our sins and that He rose bodily from the grave the third day according to the Scriptures. Later He ascended to the Father’s right hand where He is Head of the Church and intercedes for believers. We believe that the Holy Spirit is a Person, is God and possesses all the Divine attributes. His ministry is to glorify the Lord Jesus Christ. He convicts individuals of sin, righteousness, and judgment and at the moment of salvation He regenerates, indwells, baptizes and seals all believers.
We believe that man was originally created in the image of God. Through disobedience to God, the first man sinned, thereby incurring not only physical death but also spiritual death, now all human beings are born in sin without Christ are under just condemnation without defense or excuse.
We believe that the Lord Jesus Christ died for our sins according to the Scriptures and that all who believe in Him are justified on the grounds of His shed blood. We believe that all who receive by faith the Lord Jesus Christ are born of the Holy Spirit and thereby become children of God, a relationship in which they are eternally secure. We believe that such salvation with its forgiveness of sins, its impartation of a new nature and its hope of eternal life, is entirely apart from good works, baptism, church membership, or man’s effort and is of pure grace.
We believe that the true Church is composed of all such persons who through saving faith in Jesus Christ have been regenerated by the Holy Spirit and are united together in the Body of Christ.
Section 6. Vacancies: In the event an elected Director’s position on the Board becomes vacant, a process will begin to seek a new Director to fill the vacancy until the term ends. The remaining Directors may choose to shift those responsibilities among themselves or engage an appropriate and competent stakeholder of the Organization to fulfill the ongoing responsibilities until the vacancy is filled.
Section 7. Delegation: The Board may delegate to one or more of the Organization’s stakeholders such powers and duties as it may deem appropriate and proper to fulfill the mission of Bridge Ministries.
Section 8. Voting: Each Director shall have one vote on all matters coming before the Board. In the event of a tie vote, the President may make the final decision. Voting will occur during regularly scheduled Board meetings and if necessary, through a special meeting called for the purposes of a vote, or through email when a special meeting is not practical, and the issue needs immediate attention.
Section 9. Compensation: Directors or persons to whom responsibility has been delegated by the Board are volunteers without monetary compensation for their services. They may be reimbursed for actual out-of-pocket expenses incurred in the performance of their duties, when approved by the Board.
Section 10. Removal of a Director by the Board: In the event the Board determines a Director is not performing the duties for which he/she was elected, or they no longer meet the qualifications as defined in Article 3 Section 5, or their actions are damaging to the Organization, that Director can be removed by a unanimous vote of the remaining Directors notwithstanding abstentions. Notice of intent to remove the Director and an opportunity to be heard will both be provided.
Section 11. Editorial Policy: The editorial direction of newsletters, website content, social media platforms or any printed materials representing the Organization, shall be subject to the review and approval of the Board.
Article IV: Ministry Integrity
Section 1. Financial Practices: We have a responsibility to be faithful stewards and to maintain integrity and openness in our financial practices. Fund-raising appeals will clearly identify the purposes for the use of funds and programs to which donations will be applied. The Board provides oversight to ensure documentation that donations are used for the purposes for which they were raised.
Section 2. Conflict of Interest: Whenever a Director has a financial or personal interest in any matter coming before the Board, the affected person shall fully disclose the nature of the interest and withdraw from discussion, lobbying, and voting on the matter.
Article V: Meetings
Section 1. Quorum: The quorum for all meetings of the Board shall be more than one half of the voting members of the Board. Any business of the Organization shall be transacted only upon approval of the majority of a quorum.
Section 2. Meetings: Regular Board meetings shall be held at times and places decided by the Board. Directors shall be notified of scheduled meetings at least 30 days prior to the meeting. Requests will made of the Directors for specific agenda items. A meeting agenda will be distributed to the Directors at least 10 days prior to the meeting, along with copies of any submitted reports that will be discussed. Items may be added to the distributed meeting agenda later upon a majority vote of the Board. Special meetings of the Board may be called by the President to discuss a pressing issue. The Board at its next regularly scheduled meeting shall enter any decision made by the Board during a special meeting into the minutes.
Section 3. Rules of Order: Meetings and sessions shall be governed in accordance with Roberts’ Rules of Order.
Article VI: Director and Officer Indemnification
The Corporation shall indemnify its officers and members of the Board of Directors and hold its officers harmless from and against any damage they may suffer as a result of any negligent act performed while serving as an officer and/or member of the Board of Directors of the corporation.
Article VII: Amendment of By-laws
These By-laws shall be amended only by a minimum two-thirds vote of the Directors. Directors shall be notified by email or by U.S. mail, of any proposed By-law amendments at least 21 days prior to the Board meeting for this purpose. An acknowledgment of receipt of the notice shall be recorded.
The Board may only change the By-laws without a vote when said changes have been mandated by federal, state, or local authorities.
Article VIII: Dissolution
The corporation may only be dissolved by a minimum three-quarters vote of the Directors. Directors shall be notified either by email or by U.S. mail, of any proposed dissolution at least 21 days prior to the Board meeting for this purpose. An acknowledgment of receipt of the notice shall be recorded.
Upon the dissolution of this organization, after paying or adequately providing for the debts and obligations of the Organization, the remaining assets shall be distributed to SIM Kenya for the benefit of OneLife Africa, which qualifies for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue 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 of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.