Bridge Ministries Bylaws
Bridge Ministries Inc.
Incorporated January 26, 2006
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 Bridge Ministries is located in Carson City, Nevada (USA) and our mission is to comfort and encourage needy children in third world countries, by meeting their basic physical needs, to provide resources for the Christian education of those children so they might one day be able to meet their own needs, and to build relationships on both sides of our bridge that will support the local believers and equip us to be witnesses for Jesus Christ.
The organization is established to facilitate and coordinate fundraising and the forwarding of donor finances used for the support of Christian mission projects in third world countries. The organization also exists for the purpose of providing research and planning of aid projects for the needy in those countries.
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 the Board shall be a minimum of five (5) and a maximum of twelve (12). The Board shall consist of a Chairman, a Secretary, a Treasurer, and at least two Directors at Large. 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, except founding members described below. No limit is herein placed on the number of terms or positions a person may serve. Terms begin April 1. Half or just under half (if an odd number) of the founding board of director’s term, shall run for two years and the remaining of the founding board shall run for three years so as to provide staggered terms. The determination shall be determined by random draw. Any additional board members shall be added at terms so as to provide equal or near equal numbers on each stagger. The founding members of the board are, Don Bauman, Patti Romanelli, Vic Marques, Bo Lundy, JoLynne Lundy, Mary Weigel, Gary Weigel, Greg Burns, Jeannie Burns, and Eric Class.
Section 4. Elections: The Board of Directors shall be elected by a majority vote of the members, as defined in Section 5 of Article V. Voting shall be conducted in person. No proxy voting shall be allowed. Elections shall be held in a timely fashion so that Directors may take office on April 1 after each election. The membership shall be notified either by publication on the organization website, or by mail, of elections at least 20 days prior to an election.
Section 5. Board of Director Nominee Qualifications: Nominees for Board of Director positions shall meet the qualifications of a member as defined in Section 5 of Article V. A nominee review committee shall consist of the Board of Directors not up for election. Nominees may be asked to provide the committee a letter from their pastor recommending them as a qualified person to sit on the board. 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 to be placed on the ballot.
Section 6. Vacancies: In the event an elected Director’s position on the Board becomes vacant, the remaining Directors may choose to shift those responsibilities among themselves or appoint a member of the organization, as defined in Section 5 of Article V, to fill the vacancy for the remainder of the term.
Section 7. Delegation: The Board may delegate to one or more of the organization’s members such powers and duties as it may deem appropriate and proper.
Section 8. Voting: Each Director shall have an equal vote on all matters coming before the Board. In the event of a tie vote, the Chairman will make the final decision.
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. Recall: A recall election for a Director will be held when a petition signed by 25% of the total members, as defined in Section 5 of this article, is presented to the Board. The Board shall validate the signatures on the petition.
Section 11. Removal of director by the Board: In the event the Board determines a Director is not performing the duties for which that Director was elected or no longer meets the qualifications as defined in Section 5 of this article, that Director can be removed upon a unanimous vote of those present not counting the director under consideration for removal.
Section 12. Editorial Policy: The editorial direction of newsletters, website content or any printed materials originating from members, on the organization’s behalf, shall be subject to the review and approval of the Board.
Article IV: Meetings
Section 1. Quorum: The quorum for all meetings of the Board shall be one
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 time and places decided by the Board. The general membership shall be notified of such meetings in a timely fashion. Special meetings of the Board may be called by the Chairman 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 V: Members
Section 1. Membership: The defined membership below entitles one to membership privileges as defined within these bylaws. Membership in the organization shall be available to anyone who fulfills all of the following:
- Professes to be a born-again follower of Christ.
- Endorses the organization’s mission statement.
- Has either made a financial contribution to the organization or attended two or more meetings in the preceding twelve months.
- 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, verbal, 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 and from where He is coming again personally, bodily and visible to this earth to set up His kingdom of righteousness and peace. 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. As He places believers into the Body of Christ, He also gives them spiritual gifts, to be used in love and for the purpose of edifying the Body and winning non-believers. He also fills and empowers the believer in response to confession of sin and yieldedness.
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, which is a separation from God. Now all human beings are born with sinful natures and are separated from the life of God therefore all human beings 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 true salvation will result in a Christian desiring to grow in spiritual maturity through obedience to the Word of God and faith in the indwelling of the Holy Spirit.
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. We believe that Jesus Christ is the Lord and Head of the Church and that every local church has the right under Christ, to decide and govern its own affairs. We believe the local church is a body of believers in Christ who gather to build believers to maturity through worship, instruction, fellowship, service and who scatter to proclaim salvation through Jesus Christ. We believe that water baptism and the Lord’s Supper are ordinances to be observed by the Church during this present age. They are, however, not to be regarded as a means of salvation.
We believe in the personal, premillennial and imminent coming of our Lord Jesus Christ. This is the believer’s blessed hope and is a vital truth, which is an incentive to holy living and faithful service. We believe that there will be a time of judgment of the whole earth known as the Tribulation. This period will be climaxed by the return of Christ to the earth at which time Satan will be bound, the curse will be lifted from the earth and Jesus will reign for 1000 years. We believe in the bodily resurrection of the dead: of the believer to everlasting blessedness, fellowship and joy with the Lord; of the unbeliever to judgment at the Great White Throne Judgment and because of his or her persistent rejection of Christ in this present life, everlasting conscious punishment, separated forever from God.
The Board reserves the right to refuse or revoke membership to/from any person it deems has not fulfilled any of the above four qualifications.
Section 2. Rights and Privileges: Members of the organization shall enjoy all the rights and privileges of membership in the organization, as established by the Board. Members may participate in all scheduled activities of the organization. Each membership is accorded one vote in matters put to a vote of all members.
Section 3. Membership List: The membership list shall not be made available to outside entities.
Section 4. Member Access: Members shall have access to a copy of these bylaws and to a copy of the corporate policies and procedures.
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 VII: Dissolution
The corporation may only be dissolved by a majority vote of the membership in attendance at a noticed and scheduled meeting. The membership shall be notified either by publication on the organization website, or by mail, of any proposed dissolution at least 25 days prior to the board and membership meeting. 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 Compassion Canada 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.