|
|
|
MIM's Bylaws |
 |
 |
|
|
Offices Section 1. Principal Office The principal office of the corporation is located in Madison County, State of Indiana. Section 2. Change of Address The designation of the county or state of the corporation’s principal office may be changed by amendment of these bylaws. The board of directors may change the principal office from the one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws: New Address:________________________________________________________________Date:_____________________________ New Address:________________________________________________________________ Date:_____________________________ Section 3. Other Offices The corporation may also have offices at such other places within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate. Nonprofit Purposes Section 1. IRC Section 501(c)(3) Purposes This corporation is organized exclusively for one or more purposes as specified in Section 501©(3) of the Internal Revenue Code, 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. Section 2. Specific Objectives and Purposes Our objectives are: To fully seek inclusion of it’s services, educational programs and membership to all people. It’s members shall not discriminate against any person, persons or group based on race, disability, creed, religion, or lack thereof, sexual orientation or in requirements for membership, its’ policies or actions. To establish a national network of 24 hour – 365 days per year co-ed, income sharing, live/work community centers to include clearing houses, publishing services, retreat centers and think-tanks To establish a national network of co-ed, affordable shared housing cooperatives To establish an Extended Family Solutions Network (EFSN). To develop and provide creative environments of whole systems learning where the potential for total brain function may occur Our purposes are: To provide social services and personal empowerment To provide refuge, respite and diversionary services To provide a comprehensive framework of options and solutions to identified needs within the MIM's Model of Empowerment – Spiritual Spoke: To seek a spiritual experience which seeks a peaceful and/or just human experience. To explore diverse forms of spirituality To practice selfless service and non-violence. Family Spoke: To give a person a "family unit" to belong to To provide a functional support system Artistic Spoke: To encourage diverse forms of expression as a diversionary and peacemaking activity To explore and develop art cottage – industry businesses for economic development. Educational Spoke: To work through Maslow’s Hierarchy of Needs To adapt "Gandhi’s Seven Steps to Global Change" and Christ’s Two Golden Commandments to our lives And To not censure and encourage any knowledge for the purpose of benefiting ourselves and others To facilitate a person’s growth to become a peaceful, positive and productive contribution to society. Employment Options Spoke: To teach and participate in social entrepreneurism To facilitate employment Personal Adaptive Need (PAN) Spoke: To adapt to difficult people and difficult situations for the sake of peace, safety and provision of holistic solutions. Immediate Physical Needs (Food, Clothing, Shelter) Spoke: To provide sustenance needs as the foundation of our mercy/social-service and empowerment work. Mental Health Professional Services Spoke: To create awareness of potential mental health issues To include a "back door" approach to referring our members to services And To provide outreach services which connect social service providers to each other and to those needing/seeking services To engage in collaborative community efforts To collaborate with National Alliance on Mental Illness (NAMI) to address stigma and discrimination of people with mental illness To establish a foundation which grants musical instruments, art resources and fees for music and art resources for diversionary activities and potential economic sustainability of Mercy International Ministry’s, its members and who it serves To seek and grant seed money for social enterprises and economic development for our members, county its members reside in and who it serves To allow ourselves to engage in activities related it our specific objectives and purposes so we may remain flexible and adaptable to the needs of those we serve. Directors Section 1. Number The corporation shall have six directors, also known as officers – President, Vice President, Secretary, Treasurer, MEED Advocate and Outreach Director. Collectively they shall be known as the board of directors. Section 2. Qualifications Directors shall be of the age of majority in this state. Other qualifications for directors of this corporation shall be as follows: A minimum of one, not to exceed two to have professional mental health education and experience and/or social work education and experience; a minimum of one, not to exceed three, to have been challenged by the MEED State of Being and are either addressing the challenge/s now or have addressed it and are now in a state of being to help others do the same; a minimum of one artist/creative type and a minimum of one experienced entrepreneur. Section 3. Powers Subject to the provisions of the laws of this state and any limitations in the articles of incorporation and these bylaws relating to action required or permitted to be taken or approved by the members of this corporation the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors. Section 4. Duties It shall be the duties of the directors to: a. Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws; b. Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation; c. Supervise all committees chairpersons, agents and employees of the corporation to assure that their duties are performed properly; d. Meet at such times and places as required by the bylaws; e. Register their addresses with the secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices there of. f. Lend skills and knowledge by serving on committees and mentoring or facilitating the mentoring of MEED people and their families who are members of offspring affordable housing cooperatives and live/work community centers. Section 5. Terms of Office a. Each director shall hold office for a period of no more than a consecutive five years and until his or her successor is elected and qualifies. b. The initial board members shall decide an appropriate staggering process for terms. c. The incorporator of Mercy International Ministry’s, Angela Micelli Suarez, reserves the right to appoint and/or replace any board member/s by a minimum of one and no more than three members to the board of directors at her discretion. She reserves the right to make the final decision of a minimum of one and no more than three of who will serve on the board of directors at any given time. Section 6. Compensation The board of directors shall serve without compensation except for the following: a. Reasonable fees may be paid to directors for attending regular and special meetings b. They shall be allowed reasonable advancement or reimbursement of expenses incurred in the performances of their duties. c. An Executive Director may be employed by the board of directors d. Any payments to directors shall be approved in advance in accordance with this corporation’s conflict of interest policy, as set forth in Article 9 of these bylaws. Section 7. Place of Meetings Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the board of directors. Section 8. Regular Meetings Regular meetings shall be held on such dates, days and times as the initial Board of Directors shall deem appropriate and necessary. Meetings in person should be on a monthly basis. However, they can be held quarterly. If they are held less frequently than on a monthly basis, the board of directors must develop an Executive Committee. (See Article 5 Section 1) Section 9. Special Meetings Special meetings of the board of directors may be called by the chairperson of the board, the president, the vice president, the secretary, by any two directors, or if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting. Section 10. Notice of Meetings Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors: a. Regular Meetings – no notice need be given of any regular meeting of the board of directors b. Special Meetings – at least one week of each special meeting of the board. Such notice may be oral or written and may be given personally by mail, phone, or by email. It shall state the place, date, time of the meeting and the matters proposed to be acted upon at the meeting. In the case of email, the director to be contacted shall acknowledge personal receipt of the email notice within 48 hours by a return email or telephone call. c. Waiver of Notice – Whenever any notice of a meeting is required to be given to any director of this corporation under provision of the articles of incorporation, these bylaws, or the law of this state a waiver of notice in writing signed by the director, whether before or after the time of the meeting shall be equivalent to the giving of such notice. Section 11. Quorum for Meetings A quorum shall consist of not less than one third of the members of the board. For the quorum to be reached for the board of directors, the MEED Advocate Director must be included. Except as otherwise provided under the articles of incorporation, these bylaws or provisions of the law, no business shall be considered by the board, or other member meetings. at any meeting at which the required quorum is not present and the only motion which the chair shall entertain at such meeting is a motion to adjourn. Section 12. Majority Action as Board Action Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the articles of incorporation, these bylaws, or the provisions of law require a greater percentage or different voting rules for approval of a matter of the board. Section 13. Conduct of Meetings The initial meetings of the board of directors shall be presided over by the chairperson of the board, or, if no such person has been designated, or in his or her absence, the president of the corporation, or in his or her absence, by the vice president of the corporation, or in the absence of each of these persons, by a chairperson chosen by the majority of the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting. The conduct of meetings may remain the same as stated above, or may be approved for change at the initial meeting of the board of directors with a two-thirds majority vote. Section 14. Vacancies Vacancies of the board of directors shall exist (1) on the death, resignation or removal of any director and (2) whenever the number of authorized directors is increased. Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of the state. Directors may be removed from office as permitted by and in accordance with the laws of this state. Unless otherwise prohibited by the articles of incorporation, these bylaws or provisions of law, vacancies on the board may be filled by approval by the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the board of directors or until his or her death, resignation or removal from office. Section 15. Non-liability of Directors The directors shall not be personally liable for the debts, liabilities or other obligations of the corporation. Section 16. Indemnification by Corporation of Directors and Officers The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state. Section 17. Insurance for Corporate Agents Except as may be otherwise provided under provision of law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws or provisions of law. Officers Section 1. Designation of Officers The officers of the corporation shall be a president, a vice president, a secretary, a treasurer, a MEED Advocate and an Outreach Director. The corporation may also have other such officers with such titles as may be determined from time to time by the board of directors. Section 2. Qualifications Any person may serve as officer of this corporation. Section 3. Election and Term of Office Officers shall be elected by the board of directors. Each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. Section 4. Removal and Resignation Any officer may be removed either with or without cause by the board of directors at any time. Any officer may resign at any time by giving written notice to the board of directors or to the president or secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superceded by any conflicting terms of a contract which has been approved or ratified by the board of directors elating to the employment of any officer of the corporation. Section 5. Any vacancy caused by the death, resignation, removal, disqualification or otherwise of any officer shall be filled by the board of directors. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine. Section 6. Duties of President The president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, supervises and controls the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the articles of incorporation, and by these bylaws or which may be prescribed from time to time by the board of directors. Unless another person is specifically appointed as chairperson of the board of directors, the president shall preside at all meetings of the board of directors and facilitate any and all mandatory and regularly scheduled meetings of the members of this corporation, and/or appoint a representative of his or her choosing at his or her discretion. Section 7. Duties of Vice President In the absence of the president, or in the event of his or her inability or refusal to act, the vice president shall perform all the duties of the president and when so acting shall have all the power of, and be subject to all the restrictions on, the president. The vice president shall have other powers and perform such duties as may be prescribed by law, by the articles of incorporation, or by these bylaws, or as may be prescribed by the board of directors. Section 8. Duties of Secretary The secretary shall: a. Certify and keep at the principal office of the corporation the original, or a copy, of these bylaws as amended or otherwise altered to date. b. Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof. c. See that all notices are duly given in accordance with the provisions of these bylaws or as required by law. d. Be custodian of the records and of the seal of the corporation and affix the seal as authorized by the law or the provisions of these bylaws, to duly executed documents of the corporation. e. Keep at the principal office of the corporation a membership book containing the name and address of each and any members and in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. f. Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorneys on request thereof, the bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation. g. In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors. Section 9. Duties of Treasurer The Treasurer shall: a. Have charge and custody of and be responsible for all funds and securities of the corporation and deposit all such funds in the name of the corporation in such banks trust companies or other depositories as shall be selected by the board of directors b. Receive and give receipt for monies due and payable to the corporation from any source whatsoever c. Disburse or cause to be disbursed the funds of the corporation as may be directed by the board of directors taking proper vouchers for such disbursements d. Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses e. Exhibit at all reasonable times the books of account and financial records to any director of the corporation or to his or her agent or attorney to request thereof. f. Render to the president and directors whenever requested an account of any or all of his or her transactions as treasurer and or the financial condition of the corporation. g. Prepare or cause to be prepared and certify or cause to be certified the financial statements to be included in any required reports. h. In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the articles of incorporation of the corporation or by these bylaws or which may be assigned to him or her from time to time by the board of directors. Section 10. Duties of MEED Advocate The MEED Advocate shall: a. Personally investigate and report, and/or delegate a representative to investigate and report, to the board any issue/s brought to the boards’ attention in regard to any Personal Adaptive Need (PAN) case or situation. b. Report, or delegate a representative to report, any issue affecting or could potentially affect the MIM’s Corporations’ sustainability in regard to any Personal Adaptive Need (PAN) case or situation. c. Have the authority to call special meetings of time sensitive nature in regard to any PAN case or situation. d. Act as and/or delegate others to act as advocate for any MEED’s person and or family. e. In general, perform all duties incident to the office of MEED Advocate and such other duties as may be required by law, by the articles of incorporation of the corporation or by these bylaws or which may be assigned to him or her from time to time by the board of directors. Section 11. Duties of Outreach Director The Outreach Director shall: a. Personally create an outreach plan from MIM’s Corporation into the community at large of the county and state of Indiana, nationally and globally. b. Personally chair, direct and participate within the initial committee of outreach with the initially created outreach plan. c. Continue to direct all outreach efforts. d. In general, perform all duties incident to the office of Outreach Director and such duties as may be required by law, by the articles of incorporation of the corporation or by these bylaws or which may be assigned to him or her from time to time by the board of directors. Section 12. Compensation The salaries of the officers, if any, shall be fixed from time to time by resolution of the board of directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to the corporation. All officer salaries shall be approved in advance in accordance with this corporation’s conflict of interest policy as set forth in Article 9 of these bylaws. Committees Section 1. Executive Committee The board of directors shall designate an Executive Committee consisting of three board members to include a MEED Advocate Director and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted and, except as may otherwise be provided, by provision of law. By a majority vote of its members, the board may at any time revoke or modify any or all of the executive committee authority so delegated, increase or decrease, but must maintain an Executive MEED Advocate Director. The executive committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require. Section 2. Other Committees The corporation shall have such committees as may from time to time be designed by resolution of the board of directors. These committees may consist of persons who are or who are not also members of the board and shall act in an advisory capacity to the board. However, final decision making authority lies with the Mercy and Justice Council, when issues have been brought through the appropriate channels of operation. Initial standing committees shall be: a. Advisory Council – the Advisory Council shall include twelve advisors to the board of directors. Four advisors shall be members of offspring affordable housing cooperatives and/or live/work community centers; four shall be family members and/or friends of offspring affordable housing cooperatives and/or live/work community centers; one shall be a spiritual guide willing and able to use universal laws; one shall be an experienced and financially prosperous artist of any medium; one shall be an experienced and financially prosperous business entrepreneur; and one shall be a member of any NAMI (National Alliance for Mental Illness) affiliate within the state of Indiana. b. Conflict and Resolution Team – the Conflict and Resolution Team is to be activated when a conflict is beyond resolution by SHM’s, CCCM’s, MIM’s corporation members and/or staff. c. Mercy and Justice Council – the Mercy and Justice Council shall include three Council Members. One shall be the MEED Advocate Director of the board of directors; one shall be a member of Madison County, Indiana with no immediate affiliation with Mercy International Ministy’s, any of its offspring affiliate and/or subsidiary affordable housing cooperatives and/or live/work community centers and one shall be designated by the initial board of directors. d. ABOW Force Committee – the ABOW Force Committee shall include eight members willing and able to coordinate fundraising events and social activities. e. Crises Intervention Team (CIT) – the CIT shall include two teams of Guiding Anchors from Mercy International Ministry’s offspring of affordable housing cooperatives and/or live/work community centers, one Program Coordinator, one professionally trained and experienced mental health worker and one professionally trained and experienced social worker. This team is only to be activated for emergency and life threatening situations. f. Spokes Committee – the Spokes Committee shall include eight members; each member is to be experienced in the area of the spoke of the MIM’s Model of Empowerment which they are included as an advisor. This committee of eight is to chair and develop their specific spoke committee (i.e. Education Spoke Committee, etc.). Section 3. Meetings and Actions of Committees Meetings and actions of committees shall be governed by, noticed, held and taken in accordance with the provisions of these bylaws concerning meetings of the board of directors, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the board of directors or by the committee. The board of directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws. Execution of Instruments, Deposits, and Funds Section 1. Execution of Instruments The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. Section 2. Checks and Notes Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the corporation shall be signed by the treasurer and countersigned by the president of the corporation. Section 3. Deposits All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select. Section 4. Gifts The board of directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the nonprofit purposes of this corporation. Corporate Records, Reports, and Seal Section 1. Maintenance of Corporate Records The corporation shall keep at its principal office: a. Minutes of all meetings of directors, committees of the board and if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, notice given and the names of the present and the proceedings thereof b. Adequate and correct books and records of accounts of its properties and business transactions and accounts of assets, liabilities, receipts, disbursements, gains and losses. c. A record of its members indicating their names and addresses and the level of membership held by each member and the termination date of any membership d. A copy of the corporation’s articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members of the corporation at all reasonable times during office hours. Section 2. Corporate Seal The board of directors may adopt, use and at will alter a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument. Section 3. Director’s Inspection Rights Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation, and shall have such other tights to inspect the book, records and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws and provisions of law. Section 4. Members’ Inspection Rights Each and every member shall have the following inspection rights for a purpose reasonably related to such person’s interest as a member: a. To inspect and copy the record of all members’ names, addresses and voting rights. To inspect and copy the record of all members' names, addresses, and voting rights at reasonable times, upon written demand on the secretary of the corporation, which demand shall state the purpose for the inspection rights are requested. b. To obtain from the secretary of the corporation, upon written demand on and payment of a reasonable charge to the secretary of the corporation a list of names, addresses, and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available within a reasonable time after the demand is received by the secretary of the corporation or after the date specified therein as of which the list is to be compiled. c. To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the secretary of the corporation by the member, for a purpose reasonably related to such person's interests as a member. Members shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law. Section 5. Right to Copy and Make Extracts Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts. A reasonable fee may be charged to the person, agent or attorney for the cost incurred from making copies and/or extractions. Section 6. Periodic Report The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members of this corporation to be prepared and delivered within the time limits set by law. IRC 501 (c) (3) Exemption Provisions Section 1. Limitations on Activities No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any 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 )b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. Section 2. Prohibition Against Private Inurement No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation. Section3. Distribution of Assets Upon the dissolution of this corporation, its assets remaining after payment, or provision for payments, of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state. Section 4. Private Foundation requirements and Restrictions In any taxable in which this corporation is a corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code. Conflict of Interest and Compensation Approval Policies Section 1. Purpose of conflict of Interest Policy The purpose of this conflict of interest policy is to protect this tax-exempt corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in possible "excess benefit transaction" as defined in Section 4958©(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Section 2. Definitions a. Interested Person – Any director, principle officer, member, member of a committee with governing powers or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulation who has a direct or indirect financial interest as defined below is an interested person. b. Financial Interest – A person has a financial interest if the person has directly or indirectly through business, investment or family: 1. An ownership or investment interest in any entity which the corporation has a transaction arrangement 2. A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or 3. A potential ownership or investment interest in or compensation arrangement with an entity or individual with which the corporation is negotiating a transaction or arrangement. Compensation includes direct or indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. Section 3. Conflict of Interest Avoidance Procedures a. Duty to Disclose – In connection with any actual or possible conflict, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. b. Determining Whether a Conflict of Interest Exists – After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. c. Procedures for Addressing the Conflict of Interest – An interested person may make a presentation to the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the governing board or committee shall if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposal to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement. d. Violations of the Conflicts of Interest Policy – If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If after hearing the member’s response and after making further investigations as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Section 4. Records of Board and Board Committee Proceedings The minutes of meetings of the governing board and all committees with board delegated powers shall contain: a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed. b. The names of the persons who were present for discussions and votes relating t the transaction or arrangements, the content of the discussion, including any alternatives to the proposed transaction or arrangement and a record of any votes taken in connection with the proceedings. Section 5. Compensation Approval Policies A voting member for services is precluded from voting on matters pertaining to that member’s compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly, or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation. No voting member of the governing board or any committee whose jurisdiction includes compensation matters who receives compensation, directly, or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. When approving compensation for directors, officers and employees, contractors and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures: a. the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation, b. all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 5.3.4958-6 (c) (iii), which generally requires that each board member or committee member approving a compensation arrangement between the organization and a "disqualified person" (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by section 5.3.4958-3 of the IRS Regulations): 1. is not the person who is the subject of the compensation arrangement, or a family member of such person; 2. is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement 3. does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement 4. has no material financial interest affected by the compensation arrangement; and 5. does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member. c. the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following: 1. compensation levels paid by similarly situated organizations, both taxable and tax exempt, for functionally comparable positions. " Similarly situated" organizations fare those of a similar size, purpose and with similar resources 2. the availability of similar services in the geographic area of this organization 3. current compensation surveys compiled by independent firms 4. actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement. As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three compatible organizations in the same or similar communities for similar services. d. the terms of compensation arrangement and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include: 1. the terms of the compensation committee who were present during debate of the transaction, those who voted on it and the votes cast by each board or committee member 2. the members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and votes cast by each bard or committee member 3. the compatibility data obtained and relied upon and how the data was obtained 4. If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination 5. If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting 6. any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement). 7. The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangement. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee. Section 6. Annual Statements Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: a. has received a copy of the conflicts of interest policy, b. has read and understands the policy, c. has agreed to comply with the policy, and d. understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Section 7. Periodic Reviews To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s-length bargaining. b. Whether partnerships, joint ventures and arrangements with management organizations conform to corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in Inurement, impermissible private benefit, or in an excess benefit transaction. Section 8. Use of Outside Experts When conducting the periodic reviews as provided for in Section 7, the corporations may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted. Amendment of Bylaws Section 1. Amendment Subject to the power of the members of this corporation to adopt, amend, or repeal the bylaws of this corporation and except as may otherwise be specified under provision of law, these bylaws, or any of them, may be altered, amended, or repealed, and new bylaws adopted by approval of the board of directors. Construction and Terms If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall govern. Should any of the provisions and portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding. All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation. All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code. Members Section 1. Determination and Rights of Members The corporation shall have four classes of members. The classes are: Founding Class Members, Mercy International Ministry’s (MIM’s) Corporate Class Members, MIM’s Place of Community Cooperative Class Members and MIM’s Affiliate Class Members. a. Founding Class Members include members from May 28, 2006 through December 4, 2006. b. Members within the MIM’s Corporate Membership include: board members, other directors and any other corporate members included by the board of directors. c. Members within the MIM’s Place of Community Membership include: Intentional Neighbor Members (INM’s); Shared Household Members (SHM’s) which include Visiting Members, Novice Members, and Communal Community Center Members (CCCM’s). d. MIM’s Affiliate Class Members include shared households and community center members who network with MIM’s, but are not a part of MIM’s Place of Community Cooperative, nor are they a subsidiary of MIM’s Corporation. No member shall hold more than one membership within each class of membership. Within the MIM’s classes of membership, except as expressly stated in or authorized by the articles of incorporation, the bylaws of this corporation, or the provisions of law, all memberships shall have the same rights, privileges, restrictions and conditions. Section 2. Qualifications of Members are as follows: a. Founding Class Membership status qualifications are: 1. to have first hand experience of the mentally, emotionally and economically disadvantaged (MEED) State of Being 2. were the earliest members of the first cooperative shared household now known as the of Pearl House of Peace 3. were the earliest members who contributed to the prototype systems of operation of the Pearl House of Peace within MIM’s Place of Community Cooperative 4. reside within coop shared households and/or community centers b. MIM’s Corporate Class, MIM’s Place of Community Cooperative Resident and Coop Owner Class of membership, and all CCC Members past their Novice membership status qualifications are: 1. to have first hand experience of the mentally, emotionally and economically disadvantaged (MEED) State of Being and/or have experienced, or in the process of experiencing MIM’s MEED Training a) 720 hours (30 days / 24 hours) of a MEED shared household b) Not allowed to have or spend any previous money earned elsewhere or borrow from family or any previous friends c) Arrive at house with no clothes, except what their wearing. Clothes must be given from clothing banks or household members. d) Food consumed must be given and not bought e) Volunteer with another community organization as a family helper/advocate of a MEED person and / or family 2. to have a working understanding of MIM’s Model of Empowerment 3. to be a graduate of MIM’s Empowerment Academy 4. to be aware of and are actively working Maslow’s Hierarchy of Needs 5. to be aware of and are committed to a daily lifestyle of Gandhi’s Seven Steps to Global Change of a) Selfless service b) Right and fair labor c) Non-violence d) Conciliation e) Share in government f) Re-education g) Sharing of resources 6. to be committed to and engaged in peacemaking activities 7. to be committed to and engaged in making a difference in people’s lives by showing mercy in practical ways and unconditionally loving all people equally. Love God/s, a higher power, however or whatever you perceive God/s to be. 8. to have the knowledge, skills, ability and any credentials required by law c. MIM’s Place of Community Cooperative Novice Class of membership status qualifications are: 1. to have first hand experience of the mentally, emotionally and economically disadvantaged (MEED) State of Being 2. to be actively learning how the MIM’s Model of Empowerment works; and to be in the process of applying it to daily living 3. to be attending classes via in person, by audio, and/or video in the MIM’s Empowerment Academy . 4. to be committed to a seeking a lifestyle of peacemaking 5. to be committed to the idea of giving and receiving mercy and love by all people equally; to be seeking and acknowledge God/s, a higher power – however or whatever you perceive God/s to be. 6. to be willing and able to gain knowledge and skills and share the gained knowledge and skills with others d. MIM’s Place of Community Cooperative Visitor Class of membership status qualifications are: 1. to have first hand experience of the mentally, emotionally and economically disadvantaged (MEED) State of Being 2. to be willing and able to learn about the MIM’s Model of Empowerment 3. to be willing and able to attend classes via in person, by audio, and/or video in the MIM’s Empowerment Academy 4. to be willing to seek a life of peace and non-violence 5. to be willing to share resources 6. to be open to the idea of the existence of God/s, a higher power – however or whatever you may perceive God/s to be. 7. to be willing and able to gain knowledge and skills e. MIM’s Affiliate Class of membership status qualifications are: 1. to embrace, be willing and able to support and empower MEED people and their families 2. to be willing to seek a life of peace and non-violence 3. to be willing to share resources Section 3. Admission of Members Applicants shall be admitted to each class of membership upon successful completion of each level of requirements. a.. Each applicant must apply in writing. b. In general, successfully complete all requirements incident to the membership status applying to and such other requirements as may be required by law, by the articles of incorporation of the corporation, by these bylaws or which may be assigned to him or her from time to time by the board of directors or any other/s which the board of directors may delegate to assign any other requirements. Section 4. Fees and Dues a. There are to be no fees or dues charged for making application for membership in the corporation. However, all successor organizations and/or businesses shall be required to give 10% of gross earnings to the parent corporation Mercy International Ministry’s to be used as an internal fundraising mechanisms. b. As a member of a shared household and / or community center, a monthly fee and / or a barter arrangement of community service is expected. c. Each shared household and / or community center sets its’ own fees and dues expected from its members for it’s’ operations independent of MIM’s Corporation. However, as cooperative SHM’s and / or CCCM’s a 10% monthly fee of each of its gross incomes is due to the MIM’s Place of Community Cooperative shared purse. d. As a member of the prototype shared household of Pearl House of Peace of the MIM’s Place of Community Cooperative, a $150.00 per month and / or a barter of community service is expected. This fee can be adjusted by consensus of the voting members of the Pearl House of Peace. e. There are no annual fees and / or dues payable to the corporation by its members. f. Any and all fees and / or dues are subject to change by consensus of all voting members of MIM’s Place of Community Cooperative. Section 5. Number of Members There is no limit on the number of members the corporation may have. Section 6. Membership Book The corporation shall keep a membership book containing the name, and if available, the addresses and e-mail addresses of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination, reason of termination and conditions, if any, of re-instatement of membership. Such book shall be kept at the corporation’s principal office and a copy of the membership any place members deem necessary for efficient operation. Section 7. Non-liability of Members A member of this corporation is not, as such, personally liable for the debts, liabilities or obligations of the corporation. Section 8. Special Circumstances and Transferability of Memberships a. If an individual Coop Owner Member were to suffer from a debilitating physical, emotional, or mental condition that required that person to relinquish both his/her leadership duties and his/her part of the controlling interest of the MIM’s Place of Community Cooperative, then a previously named successor shall therefore take over operational duties in the original owner’s place until that individual is seen fit by an evaluation to return to his/her original position of leadership and operational control. This evaluation shall be made both by an accredited third-party, as well as a consensus decision by the other SHM’s of the cooperative. The individual in question shall retain full decision-making rights in regards to general operational well-being of the cooperative; however, these decisions shall be ratified through a consensus decision of the cooperative members in this special circumstance. b. Upon the death of an individual Coop Owner Member, the successor shall retain controlling interest and operational duties, until a special consensus vote can be made whether to grant full membership status, at what level of class of membership and any other specific details regarding this special circumstance and potential transfer of membership. c. Criteria for the transfer of membership from the MIM’s Place of Community Cooperative, Anderson, Indiana to another MIM’s Cooperative in another state will be developed as MIM’s Corporation expands its advocacy efforts and other out of the state of Indiana offspring cooperatives are established. d. No other provisions are made for transfer of memberships. Section 9. Termination of Membership The membership of a member shall terminate upon the occurrence of any of the following events: 1. Upon his or her notice of such termination delivered to the president or secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail. 2. Upon the failure to renew his or her membership by paying expected fees, dues and / or bartered community service on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the secretary of the corporation. A member may avoid such termination by paying the amount delinquent and / or performing amount of community service within a thirty (30) day period following the member’s receipt of the written notification of delinquency. 3. After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the board of directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation. Any person expelled from the corporation shall receive a refund of dues already paid for the current dues period. All rights of a member in the corporation shall cease on termination of membership as herein provided. 4. Cooperative Owners within any specific cooperative shared household may potentially purchase their cooperative household property from the MIM’s Corporation cooperative of their state of residence. Upon purchase, all cooperative memberships would be terminated, or they may continue as Affiliate Members. a. MIM’s Corporation Cooperative has the right to refuse application, if it is not in the best interest of the MIM’s Corporation Cooperative. b. Cooperative owners must prove to the MIM’s Corporation Cooperative their ability to economically and organizationally sustain their cooperative independently. Meetings of Members Section 1. Place of Meetings Meetings of members shall be held at the principal office of the corporation or at such place or places as may be designated from time to time by resolution of the board of directors. Section 2. Regular Meetings 1. A regular meeting of the initial board of directors shall come together for the purpose of electing board of directors that will serve no more than five consecutive years. a. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each voting member shall cast one vote, with voting being by ballot only. b. A regular meeting of the elected board of directors shall be determined by the board of directors for the purpose of transacting business as may come before the board. 2. A regular meeting of the MIM’s Corporate Class of members shall be determined by the board of directors and the MIM’s Corporate Class of members for the purpose of transacting business as may come before the board and MIM’s Corporate Class of members. 3. A regular meeting of the Ninja Roundtable Forum SHM’s and CCCM’s of the MIM’s Place of Community Cooperative Class Members shall be held one time per month for the purpose a. to transact business as may come before the meeting b. to discuss contributions to sustainability c. to discuss ongoing conflicts and potential solutions d. to discuss future long term projects e. to create and build community with one another away from cooperative property f. to present ideals g. representatives can be voted upon by consensus, if SHM’s and CCCM’s vote by consensus to do so, to hold the monthly Ninja Roundtable Forum. 4. A regular meeting of the MIM’s Affiliate Class Members shall be determined by the MIM’s Affiliate Class of members for the purpose of transacting business as may come before the meeting. 5. A regular meeting of voting members shall come before the voting membership for the purpose of transacting business as may come before the meeting. a. Decisions will first be attempted to be made by consensus. Three meetings pertaining to the same issue will be allowed. b. If a consensus can not be made on a particular issue within three separate meetings after deliberation to come to a consensus has been allowed, the Conflict and Resolution Team shall be contacted for a solution. Their decision shall be given to the voting membership in writing. The voting membership shall be responsible to enforce said decision. Section 3. Special Meetings 1. Special meetings of the members shall be called by the boards of directors, the chairperson of the board, the president of the board of the corporation, or if different, by the persons specifically authorized under the law of this state, according to any bylaws of these articles, or any person/s assigned by the board to call special meetings. 2. Special meetings of the members of individual shared households and / or communal community centers may be called by members identified within their own cooperative agreements and constitutions at their own discretion according to their own needs and guidelines. Section 4. Notice of Meetings Unless otherwise provided by the articles of incorporation, these bylaws or provisions of law, notice stating the place, day and hour of the meeting and, in the case of special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten(10), nor more than fifty(50) days before the date of the meeting, either personally, by mail or at the direction of the president or the secretary or the persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage paid. Personal notification includes notification my telephone, by facsimile machine or by email. However, the member/s contacted by facsimile or email shall acknowledge personal receipt of the notice by a return message or telephone call within twenty-four hours of the first facsimile transmission. The notice of any meeting of members at which directors are to be elected shall also state the names of all those who are nominees or candidates for election to the board at the time notice is given. Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the articles of incorporation, these bylaws, or the law of the state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting shall be equivalent to the giving of such notice. Section 5. Quorum for Meetings A quorum shall consist of 80% of the voting members of the corporation. Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall e considered by the members at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn. Section 6. Majority Action as Membership Action Every act or decision done or made by a majority of voting members present in person at a duly held meeting at which a quorum is present, unless member/s stood aside and it was noted in the minutes, is the act of the members, and unless the articles of incorporation, these bylaws, or provisions of law require a greater number. Section 7. Voting Rights Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of directors, however, shall be by written ballot. Section 8. Action by Written Ballot Except as otherwise provided under the articles of incorporation, these bylaws or provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall: 1. set forth the proposed action 2. provide an opportunity to specify approval or disapproval of each proposal 3. indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted; and 4. shall specify the date by which the ballot must be received by the corporation in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation. Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these bylaws. Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Directors may be elected by written ballot. Such ballots for the election of director’s shall list the persons nominated at the time the ballots are mailed or delivered. Section 9. Conduct of Meetings 1. Meetings of board and corporate members shall be presided over by the chairperson of the board, or, if there is no chairperson, or in his or her absence, by the president of the corporation or, in his or her absence, by the vice president of the corporation or, in the absence of all of these persons, by a chairperson chosen by a majority of the voting members present at the meeting. The secretary of the corporation shall act as secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting. 2. Meetings of MIM’s Cooperative members shall be facilitated by a board member, corporate member, or person/s assigned by the board. Meetings shall be governed by the board of directors, or person/s assigned by the board; as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws, or provisions of law. We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and herby do, adopt the foregoing bylaws as the bylaws of this corporation. Dated: 2/22/07 Name Angela Micelli Suarez Chuck Suarez Frank Wennin John Long Dennis Mark Galloway Ben Pettigrew | Amendments to Bylaws | | MIM's Model | Chess | MEED Defined | MIM's | | Pearl House of Peace Constitution | MIM's Power Point Presentation | Positions Availiable | MIM's Articles of Incorporation | MIM's Bylaws | | Return Home | What's New | Schedule of Events | Our Services | On-line Catalog | Great Links | FAQ Page | Contact Us | Download Page | Get Help Now | |
||
 |
 |
