By Laws
BYLAWS OF PROGRESSIVE COMMUNITY CHURCH OF STOCKTON, INC.
A CALIFORNIA NONPROFIT CORPORATION
ARTICLE ONE
The name of this corporation is Progressive Community Church of Stockton, Inc.
ARTICLE TWO
The principal office of this corporation is located at 2820 South B Street, Stockton,
CA 95206.
ARTICLE THREE
MEMBERSHIP
Progressive Community Church of Stockton, Inc. has no members.
Note: Members of the congregation are not considered members of the corporation
ARTICLE FOUR
DIRECTORS
1. The authorized number of directors of this corporation shall be at least nine (9)
2. The directors shall serve one (1) year terms until his successor is appointed by the Board of Directors.
3. Except as otherwise provided in the articles of incorporation or by law, the powers of this corporation shall be exercised, its properties controlled, and its affairs conducted by the Board of Directors, which may delegate the performance of any duties or the exercise of any p owers to such officers and agents as the Board may designate by resolution.
4. A. Whenever a vacancy exists on the Board of Directors, the vacancy shall be filled by a majority of the remaining directors at a special meeting of the Board. Any person designated to fill the vacancy of a director shall have the same qualifications required of the director whose office was vacated.
B. Any person designated to fill a vacancy in the Board of Directors shall hold office for the unexpired term of his predecessor in office, subject to the power of removal contained in the Church Operations Manual
5. No member of the Board of Directors shall receive any compensation from the corporation.
6. A. Meetings shall be held at the principal office of the corporation.
B. Monthly meetings shall be held on the 1st Saturday of each month, unless that day falls on a legal holiday, in which case the meeting shall be held as prescribed by the Board of Directors.
C. The President may, as deemed necessary and appropriate, call a special meeting of the Board.
D. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. However, if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting without further notice.
E. Except as otherwise provided in these bylaws, or by law, the act of a majority of directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.
F. All meetings of the Board of Directors shall be governed by Robert’s Rules of Order. However, Robert’s Rules of Order. shall never supersede the Bible.
7. The directors of this corporation shall not personally be liable for its debts, liabilities, or other obligations.
ARTICLE FIVE
OFFICERS
1. The officers of the corporation shall be a President, a Vice-President, a Secretary, a Treasurer, and such other officers elected in accordance with the provisions of this article. The Board of Directors may elect such other officers as it deems desirable. Such officers shall have the authority to perform the duties prescribed by the Board of Directors. Any two or more offices may be held by the same person.
2. The officers of this corporation shall be appointed by the President and approved by the Board of Directors. All officers shall hold office until a successor is appointed by the Board of Directors.
3. Any officer may be removed by the President and approved by Board of Directors when in its judgment the interest of the corporation would be best served by such removal.
4. A vacancy in any office, due to death, resignation, removal, disqualification, or otherwise, may be filled by appointment by the President and approval by the Board of Directors for the unexpired portion of the term.
5. The President shall: A. Be the Chief Executive Officer of the corporation, and shall exercise general supervision and control over all activities of the corporation.
B. Preside at all meetings of the directors.
C. Acts as Secretary of the meeting and has no more than one (1) vote. Board of Directors runs the church.
D. Sign, with the secretary or other officer authorized by the Board of Directors, except in cases where the signing and execution of such instruments have been expressly delegated by the Board of Directors, by these bylaws, or by law to some other officer or agent of the corporation.
E. Perform all duties incident to the office of President, and those duties prescribed by the Board of Directors.
6. In the absence of the President or in the event of the President’s inability or refusal to act, the
Vice-President shall perform the duties of thePresident. When so acting, the Vice-President shall have all the powers of, and be subject to all restrictions on the President. The Vice-President shall perform such additional duties assigned by the President or by the Board of Directors.
7. The Treasurer shall:
A. Be the Chief Financial Officer and, if required by the Board of Directors shall give a bond for the faithful discharge of duties in a sum and with such sureties as the Board of Directors or trustees deem appropriate.
B. Have charge and custody of and be responsible for all funds and securities of the corporation.
C. Receive and give receipts for moneys due and payable to the corporation from any source, and shall deposit all such moneys in the name of the corporation in those banks, trust companies, or other depositories selected by the Board of Directors.
D. Perform all duties incidental to the office of Treasurer and such other duties assigned by the President or by the Board of Directors.
8. The Secretary shall:
A. Keep the minutes of meetings of the Board of Directors in one or more books provided for that purpose.
B. See that all notices are given in accordance with these bylaws or as required by law.
C. Be custodian of the corporate records and seal of the corporation.
D. Keep a book containing all the names and addresses of the directors of the corporation.
E. Exhibit, at all reasonable times and on demand, the corporate bylaws, other corporate records to any director of the corporation, to any agent of such directors, or to any person or agency authorized by law to inspect them.
ARTICLE SIX
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
1. The President and Board of Directors may, by resolution duly adopted, authorize any officer or agent of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name and on behalf of the corporation. Such authority may be general, or may be confined to specific instances.
2. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise of any property for the general and specific charitable purposes of the corporation.
3. All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors select.
4. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by any person as duly authorized by resolution of the Board of Directors. In the absence of such determination, such instruments shall be signed by the Treasurer and countersigned by the Vice-President of the corporation.
ARTICLE SEVEN
MISCELLANEOUS
1. The corporation shall prepare and maintain correct and complete books and records of account and shall also keep minutes of the meetings of the Board of Directors. All books and records of the corporation may be inspected at any reasonable time by any director, the agent or attorney of any director, or upon written request of any member of the Congregation.
2. The fiscal year of the corporation shall end on December 31 in each year.
ARTICLE EIGHT
AMENDMENTS
The bylaws of this corporation may be amended or added to or new bylaws may be adopted by a resolution of the Board of Directors.
CERTIFICATE OF SECRETARY
I, ______________________________________, certify under penalty of perjury under the laws of the State of California that the following information is true and correct.
I am the duly appointed Secretary of the Progressive Community Church of Stockton, Inc., a California nonprofit corporation, that the above bylaws, consisting of Articles One through Eight, are the amended bylaws of this corporati on as duly adopted by the Board of Directors.
Executed at Stockton, California on
___________________________ , 2011
__________________________________
Secretary