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OFFICIAL BYLAWS
THE WAIKIKI BEACH OUTREACH MINISTRY
P.O. BOX 88662
HONOLULU, HAWAII 96830
ARTICLE I
NAME and LEADERSHIP
1.1 This ministry is based on faith in One God and shall be known as Waikiki Beach Outreach Ministry (hereinafter identified as the "Ministry”). The Waikiki Beach Outreach Ministry reserves the name Waikiki Beach Outreach Ministry for it's own use and no other church or ministry may use that name unless authorized by charter from the Waikiki Beach Outreach Ministry.
1.2 These official bylaws are structured to identify this Ministry as a “Church without walls” and a “Church under the skies of Waikiki.” The official newsletter and additional identity shall be “Feeding the Homeless Through God’s Word.”
1.3 In accordance with protocol, the head of this church is considered the “Pastor,” but shall not be used as a title, but as a role and shepherd of the “Sheep,” as Paul used his role as an apostle of Christ Jesus after he introduced his first name.
1.4 The Founder shall be the Pastor and shall be the Permanent President unless he appoints another Pastor to act in that role during his absence.
ARTICLE II
LOCATION
2.1 The Ministry shall maintain its principal office in the City of Honolulu, State of Hawaii, or until another location may be determined by the President or the Board of Directors.
ARTICLE III
HISTORY
3.1 The Founder of the Waikiki Beach Outreach Ministry initiated the Ministry as a committee of another church to feed the homeless on Waikiki Beach July 4, 2003. The Founder established the Ministry as an independent organization and incorporated it as a domestic non-profit corporation in the State of Hawaii on March 1, 2004.
ARTICLE IV
PURPOSE
4.1 The purpose of the Ministry shall be to support, share the Good News, publish, research and teach God’s Way; and establish and maintain places of worship to build up the Body of Believers to know Father God, Yeshua the Messiah (or Christ Jesus), and the Holy Spirit. Its Mission shall be defined in another document and was originally focused on feeding the homeless and hungry physical food before we share the spiritual food of the Good News.
ARTICLE V
MINISTRY GOVERNMENT
5.1 The government of the Ministry shall be vested in a Board of Directors composed of five (5) active members, elected by the membership. All Members or the Board should comply with eldership and leadership requirements as defined in the book of Timothy in the Bible. If a Director is removed from office for any reason, the President may appoint a successor.
5.2 At the annual meeting of members of the Ministry, the successors to the Directors shall be elected to office for a term which expires at the next annual meeting of members. Directors shall hold office until their successors are qualified and chosen. Any Director appointed by the President shall serve for one year and one day, and shall have and exercise all rights and privileges given or granted to them by the bylaws.
5.3 The Directors elected by the membership shall serve for a term of two years and shall have and exercise all rights and privileges given or granted to them by the bylaws. Directors shall be elected at the annual meeting of members or at a special meeting of members called for that purpose. If there are less than five members qualified to serve on the Board, the President can, at his or her discretion, authorize a smaller Board.
5.4 Resignation, Removal of Directors, and Filling Vacancies. The office of a Director becomes vacant if the Director dies or resigns. Any Director may resign at any time by oral statement made at a meeting of the Board of Directors or in writing delivered to the Secretary, which resignation shall take effect after a meeting of the Board of Directors held to accept the resignation, and immediately after a letter has been sent to the resigning Director, confirming said resignation or at such other time as the Directors may specify.
5.5 The Board of Directors may remove any Director and thereby create a vacancy in the Board: (a) if by order of a court they have been found to be of unsound mind; (b) if within sixty days from the date of their election they do not qualify by accepting in writing their election to such office, or (c) based on new information that disqualifies that person to the qualifications of leadership as determined by the Directors.
5.6 All of the Directors, or individual Director, may be removed from office, without assigning cause, by the vote of the President, and after his death by The Board of Directors. In case of such removal, a new Director may be elected at the same meeting for the unexpired term of each Director removed. Failure to elect a Director to fill the unexpired term of any Director removed shall be deemed to create a vacancy in the Board.
5.7 The remaining Director, though less than a majority of the whole Board, may by the vote of a majority of their number, fill any vacancy in the Board for the unexpired term. Within the meaning of this section, a vacancy exists in case the members fail at any time to elect the whole authorized number of Directors.
5.8 The Board of Directors is the final authority on matters of faith or dispute within the Ministry. The Board, as a body, shall have all power and authority in matters of faith within the Ministry.
5.9 Quorum; Adjournment. A quorum of the Board of Directors shall consist of a majority of the whole authorized number of Directors; provided that a majority of the Directors present at a meeting duly held, whether or not a quorum is present, may adjourn such meeting from time to time. If any meeting is adjourned, notice of such adjournment need not be given if the time and place to which such meeting is adjourned are fixed and announced at such meeting. At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by a majority vote of those present except as in these Bylaws otherwise expressly provided.
ARTICLE VI
MEMBERSHIP
6.1.1 Associate Membership. Any person or organization in any way interested in the activities of the Ministry, who accepts Mission and the Statement of Belief, and who agrees to abide by these Bylaws, may be granted a Membership under such terms and with such privileges as the Board of Directors shall determine, excluding the right to vote on Ministry business.
6.1.2 Active Membership. Active members shall have all rights and privileges of membership including the right to vote in general church business. An Active Member may be removed from membership by a voice vote of a quorum of the Board of Directors at a special meeting.
6.2 Requirements for Active Membership
6.2.1. Any individual who is eighteen years of age or more, who agrees to abide by the Bylaws, and any other rules or requirements as established by the Board of Directors or the President, may be admitted into training for membership by acceptance of the membership application by the President (or in his absence, the Board of Directors). If such an individual is a minor, he or she must obtain parental consent to be involved.
6.2.2. If a Active member is charged by another Active member with conduct detrimental to the Ministry, and communicates this charge to the Board of Directors, the Board of Directors shall consider the matter and if it shall deem further action appropriate, shall set a time for a hearing, and shall direct the secretary to notify the member of the allegation by the most expeditious means. If the member cannot appear upon reasonable notice, another member will be appointed to represent them. Thereafter the Board of Directors shall take action as deemed proper.
ARTICLE VII
MINISTERS AND ORDINATION
7.1. To be ordained, the Ministers of the Waikiki Beach Outreach Ministry must meet the following requirements:
7.1.1. Age of majority or emancipation under state law of residence; and
7.1.2. Be an Active member of the body of Believers of Yeshua (Jesus).
7.1.3. Be recommended by other members.
ARTICLE VIII
BUSINESS MEETINGS
8.1. Meeting of the Board of Directors: The Board of Directors shall meet at least four times a year, once every 3 months, and as needed.
8.2. Special Meeting of the Board of Directors: A special meeting of the Board of Directors may be called by any Director of the Board of Directors.
ARTICLE IX
AUTHORITY AND DUTIES OF THE OFFICERS
9.1. The officers of The Ministry shall have authority and shall perform such duties as are customarily incident to their respective offices, or as may be determined by the Board of Directors, regardless of whether such authority and duties are customarily incident to such office. The officers of the Ministry and their duties shall consist of:
9.1.1. President, he or she is the leader of the Ministry; administers the business of the Ministry according to the provisions of The Articles of Incorporation and the Bylaws; acts as Chief Executive Officer of the Ministry and its auxiliaries; has general and active control of its affairs and business and general supervision of its officers, agents and employees; and shall have custody of the treasurer's bond, if any. The Founder shall act as the Charter President and Pastor, until another is chosen, and shall be a permanent member of the Board of Directors.
9.1.2. Vice President. The vice president shall be elected by the Board of Directors and shall:
(a) assist the president; and
(b) shall perform such duties as may be assigned to him or her by the Board of Directors.
9.1.2. Secretary. The Secretary shall be elected by the Board of Directors and shall keep the Church Records, attend and record meetings, and perform such other duties as designated by the Council including:
(a) keep the minutes of the proceedings of the Membership Meetings and the Board of Directors; and
(b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; and
(c) be custodian of the corporate records and of the seal of the corporation and affix the seal to all documents when authorized by the Board of Directors; and
(d) keep at its registered office or principal place of business a record containing the names and addresses of all members and the class of membership of each, unless such a record shall be kept at the office of the corporation's transfer agent or registrar; and
(e) in general, perform all duties incident to the office as secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors.
9.1.3. Treasurer. The Treasurer shall be elected by the Board of Directors. The treasurer shall:
(a) be the principal financial officer of the corporation; and
(b) perform all other duties incident to the office of the treasurer and, upon request of the Board of Directors, shall make such reports to it as may be required at any time; and
(c) be the principal accounting officer of the corporation; The Treasurer shall keep the financial records of the Ministry and be responsible for cash receipts and disbursements; and
(d) have such other powers and perform such other duties as may be from time to time prescribed by Board of Directors.
9.2. All officers may hold more than one office and have more than one title, but the president may not hold the office of secretary, once the Board of Directors is established.
ARTICLE X
COMMITTEES
10.1 The Board of Directors may at any time appoint from among the members, an Executive, Finance, or other committee or committees, consisting of such number of members, not less than three, as the Board of Directors may deem advisable. Each such committee shall act only in the intervals between meetings of the Board of Directors and shall have such authority of the Board of Directors as may, from time to time, be delegated by the Board of Directors except the authority to fill vacancies on the Board of Directors or in any committee thereof. Any person dealing with The Ministry shall be entitled to rely upon any act or authorization of an act by any such committee, to the same extent as an act or authorization of the Board of Directors. Each committee shall keep full and complete records of all meetings and actions, which shall be open to inspection by the Board of Directors.
10.2 Unless otherwise ordered by the Board of Directors, any such committee may prescribe its own rules for calling and holding meetings, and for its own method of procedure, and may act at a meeting by a majority of its members, or without a meeting by a writing or writings signed by all of its members.
10.3. An officer or Active member may serve on more than one Committee.
ARTICLE XI
FINANCIAL ASSESSMENTS
11.1. The Ministry shall have the power to assess its membership for support of the Ministry by the following methods:
donations, tithes, pledges, fees for services rendered by the Ministry, the sale of books and newsletters, and fund raising projects, as approved by the President or the majority vote of The Board of Directors.
11.2. All donations made to the Ministry by any member or non member, will immediately become the property of the Ministry. The Ministry may accept absolutely or in trust for any of the purposes herein set out, any gift, grant, or devise of any real or personal property and carry on all other such activities not limited by section 501(c) (3) of the Internal Revenue Code of the United States of America, or the corresponding provisions of any subsequent law. Donations may be used for the purchase of Land, the payment of expenses, salaries or for investments.
11.3. The Ministry shall have the power to pay salaries to its officers, but no salaries shall be paid to the Board of Directors. Reimbursements for expenses incurred by an Active member in carrying out the duties of the Board of Directors may be paid.
ARTICLE XII
MINISTRY CHARTERS
12.1. Other auxiliary, subsidiary or sister minitries may be chartered by the Waikiki Beach Outreach Ministry upon approval by the Board of Directors if such Ministry meets the following requirements:
12.1.1. Submission of a petition to the Board of Directors signed by two Active members of the Ministry and desire to form a new ministry.
12.1.2. Written agreement that the Church will abide by the Bylaws of the Waikiki Beach Outreach Ministry.
12.1.3. Written agreement that the petitioning Ministry will abide by the resolutions passed by the Board of Directors of the Waikiki Beach Outreach Ministry.
12.1.4. Written statement that the Ministry agrees that all disputes between Ministries chartered by the Waikiki Beach Outreach Ministry shall be decided in open Board of Directors by the Waikiki Beach Outreach Ministry.
ARTICLE XIII
AMENDMENTS TO BYLAWS
13.1 These By-Laws may be amended or added to, or new By-Laws may be adopted by the Council of Elders by a meeting held for such purpose, by the affirmative vote of the Council of Elders empowered to exercise a majority of the voting power on such proposal, or, without a meeting, by the written consent of the Council of Elders entitled to exercise 100% of the voting power on such proposal.
ARTICLE XIV
RELIGIOUS AUTHORITY
14.1 The religious authority of the Church Waikiki Beach Outreach Ministry of Hawaii is invested in the Council of Elders and shall not be subject to review by the membership, except through election of elders.
ARTICLE XV
CHURCH RIGHTS AND RESPONSIBILITIES
15.1 The Waikiki Beach Outreach Ministry was chartered by the State of Hawaii, United States of America on March 1, 2004 and has the sole right and responsibility to:
15.1.1 Issue or revoke Ministry charters for other ministries, through it's auxiliary, the original Waikiki Beach Outreach Ministry Board of Directors.
15.1.2 Issue or revoke ordination certificates for apostles, prophets, missionaries, as well as pastors and teachers (ministers) in accordance with the Bible and Ephesians 4:11.
15.1.3 Issue or revoke an IRS group exemption number to member ministries, through original Waikiki Beach Outreach Ministry Board of Directors.
ARTICLE XVI
MINISTRY OF ....... AUXILIARIES
16.2. Waikiki Beach Outreach Ministry Institute: is a wholly-owned auxiliary of the Waikiki Beach Outreach Ministry. The purpose of Waikiki Beach Outreach Ministry Institute includes but is not limited to being the education organization of Waikiki Beach Outreach Ministry. It issues degrees and certificates to members for completion of specified courses of study. The school shall be administered by two Members of the Board of Directors under the direction of the President.
16.3. Spiritual Properties And Maintenance, LLC: is a wholly-owned auxiliary of the Waikiki Beach Outreach Ministry. Operations include but are not limited to building maintenance, improvement services, computer services, landscaping, property investing, handyman services, and the publishing of books and materials authored by the President, as well as others. Published materials shall be in keeping with the religious philosophy of the Christian faith. Spiritual Properties And Properties, LLC (SPAM) may be administered by two Members under the direction of the President. SPAM shall be a source of funding by the Ministry, and all proceeds shall inure to the Spiritual Properties And Properties, LLC.
16.4. Feeding the Homeless Through God’s Word – A Newsletter is the official newsletter of the Waikiki Beach Outreach Ministry and includes, but are not limited to, publishing news and articles of interest pertaining to: The Waikiki Beach Outreach Ministry or other auxiliaries of The Waikiki Beach Outreach Ministry.
ARTICLE XVII
INDEMNIFICATION
17.1 The Church shall indemnify, to the full extent permitted or authorized by Hawaii Corporation Law as it may from time to time be amended, any person made or threatened to be made a party to any threatened, pending or completed action, suit of proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that they are or were a Director, officer or employee of The Ministry, or is or was serving at the request of The Ministry as a Director, trustee, officer or employee of another corporation, partnership, joint venture, trust or other enterprise. In the case of a merger into this Ministry of a constituent church or organization which, if its separate existence had continued, would have been required to indemnify Directors, officers or employees in specified situations prior to the merger, any person who served as a Director, officer or employee of the constituent ministry, or served at the request of the constituent ministry as a Director, trustee, officer or employee of another ministry, church, partnership, joint venture, trust or other enterprise, shall be entitled to indemnification by this Ministry (as the surviving ministry) for acts, omissions or other events or occurrences prior to the merger to the same extent they would have been entitled to indemnification by the constituent church if its separate existence had continued. The indemnification provided by this Article IV shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under the articles of Incorporation or the By-Laws, or any agreement, vote of members or disinterested Directors, or otherwise, both as to action in the official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, trustee, officer or employee and shall inure to the benefit of the heirs, executors and administrators of such a person.
ARTICLE XVIII
MISCELLANEOUS
18.1 Waivers of Notice. Whenever notice is required by law, by the articles of incorporation or by these bylaws, a waiver thereof in writing signed by the President, Director or other person entitled to said notice, whether before or after the time stated therein, or his or her appearance at such meeting in person or (in the case of an annual membership meeting) by proxy, shall be equivalent to such notice.
18.2 The corporate seal of this Corporation shall be circular in form and shall contain the name in this fashion: WAIKIKI BEACH OUTREACH MINISTRY and shall be in the form impressed on the margin hereof.
18.3 Fiscal Year. The fiscal year of the corporation shall be as established by the Board of Directors.
IN WITNESS WHEREOF: the undersigned Directors approve these Bylaws, the twenty sixth day of May, of the year two thousand and four and revised this thirtyith day of September, of the year two thousand six:
_______________________________________________________________________________ President, Robert E. Erb, Jr., Founder and Pastor
_______________________________________________________________________________ Director and Vice President, Daniel I. Klustein, Rabbi of Tikvat Yisrael at Waikiki Community Center
_______________________________________________________________________________ Director,
_______________________________________________________________________________ Director,
_______________________________________________________________________________ Director,
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