divine word communications bylaws
TRANSCRIPT
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BYI-AWS
ARTICLE
I
T{AlIE
The name of fre prporation shall be called, "DIIfINE WORD COlllfUHICATIOflSi"
ARTICLE
Ir
PURP{OSES
Scction
L
Prcqrte
Callrolic
Fduation
The
purpces
of
this rcrporation shall be to
promote
education
of
the General
Public
on the
beliefs of Christianity
in iB fullness,
in the Roman
Catfiolic Church, thmugh
telecommunications,
confurencs,
and
other
furms of media.
Sclion ?* EnPuraoe Involv,cment in local Ca0ElicJrarishq;
To
enourage irwolvement
by
dre
general public
in
Christian
activitis
within
tieir
local
parisfre
of
their Roman
C"atholic
Church.
Seclion 3.
,To
Urib
Boob. Tlacts. etr-
To
write,
publisfi
and distribuh books, tr?cts, etc. br
minlsffy
b
priests
and lay
leaders
arourd
the
world.
Serllon
4"
Mc and Editu
thtr
Fornan
GatEdic Ghurdr
Generally to promote and edify the Churctt of lsus Christ, wherever it may be
fuund,
and b communicate
and
propagaE
the
Gosp€l
of Jeus Christ, by any and
every
means,
by encouraging
prayer
br
the
bhl enrarlgeliza$on
of
the rrorld,
by
enmuraging
a spirit
of unity among
all
God's
drildren
and by ministering
b thce
who
are
sufiering
fur the
cause
of
Christ,
in faithfulns
to
the magisterium
and
teachings
of $e Roman
Catholic Churcfi.
{pction
5. l|d
+rd
Initiab Relbiotrs Worfs
To
initiate,
participate
in, mainhin
and
aid all
sudt
religious
and cfraritable works
as
the Boad
rnay
onsider
advisable sudr as mission agencies, sdrcols,
cfiurches,
etc.
lpctioa 6 Tp Prqnote Soiritual Grorrtlr
To
promote
spiritual
growth
among its corporate
ofiFcers and donors
by 1) allowing
Jesus to be
Chief Executive
Officer of Divine Word
Communications,
2) spreading
ttre
Wotd
of
God
through
telecommunietions and
other mears, 3) maintaining
a
spirit
of
rejoicing
ln
atfr for
all tfrings,
and
4)
by
maintaining
a
life
of Bible
study and
prayer.
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ARrICLE
III
STATET=I|T
OF FAITH
we
befieve
in
God,
the Father
almighty,
creator
of
heaven
and
earth.
we
believe
in Jesus
chrlst,
his
only
son,
our
Lord.
He
was
oneived
by
the
power
of thg Holy Sprit and bom of the Virgin Mary. He suftred under Fontiui pitate,
was
crucified,
died,
ard
rras
buried.
He
descended
to
the
dead.
On
the
third
day
he rme
again.
He
asended
into
heaven,
and
is
seaEd
at the right
hand
of
the Father.
He
will
@me
again
to
judge
the
living
and
the dead.
We
believe
in
the
Holy
Spirit,
the holy
catholic
Church,
the
ommunion
of
saints, thefurgiveness of sins, the resurrection of the body, ano lire everlasting.
ARECLE
TV
|{EADQUARTEHi
AI{D
OFFICERS;
The
InEmatlonal
and
the
U.S.A.
Headquarters
of
Divine
Word
&mmunicafions
shall
h
located
in
the
United
Stats
of America
at
sucfr
place
as may
h determined
by
the
Board
of Directorg
br
fie
present
time it
will-be
in
naglviln,
ruioama.
Scction 2- Brancft Olfices
other
l{ational
or branch
office<
may
be
opened
in
ountries
or
shte
where
sucfi
an
added
e:tpansion
is
deemed
desimble
by
the
Board
of
Directors
in oroei
to
-
lgmrlis
its
purpcc
and
objectives.
Current
brancfr
offices
are
tocateo
in
Mobile,
Alabama,
Fairhop,
Alabama,
and Fensaola,
Fforida
ARTXCLE
Y
OFFICERIS
Scction
1.
Board
gtr
ffre6rs
There
shall
be
a board
of directors
of
not less
than
three
reputable persons
who
are
electd
annually
to administer
the afFairs
of
tfie
orpomtion.
Thee
directors
shatt
be
eligible
to
succeed
themselves.
These
direclors
stratl
nave
and
er
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Secti,on
?- Offierc
of tlrc
Corooration
The
officers of the
corporafron
shalt
be a
Prsidenf
a Vice-Presldent,
a
Secrebry,
a
Treasurer
and
sucfi
other
of,Fers as the
Board of Dire$rs
may
determine
and as
may
be elected
in amrdance
with tfie
provisiom
of thisArtide.
Section
3. Elerilion
and
Tcnn of Otk
The
offiers
of the
orporation
shall be
decFd
annually
by
tfre Board
of Direturs-
If
the
election
of
officers
shall not be held at strcfi mding,
sudr eHion
sfiall
be
hdd
as
soon
thereafter
as
onvenienfly may be.
Vaencies
may be filled or
new
offies
created
and
filled at
any meeting of the
Board
of Directors,
wtren
prior
to
sucfi
meeUng,
eacfi member
of
the
Board has been'duly notified
of
the
plan
b fill
or
create and
fill
sttcfi
offices
ten days
in
advance of said
Eoard of Directors rneeting.
Eadt offier
shall hold
office until
his
successor
shall have
been
duly elected
and
shall
have
gualified.
Secilion
4.
Rsnovd
Any offier or agent etstd or appointed by the Board of Diredors may be rernoved
by the
Board
of Directors
whenever in its
judgment
the
ffi
intersts
of
the
orporation
wqtld
be
served
thereby, but sucfi
rernoval
shall be
without
prejudice
to
the
ontract rights, if
any,
of the
person
so
removed.
ffin 5.
Vacancirs
A
rracancy
in
any
ffie
because of dedr,
resignatilrn,
r€nrval,
dlsquallllcailon
r
otfierwise,
rnay
be filled
by
the Board d Dire6rs
fur $e unexpired
portion
dthe
term.
Sec&n
6.
Prcsirlent
In
addition
to
Jesus Ctrrist,
the
Pnesident
shall be
the
prindpal
qeqrtive
offier
of
the
orporation
and
shall
in
general
srpervise and
ontrol allthe
business and
afiairs
of the
orporatbn,
The
President
sfiall
pr€side
at all
meetings
of
the Board
of
Dlrectons.
He
may
sign,
witfi the secrebry, assisbnt
secretary or
any other
proper
ofFss of
the
corporation
authorizd
by the
Board
of
Direbrs,
any deeds,
mo.rtgages,
bonds,
contraG,
or
other InstrumenE whidt
the Board
of Directors
have
authorized
b be
secuted,
elGBFt in
rc
where tle
s[ning
and
execution thereof
shall
be
opresly
delegaEd
by
the Board of Direturs
or by drcse by-tarw
or
by
statuE
b some
other
offier
or
incident
to
the offie
of Preident
ard sucfi
other
duties
as
may be
prescribed
bV the Board
of Dire&rs
from time
b
dme. He
shatt
appoint
the
mernbers
of all
emmitte€s,
ard sfrall designate
the
drairrnan
of
said
ommittees.
Seclion
?. Ylce-PrcCdent
In
the
absene
of the hesident
or
in
the event
of hb inabitity
or
refirsal to
act,
the
Vice-President (or
in
Ure
event there may
be rnor€
than one Vic*Presideng
the Vice-
Preident,
in
order
of
designafion,
or
in the absence
of
any
dsignation,
then
in
the
order
of their
election
except
the
Vice-President
fior
stewardship)
shall
per&rm
the
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dutis
of
the President
and when
so
acting,
shall have
all the
poryers
of and
be
subject
to
all
tlre
retrictions
upon
the Presidenl
Any
viedsdent
sfralt
perfiorm
such
other
duties
a from
time
b time
may be
eided
b
him
by
the F+bsident
or
by
the
Board
of
Directsrs.
In the
event
the
Presidern
refirs
b act,
then
iny
vice-
President
or
director
of the
&ard
of
Dire&rs
strall
act
Section
&
Secrctarv
The
Secretary
shill
keep,
or
supervise
the keeping
of
the
minuF
of
proceedings
of
meetings
of the
Board
of Dire6rs
in
one or morsbooks
prwided
for
that
purpose,
shall
see that
all
noties
are duty
given
in
amrdance
with
dre
provisio*
of
tfto"
by-laws
or
as reguirred
by law,
shall
be
the
orsbdian
of the
corporate
records
and
*d
of
the
corporation
and
see
that
the
seal
of the
orporation
is
affxed
to
ail
documents,
tfie
orecution
of whicfi
on behalf
ol
Ur"
corporation
undir its
seal
is
duly
autfiorized
in
amrdance
with
the
provisions
of these
by-laws,
shalt
keep
a register
of
the
post
office
address
of
each Director,
and
shall
in
ieneral
perform
all
duties
incident
to
the ofFce_of
Secretary
and
sudr
other
duuesis
from
time
to
time
may
be
assigned
to
him
by
the
Presiderit
or
the
Board
of
Direcbrs.
The
books
and
reords
of
the
corporaUon
n
the
possession
of the
Secretary
shall
at
all times
be
the
propegy
and
be
available
to
the corporation, and upon the terminauon of his office, he shalldeliver to
his
sucrFssor
or
to the
presidingL
officer
of
tfie
Board
all
records,
doctments
and other
property
of
the orporation
in
hls
posession.
In
perfurming
the
duties
of his
office,
he
may
be
asilsted
as
prescribed
by
the
Board
6f
oirecors.
Scction
9.
Trwrrer
rf
required
by
Ute
Board
of Dire6rs,
the
Treasurer
shall
give
a bond
fur
the
faithful
disdtarge
of his
duties
in
sudr sum
and with
sucfi
slrrcry
or
strreties
as the
Board
of
Dlrectors
shall
ddermine.
He
sfiall have
cfiarge
ard
orfrocry
of and
be responsible
br
all
funds
and
seqrrities
of the
@rpoftrtion;-reeive
ard
give
receipE
fur
moneys
due
and
palrable
to
the
corporation
from
any
source
wtratsoever,
and
deposit
all such
moneys
in
the
name
of
the
corporation
in
sudr
banks
trust
ompanies
oi
other
deposibries as sfiall be selected in aeordane with tfri provtxoh of these by-taws;
and
in
gereral
perfurm
all
the
duHes
incident
to
the
ffide
of Treasurer
and
sucfi
other
duties
as
from
time
to
time may
h
assigned
to him
by
the
presideni
or
Oy
he
Board
of
Directons.
The
Board
of
Dtrectors
may elect
an
Assisnt
secrebry
and
Assisbnt
Tr€asurer,
whicfi
in
the
absence
of
ttre
Secrebry
orTreasurer
strait
permrm
dutie
of
the
officer
so
absnt.
The
asslstant
shall
perfo;n
sucfi other
dudesre
may
be
assigned
to
them
by
Ure
tsoard
of
Directors.
Eacfr
Assistant
Treanrer
s*rall
be rquired
to
gl\re
a
bond
as
reguired
by
the
Board
of
Directors
br
the faiftful
perftrmance
of
his
duties.
There
shalt
be
an Executive
C.ommitEe
of
the
Board
conslsting
of
the
president,
seretary
and
Treasurer
all of whom
shall
be
Board
memaea
and
any
other
members
of
the Board
elected
annually
bv
the
Dire6rs,
ard
selected
by
the
Board
to
serve
on
the
c-ommitte.
The
Executtue
Boad
shan
have
all
of $re
powers
of the
Board
of
Directors,
xcept
hat t
shalf
not:
tal
ameno
he
Constitutidn
igy-bws,
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{b)
elect
or
appoint
offiers,
(c)
elect
or appoint directors,
td)
sell, encumber
or
ontract
for real estate
or major
improvements'therein
e:(ept
sucfi
as may
be
rceived
in
its deftrred
giving prqtrdn.
The Exm.rtfue
Commi&e,
however,
shall
have
full
povver
o
supervise
and
direct
the
stewardship
program
of
the mision.
Sec:|lon
12.
Cornoensation
Compensated ndividuals will not be allowed to vote on decisionsconcerningtheir
ourn
@mpensation
or the
compensation
of
persons
related
b them.
ARIICI-E
VI
I'IEETINGS
Sectlon
1. Procedurcs
lbr
Board lleellnos
1. The
Board of
Directors
shall
meet
twice
a
year.
Slormally,
these
meefings
shall
be held in
January and
July.
The
January
meeting
shall be the
annual
meding.
2. The Directors' meefings may be furmally called by the Presidentor by the
Secetary
on
direction
of the President
or
by
the
Secrehry
on direction
of
two
Directors.
3. lfotice
of
the
Board rneetings
shall meet
quarErty
to
review
the
progress
and
to
o(ecute normal
business
d the orporation,
4.
The
ExecuUve
Commi@
shall meet
guarterly
b
review
the
progrs
and
to
o(ecute normal
business
of
the orporation.
5. In
case
of
emergency,
a special meeting
may be
called
by the
President
or
by
'
any
trvo
directors
fur
any and
all of
fte
diftrent
Boards within
the
orporaUon.
6.
A
quorum
for
the
transaction
of
business at any meefing
of the Board
of
Direftrs
srhall
onsist of trc-hirds
dtste
rnernbers
of the
Board.
7.
Every
member
of
the
Board
of Directors in
good
sbnding shall
be endfled toone vote and resoluUons of any business
must
be carried
out on
the
basis
of a
trrc-$ird
majority
of
&o€e
present
at
the meeting.
8.
l{o
error in
giving
notie
of any nreeffng
shall innalidaE
sudr meeting
or make
void
any
proceeding
taken $ere aL
9Fction
2.
order
of
EuslnFss
fort{re
Annual Heefino
orf
ilre
goard
of
Dlrcctor:g
Veriflcation
of
quorum
prenL
The
reading
of
the minutes
of
the Annual
General
meting
last
held,
ogether
with
the minutes
of
any intervening
or
oincident
general
meeting.
Business
rising
rom the minutes.
Prsentation of financialsEEment by the Treasurershowing revenuesand
o
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ARTICIf
rfII
OUALIFIIN*TIOTS'
9F
THE BOAND
ilE||BENS
Each
Berd
Membershould
be
a
Catholic
pledgd
b
supprtthe nrylsErium
and
teacfiings
of the
Roman
Catlulic
Churcfi, and
who
agrs
b affirm the
s*atement
of
faith
in
Article
III,
and
ommit hinself to the
purpmes
and
goals
of
ffre corporation.
He should be willing to work with otfrer Board members in carrying out the duties
and
responsibiliU&
of
the
corporation.
ARTICLE
VIII
BRATIC}I OFFICEIi
This
corporation
may
set up
a brandr
ofFce
or branch
offices within
the
Unibd
Sbtes
of
America
or outside
as the
Board deenrs
it
neessary
in
acfiiwing
iB worldwide
goals
and objectives-
A brandr
ofFce
shalt
function
under
the InEnra$onal
HeadguarErs administration and direction,
Sdon
a Brardr
Offices
Outsirle t|re UniH
ffies
In
case of
a brandr
office
ouEide
of the United States,
the
office shall
be
set up in
keeping
with
the larys
of
the
land
wlth the
bllowing
general
practirec.
1.
It
shall
have
a responsible
Board of Directors
b
manage the
alliairs
of the
@rporation.
Z. It
shall
be registered
with
the Govemment and
fulfill
alt the
rcquirernents
of
Sre
law of
the land.
3.
An E:
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The
ommon
seal of
the corporation shall
be
under
the
contrql
of
the
Direftrs,
and
shall
be
placed
under the
custody
of the
scetary.
All
doanments
rcquiring
ertiffcation by
the
orporation
strall
be certified
by
affixing
the
seal
thereto
in the
prsnce
of
the
president,
Mce
president,
Seaetary
orTreasurer.
ARTICLE
ET
BORROWII|G FOWER
fur
the
purpose
of
carrying
out
the
objectives of the
corporation,
the
Directors
may
borrow
or raise
or
secure
the
payment
of money
in
sucfr
manner
ass
thev think
fit,
and in
partiq.rlar
by
direct
loans frrom
ftnancial
institutions.
ARTTCLE nII
DSISOLUTION
In
the
event
of the
dissoluUon
of
this corporation,
its
assets
not required
fur
the
payment of its liabilitie and obligauons and not held upon condiuon requiring return,
specific
trarrfrr,
or
@nveyance
upon dissolution,
shall
be
paid
over
and
transrurred
to
one
or nnFe
orporations,
societies,
or organiafions
engaged in
activities
substantially
similar
to
those of
this orporation,
pursuant
to
a
plan
of
distribution
adopted
as
prwided
in
the
non-proftt
orporation laws
of the
State
of Alabama,
provided,
hdv€ver,
that no
distribution
of aets of
this corporation
shall
be made
to
any
organization
if
at the
Ume
of distribution
the
propced
disUibuEe is
not
an
organizafron
descrlbed
in
Secfion
17O(b)
(1)
(i)
(vi)
of
the Inernal
Renenue
Code
of
1986,
as arnended
,
and which has
not
been determined
by the
Commissioner
of
InErnal
Revenue
b
be exempt
from income
taxes under
Sections
5O1
(a)
and
501
(c)
(3)
of
the
Intemal
Renenue
&de
of 1986, as amended
ARTICLE NV
ArUdes
of
this Constitution
may
be repealed, altered,
or added
b
by a two-thirds
vote
of
the
members
of
the
Board
of
Directors at any
regular
or
special meeting
of
the Board
of
Directors,
provided
that any
modification
of
the By-laws
shall
be
submitted
in
wriUng
to
all members
of the Board of
Directors
at
which
a
vote
is
to
be
bkpn
on
the
proposed
modification
of
the By-laws.
But ro repeal,
alteration
or
amendment$all
be
enbrced or
acted
upon
until
the
amended
artide is registered
with
the
Secretary
of
State, if
required
by
law.
2.
3.
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NancyL. Worley
Secretaryof
State
P.O.Box
5616
Montgomery, L
36103-5616
STATE OFATABAMA
I,
Nancy
L.
Worleyo ecretary
f Stateof
the
Stateof Alabama,havingcustody
of the Great and Principal
Sealof said State,do hereby
certify
that
the domest ic
corporat ion
records
on
f i le in
th is of f ice
discl-ose
that
oivine word
Communications
t
a
non-profit
corporat ion, incorporated in Winston
County ,
Haleyv i l le ,
A labama
on
,June
23, 2003. I fur ther
cer t i fy that the
records
do not discl-ose that said Divine Word Communi-cations has been
disso lved.
In Testimony
Whereof, I have
hereunto
set my hand
and affixed the Great Seal
of
the
State,at the
Capitol,
in
the
City of Montgomery,
on this
day.
November l - , 2006
Nancy L.
Wo
Secretary
of State