BYLAWS of OIKEOS Christian Network (11/4/23)
(A 501(c)(3) Public Charity and Nonprofit Corporation)
ARTICLE I. NAME
The name of this organization shall be: OIKEOS Christian Network (hereinafter referred to as "the Corporation").
ARTICLE II. PREAMBLE
The governance of the Corporation shall be comprised of 3 teams, Leadership Team, Oversight Team, and Finance Team. These 3 teams together, not exclusively, make up the governance of the Corporation. The governance of the Corporation is distinct from the local autonomy of a fellowship or local group in the network. The Corporation governance is based on the principle of decision-making teams having checks and balances on their authority. Each team is allowed a degree of autonomy within agreed upon limits (as detailed in the bylaws or by consent of all 3 teams). Checks and balances are in place for each of the 3 teams to avoid any unilateral consolidation of authority. The Finance Team can call into question and if needed deny any expenditure. The Leadership Team also has checks and balances from the Oversight Team who can call into question any decision made and, if necessary, call a meeting of the three teams to resolve the issue. If such a meeting is called and does not result in a majority decision by all involved, a majority vote in each team constitutes a single vote and, in such matters, a 2 of 3 vote would decide the matter. As required by Florida Law within the Leadership Team are 2 Corporate Officers (a President and a Secretary) The President or his/her designee conducts leadership meeting agendas, and keep the Leadership Team, Oversight Team, and Finance Team up to date on matters pertaining to the organization. The Finance Team is checked and balanced by the Oversight Team, which can overrule the Finance Team with a two-thirds vote.
ARTICLE III. OFFICES AND AGENTS
Section 1. Principal Office. The principal office of the Corporation shall be located at 845 E. New Haven Avenue, Melbourne, Florida 32901. The Corporation may have other offices and places of business at such places as shall be determined by the Leadership Team.
Section 2. Registered Office. The address of the Registered Office of this Corporation and the Agent at this address is: Arias Bosinger, PLLC, 845 E. New Haven Avenue, Melbourne, Florida 32901.
Section 3. Registered Agent. The responsibility of the Registered Agent to this Company is limited to the following:
The Registered Agent will mail, e-mail, or provide for pickup all governmental notices, communications or legal process addressed to or served upon the Corporation, to the Corporation’s last known address.
ARTICLE IV. PURPOSE, SCOPE, AND POWERS
Section 1. Purposes. Biblical education for a walk together in newness of life is the purpose of the organization. It is for believers who freely share in the grace of God and their identity in Christ. Each believer grows in the unifying power of the gift of holy spirit by proving to his or her satisfaction the good, acceptable, and perfect will of God. Mutual respect based on the common faith of Jesus Christ which all believers share as brothers and sisters in the family of God encourages each believer as a member in particular to learn, mature, and function in the body of Christ according to the Word of God.
The Corporation is organized exclusively for charitable, religious, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
Section 2. Scope. Checks and balances on teams will be instituted and maintained for oversight. Leadership enrichment or mentoring is paramount to Biblical education continuity, hence, introducing new team members is essential. Rights of intellectual property remain with individuals who contribute them. Resources are shared for Biblical education through larger meetings, outreach, leadership enrichment courses, and visits. Focus to support the Word living at the local level will be maintained as the priority. Networking is for support and shared benefit aided by website, periodic meetings, conferences, courses, ministering visits, or any other activity deemed appropriate.
Section 3. Powers. The Corporation shall have the following powers:
- To receive and maintain a fund or funds and personal property, and to use and apply the whole or any part of the income therefrom and the principal thereof for the purposes set forth in Article IV, Section 1, above.
- To have one or more offices and to conduct and carry on any of its business at any place in the State of Florida or any other location as may be determined by the Leadership Team.
- To have and exercise any and all of those powers specified in the Florida Not for Profit Corporations Act. To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or in furtherance of any of the powers set forth in Article IV, Section I above, either alone or in association with other corporations, firms, or individuals; and to do every other act or acts, thing or things incidental or appurtenant to and growing out of or connected with the aforesaid purposes or any part or parts thereof, provided the same be not inconsistent with the laws under which this Corporation is organized.
ARTICLE V. MEMBERSHIP
The Corporation shall have no members and the Corporation shall have no capital stock.
ARTICLE VI. GOVERNANCE TEAMS
Section 1. Introduction. There shall be three governance teams: Leadership Team, Oversight Team, and Finance Team.
Section 2. Qualifications. All governance team members shall be natural persons. Only one spouse of a given married couple may serve on any one of the three governance teams. A member must demonstrate an interest in the purposes and activities of the Corporation and must be interested in donating his or her time, advice, skill, energy, and support in furtherance of the Corporation’s purposes and activities.
Section 3. Election/Appointment. All governance team members (Leadership Team, Oversight Team, and Finance Team) shall serve a 5-year term with the option of choosing 3-years. There is no limit to the number of terms a member can serve. Consecutive terms will require nomination and re-election by the Governance Team.
Section 4. Nomination and Election. When a Governance Team position is vacant or a term is about to expire, the President shall notify all governance team members of the vacancy or expiring term and whether the Governance team member terming desires to be considered to serve another term. The governance team shall have fourteen (14) days to submit nominations for other potential candidates After the nomination deadline, a list of all candidates will be communicated to all governance team members for their consideration. Expiring terms will be voted on at the annual meeting. If a vacancy needs to be filled prior to the next annual meeting, the Finance Team and Oversight team will be invited to attend a Leadership Team meeting for review and discussion of potential replacements. Each governance team member will have one (1) vote per vacancy. A 75% majority is required to appoint a member to the governance team. If a 75% majority is not reached upon the first vote of nominated candidates, the (2) candidates with the highest number of votes will be voted on and elected by majority vote of the Governance team. Should an appointed nominee decline, the position will be offered to the individual that received the second largest number of votes. The President shall notify the appointee and confirm their acceptance.
Section 5. Appointment of Officers.
- The Governance Team shall appoint Officers of the Leadership Team at the Annual meeting.
- Upon conclusion of Annual Meeting elections, the Finance Team and the Governance Team will convene to appoint team Chairpersons. The Oversight team shall preside over the election process per Article IX, Section 2 Duties.
Section 6. Term Fulfillment; Resignation; Vacancies; Removal; Absences.
- Term Fulfillment. Term fulfillment shall be effective upon the adjournment of the Annual meeting. The commencement of a term for newly elected or re-elected members shall begin upon adjournment of the Annual meeting of which the election took place.
- Resignation. Any governance team member may resign at any time by giving written or verbal notice. Such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
- Vacancies. Any vacancy occurring on any of the governance teams by reason of mid- term resignation, removal, death, or otherwise shall be filled by the affirmative vote of a majority of the members of the Governance Team. A member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. The term of office of a member elected to fill a vacancy shall commence upon election.
- Removal of Appointed Members. Upon written notice, any governance team member may be removed from office without assignment of cause by the vote of at least two- thirds of the entire Leadership Team.
- Absences. It is incumbent upon a governance team member to actively participate and be present at scheduled Governance meetings with the acknowledgement that life circumstances can inhibit attendance from time to time.
ARTICLE VII. LEADERSHIP TEAM (BOARD OF DIRECTORS)
Section 1. Responsibilities and Numbers; Terms of Office.
- Responsibilities and Numbers. The Corporation shall be directed, governed, and controlled, and the powers of the Corporation shall be vested in and exercised by the Leadership Team which is composed of a minimum of 10 voting members who will also oversee and manage, or cause to manage the business affairs, activities, and property.
- Term of Office. All members shall serve a five-year term unless a three-year term was chosen. There is no limit to the number of consecutive terms an individual can serve. If the individual desires to serve another term when the current term is fulfilled their name can be considered along with any individual nominated to fill the term by any member of the Governance team.
Section 2. Officers.
- The President shall function as the chief officer of the Corporation and shall have spiritual oversight and general supervision of the business activities of the Corporation. The President or their designee(s) conducts leadership meeting agendas, and keeps the Leadership, Oversight, and Finance teams up to date on matters pertaining to the organization.
- The Secretary shall keep or cause to be kept records of the minutes of the meetings of the Leadership Team; shall see that all notices are duly given in accordance with the provision of Bylaws and as required by law; and shall be custodian of the records of the Corporation. The Secretary shall have the right to appoint someone who is a member of the Leadership Team to assist in taking minutes.
- The Treasurer (not a Corporate Officer) shall keep or cause to be kept the financial records of the Corporation and to produce any or all financial records for the Finance team upon request. The Treasurer shall have the right to appoint someone not part of the Team to assist in keeping the financial records of the Corporation, subject to approval by the other Team members.
Section 3. Powers and Duties. The Leadership Team shall have all the powers and duties necessary, appropriate, or convenient for the administration of the affairs of the Corporation and for the management and operation of the Corporation's assets and activities and may do and perform all acts and things as are not prohibited by law, the Articles of Incorporation, or these Bylaws. These duties and powers of the Corporation shall include, but not be limited to:
- Establishing and reviewing policies governing the Corporation and its operations.
- Ensuring adequate resources for the operation of the Corporation.
- To keep or cause to be kept the financial records of the Corporation. To establish and supervise adequate accounting and financial procedures.
- Promoting the goals and purposes of the Corporation and evaluating the Corporation against such goals and purposes.
- Review all recommendations for missionary gifts and approve, deny, or request additional information, subject to input by the Finance Team.
- Perform a review of the Corporation periodically to determine if the agreed upon benchmarks are achieved.
Anything in these Bylaws to the contrary notwithstanding, the Leadership Team is not empowered to perform any activity on behalf of the Corporation not permitted to be carried on by an organization exempt from Federal income taxation under Section 501(c)(3) of the United States Internal Revenue Code.
Section 4. Compensation. All members of the Leadership Team shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
ARTICLE VIII. MEETINGS OF THE LEADERSHIP TEAM
Section 1. Place of Meetings. The regular, or special meetings of the Team shall be held at the principal office of the Corporation or at any other place that the Team may designate from time to time, including virtual.
Section 2. Annual Meeting. The annual meeting of the Governance Team shall be held in Florida on a day in November of each year unless the Leadership Team by resolution designates a different time.
Section 3. Regular Meetings. In addition to the annual meeting, regular meetings of the Team shall be held a minimum of eight (8) times annually or at more frequent intervals as the Leadership Team or President may designate.
Section 4. Notice of Meetings. A notice of each meeting of the Team shall be electronically mailed by one of the Officers according to the type of meeting as described herein above. The notice will state the purpose of the meeting and the time and place it is to be held, which includes the dial-in or video call-in instructions if a meeting is by electronic means. Such a notice will be sufficient for that meeting and any adjournment thereof.
Section 5. Quorum and Voting.
- A majority of members of the Leadership Team must be present, in-person or via electronic means, at a meeting to constitute a quorum (defined as a total of at least six (6) members. A quorum is required for the Leadership Team to conduct business. Unless defined elsewhere within these Bylaws, decisions by the Leadership Team shall be made by a majority of those voting members present in- person or by electronic means at a meeting after a quorum has been established.
- Each voting member is entitled to vote at a meeting of the Leadership Team upon each proposal presented. The vote of each member is weighed equally. During extenuating circumstances, a member may vote by written proxy.
Section 6. Majority Action as Leadership Team Action. Unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater or lesser percentage or different voting rules for the approval of a matter, every act or decision taken or made by a majority vote of the Leadership Team present at a duly held meeting at which a quorum is present, is the act of the Leadership Team.
Section 7. Chairman. There will not be a designated Chairman of the Leadership Team. Instead, the President or his or her designee will serve as the guide and conduct meetings.
The President working with the Secretary is responsible to send the notifications for the next Leadership Team meeting and to develop and distribute the agenda for the next meeting. The President is also responsible for guiding the flow and maintaining the order of the meeting.
Section 8. Conduct of Meetings. Meetings of the Team shall be presided over by the President or, in his or her absence, by a Leadership team member selected by the President, to act as the Chairman for that specific meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Leadership Team. In the event of his or her absence, the President shall appoint another person to act as Secretary of the Meeting.
Section 9. Meetings. Meetings of the Leadership Team are open to all governance team members unless the meeting requires an executive session, which will then be by invitation only. Governance team members may participate in any annual, regular, or special meeting of the Leadership Team by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
ARTICLE IX. OVERSIGHT TEAM
Section 1. General. The Oversight Team shall initially consist of a minimum of three (3) members. All members shall serve a five-year term with the option of choosing three years.
Section 2. Duties. The Oversight Team shall have the power to require either the Leadership Team, Finance Team, or both, to hold a meeting within a reasonable time frame based on the urgency of the matter to bring forth any issue the Oversight Team believes in good faith should be addressed. The Oversight Team shall also vote on any issues wherein the Leadership Team has a tie vote, wherein the Oversight Team’s decision shall be binding and break the tie. The Oversight team shall preside over the election process of the Governance Team. The Oversight team must insure the confidentiality of the votes by way of written ballot or some other means that can provide such assurance.
ARTICLE X. FINANCE TEAM
Section 1. General. The Finance Team shall consist of three (3) members. All members shall serve a 5-year term with the option of choosing three years.
Section 2. Duties. The Treasurer, appointed by the Governance Team, shall have custody of corporate funds with oversight from the Finance Team. The Finance Team shall work with the Treasurer to keep or require to be kept full and accurate accounts of receipts and disbursements and shall deposit or require to be deposited all corporate monies and other valuable effects in the name and to the credit of the Corporation in the depository or depositories of the Corporation and shall render an account of the transactions and of the financial condition of the Corporation to the Leadership Team upon request. The Leadership Team shall submit a proposed budget to the Finance Team semi-annually for review. The Finance Team shall review the budget to ensure the proposed expenditures promote the mission of the Corporation and approve the budget or provide revisions to the Leadership Team. If the Leadership Team in its discretion determines that monies are needed for a specific purpose outside of the budget or in addition to the semi-annual budget, the Leadership Team shall present the purpose of the monies to the Finance Team. The Finance Team shall have full discretion on the approval or disapproval of those funds. The Finance Team shall oversee the preparation of an annual report of the affairs of the Corporation for the previous fiscal year and provide it to all governance teams at each annual meeting. The Finance Team, which may include an outside accountant, shall audit the books and records of the Corporation as they deem appropriate, but not less than every three years.
ARTICLE XI. SUPPORT TEAMS
Section 1. General. The Leadership Team, by a majority vote of all voting members, may designate and appoint one (1) or more support teams. In addition, the President has the right, on his or her own, to appoint members to a support team. All decisions and actions of a support team shall be subject to review by the Leadership Team. The designation and appointment of any such support teams and the delegation thereto of authority shall not operate to relieve the Leadership Team or any individual member of any responsibility imposed upon him or her by law. If any such delegation of authority of the Leadership Team or President is made as provided herein, all references to the Leadership Team contained in these Bylaws, the Articles of Incorporation, the Florida Nonprofit Corporation Act, or any other applicable law or regulation relating to the authority so delegated, shall be deemed to refer to such support teams.
ARTICLE XII. INDEMNIFICATION
The Corporation shall indemnify any Leadership Team member, Oversight Team member, Finance Team member, any committee member, or former Team or committee members of the Corporation against all expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been a Team or committee member, except in relation to matters as to which he is adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be exclusive of any other indemnification provided for in the Articles of Incorporation or any Bylaw, by resolution or otherwise. The Corporation shall be authorized to purchase insurance or other similar device for the purpose of such indemnification.
ARTICLE XIII. FISCAL MANAGEMENT
Section 1. Fiscal Year. The fiscal year of the Corporation shall be based on the calendar year.
Section 2. Books and Accounts. The Corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of the Leadership Team and any committee having any of the authority of the Leadership Team. All such books and records shall be kept at the principal office of the Corporation unless the Leadership Team, by resolution, determines otherwise, subject to any requirements of law. All books and records of the Corporation may be inspected by any governance team member for any proper purpose at any reasonable time.
Section 3. Checks and Endorsement. All checks and drafts upon the funds or credit of the Corporation in any of its depositories shall be signed by such individuals appointed by the Leadership Team. All checks, notes, bills receivable, trade acceptances, drafts, and other evidence of indebtedness payable to the Corporation shall, for the purpose of deposit, discount, or collection, be endorsed by such individuals appointed by the Leadership Team or in such manner as shall from time to time be determined by resolution of the Leadership Team. The Leadership Team may provide for the use of facsimile signatures under specified conditions for any of the foregoing purposes.
Section 4. Execution of Instruments. The Leadership Team shall designate the Team Member that shall have power to execute on behalf and in the name of the Corporation any contract, debenture, note or other obligation or evidence of indebtedness, or proxy, or other instrument requiring the signature of an Officer of the Corporation, except where the signing and execution thereof shall be expressly delegated by the Leadership Team to some other Officer or Agent of the Corporation. Unless so authorized, no Officer, Agent, or employee shall have any power or authority to bind the Corporation in any way, to pledge its credit or to render it liable for any purpose or amount.
Section 5. Prohibition Against Loans. The Corporation shall not make loans to any Officer or Director of the Corporation.
Section 6. Loans. The Corporation may not borrow money from any financial institution or any other entity. All expenditures are to be made from current assets, with the exception that a credit card may be used for Corporation business if there are ample current assets to cover the expense.
Section 7. Real Estate and Vehicles. The Corporation is prohibited from purchasing real estate or motor vehicles of any kind; however, nothing herein shall prohibit the Corporation from leasing real estate or motor vehicles.
ARTICLE XIV. GIVING
Standard. II Corinthians 9:7: “Every man according as he purposeth in his heart, so let him give; not grudgingly, or of necessity: for God loveth a cheerful giver.”
This scripture is the basis of the Corporation’s teaching on giving. Local groups will not collect participants’ giving to be sent directly to the Corporation. Local groups can instruct participants as to how to give directly to the Corporation.
ARTICLE XV. MENTORING AND MISSIONARY PROGRAMS
Section 1. Mentoring Program. OIKEOS mentoring programs (e.g., leadership enrichment, ministerial visits, etc.) are designed to follow the pattern as stated in II Timothy 2:2: “And the things that thou hast heard of me among many witnesses, the same commit thou to faithful men, who shall be able to teach others also.” Participants volunteer willingly to be biblically mentored (Word-based) through personal interaction in various settings with different and qualified leaders who instruct and guide each individual to develop personally in order to be confident to instruct and serve others.
Section 2. Missionary Program. OIKEOS missionary programs are designed to follow the commissioning initially set by Jesus Christ in Acts 1:8: But ye shall receive power, after that the Holy Ghost is come upon you: and ye shall be witnesses unto me both in Jerusalem, and in all Judaea, and in Samaria, and unto the uttermost part of the earth. Willing participants, as witnesses, are commissioned for a period of time to focus effort and resources as a priority to engage others by sharing and teaching the good news of the grace of God in Christ Jesus.
ARTICLE XVI. INTELLECTUAL PROPERTY
All intellectual property produced by participants (including governance team members) remains the property of the producer (“creator”) of the work and not the Corporation.
ARTICLE XVII. IRC 501(c)(3) TAX 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 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 gross earnings of this Corporation shall inure to the benefit of, or be distributable to its three governance teams, 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.
ARTICLE XVIII. DISSOLUTION
Section 1. Procedure. The Corporation shall be dissolved according to the procedures outlined in the Florida Not for Profit Corporations Act.
Section 2. Distribution of Assets. After the liabilities of the Corporation have been discharged or provided for, the Corporation's remaining assets shall be disposed of to facilitate one or more of the exempt purposes of the Corporation. Assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations which are organized and operated for such purposes.
ARTICLE XIX. AMENDMENT OF BYLAWS
Section 1. Amendment. Except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by the vote of at least 75% of each of the governance teams.
ARTICLE XX. 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 or 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 of this Corporation filed with the Secretary 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.
ARTICLE XXI. MISCELLANEOUS PROVISIONS
The headings throughout these Bylaws are for convenience and reference only and shall in no way be deemed to define, limit, or add to the meaning of any provision hereof.
These Bylaws were originally adopted on the eighth day of August 2018 by the Leadership Team at a scheduled meeting. They were amended on the fourth day of August 2019 by unanimous vote of each of the three Governance Teams. They were again amended the twentieth day of January 2020 by majority vote of the Leadership Team and of the representatives of the other two Governance Teams. They were amended on the eighth day of August 2022 by a majority vote of the Leadership Team at a scheduled meeting. They were amended on the fourth day of November 2023 by the majority of the Governance Team.