Only Machine Language Translation Used
OIKEOS CHRISTIAN NETWORK
(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 networked church or group of local congregations. 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. Within the Leadership Team are 3 Officers who coordinate the day by day operations and guide the direction of the organization with counsel from all three teams as appropriate. The Officers have no vote in Leadership Team meetings, except as to personnel decisions by non-compensated Officers as will be hereinafter discussed. The voting members of the Leadership Team can overrule the Officers with a two-thirds vote. Officers conduct 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 1900 Hickory Street, Suite B, 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, 1900 Hickory Street, Suite B, 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 or e-mail 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. The Corporation is required to conduct a three-year review of itself to determine value and benefit to those served and whether to continue. Checks and balances on teams will be instituted and maintained for oversight. Aspiring leader development 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 development, 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 by the three teams.
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 of the age of twenty-five (25) years or older. Members do not need to be residents of the State of Florida. Only one spouse of a given married couple may serve on any one of the three governance teams. At a future point in the growth of the organization, the Leadership Team may determine that only one spouse of a given married couple may serve on any of the three governance teams and not just on any one. 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 and its purposes and activities. A governance team member must be willing to participate in at least 75% of the team meetings either in person, by telephone or video conference.
Section 3. Election/Appointment. Shall be hereinafter described.
Section 4. Resignation; Vacancies; Removal; Absences; Increases.
- Resignation. Any governance team member may resign at any time by giving written notice to the Team. 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 voting (non-compensated) members of the Leadership 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. When the notice indicates that the purpose of a meeting is to consider the removal of a governance team member, at a meeting of the Leadership Team of the Corporation, 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. If a governance team member misses three (3) consecutive meetings or more than 25% of the meetings during any twelve (12) month period without approval from the majority of the Team, such absences shall be deemed to constitute such individual's tender of his or her resignation from the Team; provided, however, the remaining Team members shall have the authority to accept or reject such resignation.
ARTICLE VII. LEADERSHIP TEAM (BOARD OF DIRECTORS)
Section 1. Number and Term of Office. The business affairs, activities, and property of the Corporation shall be directed, governed, and controlled, and the powers of the Corporation shall be vested in and exercised by the Leadership Team (“Team”) composed of seven voting (7) members elected by the Oversight Team and three (3) non-voting Officers elected by majority vote of all voting members of the governance teams (Leadership team, Oversight team, and Finance team, as hereinafter described). No decrease in the number shall shorten the term of office of any incumbent member. After the first term of the initially appointed members, all members shall serve five-year terms. The initially appointed Leadership Team shall have two voting members serving for one year, two voting members serving for three years, and three voting members serving for five years. Thereafter, there will be an election to fill the seats of the voting members whose terms are expiring. A member of the Leadership Team may serve a maximum of two consecutive terms, after which they are required to sit out for a minimum of one (1) year. The appointed Officers coordinate the day by day operations and guide the direction of the organization with counsel from all three teams as appropriate. They have no vote in Leadership Team meetings, except as to decisions relating to filling vacancies on any of the three governance teams, appointing members to the Finance Committee and Oversight Team, and hiring personnel for the Corporation. The voting members of the Leadership Team can overrule the Officers with a two-thirds vote. Officers conduct leadership meeting agendas, and keep the Leadership, Oversight, and Finance teams up to date on matters pertaining to the organization. Officers are evaluated annually and may continue service with consent by a majority vote of the voting Leadership Team members, Oversight Team members, and Finance Team members. If a particular Officer is not approved by a majority of the governance teams to continue for an additional year, the governance team shall elect a replacement Officer.
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, shall conduct all Team meetings and keep all teams informed of corporate progress and matters.
- The Vice President shall have the powers and perform such duties as prescribed by the President or in his or her absence act on his or her behalf and as so delegated by the President.
- The Secretary/Treasurer shall keep or cause to be kept in records books provided for that purpose 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/Treasurer is also responsible to keep or cause to be kept the financial records of the Corporation and to produce any or all financial records to the Finance team upon request. The Secretary shall have the right to appoint someone not part of the Team to assist in taking minutes, subject to approval by the other Team members.
Section 3 . Powers and Duties. The 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 operation of the Corporation;
- Establishing and supervising adequate accounting and financial procedures;
- Promoting the goals and purposes of the Corporation and evaluating the Corporation against such goals and purposes;
- Appointing on behalf of the Corporation, Officers; and defining the duties and responsibilities of the Officers in a written job description, as well as establishing benchmarks the Corporation is to achieve;
- Review all recommendations for missionary gifts submitted by the Officers and approve, deny or request additional information, subject to input by the Finance Team;
- Perform a review of the Corporation every three years to determine if the established benchmarks are achieved and whether to continue the Corporation for at least another three (3) years. The benchmarks will be that at least five (5) clear indications of positive fruit can be seen by the majority of the Leadership Team, the Oversight Team and the Finance Team.
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. Nomination and Election. Any person wishing to nominate a candidate, must present the nomination at least three months prior to the annual meeting. The Oversight Team will review the qualifications of all nominees and at the annual meeting elect by secret ballot the members to fill the expiring term. The term for the newly elected Team members will commence on the date of the annual meeting. Existing Team members will continue to serve until the expiration of their term.
Section 5. Compensation. The Oversight Team with input from the Finance Team shall determine by majority vote when to begin paying salaries and the amount of the salaries for the three Officers. The Officers may begin to be salaried one at a time or all at once depending on the Corporation’s financial resources. All voting members of the 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 annual, regular, or special meetings of the Team or any committee designated by the Team or President shall be held at the principal office of the Corporation or at any other place that the Team or any such committee, as the case may be, may designate from time to time.
Section 2. Annual Meetings. The annual meeting of the Team shall be held on a day in August of each year unless the Team by resolution designates a different time.
Section 3. Regular Meetings. In addition to the annual meeting, regular meetings of the Team or any committee designated by the Team or President shall be held at least eight (8) times annually and at such more frequent intervals as the Team or any such committee, as the case may be, may designate.
Section 4. Special Meetings. Special meetings of the Leadership Team or any committee designated by the Team or President may be called at any time by the voting members or President and shall be called upon receipt of the written request of two (2) of the voting members. In addition, the chairperson of any committee may call a special meeting of such committee and a special meeting shall be called by the chairperson of such committee upon receipt of the written request of two of the members of such committees.
Section 5. 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 6 Quorum and Voting.
- A majority of the Officers and of all seven voting members of the 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 members, four voting and two Officers). A quorum is required for the Team to conduct business. Unless defined elsewhere within these Bylaws, decisions by the 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. Any number of members even if less than a quorum, may adjourn a meeting from time to time.
- Each voting member is entitled to vote at a meeting of the Team upon each proposal presented at the meeting. The vote of each member is weighed equally. During extenuating circumstances and upon prior approval by the other members, a Member may designate a proxy to attend a meeting in their stead and have the voting power of the Member for the specified meeting.
Section 7. Majority Action as Leadership Team Action. Every act or decision taken or made by a majority of the Team present at a duly held meeting at which a quorum is present is the act of the Team, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater or lesser percentage or different voting rules for approval of a matter by the board.
Section 8. Chairman. There will not be a designated Chairman of the Team. Instead, the President will serve as the guide and conduct meetings. The President working with the Secretary/Treasurer is responsible to send the notifications for the next 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 9. Conduct of Meetings. Meetings of the Team shall be presided over by the President or, in his or her absence, by an Officer or member selected by the President, to act as the Chairman for that specific meeting. The Secretary/Treasurer of the Corporation shall act as Secretary of all meetings of the Team provided that, in his or her absence, the presiding Officer shall appoint another person to act as Secretary of the Meeting.
Section 10. Informal Action by Members. Any action required or permitted to be taken at a meeting of the Team or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the voting members or, as the case may be, members of such committee entitled to vote with respect to the subject matter thereof.
Section 11. Meetings. Meetings of the Leadership Team are open to all governance team members, unless the meeting is an executive session, and open to committee members by invitation. Governance team members may participate in any annual, regular, or special meeting of the Team or committee 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 five (5) members. Upon majority vote of the Leadership Team the Oversight Team can be expanded to a maximum of seven (7) members. After the first term of the initially appointed Oversight Team members, all members shall serve five-year terms. At the initial appointment one member will serve for five years, two members will serve for three years, and two members will serve for two years. Thereafter, there will be an appointment by the Leadership Team to fill the seat of the member whose term is expiring. A member of the Oversight Team may serve a maximum of two consecutive terms, after which they are required to sit out for a minimum of (1) year. The reappointment or removal is done by majority vote of all Directors and non-compensated Officers.
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, along with an outside accountant, shall audit the books and records of the Corporation as they deem appropriate, but not less than every three years.
ARTICLE X. FINANCE TEAM
Section 1. General. The Finance Team shall consist of three (3) members. After the first term of the initially appointed Finance Team members, all members shall serve three-year terms. At the initial appointment one member will serve for three years, one member will serve for two years, and one member will serve for one year. Thereafter every year there will be an appointment by the Leadership Team to fill the seat of the member whose term is expiring. A member of the Finance Team may serve a maximum of two consecutive terms, after which they are required to sit out for a minimum of (1) year. The reappointment or removal is done by majority vote of all Directors and non-compensated Officers.
Section 2. Duties. The Finance Team shall have custody of corporate funds. They shall work with the Secretary/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.
ARTICLE XI. COMMITTEES
Section 1. General. The Leadership Team, by a majority vote of all ten (10) members, may designate and appoint one (1) or more committees in addition to the required committees herein described. In addition, the President has the right, on his or her own, to appoint members to a support committee. All decisions and actions of a committee shall be subject to review by the Leadership Team. The designation and appointment of any such committee 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 committee.
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 such year as shall be adopted by the Leadership Team.
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. Reports. Each year after the annual meeting the Leadership Team shall make the Corporation’s financial reports open for public review. If audited financial reports are available, then the audited balance sheet and revenue and expense statement will be used.
Section 4. 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 Officer(s) as shall from time to time be determined by resolution of the Leadership Team. All checks, notes, bills receivable, trade acceptances, drafts, and other evidences of indebtedness payable to the Corporation shall, for the purpose of deposit, discount or collection, be endorsed by such Officer(s) of the Corporation 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 5. 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 6. Fidelity Bonds. The Leadership Team may require that Officers and other governance Team members of the Corporation having custody or control of corporate funds furnish adequate fidelity bonds. The premium on such bonds may be paid by the Corporation.
Section 7. Prohibition Against Loans. The Corporation shall not make loans to any Officer or Director of the Corporation.
Section 8. Gifts. The Leadership Team may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose or for any special Purpose of the Corporation.
Section 9. 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 10. Spending Requirement. After the initial three years of incorporation, the Corporation is required to spend a minimum of 85% of its revenues on activities (which include salaries) that support the purpose of the Corporation each fiscal year, with the exception that it shall be allowed for the Leadership Team to establish a designated fund for a specific future purchase or activity. All designated funds must have an established limit. If the purpose for the fund no longer exists, the monies in the fund must be included in the 85% spending requirement for the year in which the purpose for the fund is cancelled. If at the end of the fiscal year there are funds in excess of the 85% spending requirement, the monies may be carried over into the next fiscal year but must be used by the end of the fifth fiscal year unless set aside for a future purchase or activity.
Section 11. 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
Section 1. 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. Network fellowships will not collect participants’ giving to be sent directly to the Corporation. Network fellowships can instruct participants as to how to give directly to the Corporation.
Section 2. Special Giving. The Corporation may inform its Network fellowships of a special financial need (this must be in line with the purpose of the Corporation and laws that govern not-for-profit 501(c)(3) organizations) for which the fellowships may (but are not required to) collect a special offering and send it to the Corporation.
Section 3. Charitable Contribution Tax Benefit. Individual charitable donations received at the Corporation’s office that meet the federally-designated threshold will receive a receipt and can be claimed as a charitable contribution on an individual’s Federal Income Tax return. Giving received by network fellowships for local purposes is the responsibility of the fellowship receiving the funds, and the Corporation is not required to provide receipts for giving done within the fellowships for such purposes.
ARTICLE XV. MENTORING AND MISSIONARY PROGRAMS
Section 1. Mentoring Program OIKEOS mentoring programs 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 two-thirds of each of the three 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 the eighth day of August, 2018 by the Leadership Team at a scheduled meeting. They were amended the fourth day of August, 2019 by unanimous vote of each of the three Governance Teams.