Incorporation

The Corporation shall be a not-for-profit organization incorporated under the laws of the State of Illinois, USA.

Partnership with the Church of the Nazarene

1. Registration.

    

   The Corporation shall be a registered Nazarene Compassionate Ministry Center through the Loop Church of the Nazarene (Local Church) as provided in the current edition of the Manual of the Church of the Nazarene (Manual).

2. Principle Office.

    

   In partnership with the Local Church, the Corporation shall operate within the community area of the City of Chicago officially recognized as “the Loop.” The Corporation may acquire additional space and offer additional services outside the Loop, provided that the principal office of the Corporation remains within the Loop and that the Corporation continues to offer compassionate ministry services in the Loop.

3. Property.

    

   If the Corporation should wish to dissolve; or should relocate or attempt to relocate its principal office outside the Loop, or otherwise cease to offer all or most of its compassionate ministry services within the Loop; or in the event of its withdrawal or attempted withdrawal from its partnership with the Church of the Nazarene, then any property of the Corporation that may exist shall in no way be diverted to other purposes, but title shall pass to the Local Church acting as agent for the Corporation, or other authorized agents, for the use of the Local Church at large, as its board shall direct. If, however, the Local Church should become inactive or disorganized, or in the event of its withdrawal or attempted withdrawal from the Church of the Nazarene, then any property of the Local Church that may exist shall in no way be diverted to other purposes, but title shall pass to the authorized agents as provided by the Manual, and the chair shall submit a written request to these agents that such property be used by the Corporation as a registered Nazarene Compassionate Ministry Center through another entity of the Church of the Nazarene operating within the Loop.

Members

The members of the Corporation shall consist of the members of the Board of Directors.

Officers

1. Officers and Duties.

    

   The officers of the Corporation shall be a Board Chairperson; a Secretary; a Treasurer; no fewer than two and as many as twenty-two Directors; plus any and all Honorary Officers. These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Corporation.

2. Board Chairperson.

    

   If the office of Board Chairperson should become vacant between elections, then the Secretary shall preside until the immediate election of a chairperson pro tem.

3. Treasurer.

    

   The Treasurer may not be related by blood, marriage, or domestic partnership within the second degree of consanguinity or affinity to any officer of the Corporation or corporate staff.

4. Ex Officio Officers.

    

   The following persons shall be ex officio members of the Board of Directors:

   1. The pastor of the Local Church
   2. The district superintendent in jurisdiction of the Local Church
   3. The Regional Director of Nazarene Compassionate Ministries
   4. The President of Olivet Nazarene University
   5. The Mayor of the City of Chicago
   6. The aldermen of any and all wards of the City of Chicago whose boundaries lie within the Loop
   7. The commissioners of any and all districts of Cook County whose boundaries lie within the Loop

   Except for the pastor of the Local Church, no ex officio member may be elected to any other voting office of the board.

5. The Pastor of the Local Church.

    

   The pastor of the Local Church shall attend all meetings of the board, and shall report at all regular meetings.

6. Honorary Officers.

    

   Upon the signed recommendation of one member, seconded by another member, and the three-fourths vote by ballot at the annual meeting, an honorary officer position, bearing an appropriate title, may be conferred upon an adult resident of the City of Chicago who has rendered notable service to the Corporation. An honorary officer shall have none of the obligations of membership in the Corporation, but shall be entitled to all of the privileges except those of making motions, of voting, and of holding any other office.

7. Nomination Procedure.

    

   At a regular meeting prior to the annual meeting, the Board of Directors shall elect a Nominating Committee of three members whose duty it shall be to nominate candidates for each office to be filled at the annual meeting. Nominations shall invite a diversity of candidates—both from within and beyond the membership of the Church of the Nazarene—especially women, persons of color, recent college graduates, and residents of the City of Chicago who have suffered under oppression, injustice, violence, poverty, hunger, or disease during their residency. The Nominating Committee shall report at the annual meeting, additional nominations from the floor shall be permitted.

8. Ballot Election.

    

   Officers shall be elected by ballot, except that when there is only one nominee for an office, the chair shall declare the nominee elected by acclamation.

9. Terms of Office.

    

   An officer’s term shall begin at the close of the annual meeting at which the officer is elected. Officers shall serve for a term of one year and until their successors are elected.

10. Removal From Office.

     

    Officers may be removed from office for cause of disciplinary proceedings as provided in the parliamentary authority. Officers who are also members of the Church of the Nazarene may be removed from office for cause of disciplinary proceedings as provided in the Manual.

11. Office Holding Limitations.

     

    No member shall hold more than one voting office at a time.

Meetings

1. Regular Meetings.

    

   The regular meetings of the Corporation shall be held quarterly at a time and place designated by the chair.

2. Annual Meetings.

    

   The regular meeting during the final quarter of the administrative year shall be known as the annual meeting and shall be for the purposes of electing officers; receiving reports of officers and committees; and any other business that may arise.

3. Special Meetings.

    

   A special meeting may be called by the chair or by a written request of three members of the Board of Directors. The purpose of the meeting shall be stated in the call, which shall be communicated to all members at least 48 hours before the meeting.

4. Administrative Year.

    

   The administrative year of the Corporation shall run concurrently with the administrative year of the Local Church.

5. Notice of Meetings.

    

   Official notice of each regular meeting shall be given to each member by email not less than fifteen days prior to the meeting.

6. Quorum.

    

   Three voting members of the Board of Directors shall constitute a quorum.

Board of Directors

1. Board Composition.

    

   The officers of the Corporation, including the Directors, shall constitute the Board of Directors.

2. Board Duties and Powers.

    

   The Board of Directors shall have full power and authority over the affairs of the Corporation, and shall perform such duties as are specified in these bylaws and in partnership with the Local Church.

3. Board Membership Dues.

    

   Annual dues shall be in a cash amount of a member’s own choosing greater than zero dollars, agreed upon through a written pledge to be submitted to the Treasurer on or before the date of the second regular meeting of the year. Dues shall be payable in advance on or before the date of the final regular meeting prior to the annual meeting. The Treasurer shall notify members 30 days in arrears, and those whose dues are not paid on or before the date of the annual meeting shall not be eligible to serve on the Board of Directors for the following year.

4. Compensation.

    

   Members of the Board of Directors shall not receive any compensation for their services as Directors.

Committees

1. Finance Committee.

    

   The chair shall appoint a Finance Committee composed of the Treasurer and two other members promptly after the annual meeting. This committee shall prepare a budget for the administrative year and submit it to the Corporation on or before the day of the first regular meeting. This committee may from time to time submit amendments to the budget for the current administrative year, which may be adopted by a majority vote.

2. Auditing Committee.

    

   The chair shall appoint an Auditing Committee of three members at a regular meeting prior to the annual meeting, whose duty it shall be to audit the Treasurer’s accounts at the close of the administrative year and to report at the annual meeting.

3. Other Committees.

    

   The Corporation may establish other committees, standing or special, as it shall from time to time deem necessary to carry on the work of the Corporation. The chair shall appoint their members, except that in the absence of the chair, the Board of Directors may appoint the members of a special committee, who shall be treated as though appointed by the chair.

4. Ex Officio Committee Membership.

    

   The chair shall be ex officio a member of all committees except the Nominating Committee and all disciplinary committees.

Corporate Staff

The Board of Directors may hire an Executive Director who shall serve at the will of the board. The Executive Director shall have immediate and overall supervision of the operations of the Corporation, and shall direct the day-to-day business of the Corporation; maintain the properties of the Corporation; hire, discharge, and recommend the salaries and other compensation of all staff members under the Executive Director’s supervision to the board for approval; and perform such additional duties as may be directed by the board. No officer may individually instruct the Executive Director or any other employee. The Executive Director shall attend all meetings of the board, and shall report at all regular meetings.

Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with the Manual, these bylaws, and any special rules of order the Corporation may adopt.

Amendment of Bylaws

1. Conditions to Amend Bylaws.

    

   The bylaws may be amended at any regular meeting of the Corporation by a two-thirds vote, provided that the amendment has been submitted in writing at the previous regular meeting or at a special meeting called for the purpose of submitting such an amendment for consideration at the next regular meeting.

2. Compulsory Amendments.

    

   Any amendment to these bylaws necessitated by amendments to the Manual shall be effected by the Board of Directors and reported in writing to the district in jurisdiction of the Local Church within sixty days following the adoption of such amendments by the Church of the Nazarene.