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Betheden Ministries Constitution

A Michigan Nonprofit Corporation

Est. 2017

ARTICLE I

Purposes

Section 1.01 – Purposes

The Betheden Ministries (“Corporation”) is formed for the following purposes:

  1. To support research, education and translation in diverse contexts and educational settings. The focus includes but is not limited to the translation of materials and the creation of new materials and resources, especially among minority languages groups, in order to foster mother-tongue vitality, identity, education and preservation. To this end, the Corporation supports the study of linguistics, modern and ancient languages, literacy principles, community development, language development, translation studies, biblical studies, etc., and the training of others in these subjects in classes or workshops, whether nationally or internationally. These linguistic and educational objectives are accompanied by any type of additional relief, support or education deemed necessary in the situation, according to the felt needs, desires and rights of the community or individual to be served.
  2. To engage in other educational, charitable and religious endeavors within the meaning of §501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Revenue law).

Section 1.02 – Limitations on Purposes and Operations

The purposes and operations of the Corporation shall be limited as follows:

  1. No part of the net earnings, properties, or assets of the Corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual or any member or director of the Corporation; provided, however, that the Corporation shall be authorized and empowered to make payments and distributions in furtherance of the purposes set forth above; and provided further, that nothing herein contained shall be construed to prevent the payment of reasonable fees, salaries, or other remunerations to employees, directors, officers or other persons, firms or corporations.
  2. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall the Corporation participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision in this Constitution, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the Corporation.
  3. The Corporation shall not engage in any activity which is not permitted to be engaged in by an organization exempt under Section 501(c)(3) of the Code.

ARTICLE II

Offices

Section 2.01 – Principal Office

The principal office of the Corporation shall be located in Washtenaw County, Michigan, at such location as the Board of Directors of the Corporation (“Board”) may from time to time determine.

Section2.02 – Additional Offices

The Corporation may also have offices at such other places as the Board may from time to time determine or the operations of the Corporation may require.

ARTICLE III

Membership

Section 3.01 – Directors as Sole Members

Pursuant to the Michigan Nonprofit Corporation Act (the “Act”), the Directors of the Corporation shall be considered the members of the Corporation.

ARTICLE IV

Board of Directors

Section 4.01 – General Powers

  1. A. The powers of the Corporation shall be exercised, its business and affairs conducted, and its property managed under the direction of the Board.
  2. B. The Board shall have all powers and rights granted to Directors and to members under the Act, including, but not limited to the following:

(1)       To buy, own, sell, assign, mortgage, or lease any interest in real estate and personal property and to construct, maintain, and operate improvements thereon necessary or incident to the accomplishment of the purposes set forth in the Articles of Incorporation.

(2)       To borrow money and issue evidence of indebtedness in furtherance of any or all of the objects of its business, and to secure the same by mortgage, pledge, or other lien on the Corporation’s property.

(3)       To do and perform all acts reasonably necessary to accomplish the purposes of the Corporation.

Section 4.02 – Number; Voting Rights

The Board shall consist of no fewer than three (3) and no more than ten (10) persons.  Unless a greater portion is requiredelsewhere in this Constitution, no action of the Board may be taken without the affirmative vote of a majority of the Board.

Section 4.03 – Term

Directors shall serve terms of two (2) years, or until they resign or they are removed pursuant to Section 4.05 or Section 4.06, as applicable; provided, however, the Founding Director (as defined in Section 4.06) shall serve a perpetual term, until he resigns or is removed pursuant to Section 4.05 or Section 4.06, as applicable.  There shall be no limit to the number of terms a Director may serve.

Section 4.04 – Compensation; Costs

Directors as such shall not receive any salary for their services.  Costs incurred by Directors in the performance of their duties may be reimbursed by the Corporation upon approval of the Board.

Section 4.05 – Resignation

  1. A. Any Director may resign at any time by giving written notice to the Board.
  2. B. Unless otherwise specified therein, a resignation shall become effective upon delivery. The acceptance of such resignation shall not be necessary to make it effective unless so specified in the resignation.

Section 4.06 – Removal

Any Director, other than the Director who is the founding incorporator of the Corporation (“Founding Director”), may be removed, with or without cause, by action of a majority of the Board of Directors. The Director proposed to be removed shall not be entitled to vote on such action. The Founding Director may only be removed for “good cause” and upon vote of at least three-fourths (3/4ths) of the Directors (other than the Founding Director).

Section 4.07 – Vacancy

Any vacancy in the Board for any reason may be filled by the Board.The Director filling the vacancy shall serve the balance of the term of the vacant position.

Section 4.08 – Meetings

  1. A. An annual meeting of the Board for the consideration of reports and such other business as may be brought before the meeting shall be held on such date and at such location as may be determined by the Board or by the President.
  2. B. Additional meetings of the Board shall be held between annual meetings and at such time and location as may be specified by the Board or by the President.
  3. C. Special meetings of the Board may be called by the President or any two (2) Directors, which shall be held at such time and location as the President may specify.

Section 4.09 – Electronic Meetings

Notwithstanding anything herein to the contrary, any meeting of the Board may be held through any electronic communication pursuant to which each Director is able to hear each other Director participating in the meeting or in any other manner permitted under the laws of the State of Michigan and such participation shall constitute attendance at such meeting.

Section 4.10 – Notice of Meeting

  1. A. Written notice of the time and place of each meeting of the Board shall be given to each Director by telephone or by mail, facsimile, email, or personal delivery at least three (3) days before each meeting.
  2. B. Any Director may waive notice of the time and place of any meeting of the Board, either before or after the meeting is held. Any waiver must be in writing and filed with the records of the Corporation.  In addition, if a Director attends a meeting without indicating his or her objection to the meeting, his or her presence shall be deemed a waiver of notice of the meeting and such waiver shall be noted in the records of the meeting.

Section4.11 – Quorum

  1. A. A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
  2. B. In the absence of a quorum at any meeting of the Board, those Directors present may adjourn the meeting until a quorum shall be present. Notice of any adjourned meeting need not be given to the Directors present if the time and place to which it is adjourned are fixed and announced at such meeting.

Section 4.12 – Action by Board Without Meeting

  1. A. Any action which may be authorized or taken at a meeting of the Board may be taken without a meeting with affirmative written approval of all the Directors. Such unanimous written action may be in separate written counterparts (including e-mail correspondence).
  2. B. Any such writing or writings shall be filed with records of the Corporation.

ARTICLE V

Officers

Section 5.01 – Officers

The officers of this Corporation shall be a President, a Secretary, and a Treasurer who shall be appointed from among the Board.  The President shall be the Chair of the Board. The offices of Secretary and Treasurer may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law, the Articles, or the Constitution to be executed, acknowledged, or verified by two or more officers.  The Board may appoint such additional or assistant officers as it may deem appropriate.

Section 5.02 – Qualification, Appointment and Term of Office

  1. A. The Founding Director shall serve as President for an indefinite term, until his death or he resigns or is removed for good cause (pursuant to Section 4.06).
  2. The other officers, other than the Founding Director/President, shall be appointed by the Board of Directors and shall serve terms of two (2) years. For avoidance of doubt, once the Founding Director ceases to serve as the President, successor Presidents shall serve for terms of two (2) years.
  3. There shall be no limit to the number of terms an officer may serve; provided that when an officer ceases to be a Director, he or she shall no longer qualify to serve as an officer.

Section 5.03 – Resignation

  1. A. Any officer may resign at any time by giving written notice to the Board.
  2. B. Unless otherwise specified therein, a resignation shall become effective upon delivery. The acceptance of such resignation shall not be necessary to make it effective unless so specified in the resignation.

Section 5.04 – Removal

An officer (other than the Founding Director/President) may be removed by a majority vote of the Board of Directors. The officer proposed to be removed shall not be entitled to vote (i.e., in his or her capacity as Director) on such action. For avoidance of doubt, once the Founding Director ceases to serve as the President, successor Presidents may be removed by a majority vote of the Board of Directors.

Section 5.05 – Vacancy

Any vacancy in an office for any reason may be filled by a majority vote of the Board.

Section 5.06 – President

  1. A. The President shall preside at all meetings of the Board. The President shall provide leadership to the Board and its committees, and work closely with the other officers in carrying out the purposes of the Corporation.
  2. B. The President shall have such other authorities and duties as are delegated by this Constitution or by the Board.

Section 5.07 – Secretary

  1. A. The Secretary shall take or cause to be taken minutes of all meetings of the Board and shall be custodian of all records and reports of the Board and the Corporation.
  2. B. The Secretary shall have such other authorities and duties as may be delegated from time to time by this Constitution or by the Board.

Section 5.08 – Treasurer

  1. A. The Treasurer shall have supervision of all funds of the Corporation.
  2. B. The Treasurer shall have such other authorities and duties as may be delegated from time to time by this Constitution or by the Board.

ARTICLE VI

Committees

The Board may designate one or more committees to oversee various tasks or projects, which committees shall have and exercise such authority under the supervision of the Board.  Committee members may or may not be Directors. Committee chairs shall be appointed from among the Directors.

ARTICLE VII

Fiscal Management

Section7.01 – Fiscal Year

The fiscal year of the Corporation shall be a calendar year, January 1 through December 31.

Section 7.02 – Books and Accounts

Books and accounts of the Corporation shall be kept in accordance with the requirements of applicable laws.

Section 7.03 – Execution of Corporation Documents

With the prior authorization of the Board, all contracts and other documents shall be executed on behalf of the Corporation by the President or by any two other officers or Directors.

Section 7.04–Checks or Other Fund Transfers

Checks shall be signed, or any other fund transfers shall be authorized by any officer.

Section 7.05 – Financial Reports

An outside accounting firm shall compiletheCorporation’sfinancialstatementsandsuchadditionalreportsorinformationasmayberequested fromtimetotimebytheBoard.

ARTICLE VIII

Gifts to the Corporation

Section 8.01 – Gifts to the Corporation

  1. DonorsmaymakegiftstotheCorporationbynamingorotherwise identifyingtheCorporation.Gifts shallvestintheCorporationuponreceipt and acceptancebyit(whethersignifiedbya Director,officer,employeeoragentof theCorporation).
  2. The Board shall have the authority to reject any purported gift to the Corporation if the nature of the donor or the restrictions or required uses of the gifts are inconsistent with the purposes of the Corporation or would damage the reputation of the Corporation.
  3. Nogiftshallberequiredtobeseparatelyinvestedorheld,unlessnecessaryinorder topreventtaxdisqualification,orasrequired by law.Directionsfornamingafundasamemorialorotherwisemaybe satisfied bymaintaining a separate accounting of the fund’s principal and interest.

ARTICLE IX

Insurance; Indemnification

Section 9.01 – Insurance

The Corporation may purchase and maintain insurance on behalf of any person who is or at any time has been a Director, officer, employee, volunteer, or other agent of the Corporation or who is or at any time has been, at the direction or request of the Corporation, a Director, director, officer, volunteer, administrator, manager, employee, member, advisor, or other agent of any other corporation, partnership, trust, venture, or other entity, including any employee benefit plan, against any liability asserted against such person for actions taken in connection therewith.

Section 9.02 – Indemnification

The Corporation shall indemnify all Directors and officers of the Corporation against any losses incurred while acting in such capacities to the full extent permitted under the laws of the State of Michigan.

ARTICLE X

Confidentiality of Records

Section 10.01 – Matters of Confidentiality

In the interest of maintaining the confidentiality of the Corporation’s affairs, the Board may keep confidential the financial and other records of the Corporation and the minutes of their proceedings regarding any matters the Board determines in good faith to be confidential.

ARTICLE XI

Conflicts of Interest

Section 11.01 – Contracts With Directors

No contract or transaction between the Corporation and one or more of its Directors and officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are also directors or officers or have a financial interest shall be void or voidable solely for such reason or solely because the Director or officer is present at or participates in the meeting of the Board that authorizes the contract or transaction or solely because his or their votes are counted for such purpose, if:

  1. A. The material fact as to his/her interest and as to the contract or transaction are disclosed or known to the Board, and the Board in good faith authorizes the contract or transaction; and
  2. B. The contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified.

Section 11.02 – Quorum.

Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board that authorizes a contract or transaction described inSection 11.01.

ARTICLE XII

Investments

Section 12.01 – Investments made by Corporation

The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner and to invest and reinvest any funds held by it, according to the judgment of the Board, without being restricted to the class of investments that a Director is or may hereafter be permitted by law to make or any similar restriction; provided, however, that no action shall be taken by or on behalf of the Corporation if such action is an unlawful transaction or would result in the denial of the tax exemption under Sections 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

ARTICLE XIII

Dissolution

Section 13.01 – Disposition of Assets

Upon dissolution of the Corporation, voluntarily or involuntarily, by judicial order, or otherwise, all of its assets after paying or providing for all debts and obligations, shall be transferred or conveyed to any organization or organizations exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 with similar or comparable purposes as the Corporation, as shall be selected by a majority vote of the members of the Board, which shall include the affirmative vote of the Founding Director.

Section 13.02 – Prohibited Disposition

Upon dissolution of the Corporation, no part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Directors, officers or any person except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in the furtherance of the Corporation.

                                                                       ARTICLE XIV

                                                                          Amendment

Section 14.01 – Amendment

This Constitution may be amended from time to time by the affirmative vote of a two-thirds majority of the Board, which shall include the affirmative vote of the Founding Director.