Center for Women’s Ministries, Inc.
Adopted by the CWM Board of Directors October 27, 2005
Don Robertson, President
AMENDED CODE OF BY-LAWS
OF
The Center for Women’s Ministries, Inc.
ARTICLE I
NAME
Section 1.1. Name. The name of this Corporation shall be
TheCenter for Women’s Ministries, Inc, hereinafter referred to
as the "CWM.”
ARTICLE II
PURPOSES
Section 2.1. Purposes. The purposes of the Center for Women’s
Ministries, Inc. are:
(a)To provide a non-profit, non-denominational ministry
for women age 13 and older, promoting emotional and
spiritual healing;
(b)To create an environment where non-judgmental
listening, sharing, encouragement and prayer support can
take place;
(c)To perform any purpose which not-for-profit
corporations are authorized under the Indiana Not-for-
profit Corporation Act of 1991 (hereinafter referred to
as the “Act.”
Section 2.2. Beliefs.
(Amended by the Board of Directors April 2, 2005
Tenets
- Crisis intervention with a spiritual emphasis
- A non-profit, non-denominational ministry for women,
promoting emotional and spiritual healing.
Mission
To provide peer counseling at no cost, support groups, Bible
studies, prayer groups and educational opportunities in a non-
judgmental atmosphere to women within the community.
Statement of Faith
We believe that in our brokenness we can come to know the
love of God through Jesus. Because He lives, we can
experience emotional and spiritual healing.
We believe in:
The Bible as the Word of God, inspired by God and inerrant
in its original manuscripts.
(Rom 15:4; 16:25-26; 2 Tim 3:15-17; Heb 4:12; 1 Pet 1:25; 2 Pet 1:20-21)
The Trinity of the Godhead: There is one God in three
persons: the Father, the Son (Jesus Christ) and the Holy
Spirit.
(Mt 28:19; Mk 1:9-11; Jn 14:6-17; Acts 1:7-9; Rom 8:6-16; 1 Jn 5:6-9)
The virgin birth of Jesus Christ: Jesus is both the eternal
Son of God and the Son of Man, two distinct natures in one
Person forever.
(Isa 7:14; 53; Mt 1:18-23; 16:16; Rom 1:3-4; Phil 2:5-11; 1 Tim 3:16)
The bodily resurrection of Jesus Christ, which assures the
resurrection of all believers who have accepted God’s gift
of eternal life.(Mt 28; Acts 1:3-9; 7:55-56; Rom 1:3-4; 1 Cor 15:3-8;Eph 1:20)
The sinful nature of humanity: We are all sinners who need a
Savior, Jesus Christ, to restore us to the right
relationship with God.
(Gen 3; 51:5; Is 1:18; Rom 1:22-32; 5:6-8; 6:23)
The atonement: Jesus Christ bore our sins when He shed His
blood and died on the cross. He paid the price for our
sins.(Rom 5:19; 6:6; Col 1:21-22; 1 Tim 1:15)
The necessity for each individual to accept the gift of
salvation or eternal life, by choosing to invite Jesus
Christ into his or her life to be both Savior and Lord.
(Jn 1:12; 5:24; 6:37; Lk 5:32; Acts 16:31; Rom 10:13; Eph 2:8; 1Jn 5:12)
The indwelling of the Holy Spirit in the life of the
believer: He quickens from death to life and continues His
work of sanctification during the lifetime of the Christian
(Eph 2:4-10; Col 3:9-10)
Further, we believe that God has commanded that no intimate
sexual activity be engaged in outside of a marriage between
a man and woman. We believe that any form of homosexuality,
lesbianism, bisexuality, bestiality, incest, fornication,
adultery, and pornography are sinful perversions of God’s
gift of sex. We believe that God disapproves of and forbids
any attempt to alter one’s gender by surgery or appearance.
(Gen 2:24; 19:5-7, 13; 26:8-9; Rom 1:26-29; 1 Cor 5:1, 6:9; 1 Thess 4:1-8; Heb 13:4)
We believe that the only legitimate marriage is the joining
of one man and one woman. (Gen 2:24: Rom 7:2; Eph 5:22-23)
ARTICLE III
RESOURCE MANAGEMENT
Section 3.1. Leases. The CWM shall execute its own lease and be
financially responsible therefore.
Section 3.2 Property Ownership. The CWM may also own its own
property if it chooses to do so.
Section 3.3. Financial Affairs. Each local CWM shall be
responsible for its own financial affairs, including any
undertaken expenditure and any fund raising.
ARTICLE IV
MEMBERSHIP
Section 4.1 Membership. Membership of the CWM shall be open
to any person believing and confessing Christianity and who
acknowledges and accepts Jesus Christ as Lord and Savior. Members
shall affirm the Beliefs from Section 2.2.
Section 4.2. Membership Defined. Members of the CWM shall be
any natural person who 1) agrees with the Tenets, Purposes and
Statement of Faith of the corporation; 2) signs the agreement form
and files it with the corporate office; 3) submits annual dues to
Center for Women’s Ministries, Inc. corporate office.
ARTICLE V
MEETINGS OF MEMBERS
Section 5.1. Annual Meeting. An annual meeting of the members
shall be held on the first Saturday in the month of April, or on
such other date as may be designated by the Board of Directors,
for the purpose of electing directors and for the transaction of
such other business as may come before the meeting.
Section 5.2. Special Meetings. Special meetings of the members
may be called by the President, by a majority of the Board of
Directors, or by a petition in writing of not less than twenty-
five (25) of the members having voting rights.
Section 5.3. Place of Meeting. The Board of Directors may
designate any place, either within or without the state of
Indiana, as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. If no
designation is made or if a special meeting be otherwise called,
the place of meeting shall be the principal office of the National
CWM in the State of Indiana. If all of the members shall meet at
any time and place, either within or without the State of Indiana
and consent to the holding of a meeting, such meeting shall be
valid without call or notice, and at such meeting any corporate
action may be taken.
Section 5.4. Notice of Meetings. A written or printed notice
stating the place, day and hour of the meeting and, in the case of
a special meeting, the purpose for which the meeting is called,
shall be delivered or mailed by the Secretary, or by the officer
or person calling the meeting to each member of record entitled to
vote at that meeting, at the address which appears on the records
of the National CWM, at least ten (10) business days before the
date of meeting. Notice of any meeting of members may be waived
in writing filed with the Secretary or by attendance in person.
Section 5.5. Informal Action by Members. Any action required by
law to be taken at a meeting of the members, or any action which
may be taken at a meeting of members, may be taken without meeting
if a consent in writing, setting forth the action so taken, shall
be signed by all of the members entitled to vote with respect to
the subject matter thereof, and such consent is filed with the
minutes of the proceedings of the members.
The board may submit any question to the membership for vote by
mail or telephone ballot when, in its discretion, such ballot is
deemed necessary or advisable. Such a ballot shall require a
number of responses equal to or in excess of a quorum with the
vote taken at a meeting. Results of such a vote shall be published
in the next newsletter distributed to all members. Mail and
telephone ballots shall be subject to ratification by the members at
the next meeting.
Section 5.6. Proxies. At any meeting of members, a member
entitled to vote may vote by proxy executed in writing by the
member or his duly authorized attorney-in-fact. No proxy shall be
valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.
Section 5.7. Quorum. A majority of persons qualified to vote as
members at any meeting, represented in person or by proxy, shall
constitute a quorum. Where a quorum exists, a majority vote shall
decide all questions unless a larger vote is required by law or
unless otherwise stated in the By-laws. Exceptions to this
includes overturning a board decision; these issues require a two-
thirds (2/3) affirmative vote.
Section 5.8. Voting List. The Secretary of the CWM, shall keep
at all times, at the principal office of the Corporation, a
complete and accurate list of all members entitled to vote at any
meeting of the members, which may be inspected by any member for
any proper purpose, at any reasonable time.
ARTICLE VI
BOARD OF DIRECTORS
Section 6.1. General Powers. The control and management of the
affairs of the CWM shall be vested in its Board of Directors.
Directors must be members of the CWM.
Section 6.2. Number and Tenure. The number of Directors shall be
not less than three (3) nor more than nine (9). Each Director
shall hold office for a term of three (3) years or until his
successor shall have been elected and qualified except that at the
first election after incorporation, one member of the Board of
Directors shall be elected for a three (3) year term, one for a
two (2) year term, and one for a one(1) year term so that the
terms of one-third of the Directors shall expire annually. Each
Director shall be eligible for re-election. The Board of Directors
shall have the right to increase or decrease within the limits
prescribed by the Articles of Incorporation the number of Directors
by a vote of the majority of the Directors present at a properly
called meeting of the Board of Directors.
Section 6.3. Ex-officio Directors. The executive director of CWM
shall serve as an ex-officio board member throughout her tenure as executive director. Local center directors shall elect, by majority of their number, an ex-officio liaison to the board, for a two (2) year term, to represent their interests.
Section 6.4. Election of Directors. The election of board directors will proceed as follows:
The Board shall select a nominating committee which shall prepare a slate of board candidates to serve three-year terms. The names of the candidates shall be presented at the annual meeting in April. Additional nomination(s) may be made from the floor at the consent of the nominee(s).
The election shall be by written and closed ballot, taking place at the annual meeting. Each candidate shall be elected by a simple majority of “yes” votes on all ballots cast. This includes proxy votes, per section 5.6, received prior to election time as indicated on the annual meeting agenda. The director’s term begins immediately upon election.
Section 6.5. Removal from the Board. Any board director may be removed, with or without cause, by the Board of Directors whenever a majority of such Board shall vote in favor of such removal.
Section 6.6. Vacancies on the Board. Any vacancy among the elected directors caused by death, resignation, removal or otherwise shall be filled by a majority vote of the remaining members of the Board
of Directors. A Director chosen to fill a vacancy shall hold office until the expiration of the term of the Director causing the vacancy
and until his successor shall be chosen and qualified.
A vacancy caused by death, resignation, removal or otherwise of the center director liaison shall be filled within sixty (60) days by a majority vote of current center directors.
Section 6.7. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than these By-Laws, immediately after, and at the same place as, the annual meeting of members, for the purpose of electing officers of the Corporation and consideration of any other business which may be brought before the meeting. The Board of Directors may provide by resolution the time and place, either within or without the State of Indiana, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 6.8. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or
any two Directors. The person or persons authorized to call
special meetings of the Board may fix any place, either within or
without the State of Indiana, as the place for holding any special
meeting called by them.
Section 6.9. Notice of Special Meetings. Notice of any special meeting of the Board of Directors shall be given at least two (2)
days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by
the records of the National CWM. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall
constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unlessspecifically required by law or these By-Laws.
Section 6.10. Quorum. A majority of the entire Board of Directors shall constitute a quorum. However, when filling vacancies occurring in the Board of Directors, a majority of the existing Directors shall constitute a quorum.
Section 6.11. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 6.12. Appealing a Board Decision. A Board decision may be appealed by a Corporation member. To overturn a Board decision, a two-thirds (2/3) majority vote of the membership is required.
Section 6.13. Informal Action by Directors. Any action required or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting, if prior to such action a written consent to such action is signed by all members of the Board or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the
Board or committee.
Section 6.14. Power to Appoint Executive Committee. The Board of
Directors shall have power to appoint by resolution adopted by a majority of the entire Board an Executive Committee composed of two or more Directors, who, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the business of the CWM between meetings of the Board. This specifically includes the responsibility to review extraordinary or non-budgeted expenditures as submitted by the Treasurer for approval. The committee shall keep minutes of its proceedings and file them with the minutes of proceedings of the Board of Directors. The President of the Board of Directors shall serve as President of the Executive Committee.
Section 6.15. Power to Appoint Standing and Special Committees. The President of the Board of Directors may from time to time create and appoint standing and special committees and appoint committee chairpersons to undertake studies, make recommendations and carry on special functions for the purposes of efficiently accomplishing the purposes of the Corporation. Any such special committee may have one or more advisory members who need not be members of the Board of Directors but no such advisory member shall have a right to vote on any matter presented to or considered by such special committee.
Section 6.16. Power to Make and Enforce By-Laws. The Board of Directors shall have the power to make and alter, to interpret and enforce any by-law or by-laws, including the fixing and altering of
the number of Directors. Notwithstanding the Board of Directors' power, the Board of Directors must confirm the Beliefs herein, Section 2.2.
Section 6.17. Power to Elect and Appoint Officers. Per Section 6.7, the Board of Directors shall elect a President, one or more Vice-Presidents, a Secretary and a Treasurer. The Board shall have the power to appoint such other officers and agents as the Board may deem necessary for transaction of the business of the CWM. Any officer or agent may be removed by the Board of Directors whenever in the judgment of the board the interests of the CWM will be served thereby.
Section 6.18. Delegation of Powers. For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other officer or Director, but no officer or Director shall execute, acknowledge or verify any instrument in more than one capacity.
ARTICLE VII
OFFICERS
Section 7.1. Officers. The officers of the CWM shall be a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as designated by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 7.2. Election and Term of Office. The officers of the CWM (President, one or more Vice-Presidents, a Secretary, and a Treasurer) shall be elected annually from among and by the Board of
Directors at the regular annual meeting of the Board of Directors.
Other such officers may be appointed by the board per Section 7.17. Term of office is effective immediately upon election. Each officer shall hold office for one year or until his successor has been duly elected and qualified, unless earlier removed by the Board of Directors. Officers shall be eligible for re-election. All officers and agents can be removed at any time by the affirmative vote of the majority of the members ofthe Board of Directors.
Section 7.3. President. The President shall be the chief executive officer of the CWM. He shall preside at all meetings of the Board of Directors, Executive Committee and membership. Under the Board's direction he shall have administrative charge over the affairs of the CWM and over the other officers. He shall perform all such other duties as are incident to this office.
Section 7.4. Vice-President. The Vice-President shall perform the duties specified in Section 7.3 of this Article in the absence or disability of the President. In addition, he shall perform duties and assignments which may from time to time be delegated by the President or the Board.
Section 7.5. Treasurer. The Treasurer shall have general charge over CWM funds and fund-raising activities. He shall maintain records of all corporation finances and provide oral and written
reports of expenditures and income at each business and executive committee meeting. Per Section 6.14, he shall submit extraordinary non-budgeted expenditures to the executive committee for approval.
He shall ensure that necessary local, state and federal tax reports are filed in timely fashion. He shall submit all financial records to the Executive Committee for an annual independent audit. He shall perform all such other duties as are incident to this office as Treasurer.