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BY‑LAWS OF The Rocky Mountain Christian Institute As of May 10, 2004 ARTICLE I - ORGANIZATION 1. NAME The name of this organization shall be the Rocky Mountain Christian Institute, Inc. herein after referred to as RMCI. 2. SEAL The organization shall have a seal which shall be in the following form: 3. NAME CHANGE The organization may, at its pleasure, change its name by vote of the board of directors. Any such name change shall be done by filing of notice of the use of an assumed name by the Corporation or by amendment to the By‑Laws of the Corporation and the Articles of Incorporation with the State of Montana. ARTICLE II - PURPOSES 1. PURPOSES The following are the purposes for which this Corporation has been organized: To provide support materials, services, facilities and software for Christian Churches, Christian Schools, Christian Activities and Christian Individuals. To support Christian Education by developing and distributing Correspondence Courses and Christian Education Materials for Christian Schools. To support and provide Christian youth activities for communities that have access to RMCI facilities. Rocky Mountain Christian Institute is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not 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 of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the internal Revenue Code, or corresponding section of any future federal tax code. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. ARTICLE III - MEMBERSHIP 1. MEMBERSHIP Membership in this organization shall be open to all who 1. Must be sponsored by two members in good standing. 2. Are current on dues when dues are applicable. 3. Have subscribed to the RMCI statement of faith. 4. Have had their application approved by a majority vote of the current board or its designated committee. Membership is limited to individuals only. Organizations may not be full voting members of RMCI. A member shall not be entitled to vote for the board of directors. Members are entitled to enjoy the member benefits established by the Board of Directors. ARTICLE IV - MEETINGS 1. REGULAR MEMBERSHIP MEETING Regular meetings of this organization shall be held at the discretion of the board of directors. Members are not allowed to vote on the business matters of the corporation. Membership meetings are for the purpose of soliciting input for the board of directors on the affairs of the corporation. 3. SPECIAL BOARD MEETINGS Special meetings of the board of directors of the organization may be called by the president when he (she) deems it to be in the best interest of the organization. The secretary shall cause to be mailed notices of such special meetings to all board members at their addresses as they appear in the membership roll book of this organization. Such notices shall be sent at least 14 days prior to the scheduled date of the meeting. The notice shall state the reasons the meeting has been called, the business to be transacted and by whom the meeting was called. At the request of 2 members of the Board of Directors the organization, the president shall cause a special meeting of be board of directors to be called. Such requests must be made in writing at least 30 days before the requested date of scheduling. No other business but that specified in the notice may be transacted at such special board meetings without the unanimous consent of all present at such meeting. ARTICLE V - GOVERNING ORGANIZATIONS RMCI will be governed by Churches of Christ residing in the State of Montana. The following governing organizations will be entitled to appoint the number of directors stated below: Rocky Mountain Church of Christ Five Directors P.O. Box 7424 Helena, Montana
Helena Church of Christ Four Directors 1000 Ewing Helena, Montana
Great Falls Church of Christ Two Directors
3400 Central Ave ARTICLE VI - VOTING 1. VOTING Voting at all meetings, except for the election of officers, shall be by voice. Election of officers shall be done by written ballot of the board of directors and the voting board member shall not be identified on said ballot. The officers shall be selected from board members and shall be elected as follows; 1. The President shall appoint a nominating committee of two members in April of each year. The nominating committee shall submit the names of candidates for the various offices at the annual meeting of the membership and board of directors. At these meetings nominations for all offices can also be made from the floor. 2. The candidates will then be voted upon. Officers will begin their term of office immediately after their election to office. At all votes by ballot, the chairperson of the meeting may, prior to the vote, appoint a committee of 2 board members who shall act as "Inspectors of Election" and who, at the conclusion of the balloting, shall certify in writing to the chairperson, the results of the balloting. The certified copy of the results shall be placed in the minute book of the organization. No "Inspector of Election" may be a candidate for office. ARTICLE VI I- ORDER OF BUSINESS 1. ORDER OF BUSINESS The order of business at meetings shall be as follows: A. Roll call. B. Reading of the minutes of the preceding meeting. C. Reports of committees. D. Reports of officers. E. Old and unfinished business. F. New business. G. Other miscellaneous business. H. Adjournment. ARTICLE VIII - BOARD OF DIRECTORS 1. MANAGEMENT The business of this organization shall be managed by the Board of Directors of this organization. The Board of Directors shall have the control and management of the affairs and business of this organization. The Board of Directors shall act only in the name of the organization when it shall be regularly convened by its chairperson after due notice to all the directors and officers of such meeting. 2. DIRECTORS The initial board of directors shall be as follows: Jerry Botts Rocky Mountain Church of Christ Jerry Christison Helena Church of Christ Scott Heddings Rocky Mountain Church of Christ Richard Jackson Rocky Mountain Church of Christ Shaun Peterson Rocky Mountain Church of Christ Richard Subry Rocky Mountain Church of Christ They shall have staggered terms as noted in the minutes of the first reorganization meeting. The directors for the ensuing term shall be chosen by the governing organizations stated in the By-laws. The directors will serve for a term of 3 years. Vacancies in the Board of Directors shall be filled by the respective governing organization that the director represented. A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel at any removal hearing. The Board of Directors shall adopt such rules as it may, at its discretion, deem necessary for the best interests of the organization for said hearings. 3. QUORUM Three (3) of the members of the Board of Directors shall constitute a quorum. Each director shall have one vote and such voting may not be done by proxy. 4. MEETINGS The meetings of the Board of Directors shall be held quarterly or as scheduled by the President of corporation. The Board of Directors may make such rules and regulations covering its meetings as it may, in its discretion, deem necessary. The statement of faith for RMCI shall be established by the Board of Directors. The president of the organization, by virtues of the office, shall be chairperson or the Board of Directors. The secretary of the organization shall serve as secretary for the Board of Directors. ARTICLE IX - OFFICERS 1. OFFICERS TERMS The initial officers of the organization are as follows: President: Dick Subry 1 Year Vice President: Shaun Peterson 1 Year Secretary: Lindy Heddings 1 Year Treasurer: Scott Heddings 1 Year Subsequent officers shall serve a one year term of office or until the next annual Board meeting is held following the annual membership meeting. All officers serve at the pleasure of the Board and can be removed by the Board. 2. PRESIDENT The president shall preside at all membership meetings, be chairperson of the Board of Directors (by virtue of the office), present an annual report of the work of the organization at each annual meeting, appoint all committees (permanent or temporary), see that all books, reports and certificates, as required by law, are properly kept or filed, may be one of the officers who may sign the checks or drafts of the organization and have such powers as may be reasonably construed as belonging to the chief executive of any organization. 3. VICE PRESIDENT The vice president shall, in the event of the absence or the inability of the president to exercise his or her office, become acting president of the organization with all the rights, privileges and powers as if he or she had been the duly elected president. 4. SECRETARY The secretary shall keep the minutes and records of the organization in appropriate books, file any certificate required (federal, state or local), give and serve all notices to members of the organization, may be one of the officers required to sign the checks and drafts of the organization, present to the membership, at any meetings, any communication addressed to the secretary of the organization, submit to the Board of Directors any communications addressed to the secretary of the organization, attend to all correspondence of the organization and exercise all duties incident to the office of secretary. 5. TREASURER The treasurer shall: have care and custody of all monies belonging to the organization, be solely responsible for such monies or securities of the organization, be one of the officers who shall sign checks or drafts of the organization and shall exercise all duties incident to the office of treasurer. No special fund may be set aside that shall make it unnecessary for the treasurer to sign the checks or drafts issued upon it. The treasurer shall render, at stated periods as the Board of Directors shall determine, a written account of the finances of the organization and such reports shall be physically affixed to the minutes of the Board of Directors of such meetings. 6. COMPENSATION No officer or director shall, for reason of the office, be entitled to receive any salary or compensation, however nothing herein shall be construed to prevent an officer or director from receiving compensation from the organization for duties other than as an officer or director. BOARD OF DIRECTORS Officers shall, by virtue of their office, be members of the Board of Directors. ARTICLE X - SALARIES SALARIES The Board of Directors shall hire and fix the compensation of any and all employees which they, in their discretion, determine as necessary for the conduct of the business of the organization. ARTICLE XI - COMMITTEES 1. COMMITTEES All committees of this organization shall be established by the President and the term of office shall be for a period of one year or less, unless terminated sooner by the action of President or Board of Directors. ARTICLE XII - DUES 1. DUES The dues of this organization shall be established by the Board of Directors and shall be payable by the 15th of each month. ARTICLE XIII - AMENDMENTS 1. AMENDMENTS The Board of Directors may amend, alter, repeal or enhance these By-Laws by an affirmative vote of a majority of the Board whenever the number of directors represents at least three fourths of the total outstanding board members. |
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