CONSTITUTION AND BYLAWS
OF
IMPACT NORTHWEST, INC.
ARTICLE I. NAME AND LOCATION
The name shall be Impact Northwest, Inc. and shall operate at various camp locations within the State of Washington.
ARTICLE II. PURPOSE AND OBJECTIVES
The purpose of Impact Northwest shall be to acquire and maintain camp properties which would be available to youth organizations for conducting outdoor activities, camping experiences, and environmental education, which when experienced will help develop deeper appreciation for community and environment, strengthen
moral character, inspire personal spiritual growth and challenge personal
dedication to living responsibly.
ARCTICLE III. PEROGATIVES
Impact Northwest shall have full power as conferred upon non-profit corporations under the laws of the State of Washington to carry on business as follows:
A. To acquire, hold, manage, encumber, lease, and dispose of any property, real or personal, as convenient and appropriate for any purposes herein expressed.
B. To acquire by purchase, subscription, or otherwise, and to hold for investment or otherwise, and to use, sell, assign, transfer, mortgage, pledge, or otherwise deal with or dispose of stocks, bonds, or any type of obligations or securities acquired from any individuals or corporation.
C. To borrow money, and to make and issue notes, bonds, debentures, obligations and evidences of indebtedness of all kinds, whether secured by mortgage, pledge or otherwise, without limit as to amount, except as may be prohibited by statute, and to secure the same by mortgage, pledge or otherwise, and generally to make and perform agreements and contracts of every kind and description.
D. To receive members for general and financial support; to elect officers for organizational leadership; to employ managers, caretakers, and such staff as needed to its well being; and to do all and everything necessary, suitable and proper for the accomplishment of any of the purposes, either alone or in association with other corporations, firms, groups or individuals, provided the same be not inconsistent with the laws under which this corporation is organized.
ARTICLE IV. TENETS OF FAITH
The Articles of Faith are established to provide a common ground among the membership. The Articles of Faith are as follows:
1. The Bible is the inspired and only infallible, authoritative written Word of God.
2. There is one God, eternally existent as three persons:
God the Father, God the Son, and God the Holy Spirit.
3. We believe in the Deity of our Lord Jesus Christ, in His virgin birth, in His sinless life, in His miracles, in His vicarious and atoning death, in His bodily resurrection, in His ascension to the right hand of the Father, and in His personal future return to this earth in power and glory.
4. The only means of salvation is through personal repentance and faith in Jesus Christ; through His shed blood, His death and His resurrection.
5. The work of Christ on the cross provides healing of the human body in answer to prayer.
6. We believe in the baptism in the Holy Spirit, according to Acts 2:4, which is given to believers who ask for it.
7. We believe in the sanctifying power of the Holy Spirit by whose indwelling, the Christian is enabled to live a holy life.
8. We believe in the Blessed Hope - the rapture of the Church at Christ's coming.
9. There will be a final judgment of both the saved and the lost; the saved to everlasting life in the presence of the Lord and the lost to everlasting damnation.
ARTICLE V. MEMBERSHIP
Section 1: Qualification:
Persons who support the mission statement, subscribe to the Tenets of Faith, and agree to provide financial contributions are eligible for membership. Membership requires annual renewal.
Section 2. Voting:
At any official meeting of the members, each member shall have one vote. Members not able to attend a membership meeting may assign their voting privilege to another recognized member via written proxy.
ARTICLE VI. OFFICERS
Section 1. Board of Directors
The Board of Directors shall consist of 6 members initially with prerogative of expanding to more members as organization size and responsibility grow. This Board shall oversee the business operations of the corporation and shall have authority to act on pertinent business matters pursuant to the goals and objectives of the corporation.
Section 2. Board Positions
The Board of Directors positions shall be: Chairman, Vice-Chairman, Secretary, Treasurer, and At-Large members.
Section 3. Terms of Office
Term of office shall be 5 years, and not more than 2 consecutive terms. After sitting off the Board for 1 year, a previous Board member may be considered as a nominee for an open Board position.
ARTICLE VII. MEETINGS
Section 1. Board Meetings
The time and place for regular meetings of the Board of Directors shall be determined by the Board.
Section 2. Regular Business Meetings
Business meetings shall be held no less than annually with one General membership meeting occurring in the Spring, with date to be set by the General Membership in session.
Section 3. Special Business Meetings:
Special business meetings may be called by (a) the Chairman, (b) by the Secretary of the corporation upon written order of the Board, (c) by petition of at least twenty-five (25) members exercising the right of initiative.
Section 4. Notices
Notice of all regular or special business meetings of the corporation shall be announced at least thirty (30) days prior to such meeting. Announcement may be made via corporate website, email notifications, mail, or by telephone.
Section 5. Quorum.
A quorum shall consist of all voting members present at a duly called and announced Membership meeting.
Section 6. Procedures:
All meetings shall be governed by Roberts Rules of Order. A parliamentarian shall be appointed by the Chairman at each meeting.
ARTICLE VIII. AMENDMENTS
Amendments to the constitution may be made at any regular or special business meeting by two-thirds majority vote of the members present and voting, providing the proposed amendment has been submitted in writing to each member of the Board of Directors at least thirty (30) days prior to such meeting.
ARTICLE 1. MEMBERSHIP
Section 1. Qualification for Membership. The requirements for membership are:
A. Completion of the Membership Application.
B. Subscription to the Tenets of Faith.
C. Paying of the annual dues of $25.
Section 2. Membership duration.
A. Membership is based on the calendar year and will expire on December 31.
B. Renewals are due and payable after January 1.
C. A late fee of $5.00 shall be assessed if not renewed by March 1.
D. First-time memberships begun in the last 3 months of any year will be considered as paid for the next calendar year. They will not be subject to renewal that coming January.
Section 3. Member Privileges
A. Only members are eligible to vote at the Annual Business meeting.
B. Only members are eligible to hold office in the corporation.
ARTICLE II. BOARD OF DIRECTORS
Section 1. General Responsibilities
A. Oversight: The Board shall oversee the business operations of the corporation and shall have authority to act on pertinent business matters pursuant to it's goals and objectives.
B. Budget: The Board shall exercise financial responsibility by preparing an annual budget and overseeing expenditures to maintain a balanced budget. The Treasurer shall manage financial transactions, and prepare a financial report to be presented at each Official Board meeting and the Annual Business Meeting of the Corporation.
C. Camp Staff: The Board shall have prerogative to hire management and maintenance staff as necessary for the operation of camp properties and programs.
D. Support Staff: The Board shall have the prerogative to appoint support staff positions necessary for the service and operation of the organization.
E. Real Estate: The Board will make recommendations to the membership regarding acquisition or disposition of real estate properties, with the final decision to be made by membership vote of simple majority.
F. Board Meetings: The Board shall meet no less than once per year and shall be called by the Chairman. The Board will conduct quarterly communication via email or conference call, or by special meeting as deemed necessary.
Section 2. Election
A. Qualification: To be considered as a nominee, a person shall meet the following criteria:
(1) Exhibit a life of spiritual Christian maturity whose character is above reproach
(2) Participated in organized Christian ministry for at least 3 years.
(3) Have proven themselves in positions of responsibility.
(4) Be in harmony with the Tenets of Faith as set forth in the Constitution.
(5) Be a member of the corporation in good standing.
B. Nomination: The Board shall serve as a nominating committee.
(1) Nominations may be made by any member of the corporation to the Board for consideration of eligibility and qualification.
(2) Nominations must be submitted at least 60 days prior to the Annual Business meeting.
(3) Candidates shall be announced 15 days prior to the Business meeting via website and email. The announcement will include a biographical sketch of each candidate outlining his/her qualifications.
(4) The number of candidates presented shall be at least one more than the number of open positions.
C. Election Process: The members shall, at their Annual Business meeting, cast ballots for the Board positions open. Voting shall be by secret ballot. A majority of votes cast shall constitute an election. If, after 3 ballots cast, there is not an election, the 4th ballot shall include only the top two candidates receiving the most votes from the 3rd ballot.
D. Terms of Office and Rotation:
(1) Term of office shall be 5 years, and not more than 2 consecutive terms. After sitting off the board for one year, a previous board member may be considered as a candidate.
(2) There shall be no more than 2 members being elected in any year, except when the board decides that additional candidates are required to fill out partial terms or to maintain the proper rotation of board members.
(3) The inaugural board of 6 members shall be elected as follows in order to establish rotation.
* 2 members to 5 year terms.
* 2 members to 4 year terms.
* 2 member to a 3 year terms.
(4) If a vacancy occurs, an appointment shall be made by the board to fill the position until the next business meeting, at which time the remaining portion of the term will be up for election following the prescribed election procedures.
ARTICLE III. EXECUTIVE OFFICERS
Section 1. Officer Responsibilities:
A. Chairman of the Board:
(1) Shall be selected by the board from among themselves.
(2) Shall preside at all board meetings and business meetings.
(3) If a vacancy occurs in the office of Chairman, the Vice-Chairman shall complete the unexpired term, and an appointment will be made by the board from among the members in good standing to fill the board vacancy.
B. Vice Chairman:
(1) Shall be selected by the board from among themselves after the chairman has been determined.
(2) Shall preside in the absence of the Chairman.
(3) If a vacancy occurs in the office of Vice-Chairman, the board shall make an appointment from among the members in good standing to fill the vacancy, and then select a new Vice-Chairman from among themselves.
C. Secretary:
(1) Shall be selected by the board from among themselves.
(2) Shall make and keep true records of the proceedings of all meetings of the board and shall publish the same as approved and directed by the board.
(3) The Secretary is authorized to sign all official and legal documents and to perform such other functions as are customary to the office or as may be directed by the board.
(4) If a vacancy occurs, the board shall make an appointment from among the members in good standing to fill the vacancy, and then select a new Secretary from among themselves.
D. Treasurer:
(1) Shall be selected by the board from among themselves.
(2) Shall oversee all financial accounts of the corporation. All accounts shall be maintained in accordance with generally accepted accounting principles.
(3) Shall present a financial report to each board meeting and each business meeting.
(4) If a vacancy occurs, the board shall make an appointment from among the members in good standing to fill the vacancy, and then select a new Treasurer from among themselves.
Section 2. Members at Large
A. Shall be responsible for attendance at Board meetings and participating in discussion. They shall have full voice in decisions, and assist in organizational projects as they arise.
B. If a vacancy occurs, the board shall make an appointment from among the members in good standing to fill the vacancy until the next regular business meeting at which time the position shall be up for election following prescribed election procedures.
ARTICLE IV. BUSINESS MEETINGS
There shall be an annual business meeting of the membership. The time and place shall be determined by the Board at least 90 days prior and communicated to the membership via posting on the corporate website and email announcement.
ARTICLE V. AMMENDMENTS
These Bylaws may be amended or changed by a sixty percent (60%) vote of those present and voting at any business meeting provided due notice of the proposed changes has been posted on the corporation website and email notification has been sent to the membership at least 30 days prior to the meeting.
ARTICLE VI. DISPOSITION
In event of the dissolution of the Corporation, all properties are to revert to the General Council of the Assemblies of God, an incorporated religious body with headquarters in Springfield, Missouri, with full authority to use or sell.