06 Nov LIFE Runners By-laws
ARTICLE I. NAME OF ORGANIZATION
The name of the corporation is LIFE Runners, also known as LIFE Group.
ARTICLE II. CORPORATE PURPOSE
Section 1. Nonprofit Purpose
This corporation is organized exclusively for charitable, religious, educational, and scientific purposes to support life from conception to natural death.
Section 2. Specific Purpose
The LIFE Runners jersey is a key tool for bringing the positive Pro-Life message to places in our culture that cannot be reached easily by other media (schools, churches, grocery stores, work, races). Our “REMEMBER the Unborn” jersey message keeps the issue on the mind and starts conversations, impacting hearts/minds for saving lives. LIFE Runners bring abortion vulnerable women help by leading them to pregnancy resource centers. LIFE Runners help prevent abortion through education and provide a healing community for post-abortion mothers, fathers, and families.
ARTICLE III. MEMBERSHIP
Section 1. Eligibility for Membership
Membership is open to all followers of Jesus who peacefully oppose abortion and respect life from conception to natural death. We require that each member first register before representing our brand by wearing the “REMEMBER The Unborn Jer 1:5” gear.
All members are expected to abide by our be-attitudes. Be-attitudes are a code of conduct that reflects the LIFE Runners Mission and Creed.
Be Christ-like: Be an example of Christ to others.
Be prayerful: Prayer changes things.
Be Pro-Life: Defend life from conception to natural death.
Be respectful: We are all brothers and sisters in Christ.
Be charitable: Share God’s love with others through your time, talent and treasure.
Be peaceful: Oppose violent acts.
ARTICLE IV. MEETING OF MEMBERS
Section 1. Chapter Formation
To form a chapter you must have no less than 5 members and a designated chapter leader, assistant leader, social media manager, and a chaplain. Once these requirements have been reached you must contact the board of directors(firstname.lastname@example.org) with the designated members and they will establish the official chapter on the website and social media page.
Section 2. Chapter Leadership Tasks
Chapter leaders serve voluntarily after approval of the Board of Directors and are expected to uphold certain moral standards in their position of leadership. These standards are set in Article III Section 1 of the by-laws. Any leader who does not maintain the standards of this corporation will be removed from leadership.
The expectation is for the leadership team to build a schedule for the coming 12 months with at least one local meeting a month. The objective is to raise awareness for the Unborn and to bring help to those in crisis pregnancies.
Section 3. Meeting Guidance
Each chapter is encouraged to have a monthly chapter meeting in public to witness. This can be a prayer walk/run, attending a local race, or meeting for a meal. Each meeting should start with praying of the LIFE Runner Creed. These meetings are for the purpose of reaching out to the community, to set chapter goals, and for team building.
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the corporation shall be managed by the board of directors. The board of directors shall have control of and be responsible for the management of the affairs and property of the corporation.
Section 2. Number, Tenure
The board of directors shall consist of no less than 5 and no more than 12 directors. Board members will serve three year terms, each term requires a majority board vote, and there are no term limits.
Section 3. Regular Meetings
Regular meetings of the board of directors will be held monthly. These meetings will be held in person, on a conference call or may be conducted virtually via email.
Section 4. Special Meetings
Special meetings of the board of directors may be called by or at the request of the president or any two board members.
Section 5. Notice
Notice of any special meeting of the board shall be given at least two (2) days in advance of the meeting by email or telephone.
Section 6. Quorum
Two-thirds of the incumbent members of the board shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 7. Vacancies
Whenever any vacancy occurs in the board it shall be filled without undue delay by a majority vote of the remaining members of the board.
Section 8. Committees
The board may establish committees with a majority vote. Each committee shall consist of two or more directors.
Section 9. Removal and Resignation
Any member of the board may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the board approval if in their judgment the best interest of the corporation would be served thereby. An officer who has been removed as a member of the board shall automatically be removed from office. Any board member may resign at any time by giving written notice to the board, the president or the secretary. Any such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.
ARTICLE VI. OFFICERS
Section 1. Number and Election
The officers of the corporation shall be a president, vice president, secretary and treasurer. The board may add officer positions as the need arises. These elections must be agreed upon by a majority vote.
Section 2. President
The president shall be the chief executive officer of the corporation. The president shall preside at all meeting of the board, shall have the power to transact all of the usual, necessary and regular business of the corporation as may be required and, with such prior authorization of the board as may be required by these by-laws, to execute such contracts, deeds, bonds and other evidences of indebtedness, leases and other documents as shall be required by the corporation; and, in general, the president shall perform all such other duties incident to the office of president and chief executive officer and such other duties as may from time to time be prescribed by the board.
Section 3. Vice President
The vice president shall act as chief executive officer in the absence of the president and, when so acting, shall have all the power and authority of the president. Further, the vice president shall have such other and further duties as may from time to time be assigned by the board.
Section 4. Secretary
The secretary shall record and preserve the minutes of the meeting of the board and all committees of the board, shall cause notice of all meeting of the board and committees to be given, and shall perform all other duties incident to the office of secretary or as from time to time directed by the board or by the president.
Section 5. Treasurer
The treasurer shall have charge and custody of and be responsible for all funds of the corporation, shall deposit such funds in such bank or banks as the board may determine, and shall make reports to the board as requested by the board. The treasurer shall see that an accounting system is maintained in such a manner as to give a true and accurate accounting of the financial transactions of the corporation, that reports of such transactions are presented promptly to the board, that all expenditures are presented promptly to the board, that all expenditures are made to the best possible advantage, and that all accounts payable are presented promptly for payment. The treasurer shall further perform such other duties incident to the office and as the board or the president may determine.
Section 6. Removal and Resignation
Any officer may be removed, with or without cause, by the vote of a majority of the board. Any officer may resign at any time by giving written notice to the board, the president or the secretary. Any such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.
ARTICLE VII. ADVISORY COMMITTEE
Section 1. Purpose
The board may authorize the appointment of an advisory committee. In no circumstances, may the advisory committee be involved in the corporation’s actual governance.
Section 2. Number and Election
All members of the advisory committee shall be elected by board majority, and said advisory committee members shall hold office for a term of one (1) year or until their successors have been elected and qualified.
Section 3. Removal and Resignation
Any advisory committee member may be removed, with or without cause, by the vote of a majority of the board. An advisory committee member may resign at any time by giving written notice to the board, president or secretary. Any such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.
ARTICLE VIII. GENERAL PROVISIONS
Section 1. Contracts, Etc., How Executed
The board may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and, unless so authorized, no officer shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount unless in the ordinary course of business.
Section 2. Loans
Unless in the ordinary course of business, no loans shall be contracted on behalf of the corporation and no negotiable paper shall be issued in its name, unless and except as authorized by the board in accordance with the provisions of these by-laws. To the extent so authorized by the board, any officer or board member of the corporation may effect loans and advances at any time for the corporation from any bank, trust company, or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the corporation, and when authorized as aforesaid, may pledge, hypothecate or transfer any and all stocks, securities and other personal property at any time held by the corporation as security for the payment of any and all loans, advances, indebtedness and liabilities of the corporation, and to that end may endorse, assign and deliver the same.
Section 3. Deposits
All funds of the corporation shall be deposited to the credit of the corporation with such banks, bankers, trust companies or other depositories as the board may select or as may be selected by any officer or officers of the corporation.
Section 4. Checks, Drafts, etc.
All checks, drafts or other orders for the payment of money, notes, acceptances or other evidence of indebtedness issued in the name of the corporation, shall be signed by the president, or in the president’s absence by the vice president, or the treasurer or such officer or officers, and in such manner as shall be determined by the board. Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories may be made without countersignature, by the president, vice president or treasurer, or by any other officer of the corporation to whom the board delegated such power.
Section 5. General and Special Bank Accounts
The Board of Directors from time to time may authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the board may select and may make such rules and regulations with respect thereto, not inconsistent with the provisions of these by-laws.
ARTICLE IX. AMENDMENTS
These by-laws may be amended by a three-quarters (3/4) of the board approval vote.
ARTICLE X. CORPORATE SEAL
The board may adopt a corporate seal.
ARTICLE XI. FISCAL YEAR
The fiscal year of the corporation shall begin January 1 and end December 31.
ARTICLE XII. INDEMNIFICATION
Each person who is or was a director or officer of the corporation, including the heirs, executors, administrators, or estate of such person, shall be indemnified by the corporation to the full extent permitted or authorized by the laws of the State of Missouri, as now in effect and as hereafter amended, against any liability, judgment, fine, amount paid in settlement, costs and expenses, including attorney fees, incurred as a result of any claim arising in connection with such person’s conduct in his or her capacity, or in connection with his or her status, as a director or officer of the corporation. The indemnification provided by this by-law provision shall not be exclusive of any other rights to which he may be entitled under any other by-laws or agreement, vote of disinterested directors, or otherwise, and shall not limit in any way any right that the corporation may have to make different or further indemnification with respect to the same or different person or classes of persons.