Section 1. Non-Stock Corporation. Super Kids Ministries, Inc. is a Non-Stock corporation and therefore has no shareholders.
Section 1. Number of Directors. The corporation shall be managed by a Board of Directors consisting of a minimum of 7 and up to 11 Directors .
Section 2. Election and Term of Office. Appointments of new members of the Board of Directors shall be approved by the majority vote of the current members Board of Directors. Appointments shall be documented by votes and retained in the Corporation Book of Minutes and Documents.
Section 3. Quorum. A majority of directors shall constitute a quorum.
Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the adverse interest of a director shall not disqualify the director or invalidate his or her vote.
Section 5. Regular Meeting. An annual meeting shall be held once each calendar year for the transaction of such business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time.
Section 6. Special Meeting. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of any means of communications by which all directors may simultaneously hear each other during the meeting.
Section 7. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.
Section 8. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, shall be filled in accordance with section 2 above. A director appointed to fill a vacancy shall serve until a successor has been elected and qualified.
Section 9. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.
Section 1. Number of Officers. The officers of the corporation shall be a President, one or more Vice-Presidents (as determined by the Board of Directors), a Secretary, and a Treasurer. Two or more offices may be held by one person.
Section 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors at the Annual meeting of the Board of Directors. Each officer shall serve a three year term or until a successor has been elected and qualified.
Section 3. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent of the corporation. Any vacancy that occurs for any reason shall be filled by the Board of Directors.
The corporation shall not have a corporate seal. All instruments that are executed on behalf of the corporation which are acknowledged and which affect an interest in real estate shall be executed by the President or any Vice-President and the Secretary or Treasurer. All other instruments executed by the corporation, including a release of mortgage or lien, may be executed by the President or any Vice-President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.
The bylaws may be amended, altered, or repealed by the Board of Directors by a two-thirds majority of a quorum vote at any regular or special meeting.
Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this corporation shall be indemnified and held harmless by the corporation to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights).
I certify that the foregoing is a true and correct copy of the bylaws of the above-named corporation, duly adopted by the initial Board of Directors on February 28, 2003.
(signed copy on file - dated June 7, 2010)
Lynda Frink, Secretary