CONSTITUTION AND BYLAWS OF PNEUMA Ministries International
Our Mission is to equip churches to continue to do in the Spirit what Jesus began both to do and teach.
Our Vision is to be a Spirit-empowered network of like-minded churches continuing in obedience to the Great Commission (Mt. 28:18-20) for the glory of God.
Article l- Name
The name of the organization shall be PNEUMA Ministries International, hereinafter REFERRED to as "PMI".
Article ll- Purpose
The purpose of PMI shall be to unite churches to continue to do in the Spirit what Jesus began to both do and teach. Through relationship we will plant churches and help existing churches grow in number by effectively ministering to the people in their geographical location and internationally. PMI will also provide recruiting, training and support to partner churches through a strong network of pastors throughout the Body of Christ.
Article lll- Membership
The membership shall consist of appointees to the Apostolic Council and the Senior Pastor or Primary Leader of each Partner Ministry.
Article lV- Statement of Faith
We believe that only the sixty-six books of the Bible are the inspired and, therefore, inerrant Word of God. The Bible is the final authority for all we believe and for how we are to live. (Mt. 5:18; Jn. 10:35; 17:17; 2 Tim. 3:16–17; 2 Pet. 1:20–21)
We believe that the one true God exists eternally in three persons—Father, Son, and Holy Spirit—and that these, being one God, are equal in deity, power, and glory. We believe that God not only created the world but also now upholds, sustains, governs, and providentially directs all that exists and that He will bring all things to their proper consummation in Christ Jesus to the glory of His name. (Ps. 104; 139; Mt. 10:29–31; 28:19; Acts 17:24–28; 2 Cor. 13:14; Eph. 1:9–12; 4:4–6; Col. 1:16–17; Heb. 1:1–3; 1 Jn 5:7 & Rev. 1:4–6)
We believe that salvation is by grace alone, through faith alone, in Christ alone. No ordinance, ritual, work, or any other activity on the part of man is required or accepted in order to be saved from the law of sin and death. This saving grace of God, through the power of the Holy Spirit, also sanctifies us by enabling us to do what is pleasing in God’s sight in order that we might be progressively conformed to the image of Christ. (Jn. 1:12–13; 6:37–44; 10:25–30; Acts 16:30–31; Rom. 3:1–4:2; 8:1–17, 31–39; 10:8–10; Eph. 2:8–10; Phil. 2:12–13; Titus 3:3–7; 1 Jn. 1:7, 9)
We believe that the Lord Jesus Christ baptizes believers in the Holy Spirit, in whom we are also sealed for the day of redemption. The Holy Spirit regenerates, forever indwells, and graciously equips the Christ believer for godly living and service. Subsequent to our conversion, the Spirit desires to fill, empower, and anoint believers for ministry and witness. We also believe that signs and wonders, as well as all the gifts of the Spirit described in the New Testament, are operative today and are designed to testify to the presence of the kingdom and to empower and edify the Church to fulfill its calling and mission. (Mt. 3:11; Jn. 1:12–13; 3:1–15; Acts 4:29–30; Rom. 8:9; 12:3–8; 1 Cor. 12:12–13; 2 Cor. 1:21–22; Gal. 3:1–5; Eph. 1:13–14; 5:18)
We believe that the Church is God’s primary instrument through which He is fulfilling His redemptive purposes in the earth. To equip the saints for the work of ministry, Christ has given the Church apostles, prophets, evangelists, pastors, and teachers. We also affirm the priesthood of all believers and the importance of every Christ believer being joined with and actively involved in a local community of the saints. We believe that women, no less than men, are called and gifted to proclaim the gospel and do all the works of the kingdom. (Mt. 16:17–19; Acts 2:17–18, 42; Eph. 3:14–21; 4:11–16; 1 Tim. 2:11–15; Heb. 10:23–25; 1 Pet. 2:4–5, 9–10)
We believe in monogamous holy matrimony between a man and a woman as a divinely ordained institution of God and in the family, consisting of a father, a mother and/or children, as the basic unit of Christian society through its ministry and testimony. (Gen. 1:26-28, 2:24; Deut. 6:7, 11:9; Lk. 20:34; 1 Corin. 7:2-4, 10, 11:3, 9; Eph. 5:23, 31, 6:1; Col. 3:20; Heb. 13:4; 1 Tim. 3:2; Tit. 1:6)
We believe that God has called the Church to preach the gospel to all nations, to especially remember the poor, and to minister to their needs through sacrificial giving and practical service. This ministry is an expression of the heart of the Lord Jesus Christ and is an essential part of the kingdom of God. (Isa. 58:6–12; 61:1; Mt. 5–7; 28:18–20; Lk. 4:18; 21:1–4; Gal. 2:10; 1 Tim. 6:8)
Statement on Marriage, Gender, and Sexuality
We believe that God wonderfully and immutably creates each person as male or female. These two distinct, complementary genders together reflect the image and nature of God. (Gen 1:26-27.) Rejection of one’s biological sex is a rejection of the image of God within that person.
We believe that the term “marriage” has only one meaning: the uniting of one man and one woman in a single, exclusive union, as delineated in Scripture. (Gen 2:18-25).
We believe that God intends sexual intimacy to occur only between a man and a woman who are married to each other. (1 Cor 6:18; 7:2-5; Heb 13:4.)
We believe that God has commanded that no intimate sexual activity be engaged in outside of a marriage between a man and a woman.
We believe that any form of sexual immorality (including adultery, fornication, homosexual behavior, bisexual conduct, bestiality, incest, and use of pornography) is sinful and offensive to God. (Matt 15:18-20; 1 Cor 6:9-10.)
We believe that in order to preserve the function and integrity of PMI, as Christian entity, and to provide a biblical role model to PMI members and the community, it is imperative that all persons employed by PMI, in any capacity, or who serve as volunteers, agree to and abide by this Statement on Marriage, Gender, and Sexuality. (Matt 5:16; Phil 2:14-16; 1 Thess 5:22.)
We believe that God offers redemption and restoration to all who confess and forsake their sin, seeking His mercy and forgiveness through Jesus Christ. (Acts 3:19-21; Rom 10:9-10; 1 Cor 6:9-11.)
We believe that every person must be afforded compassion, love, kindness, respect, and dignity. (Mark 12:28-31; Luke 6:31.) Hateful and harassing behavior or attitudes directed toward any individual are to be repudiated and are not in accord with Scripture nor the doctrines of PMI.
Article V- Government of PNEUMA Ministries International
The final authority in vision, direction and doctrine shall be vested in the Apostolic Council of PMI. This Apostolic Leadership Team will be made of the Executive Director, and at least four and not more than seven National Directors. The Apostolic Leadership Team may appoint Regional Directors on a unanimous basis, with no opposing votes. The function of the Apostolic Council is for governing PMI, assisting its member churches, and mentoring of its pastoral membership.
All financial decisions for PMI will be made by a majority quorum of the Apostolic Council which must include the Executive Director and a majority of the National Directors present.
Each member church shall have self-governing privileges in harmony with the authority and vision of the Apostolic Council of PMI.
Article Vl - Governing Documents
The governing documents of PMI are the Articles of Incorporation, the Constitution and Bylaws. The Articles of Incorporation take precedence over the Constitution and Bylaws.
No amendment or repeal shall be made to the Articles of Incorporation or the Constitution of PMI except as adopted by the following procedure.
A written petition to amend or repeal shall be presented by either a member of PMI or one of the recognized Spiritual Advisors to the Apostolic Council. The Apostolic Council will have one year to return a written response to the PMI membership. If the Executive Director and the Apostolic Council approve by a 2/3 majority, then the petition is sent in writing to the PMI membership who have one year to reply. In the event that 2/3 of the membership responds by approving the petition, it shall be returned to the Apostolic Council for adoption.
No amendments or repeals shall be made to the Bylaws of PMI as adopted except by the following procedure: A written petition to amend or repeal shall be presented by either a member of PMI or one of the recognized Spiritual Advisors to the Apostolic Council. The Apostolic Council shall have 180 days to return a reply. If the petition is approved by the Executive Director and a 2/3 majority of the Apostolic Council, it is then sent to the membership of PMI for its approval by a 2/3 majority within 180 days. If the membership approves, the written petition is returned to the Apostolic Council for adoption.
Article Vll- Dissolution
Section 1 – Dissolution by Apostolic Council
In the event that this organization shall be dissolved and liquidated, the Apostolic Council, after paying or making provision for the payment of all the liabilities of this organization, shall distribute or dispose of any remaining property and assets as it sees fit and proper. Distribution shall be limited to organizations established and operated exclusively for religious purposes. Each religious organization must be tax-exempt, non-profit, in existence for at least sixty months (60), and closely fulfill the original intended purposes of PNEUMA.
Section 2 – Dissolution by Court
Any of this organizations assets and property not disposed of in accordance with Article Vll, section 1, shall be disposed of by the court having jurisdiction of the dissolution and liquidation of a nonprofit corporation organized and existing under and in accordance with the laws of the State of North Carolina and having jurisdiction in the County of this organization’s registered office exclusively to such religious organization or organizations, each of which is established and operated exclusively for such purposes as are most closely allied to those of this organization and each of which, at the time of such disposal, is a qualified, tax-exempt organization as aforesaid, as said court shall determine.
Adopted January 6, 2014
Article 1- GENERAL
Section 1.1 Name
The name of the Corporation shall the PNEUMA Network of Churches, hereinafter referred to as the "PNC".
Section 1.2 Nonprofit Purposes
The PNC is organized and shall be operated exclusively as a nonprofit, religious, charitable and educational organization dedicated to the purposes stated in the Articles of Incorporation.
Article 2- OFFICES
Section 2.1 Registered Office and Agent
The PNC shall continuously maintain a registered office and registered agent with the State of North Carolina.
Section 2.2 Principal Office
The PNC maintains it principal office in Greensboro, Guilford County, in the State of North Carolina. The Directors of the PNC shall have full power and authority to change the principal office from one location to another. Any change of this location shall be recorded by the Secretary on these bylaws opposite this section, or this section may be amended to state the new location.
Section 2.3 Additional Offices
The PNC may also have offices at such other places as the Board of Directors may from time to time determine and the business of the PNC may require.
Article 3- SEAL
The PNC shall have a seal consisting of two concentric circles, between which shall be inscribed the name of the PNC, and in the center of which shall be inscribed the year of its organization, and the words, "Corporate Seal, State of North Carolina". Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced, or by writing the work "SEAL" beside the signature of an authorized officer of the PNC.
Article 4- DIRECTORS
Section 4.1 Number and Term
The Board of Directors shall consist of not less than seven (7) or more than twelve (12) persons, as may be determined from time to time by resolution of the Board of Directors. Directors shall be appointed by the Board of Directors of the PNC for a term of one (1) year or until their successors are appointed and qualify in their stead. Directors may be reappointed without limitation as to the number of terms they may serve.
Section 4.2 Qualification and Appointment
The initial Board of Directors shall be as set forth in the Articles of Incorporation. Subsequent appointments of Directors for the PNC may be made by majority vote of those Directors present at any regular meeting of the Board of Directors, or at a special meeting convened for that purpose.
Section 4.3 Vacancy
If the office of any Director or Directors becomes vacant, the remaining Directors, though less than a quorum, shall select a successor or successors, who shall be appointed by the Board of Directors of the PNC to serve the unexpired terms of the vacated directorships.
Section 4.4 Powers
The property, affairs, and business of the PNC shall be managed by its Board of Directors, which may exercise all such powers of the PNC and do all such by lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws prohibited.
Section 4.5 Committees
The Board of Directors may appoint two or more persons from among its own number to serve as special and standing committees, such as the Board may determine are necessary, which shall have such powers and duties as shall from time to time be prescribed by the Board. Individuals who are not Directors may also be allowed to serve on such committees. All members of such committees shall serve at the pleasure of the Board. The delegation of authority to any committee shall not operate to relieve the Board of Directors of any member of the Board from any responsibility imposed by law. Rules governing procedures for meetings of any committee of the Board shall be established by the Board of Directors, or in the absence thereof, by the committee itself. All actions by any Board committee shall be reported for ratification to the Board of Directors at the meeting next succeeding such action.
Section 4.6 Removal
Any Director may be removed from the Board with or without cause when, in the sole judgment and discretion of the Board of Directors, it is determined by a majority vote of the Directors at a meeting duly called for that purpose and at which a quorum is present that such Director should no longer serve on the Board. Provided, however, that a notice, including the names of Directors proposed to be removed, and the date, time and place of any meeting called to consider such removal shall be given in writing to each of the Directors at least two (2) days prior to the date of such meeting.
Section 4.7 Transactions with Interested Directors
If either of the conditions in Sections 4.7.1 or 4.7.2 below are met, no contract or other transaction between the PNC and one or more or its Directors – or between any other corporation firm, association, or entity of which one or more of its directors, officers, or trustees are also Directors of the PNC, or in which entity a Director has a financial interest ("Common Directors") – shall be either void or void-able for any of the following reasons: (1) because of a direct or indirect interest; (2) because such Directors are present at the meeting of the Board of Directors (or a committee thereof) which authorizes, approves, or ratifies such contract or transaction; or, (3) because his or their votes are counted for such purpose.
-4.7.1 The material facts of the transaction and the Director’s relationship or interest are disclosed or know to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors; or
-4.7.2 The contract or transaction is fair and reasonable to the Corporation.
Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors (or a committee thereof) which authorizes, approves, or ratifies such contract or transaction.
Notwithstanding the above, no loan shall be made by the Corporation to any of its Directors or officers, as provided further in Section 8.8 of these Bylaws.
Section 4.8 Conflicts of Interest Policy
The Board of Directors shall adopt a Conflicts of Interest Policy that will provide for full disclosure of material conflicting interests by Board members, officers, senior management, and employees, and permit the Board to determine whether the contemplated transaction may be authorized as just, fair, and reasonable to the PNC.
Section 4.9 No Compensation of Directors
Directors and members of any committee of the Board of Directors shall not receive compensation for their services as Directors and members of any such committee, but shall be entitled to reimbursement for any reasonable expenses incurred in attending such meetings. Directors shall not be barred from serving the PNC in any other capacity and receiving reasonable compensation for such other services.
Article 5- MEETINGS OF THE BOARD OF DIRECTORS
Section 5.1 Notice
Regular meetings of the Board may be held without notice at such time and place either within or outside the State of North Carolina as shall from time to time be determined by the Board. Special meetings of the Board may be held within or without the State of North Carolina upon at least two days prior notice to the Directors of the date, time, and place of the meeting.
Section 5.2 Waiver of Notice
Whenever any notice is required to be given by law or under the provisions of the Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance at a meeting by a person entitled to notice shall constitute a waiver of proper notice of such meeting, except where attendance is for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
Section 5.3 Quorum
A majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Directors present and voting at a duly constituted meeting of the Board shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws.
Section 5.4 Action Without a Meeting
Any action required or permitted to be taken at a meeting of the Board of Directors or by a committee thereof may be taken without a meeting, by means of telephone, mail, facsimile, computer network, e-mail, or in any other way the Directors shall decide. However, a written consent setting forth the action so taken and signed by all the members of the Board or of a committee, as the case may be, must be filed with the minutes of the proceedings of the Board or the committee.
Section 5.5 Participation by Conference Telephone
Members of the Board of Directors or any committee designated thereby may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Alternatively, members of the Board of Directors may participate by duly executed proxy. Participation by conference telephone or proxy shall constitute presence in person at such meeting. When such a meeting is conducted by means of conference telephone or similar communications equipment, or by proxy, the minutes recording any action taken at such meeting, shall also note who participated in person, and who participated by alternative communications or proxy.
Article 6- OFFICERS
Section 6.1 Number and Positions
The officers of the Corporation shall be elected by the Board of Directors and shall be the chairman of the Board, vice-chairman, chief executive officer/president, vice-president, secretary, and treasurer. The Board may also elect one of more assistant secretaries and assistant treasurers. Two or more offices may be held by the same person except that the offices of the president and secretary may not be held by the same person. Except as otherwise provided, the officers may, but need not be, Directors of the PNC. The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
Section 6.2 Term of Office
The Board of Directors shall elect officers of the PNC who shall serve at the pleasure of the Board. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board, whenever, in their judgment, the best interests of the PNC will be served thereby. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. In case of the absence or disability of an officer of the PNC, or in any other case that the Board of Directors may deem sufficient reason therefore, the Board of Directors, by a majority vote, may delegate for the time being any or all of the powers or duties of any officer to any other officer, Director, or any other person.
Section 6.3 The Chairman of the Board
The chairman shall be a Director of the PNC. He shall preside at meetings of the Board of Directors, and shall have such other rights, duties, and powers as a re- authorized by the Board of Directors from time to time.
Section 6.4 The Vice-Chairman
The vice-chairman shall, in the absence of the chairman, perform the duties and exercise the powers of the chairman, or such of them as may be so delegated, and shall have such other rights, duties, and powers as are authorized by the Board of Directors from time to time.
Section 6.5 The Chief Executive Officer/President
The chief executive officer/president shall make reports to the Board of Directors, shall have the general powers and duties of management usually vested in the office of the chief executive and president of a Corporation, and shall have such other rights, duties, and powers as are authorized by the Board of Directors.
Section 6.6 The Vice-President
The vice-president shall, in the absence of the chief executive officer/president, perform the duties and exercise the powers of the chief executive officer/president, or such of them as may be so delegated, and shall have such other rights, duties, and powers as are authorized by the Board of Directors from time to time.
Section 6.7 The Secretary
The secretary or an assistant secretary shall attend all meetings of the Board and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, such notice as is required of all meetings of the Board of Directors and shall have such other rights, duties, and powers as are authorized by the Board of Directors from time to time. The secretary shall keep safe custody the seal of the PNC and, when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by the signature of the secretary, or by the signature of the treasurer or an assistant secretary.
Section 6.8 The Treasurer
Except as the Board of Directors may otherwise determine, the treasurer shall deliver all funds and securities of the PNC which may come into his hands to such bank or trust company as the directors shall designate as a depository, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the PNC. The treasurer shall disburse the funds of the PNC as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the chairman and Directors, at the regular meetings of the Board or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the PNC. If required by the Board of Directors, the treasurer shall give the PNC a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of duties of his office, and for the restoration to the PNC, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in possession or under the control of the treasurer, belonging to the PNC. The treasurer shall also have such other rights, duties and powers as are authorized by the Board of Directors from time to time.
Article 7- ADVISORY BOARDS
The Board of Directors may create one or more advisory boards, for such terms as deemed fit by the Board of Directors. Such advisory boards shall have no vote or governance role, but shall serve the Board of Directors in the specified advisory capacity.
Article 8- FISCAL MATTERS
Section 8.1 Deposits
The Board of Directors shall select banks, trust companies, or other depositories in which all funds of the PNC not otherwise employed shall, from time to time, be deposited to the credit of the PNC.
Section 8.2 Checks
All checks or demands for money and notes of the PNC shall be signed by such officer or officers or such other persons as the Board of Directors may from time to time designate.
Section 8.3 Fiscal Years
The Board of Directors shall have the power to fix, and from time to time to change, the fiscal year of the PNC. Unless otherwise fixed by the Board, the fiscal year shall commence on September 1 and shall terminate on the following August 31st.
Section 8.4 Accounting and Fiduciary Guidelines
The Board of Directors shall conduct its affairs with unimpeachable integrity in the sight of God and men and shall to that end maintain prudent and responsible control and accountability over all funds it receives and ensure that all funds are dedicated to the PNC’s tax-exempt purposes.
Section 8.5 Contracts
The Board of Directors may authorize any officer or officers, agent or agents of the PNC, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the PNC. Such authority may be general or confined to specific instances.
Section 8.6 Endowments
The Board of Directors may establish on behalf of the PNC any endowments for the general purposes or for any special purpose of the PNC.
Section 8.7 Designated Contributions
The PNC may accept any designated contribution, grant, and bequest or devise consistent with its general tax-exempt purposes, as set forth in the Articles of Incorporation. As so limited, donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, the PNC shall reserve all right, title and interest in and to, and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any special fund, purpose or use. Further, the PNC shall retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used to carry out the PNC’s tax-exempt purposes.
Section 8.8 Loans to Directors and Officers Prohibited
No loans shall be made by the PNC to its Directors or officers. Any Director or officer who assents to or participates in the making of any such loan shall be liable to the PNC for the amount of such loan until it is repaid.
Article 9- COMMITMENT TO CONCILIATION
The Corporation shall seek to produce reconciled relationships through its ministry and among its staff. Recognizing that litigation and an adversarial legal system tend to produce adversaries instead of reconciled relationships, it shall be the policy and practice of the PNC to favor and promote a Biblical approach to dispute resolution in all relationships, following the informal process described in Matthew 18 or, if necessary, Christian conciliation in accordance with the rules of the Institute for Christian Conciliation, in lieu of litigation. This commitment to engage in conciliation will be implemented to the fullest extent possible in relationships between Board members, staff, volunteers, contracting parties, and trade creditors.
Article 10- INDEMNIFICATION
Any person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, is or was a Director or officer, employee, or agent of the PNC, may be indemnified by the PNC, and the PNC may advance his related expenses, to the full extent permitted by law.
The PNC may purchase and maintain insurance to indemnify: (a) itself for any obligation which it incurs as a result of the indemnification specified above; and (b) its Directors, officers, employees, and agents.
Article 11- AMENDMENTS
The Articles of Incorporation and these Bylaws may be amended, altered, or repealed by the majority vote of the members of the Board of Directors in attendance at any regular or special meeting of the Board, provided notice of the amendment, alteration, or repeal is contained in the notice of such a meeting, or notice is waived as outlined in Section 5.2 of these Bylaws. Such notice shall be in writing and shall be mailed to each Director not less than two days prior to the meetings.