BYLAWS OF THE INTERNATIONAL FELLOWSHIP OF MINISTRIES
(A Washington nonprofit corporation) (Effective February 22, 2009)
ARTICLE 1.
NAME AND OFFICES
1.1
Name. The name of this corporation is The International Fellowship of Ministries (the "corporation" or "Fellowship").
1.2
Offices. The principal office and place of business of the corporation shall be 18706 North Creek Parkway, Suite 104, Bothell, WA 98011. The corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the needs of the corporation may require.
ARTICLE 2.
DEFINITIONS
For purposes of these Bylaws, the following definitions shall be used:
Elder: A biblical overseer. Each member of the Board of Directors is an Elder of this Fellowship.
Executive Board: The President, Vice President, Secretary and Treasurer of the Fellowship. These corporate officers are also members of the Board of Directors.
General Office. The principal place of business for the corporation, where all records and documents are kept and the location of the general management of the Fellowship.
General Convention. The annual gathering of the Board of Directors and members for the purpose of fellowship and instruction, which shall be convened at the discretion of the Board of Directors. The General Convention (if called by the Board of Directors) shall be the annual meeting of the members of this corporation.
ARTICLE 3.
BOARD OF DIRECTORS
3.1
Powers. The business and affairs of the corporation shall be managed by a Board of Directors. The Board of Directors for this corporation is also its Board of Elders, who oversee the operation of the Fellowship and its ministries.
The members of the Board of Directors must be born again and baptized with Holy Ghost. They must be ordained ministers of the Gospel of Jesus Christ, active in the ministry and known to be of good Christian character. They are to be appointed, as needed, by the President, and confirmed by the majority vote of the members at the next General Convention that follows such appointment. A Director appointed by the President shall take office immediately, or at such later date determined by the President, subject to immediate removal if the members do not confirm the appointment.
3.2
Duties of the Board of Directors. It will be the duty of the Directors, at regular meetings called by the President, to offer counsel to the Executive Board, examine the overall conduct of the business of the Fellowship, vote on matters coming before the Board of Directors, and do all that is possible to bring a point of view to the Board that is directly representative of all the overall ministry of the Fellowship. The Board of Directors is responsible to oversee the policies and procedures of the operations of the Fellowship.
The members of the Board of Directors are Elders and are to bring spiritual biblical government to the Fellowship and its members. They are to oversee the Fellowship and its ministries, in a spirit of gentleness, with humility.
3.3
Number. There shall be not less than three (3) members of the Executive Board. The total number of Directors of this corporation shall be left up to the discretion of the Executive Board.
3.4
Term. The term of each Director shall be for two years. These terms shall be renewable until he/she is removed, replaced, or resigns from the office. There shall be no limit on the number of years that a Director may serve in such capacity.
3.5
Removal of Directors. A Director may be removed from office at any time upon the affirmative vote of two-thirds (2/3) of the Directors then in office at any regular or special meeting of the Board. Notice of the proposed removal of any Director must be given to such Director prior to the date of the meeting at which such removal is to be voted upon. Such notice to the Director must state the cause for the proposed removal.
3.6
Annual Meeting. The Directors shall hold at least one meeting annually for the purpose of conducting Fellowship business.
3.7
Other Meetings. Special meetings of the Board of Directors may be called by the President, on ten (10) days notice to each Director. Special meetings may also be called, for justifiable cause, on the written request of three Directors delivered to the Secretary of the Board. The Secretary must then give ten (10) days notice to each Director of such meeting.
3.8
Notices of Meetings. Notice of special meetings may be delivered to a Director orally in person or by personal telephone call or in writing by hand delivery, by United States first class mail, with postage prepaid, by facsimile, by telegram, or by electronic mail to the Director at his/her address, facsimile number or electronic mail address (as the case may be) as it appears on the books and records of this Corporation, or as it shall have been specified by the Director in a writing filed with the Secretary.
3.9
Meeting Location. Meetings of the Board of Directors, and the General Convention, may be held either in or out of the State of Washington, as determined by the Board of Directors.
3.10
Waiver of Notice. A waiver of any notice required to be given, filed by the person or persons entitled to such notice, whether before or after the time stated therein for the meeting, shall be the equivalent to the giving of such notice. Attendance at a meeting shall be deemed a waiver of any required notice, except where a Director attends for the express purpose of objecting to the transacting of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting of the Board of Directors need to be specified in the notice of such meeting.
3.11
Quorum. At all meetings of the Board of Directors, the presence of either the entire Executive Board or a majority of the total number of Directors shall be sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by these Bylaws. If, at any meeting, there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without notice, other than an announcement of the meeting (such announcement is to be recorded by the Secretary in minutes properly labeled for that purpose), until a quorum is present. The Directors may participate in a meeting of Board of Directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
3.12
Voting. Each member of the Board of Directors shall possess one vote in all matters coming before the Board. All voting at meetings of the Board of Directors shall be done in person, and voting by proxy shall not be allowed.
3.13
Action Without Meeting. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent, in writing, setting forth the action so taken, is signed by all the Directors entitled to vote therein. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any Articles or document filed with the Secretary of State. Once signed, the consent shall be kept in the minute book as if it were the minutes of a Board meeting.
3.14
Vacancies. Any vacancy occurring on the Board of Directors by reason of death, resignation, or removal of a Director shall be filled by appointment made by the President, subject to confirmation of the members at the next General Convention.
ARTICLE 4.
OFFICERS AND LEADERS, THEIR QUALIFICATIONS AND DUTIES
4.1
Number and Appointment. The Executive Officers of the corporation shall be the President, Vice President, Secretary, and Treasurer. The President shall be elected by the Board of Directors. The Vice President, the Secretary and the Treasurer shall be elected by the President, subject to the confirmation of the Board. Each Executive Officer or other officer shall serve until his successor is duly elected and qualified. Any two or more offices may be held by the same person, except the offices of President and Secretary. In addition to the powers and duties specified below, the Executive Officers or other officers shall have such powers and perform such duties as the Board of Directors may prescribe.
4.2
President. The President is the Chief Executive Officer of the corporation, supervisor of the General Office, and subject to the Board of Directors. The President shall have general and direct supervision of the management and operation of the affairs of the Fellowship and its ministries, and shall perform such other duties as shall, from time to time, be assigned to him by the Board of Directors.
The President shall preside at all meetings of the Board of Directors and all meetings of the members, including the General Convention, unless he desires to yield the chair for any justifiable reason.
He shall execute bonds, mortgages and other contracts and obligations on behalf of and in the name of the Fellowship (except where the signing or execution thereof shall be expressly delegated by the President, with approval of the Board of Directors, to some other officer or agent of the Fellowship). The President shall countersign all documents, credentials and all papers pertaining to the general business of the Fellowship, except where he delegates this responsibility to another officer or agent.
The President shall appoint Directors to serve on the Board of Directors, subject to the confirmation of the members at the General Convention.
The President may temporarily assign his authority and duties to any member of the Board of Directors to serve as Acting President, whenever he deems it necessary due to illness, extended travel, or unavailability to serve the Fellowship for a period of time.
In agreement with the Board of Directors, he may appoint national and/or international representatives, or campus representatives, that are stationed on school campuses, as the need arises. Such representatives shall be under the authority and the direct supervision of the President and the Board of Directors.
Remuneration to the President, in the form of salary, housing allowance, and expenses is to be set by the Board of Directors.
The President may be removed from office by a two-thirds (2/3) vote of the members at the General Convention, if it should become necessary for the good of the corporation.
The President may resign from office by giving thirty (30) days written notice to the Board of Directors.
4.3
Vice-President. The Vice-President shall, in the absence, disability or death of the President (subject to the appointment of an Acting President), perform the duties and exercise the powers of the President, and shall perform such other duties and exercise such other powers as the President and the Board of Directors from time to time may prescribe. The Vice-President is under the direct supervision of the President and is to be of help to the President in executing the duties of the office of President.
4.4
Secretary. The Secretary must be a person with an education and experience suitable for this office. One or more Assistant Secretaries may also be appointed by the President, subject to the confirmation of the Board of Directors. These Assistant Secretaries shall be under the direct supervision of the Secretary and the President, and are not a part of the Executive Board or the Board of Directors, but may carry out any of the duties of the Secretary assigned to them.
The Secretary shall attend the meetings of the Board of Directors and the members, (with the exception of any committee meetings where the Secretary is not a part of that committee). The Secretary shall be responsible to record all proceedings of the meetings of the members and of the Board of Directors in a corporate book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the members, and shall perform such other duties as may be prescribed by the President or the Board of Directors. The Secretary shall be under the direct supervision of the President.
The Secretary shall have responsibility for the Corporate Seal of the Fellowship. A place for its protection and storage will be provided at the General Office where it will remain to be used by the Secretary. The Secretary, Assistant Secretaries, and designated Administrative Staff shall have authority to affix the Seal to any instrument requiring it and, when so affixed, it may be attested by any member of the Executive Board.
It is the responsibility of the Secretary and the members of the Executive Board to insure the growth and development of the membership, with proper training and help to the members and the workers in their ministries.
The Assistant Secretaries, in the order determined by the Board of Directors, shall, in cooperation with or in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties, and exercise such other powers as the President and the Board of Directors may, from time to time, prescribe.
4.5
Treasurer. The Treasurer must be a person with an education and experience suitable for this office. One or more Assistant Treasurers may also be appointed by the President, subject to the confirmation of the Board of Directors. These Assistant Treasurers shall be under the direct supervision of the Treasurer and the President, and are not a part of the Executive Board or the Board of Directors, but may carry out any of the duties of the Treasurer assigned to them. The Board of Directors may elect to have an outside firm or employed bookkeeper account for and handle the monies of the Fellowship, with direct supervision by the Treasurer.
The Treasurer, under the supervision of the President, shall have the responsibility for the overall financial accountability of the General Office and its management of all funds and assets of the Fellowship. The Treasurer shall examine the accounts provided him by the General Office and report his findings to the Board of Directors. This report must accurately reflect the true financial condition of the Fellowship. There shall be a record of all transactions, receipts and disbursements, accurately kept in books belonging to the Fellowship according to general accounting procedures, and these books shall be available to the Board of Directors from the General Office. All information contained in these books shall be privy to the Board of Directors and shall not be disseminated to any person or group of persons without the authorization of the President and the Board of Directors. The President and any other member of the Executive Board as assigned by the President shall be signers on the bank accounts for the Fellowship. Under the supervision of the President, the Treasurer shall supervise all bank accounts and investments of the Fellowship.
4.6
International Directors. As members of the Board of Directors, International Directors will support the objectives of the Board by overseeing IFM matters within designated continents, nations or regions. Their duties will include but are not limited to:
a. Propagating the vision and mission of IFM within their designated area of responsibility;
b. Facilitating periodic fellowship gatherings and/or conferences for IFM members within their designated area of responsibility;
c. Advising the Board/Credentials Committee regarding new applicants within their designated area of responsibility who are seeking membership, licensing and/or ordination with IFM; and
d. Upon approval of the Board/Credentials Committee, ordain and/or license IFM members within their designated area of responsibility.
The Board will solicit input from International Directors by phone, email or mail, or in person when able to be present at scheduled board meetings.
4.7
International and Regional Representatives. International and Regional Representatives will support the objectives of the Board by serving as IFM representatives within designated continents, nations or regions. Their duties will include but are not limited to:
a. Propagating the vision and mission of IFM within their designated area of responsibility;
b. Facilitating periodic fellowship gatherings and/or conferences for IFM members within their designated area of responsibility; and
c. Advising the Board/Credentials Committee regarding new applicants within their designated area of responsibility who are seeking membership, licensing and/or ordination with IFM.
The Board/Credentials Committee will solicit input from International and Regional Representatives by phone, email or mail, or in person when able to be present at scheduled board meetings. International and Regional Representative do not possess voting rights on the IFM Board.
4.8
Advisors. Advisors will support the objectives of the Board by providing advice in specified areas of expertise. The Board will solicit consultations with advisors by corresponding via phone, email or mail, or when able to be present at scheduled board meetings. Advisors do not possess voting rights on the IFM Board.
4.9
Vacancies. Vacancies in the office of the President arising from any cause may be filled by the Board of Directors at any regular or special meeting. Vacancies in any other office arising from any cause may be filled by the President, subject to the confirmation of the Board of Directors.
4.10
Removal. Any Executive Officer or other officer elected or appointed may be removed by a majority of the Board of Directors whenever in its judgment the best interests of the Fellowship will be served thereby.
ARTICLE 5.
SPECIAL COMMITTEES
5.1
Credential Committee. The Board of Directors may establish one or more Credential Committees to examine the qualifications of applicants who are seeking to be licensed or ordained by this Fellowship, as the Board may see fit and necessary for the purpose of expediting the application process. Copies of the application information will be made available to the Board of Directors for review. Findings and recommendations shall be made by the Credentials Committee, subject to the approval of the President and Secretary.
5.2
Advisory Committee. The Board of Directors may appoint from their number, or from such other persons as the Board may see fit, one or more Advisory Committees and, at any time, may appoint additional members thereto. Such Advisory Committees shall advise and aid the officers of the corporation in all matters designated by the Board of Directors. Each such Committee may, subject to the approval of the Board of Directors, prescribe rules and regulations for the call and conduct of the meetings of the Committee and other matters relating to its procedure.
The members of any Advisory Committee shall not receive any stated salary for their services as such, but, by resolution of the Board of Directors, a fixed reasonable sum or expenses of attendance, if any, or both, may be allowed for attendance at each regular or special meeting of such Committee. The Board of Directors shall have power in its discretion to contract for and to pay to any member of any Advisory Committee special compensation appropriate to the value of such services.
5.3
Executive Committee. The Board of Directors, from time to time, may appoint an Executive Committee from among the Directors, consisting of not less than two (2) Directors. During the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and may exercise all the powers of the Board of Directors in the management and direction of the affairs of the corporation in all cases in which specific directions shall not have been given by the Board of Directors.
All actions by the Executive Committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to revision and alteration by the Board, provided that no rights of third parties shall be affected by any such revision or alteration. Regular minutes of the proceedings of the Executive Committee shall be kept in a book provided for that purpose.
Vacancies in the Executive Committee shall be filled by appointment by the President, subject to confirmation by the Board of Directors at its next meeting. The concurrence of two-thirds (2/3) of the Executive Committee shall be necessary for the passage of any resolution or the taking of any action by the Executive Committee. The Executive Committee may act by written resolution although not formally convened. It shall fix its own rules of procedure, shall meet as provided by such rules or by resolution of the Board, and it shall also meet at the call of the chairman or any member of the Committee.
ARTICLE 6.
AGENTS AND REPRESENTATIVES
The Board of Directors may appoint such agents and representatives of the corporation with such powers and to perform such acts or duties on behalf of the corporation as the Board of Directors may see fit, so far as may be consistent with these Bylaws, to the extent authorized or permitted by law.
ARTICLE 7.
CONTRACTS
The Board of Directors, except as in the Articles of Incorporation and these Bylaws otherwise provided, may authorize any officer, employee or agent 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 the specific instance; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or render it liable for any purpose or amount.
ARTICLE 8.
FISCAL YEAR
The fiscal year of the corporation shall be determined by resolution adopted by the Board of Directors. In the absence of such a resolution, the fiscal year shall be the calendar year.
ARTICLE 9.
CONTROL OF FUNDS
9.1
The Board of Directors shall have exclusive control and power over all grants, contributions and other financial assistance made by the corporation, all of which must be in furtherance of the corporation's purposes.
9.2
The Board of Directors shall have the power to make grants, contributions and otherwise render financial assistance to any organization organized and operated exclusively for exempt purposes set forth in Section 50l(c)(3) of the Internal Revenue Code of 1986, as amended, provided such assistance is in furtherance of the corporation's purposes.
9.3
The Board of Directors shall review all requests for funds from other organizations and require that such requests specify the use to which the funds will be put. Upon approval of the request, payment of the funds may be authorized to that organization.
9.4
The Board of Directors shall require that an organization which receives funds provide a periodic accounting to show that the funds were expended for the use as approved by the Board of Directors.
9.5
The Board of Directors may, in its absolute discretion, refuse to make any grants or contributions or otherwise render financial assistance to or for any or all the purposes for which funds are requested.
9.6
Upon approval of any request as described in Section 9.3, the Board of Directors may solicit funds for that specific project or purpose, but may at any time exercise its right to withdraw approval to use the funds received for other religious, charitable and educational purposes. The Board of Directors shall refuse to accept any contribution which does not allow the corporation complete control and discretion to use funds in furtherance of the corporation's purposes.
ARTICLE 10.
GENERAL CONVENTION
10.1
A General Convention shall be called by the President once each year. Written or printed notice stating the place, day and hour of the General Convention shall be delivered not less than 10 nor more than 50 days before the date of the General Convention, either personally or by mail, by or at the direction of the President, to each member of the Fellowship entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.
10.2
All matters pertinent to this Fellowship shall be brought before the Board of Directors at their meeting immediately preceding the General Convention. Any matters the Directors deem necessary shall be brought before the members at the General Convention for vote or approval. In addition, the members shall vote upon the confirmation of any Director appointed by the President since the previous General Convention. Each member shall have one vote on all matters coming before the membership.
ARTICLE 11.
MEMBERSHIP, LICENSING, AND ORDINATION
11.1
Membership in the Fellowship shall be open to men and women who are qualified according to the Standards of Membership. The Standards of Membership shall be determined by the Board of Directors from time to time, and will be published on the IFM website.
11.2
The Fellowship has four categories of members:
· Associate Members (approved by IFM);
· Licensed Members (approved by IFM);
· Ordained Ministers (ordained by IFM); and
· Ordained Members (ordained by other organizations)..
Each member received into the Fellowship must give ample proof of their sincerity and qualifications consistent to the call of God to minister.
11.3
Membership dues/fees will be published according to the Standards of Membership.
11.4
Membership in the Fellowship must be renewed on an annual basis. A Statement of Faith and evidence of active ministry must accompany each application for renewal of membership. Such other information that is deemed necessary by the President, the General Office and/or the Board of Directors will also be given by each member, in order to be renewed as a member in good standing. Standards of Membership regarding annual renewal of membership are available from the General Office.
11.5
The Board of Directors intends to provide a broad scope of assistance to members and their Chartered Ministries. It is expected that each member of this Fellowship will have an active relationship with and accountability to a local body of believers. Each member of this Fellowship is to have a relationship with the pastor of a local Church body, or be Senior Pastor (or presiding elder) of a local Church body. The Board of Directors shall encourage every member of this Fellowship to keep in contact with the General Office, and strongly suggest that each member build relationships with other Pastors of other Churches in their locale.
11.6
When the Fellowship receives an application for membership from an applicant from any state, nation, or locale in which there is a system of structured authority recognized by the Board of Directors of this Fellowship, the endorsement of said authority shall be considered as support for the application when considered by the Credentials Committee.
11.7
New applicants admitted to membership (other than Associate Members) will receive licensing for their first year with the Fellowship, unless they already have a ministry established, to the satisfaction of the Credentials Committee. If the applicant is ordained with another ministry or church group, he/she may be welcomed as an Ordained Member based on the recommendation of the Credentials Committee.
After a minimum of one year as a licensed minister, Licensed Members may apply for ordination. At this time they will be required to have letters of endorsement regarding their ministerial capabilities, their personal conduct and general character as a minister of Jesus Christ, that are acceptable to the Credentials Committee and/or the Board of Directors. The Standards of Membership regarding this application process are available from the General Office.
11.8
All decisions of the Credentials Committee are subject to review by the Board of Directors. The Board of Directors may accept or reject any applicant as they deem to be in the best interest, or the general welfare, of the Fellowship and/or any portion of the Body of Christ. Any rejected applicant may ask for an explanation as to cause, which may be given in the discretion of the Board of Directors. A personal hearing may be granted by the Board of Directors, where it determines that a hearing is necessary. The determination of the Board of Directors regarding all matters related to membership shall be final and conclusive.
ARTICLE 12.
LOCAL CHURCH GOVERNMENT
All Chartered Ministries, and their properties, shall be governed, owned, leased, rented or managed by their local governing boards and are to be sovereign works. They shall be separately incorporated or otherwise separate and distinct from the Fellowship, and the Fellowship shall not be liable for any of their acts, liabilities or obligations. A Chartered Ministry may become part of the Fellowship for legal purposes or otherwise governed by this Fellowship only upon the vote of its governing board and members as required by its organizational documents or applicable law, with the written acceptance and agreement of the Board of Directors of the Fellowship. The Fellowship will take an active role in the leadership and care of each local church, assembly, mission, other place of worship or ministry whose leadership has submitted itself to the Elders of this Fellowship in a biblical manner.
ARTICLE 13.
CHARTERED MINISTRIES
In accordance with the procedures and qualifications determined by the Board of Directors, the Fellowship agrees to furnish a charter to any church, assembly, mission, other place of worship or ministry, in which a licensed or ordained member of the Fellowship is designated as the President of the chartered organization, so that it can have tax-exempt status under Section 501(c)(3) of the Internal Revenue Code by coming under the Group Exemption Number of the Fellowship. All organizations chartered under the Fellowship are required to maintain a minimum of three (3) officers on their board. Becoming a Chartered Ministry requires financial and organizational accountability to the Fellowship in accordance with the Internal Revenue Code. The Standards of Membership regarding this application process and the rules governing Chartered Ministries are available from the General Office.
ARTICLE 14.
MEMBER ACTIVITIES
Members of this Fellowship who prove themselves true co-workers and worthy of their call shall have every courtesy extended to them which the Fellowship is able to convey. Each member is encouraged to keep in touch with the General Office, by visiting, or by correspondence, or in any way consistent with the regular operations of the Fellowship and the General Office. Members are encouraged to attend at least the General Convention or one of the other conferences, meetings and functions of the Fellowship, as well as those supported by this Fellowship and its members.
ARTICLE 15.
REMOVAL OF MEMBERSHIP AND CHARTERED MINISTRIES
15.1
The removal of any member from this Fellowship will be in accordance with a process that is consistent with the Scriptures and determined by the Board of Directors in its sole discretion.
15.2
A Chartered Ministry may be removed from such status as determined by the Board of Directors in its sole discretion, for any reason it deems appropriate.
15.3
Each member and Chartered Ministry shall only have such rights of process or appeal with regard to removal or other matters related to membership or Chartered Ministries as the Board of Directors determines in its sole discretion. The determination of the Board of Directors regarding all matters related to membership or Chartered Ministries shall be final and conclusive.
ARTICLE 16.
GENERAL INTENTIONS
The Fellowship and its members are planting churches in any and all countries and locales around the world. The ministry of Dr. John G. Lake and the other founding fathers of this Fellowship believed in the power of the gospel being released through Apostolic Team ministry. Thus, the present leadership continues in that quest to establish the church with miraculous signs and wonders. It is through close fellowship and unity of its members that we in the Fellowship will accomplish the task set before us by the Holy Spirit, with the strongest anointing to proclaim the Gospel with signs and wonders.
It is not the intention, nor was it the intention of the founding fathers of this Fellowship, to discriminate against any person, gender, or people group. “In Christ there is neither Jew nor Greek, there is neither bond nor free, there is neither male or female: for ye are all one in Christ Jesus.” This Fellowship will not be a part of any faction producing schemes, plans, or projects that will separate any people group from hearing and receiving all of the benefits of the Gospel of Jesus Christ.
We will not show preeminence over any gender in the church or in leadership with the church or in this Fellowship.
ARTICLE 17.
INDEMNIFICATION
17.1
Power to Indemnify. The corporation may indemnify and hold harmless to the full extent permitted by applicable law each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or other proceeding, whether formal or informal, civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a Director, officer, employee or agent of the corporation or who, while a Director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, employee, agent, trustee or in any other capacity of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action or omission in an official capacity or in any other capacity while serving as a director, officer, employee, agent, trustee or in any other capacity, against all expense, liability and loss (including, without limitation, attorney’s fees, costs, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. Such indemnification may continue as to a person who has ceased to be a Director, officer, employee or agent of the corporation and shall inure to the benefit of his or her heirs, executors and administrators.
17.2
Power to Pay Expenses in Advance of Final Disposition. The corporation may pay expenses incurred in defending any proceeding in advance of its final disposition (hereinafter "advancement of expenses"); provided, however, that any advancement of expenses shall be made to or on behalf of a Director, officer, employee or agent only upon delivery to the corporation of (a) a written affirmation of the Director's, officer's, employee's or agent's good faith belief that he or she has met the standard of conduct described in RCW 23B.08.510, and (b) a written undertaking, by or on behalf of such Director, officer, employee or agent, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Director, officer, employee or agent is not entitled to be indemnified under this Article or otherwise, which undertaking may be unsecured and may be accepted without reference to financial ability to make repayment.
17.3
Expansion of Powers. If the Washington Business Corporation Act or the Washington Nonprofit Corporation Act is amended in the future to expand or increase the power of the corporation to indemnify, to pay expenses in advance of final disposition, to enter into contracts, or to expand or increase any similar or related power, then, without any further requirement of action by the Directors of this corporation, the powers described in this Article shall be expanded and increased to the fullest extent permitted by the Washington Business Corporation Act and the Washington Nonprofit Corporation Act, as so amended.
17.4
Limitations on Indemnification. No indemnification shall be provided under this Article 17 to any such person to the extent that such indemnification would be prohibited by the Washington Business Corporation Act or other applicable law as then in effect, nor, except as provided in Section 17.7 with respect to proceedings seeking to enforce right to indemnification, shall the corporation indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person except where such proceeding (or part thereof) was authorized by the Board of Directors.
17.5
Directors. The corporation shall indemnify and hold harmless any person who is or was a Director of this corporation, and pay expenses in advance of final disposition of a proceeding, to the full extent to which the corporation is empowered.
17.6
Officers, Employees, and Agents. The corporation, by action of its Board of Directors, may indemnify and hold harmless any person who is or was an officer, employee or agent of the corporation, and provide advancement of expenses to the full extent to which the corporation is empowered, or to any lesser extent which the Board of Directors may determine.
17.7
Director's Right to Enforce Indemnification. A Director ("Claimant") shall be presumed to be entitled to indemnification and/or advancement of expenses under this Article upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the undertaking in Section 17.2. has been delivered to the corporation) and thereafter the corporation shall have the burden of proof to overcome the presumption that the Claimant is so entitled.
If a claim under Article 17 is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, or if a claim for expenses incurred in defending a proceeding in advance of its final disposition authorized under Section 17.2 is not paid within 20 days after a written claim has been received by the corporation, the Claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the corporation (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the Claimant is proper in the circumstances nor an actual determination by the Corporation (including its Board of Directors or independent legal counsel) that the Claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled.
17.8
Nonexclusivity. The right to indemnification and advancement of expenses conferred in this Article 17 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or Bylaws of the corporation, agreement, vote of disinterested directors, or otherwise.
17.9
Insurance and Other Security. The corporation may purchase and maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the corporation or who, while a Director, officer, employee or agent of the corporation, is or was serving as a director, officer, partner, trustee, employee, agent or in any other capacity of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Washington Business Corporation Act.
17.10
Power to Enter Contracts.
The corporation may enter into contracts with any Director, officer, employee or agent of the corporation in furtherance of the provisions of this Article 17 and may create a trust fund, grant a security interest in the property of the corporation or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.
17.11
Amendment or Modification. This Article may be altered or amended at any time as provided in these Bylaws, but no such amendment shall have the effect of diminishing the rights of any person existing on the effective date of such amendment.
17.12
Effect of Article. The rights conferred by or pursuant to this Article 17 shall be deemed to be contract rights between the corporation and each person to whom such rights have been conferred. The corporation expressly intends each such person to rely on the rights conferred hereby in performing his or her respective duties on behalf of the corporation.
17.13
Severability. If any provision of this Article or any application thereof shall be invalid, unenforceable or contrary to applicable law, the remainder of this Article, or the application of such provision to persons or circumstances other than those as to which it is held invalid, unenforceable or contrary to applicable law, shall not be affected thereby and shall continue in full force and effect.
17.14
Applicable Law. For purposes of this Article, "applicable law" shall at all times be construed as the applicable law in effect at the date indemnification may be sought, or the law in effect at the date of the action, omission or other event giving rise to the situation for which indemnification may be sought, whichever is selected by the person seeking indemnification.
ARTICLE 18.
AMENDMENTS
These Bylaws may be amended, as it becomes necessary, by a two-thirds (2/3rds) vote of the Board of Directors in a meeting called for that purpose, or by a majority vote of the membership at any General Convention. Amendments so adopted shall take effect immediately.
All amendments to the Bylaws that are to be considered by the members at the General Convention must be presented to the Board of Directors at least thirty (30) days before the General Convention. This time is necessary for study of the amendment for avoidance of conflict by the amendment with the other provisions of the Articles of Incorporation, Bylaws, Constitution and/or with the vision and purposes of this Fellowship; and no such amendment shall be presented for the vote of the membership unless the Board of Directors in its sole discretion determines that such vote is appropriate.
The Constitution of the Fellowship may only be amended by two-thirds (2/3rds) of the Board of Directors at a meeting called for that purpose.
The foregoing Bylaws were adopted by the action of a duly called meeting of the Board of Directors of The International Fellowship of Ministries, in Bothell, Washington, on the 22 day of February, 2009.
 
Rev. Dr. John Roddam, Secretary
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