FRIENDS OF CHINESE REFORMED THEOLOGICAL SEMINARIES
Last Amended 6-13-2008
ARTICLE I -- PREAMBLE
1. Friends of Chinese Reformed Theological Seminaries (referred to herein as "the Corporation") is organized as a nonprofit corporation under the laws of the Commonwealth of Pennsylvania. The Corporation is incorporated under the provisions of the Pennsylvania Nonprofit Corporation law of 1988, as amended. These Bylaws, together with its Article of Incorporation, govern the civil operation of the Corporation in regard to secular matters.
ARTICLE II -- CORPORATE NAME
1. The name of the Corporation shall be Friends of Chinese Reformed Theological Seminaries.
ARTICLE III -- PURPOSE
1. The Corporation shall undertake such acts as it deems necessary to provide Christian Mission support to Chinese Reformed Theological Seminaries in the US and abroad.
2. The specific purposes and objectives of the Corporation shall be:
(a) To provide financial support to various Chinese Reformed Theological Seminaries for specific projects such as the purchase of library books or student scholarships.
(b) To obtain property or to raise endowment funds, all of which property or funds shall be used exclusively for the benefit of one or more Chinese Reformed Theological Seminaries. The objective of the Corporation shall be to transfer such property or funds to a qualified Chinese Reformed Theological Seminary. Property or funds shall be transferred to a given seminary when it is deemed by the Corporation that that seminary is able to operate and maintain a stable, Reformed, financially sound Chinese Reformed Theological Seminary.
(c) To assist any presbytery of the Presbyterian Church of America or a presbytery of any other Reformed Church which is in good standing with the Presbyterian Church of America to send one or more of its ordained or licensed ministers to teach at a Chinese Reformed Theological Seminary. The minister must have a call from the Chinese Reformed Theological Seminary to which they are being sent.
3. The Corporation is not and shall not be a Seminary. It shall not control or interfere with the activities of any seminary, or any seminary's Board of Directors or faculty. Nothing in these Bylaws is to be interpreted as governing academic matters. Under no circumstances shall the Corporation grant any academic degrees.
ARTICLE IV -- LIMITATIONS
1. The Corporation shall operate exclusively for religions, charitable and educational purposes within the requirements of Section 501(c)(3) of the Internal Revenue Code of the United States, or the corresponding section of any future federal tax code.
2. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
3. The Corporation shall not have or issue shares of stock, and no dividends shall be paid. No part of the net earnings or assets of the Corporation shall be distributed to any director or officer without full consideration other than religious benevolences or charitable contributions as approved by the Board in accordance with the statutes and regulations of the Internal Revenue Code. No director or officer of the Corporation has any vested right, interest or privilege in or to the assets, property, functions or activities of the Corporation; provided, however that the Corporation may contract in due course, for reasonable consideration, with its directors or officers without violating this provision. No substantial part of the activities of the Corporation, or any receipt of its funds, shall be utilized for any other purpose except those purposes set forth in Article III of these Bylaws.
4. Upon the dissolution of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose.
5. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (2) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
ARTICLE V -- CORPORATE SEAL
1. The Corporate seal shall not a have corporate seal.
ARTICLE VI -- OFFICES
1. The principle office of the Corporation shall be located in Allegheny Country, Pennsylvania at 2419 Trotter Drive, Allison Park PA, 15101. The Board of Directors may change the location of the principle office from time to time, upon filing the appropriate form under the Pennsylvania Nonprofit Corporation Law of 1988, as amended.
2. The Corporation may also have corporate offices at such places as the Board of Directors may from time to time appoint.
ARTICLE VII -- MEMBERS
1. The Corporation shall have no members. All powers, obligations and rights of members provided by law shall reside in the Board of Directors.
ARTICLE VIII -- BOARD OF DIRECTORS
1. The business and civil affairs of the Corporation shall be managed by the Board of Directors, which shall have such power and duties as are set forth in the Bylaws.
2. The Board of Directors shall consist of not less than five (5) members and not more than eleven (11) members. All members of the Board of Directors must be of the age of majority in this Commonwealth, be members in good standing of a Church that supports the Reformed Faith, and be able to affirm in good conscience that they hold to the teachings of the Westminster Confession of Faith as adopted by the Presbyterian Church of America. A simple majority of board members shall be elders, teaching or ruling, of the Presbyterian Church of America.
3. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors shall have the maximum power and authority now or hereafter provided or permitted under the laws of the Commonwealth of Pennsylvania to directors of Pennsylvania nonprofit corporations acting as a Board.
4. The Board of Directors may, by resolution adopted by a majority of the directors in office, establish one or more committees to consist of one or more directors of the Corporation as may be deemed necessary or desirable, and may vest such committees with such authority as may be deemed proper. A quorum for the purpose of holding and acting at any meeting of a committee shall be a simple majority of the members thereof. No such committee shall have the authority to fill vacancies on the Board, the authority to adopt, amend or repeal Bylaws, or any authority inconsistent with the resolution passed by the Board of Directors establishing it.
5. The annual meeting of the Board of Directors shall usually be held in conjunction with the annual meeting of the General Assembly of the Presbyterian Church in America.
6. Special meetings of the Board of Directors may be called by the Chairman or by a majority of the Board.
7. At least ten (10) days prior to the date of a regular or special meeting, the Secretary of the Corporation shall mail, Email or deliver in person to each director a notice, stating the place, date, and hour of the meeting. Written notice of such a meeting, properly addressed to the last known mailing address of a director, submitted postage prepaid to the United States Postal Service at least ten (10) days prior to the date of the meeting for delivery by First Class Mail shall constitute adequate notice to such director.
8. A director may waive notice of a meeting of the Board of Directors, and attendance and participation at such a meeting shall constitute a waiver of such notice unless the director appears for the express and limited purpose of objecting to the adequacy of such notice.
9. A majority of the Board of Directors in attendance at any duly called meeting of the Board of Directors shall constitute a quorum for the conduct of business. The acts of a majority of directors present and eligible to vote at a Board meeting shall be the acts of the Board of Directors. Any action which may be taken at a meeting of the directors may be taken without a meeting, if the consent or consents in writing setting forth the action so taken shall be signed or emailed by at least a majority of all directors in office, and shall be filed with the Secretary of the Corporation. All votes taken without a meeting shall be ratified at the next duly called meeting.
10. There shall be no voting by proxy at any regular or special meeting of the Board of Directors.
11. One or more persons may participate in a meeting of the Board or a committee of the Board by means of the conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such a meeting.
12. All Board members shall be nominated and elected to serve on the Board. Directors shall be elected by written, Email or verbal ballot. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the Board; subject to the requirements of Section two (2) of this Article of these Bylaws. Directors shall serve for a period of three years and until successors are qualified and elected.
13. The Board of Director may declare vacant the office of a director if the director requests in writing the Board of Directors to do so, or the director does not fulfill one or more of the qualification requirements as specified in Section two (2) of this Article of these Bylaws. The Board of Directors may fill vacancies in the Board of Directors at any duly called meeting of the Board.
14. Any director or officer of the Corporation is authorized to receive reasonable compensation from the Corporation for services rendered and for actual expenses incurred when authorized by the Board of Directors or its designee. No director of the Corporation shall receive compensation merely for acting as a director.
ARTICLE IX -- CORPORATE OFFICERS
1. The executive officers of the Corporation shall be the Chairman (also known as the President), the Vice Chairman (also known as the Vice President), the Secretary, the Treasurer and such officers and assistant officers as may be deemed desirable by the Board of Directors.
2. The Chairman of the Board shall be elected at the annual meeting, and shall serve a one (1) year term and until a successor is qualified and elected. The Chairman shall preside at all meetings of the Board of Directors and shall appoint the members of all committees of the Board of Directors, subject to the advice and consent of the Board. The Chairman shall perform such other duties as may be assigned by the Board of Directors and, in the performance of such duties shall be authorized to sign, in his corporate capacity only, such instruments as may be required to carry out said duties.
3. The Vice Chairman of the Board shall be elected at the annual meeting, and shall serve a one (1) year term and until a successor is qualified and elected. In the absence of a Chairman, the Vice Chairman shall serve and perform the duties of Chairman of the Corporation. The Vice Chairman shall perform such other duties as may be assigned by the Board of Directors and in the performance of such duties shall be authorized to sign, in his corporate capacity only, such instruments as may be required to carry out said duties.
4. The Secretary shall be elected by the Board and shall serve until a successor is qualified and elected. The Secretary of the Corporation shall have general charge of the corporate books and records, shall keep true and accurate minutes of the actions of the Board of Directors and the membership, and shall perform and forward all notices required by law or these Bylaws. The Secretary shall perform such other duties as may be assigned by the Board of Directors and in the performance of such duties shall be authorized to sign, in his corporate capacity only, such instruments as may be required to carry out said duties.
5. The Treasurer shall be elected by the Board and shall serve until a successor is qualified and elected. The Treasurer of the Corporation shall be responsible for and shall be the custodian of the funds, property, securities or other assets belonging to the Corporation, including any special funds entrusted to the Corporation for furthering the purposes of the Corporation. He shall receive, deposit and disburse funds of the Corporation as directed by the Board of Directors. He shall keep an accurate record of the finances of the Corporation and of the funds in his custody. He shall prepare, or have prepared, such reports of the financial condition of the Corporation as may be required, and in general, shall perform all of the duties incident to the office of Treasurer.
6. In the event the Secretary or Treasurer is unable or unwilling to act, the Chairman shall be authorized to appoint a provisional Secretary or a provisional Treasurer from among the voting members of the Corporation to serve until a regular Secretary or Treasurer can be elected.
7. Any officer may be removed by the Board of Directors, either with or without cause, at any duly called meeting of the Board.
8. None of the powers granted or duties assigned to the officers of the Corporation is intended to, nor shall be construed or exercised in such a manner as to, infringe upon the powers and duties of any seminary or any seminary's Board of Directors or faculty.
ARTICLE X -- BOOKS AND RECORDS
1. The Corporation shall keep the following records: (1) minutes of all Board of Director meetings; (2) resolutions adopted by the Board of Directors; (3) the Corporation's Articles or restated Articles of Incorporation and all amendments to them currently in effect; (4) the Corporation's Bylaws or restated Bylaws and all amendments to them currently in effect; (5) a Board of Directors register, giving the names of the directors and showing their respective addresses, and (7) appropriate, complete and accurate books or records of account which shall be reviewed on an annual basis. The records provided for herein shall be kept at the registered office of the Corporation in this Commonwealth.
ARTICLE XI -- OWNERSHIP AND DISTRIBUTION OF PROPERTY AND ASSETS
1. The Corporation shall hold, own and enjoy its own personal and real property, without any right of reversion to another entity, except as provided in these Bylaws.
2. If the Corporation is dissolved, the Corporation's property and assets shall be applied and distributed as follows: (1) all liabilities and obligations of the Corporation shall be paid and discharged or adequate provision shall be made therefor; (2) assets held by the Corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements; (3) assets received and not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more Chinese Reformed Theological Seminaries; this distribution shall be done pursuant to a plan adopted by the Board. Any such transfer or conveyance shall be subject to the Limitations of Article IV Section four (4) of these Bylaws.
ARTICLE XII -- RULES FOR CONDUCT OF MEETINGS
1. All meetings of the Corporation, the Board of Directors and its various committees shall be conducted pursuant to the latest official edition of Robert's Rules of Order.
ARTICLE XIII -- INDEMNIFICATION AND LIMITED LIABILITY OF DIRECTORS
1. A director shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless the director has breached or failed to perform the duties of his or her office under section 8363 of the Director's Liability Act (relating to standard of care and justifiable reliance) and the breach or failure to perform constitutes self dealing, willful misconduct, or recklessness. The provision of this section shall not apply to the responsibility or liability of a director pursuant to any criminal statute; or the liability of a director for the payment of taxes pursuant to local, State, or Federal law.
2. The Corporation shall indemnify any present or former director or officer of the Corporation against expenses actually and reasonably incurred by him in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such director or officer, including attorneys' fees and costs, unless the director has breached or failed to perform the duties of his or her office under section 8363 of the director's liability Act (relating to standard of care and justifiable reliance) and the breach or failure to perform constitutes self dealing, willful misconduct, or recklessness.
3. The Board of Directors may choose to indemnify and advance corporation-related expenses of any former, present or future director, officer, employee, missionary, or agent of the Corporation.
ARTICLE XIV -- ADOPTION, AMENDMENT, AND REPEAL OF BYLAWS
1. These Bylaws have been adopted by the affirmative vote of a majority of voting members at a duly called Board of Directors meeting of the Corporation called for such purpose, at which a quorum was present.
2. These Bylaws may be amended or repealed by the affirmative vote of a majority of voting members present at a duly called meeting of the Board, at which a quorum is present, except as restricted by the Pennsylvania Nonprofit Corporation law of 1988, as amended. All such amendments or motions to repeal shall be presented to the Board of Directors for consideration and recommendation at least 10 days prior to the duly called meeting.
(End of Bylaws)
Adopted by the Corporations Board of Directors on Dec 5, 2001.