Oreabylaws

OREA Bylaws

AMENDMENT TO THE BYLAWS OF
ORAL ROBERTS EVANGELISTIC ASSOCIATION, INC.

The undersigned, pursuant to the authority contained in the Sixth Amended Articles of Incorporation of Oral Roberts Evangelistic Association, Inc., do hereby amend the Bylaws of Oral Roberts Evangelistic Association, Inc. to read as follows:

BYLAWS OF ORAL ROBERTS EVANGELISTIC ASSOCIATION, INC.
(A Nonprofit Religious Corporation)

As Amended
February 13, 2004

ARTICLE ONE
NAME, SEAL AND OFFICES

1. The name of this Corporation is Oral Roberts Evangelistic Association, Inc. The seal of the Corporation shall have inscribed thereon the words "ORAL ROBERTS EVANGELISTIC ASSOCIATION, INC. CORPORATE SEAL." The principal office of the Corporation shall be in Tulsa, Oklahoma; and the Corporation may also have offices at such other places as the Board of Trustees may, from time to time, designate.

ARTICLE TWO
THE BOARD OF TRUSTEES

1. Governing Body. The governing body of the Corporation shall be known as the Board of Trustees. The Board shall have all the. powers and duties of a board of directors of a nonstock, nonprofit membership corporation under the laws of the State of Oklahoma, and shall be treated as the "board of directors" for all purposes that such term may be used under Oklahoma law.

2. Number. There shall be no more than eighteen (18) members of the Board whose nomination and election shall be solely as provided for in these Bylaws.

3. Business and Spiritual Affairs. The Board of Trustees shall be divided into two separate boards of trustees: the Board of Business Trustees and the Board of Spiritual Trustees. In the event a decision of the Spiritual Trustees is in conflict with a decision by the Business Trustees, on any purely spiritual matter within the purview of the Spiritual Trustees, the decision of the Board of Spiritual Trustees shall prevail. Each respective Board of Trustees shall have the following powers and duties in the management of the Corporation:

a. The Board of Business Trustees.

i. The Board of Business Trustees shall consist of eleven Trustees, who shall be called Business Trustees.

ii. Within sixty (60) days after the date of filing this Amendment, the Board of Trustees serving at the time of this Amendment shall nominate eleven (11) Trustees to serve on the Board of Business Trustees.

iii. Thereafter, Business Trustees shall be elected annually by the currently serving Board of Business Trustees at each annual meeting of the Board of Business Trustees, to hold office for staggered three year terms as hereinafter provided. The Business Trustees shall be chosen at such annual meeting by a majority vote of the Business Trustees constituting a quorum. In the interval between annual meetings, the Chairman of the Board of Business Trustees may fill vacancies in the Board by appointing replacement Business Trustees who shall hold office until the next annual meeting of the Business Trustees following his election. The Trustees holding office at the time of the adoption of these amended Bylaws shall continue in office for a period of sixty (60) days, or until a new Board of Business Trustees is elected, whichever first occurs.

iv. Members of the Board of Business Trustees shall serve for staggered terms not to exceed three years to be implemented as follows:

(a) Four (4) Trustees shall be elected to serve for three (3) years;
(b) Four (4) Trustees shall be elected to serve for two (2) years; and
(c) Three (3) Trustees shall be elected to serve for one (1) year.

For ensuing years, Trustees in a number sufficient to fill expiring terms shall be elected for a term of three (3) years. Business Trustees may be reelected. In the event of a Business Trustee's death, resignation, or inability to serve, the Business Trustee's successor shall be appointed by the Chairman of the Board of Business Trustees to serve for the remainder of such unexpired term. The Business Trustees shall elect one of their members to be Chairman and one to be Vice Chairman of the Board of Business Trustees. Unless expressly provided otherwise, a majority of the then sitting members of the Board of Business Trustees shall constitute a quorum.

v. The Board of Business Trustees shall have sole and complete authority over all of the business, secular, corporeal, commercial, financial, pecuniary, fiscal, and other non-spiritual affairs of the Corporation.

vi. None of the seats on the Board of Business Trustees shall be held by Rev. Oral Roberts, Rev. Richard Roberts, the spouses and members of the family of Oral Roberts or Richard Roberts (within the meaning of Section 267(c)(4) of the Internal Revenue Code of 1986), Spiritual Trustees, or paid employees (including persons being paid as independent contractors) of the Corporation and any affiliated corporations.

vii. A Business Trustee may resign at any time by giving written notice to the Chairman of the Board of Business Trustees or the Secretary of the Corporation. A Business Trustee may be removed from office only for cause, by a vote of seventy-five percent (75%) of the Business Trustees at any meeting of the Board of Business Trustees. Any Trustee proposed to be removed shall be entitled to at least three days written notice of the meeting at which such removal is to be voted upon and he shall be entitled to appear before and heard at such meeting.

viii. Immediately after each annual election of Business Trustees, the newly elected Trustees shall, upon notice, meet forthwith in an annual meeting for the purpose of organization, election of officers, and the transaction of such other business as may properly come before the meeting. Special meetings of the Board of Business Trustees may be called by the Chairman and must be called by the Chairman on the written request of any five (5) members of the Board of Business Trustees. In any event, the Board of Business Trustees shall meet at least once each calendar quarter.

ix. At all meetings of the Board of Business Trustees, the Chairman of the Board of Business Trustees, or in his absence the Vice Chairman of such Board, shall preside. In the absence of both of them, a Chairman pro. tempore chosen by the Business Trustees shall preside.

x. At all meetings of the Board of Business Trustees, a majority of the entire number of Business Trustees shall constitute a quorum for the transaction of business, and the act of a majority of the Business Trustees present at any meeting at which a quorum is present shall constitute the action of the entire Board of Business Trustees. The Business Trustees present at a duly called and organized meeting can continue to do business until adjournment notwithstanding withdrawal of enough Business Trustees to leave less than a quorum. (Notwithstanding the above, for purposes of removing a member of the Business Trustees, a quorum of eighty percent (80%) of the members of the Board of Business Trustees then holding office shall be required.)

xi. At each annual meeting of the Board of Business Trustees, the Board shall, by a resolution adopted by a majority of the entire Board, designate five (5) Business Trustees to an Executive Committee, which Committee shall have and exercise all of the authority of the Board of Business Trustees, and, subject to the proviso following immediately hereafter, any action of the Executive Committee shall be deemed to be the action of the Board and may be so certified by the officers of the Corporation; provided, however, that the Executive Committee shall act only in the interval between meetings of such Board and shall be subject, at all times, to the control and direction of such Board. In addition to the five (5) Business Trustees, two (2) Spiritual Trustees may be appointed to serve on the Executive Committee, but such Spiritual Trustees shall have no vote or authority with respect to the business, secular, corporeal, commercial, financial, pecuniary, fiscal and other nonspiritual affairs of the Corporation. Any vacancy in the Executive Committee may be filled for the unexpired terms created by such vacancy by resolution of such Board, and pending the filling of any vacancy or vacancies the remaining members of the Executive Committee, provided there be at least three (3), shall constitute, and continue to function as, the Executive Committee. At any meeting of the Board of Business Trustees, such Board may, by a resolution of such Board, designate from the Board additional members of the Executive Committee, who shall hold office until the next annual meeting of the Board of Business Trustees. A meeting of the Executive Committee may be called upon five days written notice. A majority of the whole Committee shall constitute a quorum, and the act of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the Executive Committee. The Executive Committee, in the absence of a meeting, may, by unanimous consent in writing, take or approve any action within its authority. A meeting of the Executive Committee may be called by the Chairman of the Executive Committee, Chairman or Vice Chairman of the Board, or the President and must be called at the written request of two (2) members of the Executive Committee.

xii. The Board of Business Trustees shall have the power, at any time, for any purpose, to appoint any committee it deems necessary and to delegate to such committee whatever powers such committee shall require to carry out its assigned responsibilities.

xiii. The Board of Business Trustees (or any committee thereof) is specifically authorized to hold meetings by means of telephonic conference or similar communication, pursuant to the provisions of the Oklahoma General Corporation Act, as amended. Any action required or permitted to be taken by the Board may be taken without a meeting if members consent thereto in writing and the writing or writings are filed with the minutes of the proceeding thereof. Except as provided by the laws of Oklahoma, the Board shall determine what actions are required of it, or permitted by it, and what actions require a meeting thereof.

xiv. Written notice of annual meetings or of any special meetings of the Business Trustees and the purpose therefor shall be mailed not less than five (5) days prior to any such meeting to each Business Trustee at his address as it appears on the records of the Corporation, except that three days written notice shall be sufficient if by telegraphic notification to the Business Trustees. Attendance at any meeting, noticed or not, shall be deemed a waiver of notice.

b. The Board of Spiritual Trustees.

i. The Board of Spiritual Trustees shall be the spiritual, evangelical, scriptural, and theological policy-making body of the Corporation.

ii. The following persons shall comprise and serve on the Board of Spiritual Trustees for their respective lifetimes, without being subject to reelection or removal except as provided by the laws of Oklahoma:

Rev. Oral Roberts
Evelyn L. Roberts
Rev. Richard L. Roberts
Lindsay Roberts

Members may be removed from the Board of Spiritual Trustees only for cause, which includes moral turpitude, fraud, apostasy, or the like. A member of the Board of Spiritual Trustees may be removed by a vote of ninety percent (90%) or more of the total membership of the Board of Trustees. In the event a Spiritual Trustee dies, resigns, or is otherwise unable to serve, the remaining Spiritual Trustees shall elect a successor Spiritual Trustee by a majority vote.

iv. The Board of Spiritual Trustees (or any committee thereof) is specifically authorized to hold meetings by means of telephonic conference or similar communication, pursuant to the provisions of the Oklahoma General Corporation Act, as amended. Any action required or permitted to be taken by the Board may be taken without a meeting if members consent thereto in writing and the writing or writings are filed with the minutes of the proceeding thereof. Except as provided by the laws of Oklahoma, the Board shall determine what actions are required of it, or permitted of it, and what actions require a meeting thereof.

v. Written notice of annual meetings or of any special meetings of the Spiritual Trustees and the purpose therefor shall be mailed not less than five (5) days prior to any such meeting to each Spiritual Trustee at his address as it appears on the records of the Corporation, except that three days notice shall be sufficient if by telegraphic notification to the Spiritual Trustee. Attendance at any meeting, noticed or not, shall be deemed a waiver of notice.

vi. Members of the Board of Spiritual Trustees shall serve as the principal spiritual pastors, shepherds, teachers, healers, and motivators of the Corporation. The Board of Spiritual Trustees shall elect a Chairman and Vice Chairman of the Board of Spiritual Trustees, and the Board of Spiritual Trustees may elect such other officers as the Board deems necessary and appropriate.

vii. The Chairman and Vice Chairman of the Board of Spiritual Trustees are the spiritual prophets, seers, pastors, leaders, and ministers of the Corporation. The teachings of the Chairman and Vice Chairman of the Board of Spiritual Trustees on matters of faith and morals represent the teachings of Our Lord and Savior Jesus Christ applied to the problems and circumstances of today's times and must be followed by the Corporation's leadership and staff.

ARTICLE THREE
OFFICERS

1. Number, Term and Qualification. The officers of the Corporation shall be a Chairman of the Board of Trustees, a Vice Chairman of the Board of Trustees, President, Executive Vice President, Vice President, Secretary, Treasurer, and such other officers, including Assistant Secretaries and Assistant Treasurers, as may be determined by the Board of Business Trustees. The officers shall be elected annually by the Board of Business Trustees at the annual meeting of the Board of Business Trustees and shall hold office until the next annual election of officers.

2. Vacancies. In case any office of the Corporation becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, the Business Trustees may elect an officer to fill such vacancy, and the officer so elected shall hold office for the unexpired term.

3. Chairman. The Chairman of the Board of Trustees shall preside over the meetings of the Board of Trustees. In addition to duties otherwise provided by the Bylaws, the Chairman shall perform such duties as the Board shall prescribe. He shall be an ex-officio member of all Committees of the Board.

4. Vice Chairrnan. The Vice Chairman of the Board of Trustees shall carry out the functions of the Chairman in his absence. In addition, he shall perform such other duties as may be prescribed by the Board.

5. President The President shall be the chief executive officer of the Corporation, and, subject to the control of the Board of Business trustees, he shall have and exercise general charge of the affairs of the Corporation. The President shall perform such duties as may be assigned to him by the Board of Business Trustees.

6. Vice President In the absence or disability of the President, the Vice President shall, subject to the control of the Board of Business Trustees, perform the President's duties and such other duties as the Board of Business Trustees may assign.

7. Secretary. The Secretary shall have charge of such books, documents, and records as the Board of Business Trustees or the President may determine, and he shall perform such other duties as may be assigned to him by the President of the Board of Business Trustees.

8. Treasurer. The Treasurer shall have charge of the corporate funds subject to such regulations as may be imposed by the Board of Business Trustees or the President, and he shall perform such other duties as may be assigned to him by the President or by the Board of Business Trustees.

9. Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall perform such duties as may be assigned by the President or by the Board of Business Trustees.

10. Removal. Any officer of the Corporation may be removed from office by the affirmative vote of a majority of the Business Trustees at any annual or special meeting of the Board of Business Trustees called for that purpose. Any officer, other than the President and Vice President, may also be removed from office by the President, whenever such removal is believed to be for the best interest of the Corporation.

ARTICLE FOUR
INDEMNIFICATION OF TRUSTEES, OFFICERS,
EMPLOYEES, AND AGENTS OF THE CORPORATION

1. Each Trustee, officer, employee, or agent of the Corporation, now or hereafter serving in such capacity, shall be indemnified by the Corporation against any and all claims and liabilities to which he has become subject by reason of serving or having served as such Trustee, officer, employee, or agent, or by reason of any action alleged to have been taken, omitted, or neglected by him while having served as same; the Corporation shall reimburse such person for all legal expenses reasonably incurred by him in connection with any such claim or liability; provided, however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred or arising out of his own willful misconduct or gross negligence.

2. The Corporation may purchase and maintain insurance as determined in the sole discretion of the Board of Business Trustees on behalf of any such person against liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability. The indemnification provided herein shall not be deemed exclusive of any other right to which such person may be entitled by law.

ARTICLE FIVE
MISCELLANEOUS

1. Waiver of Notice., Consent to Action. Whenever any notice, whatsoever, is required to be given under the law or under the Articles of Incorporation or the Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the event requiring the notice, shall be deemed equivalent to the actual giving of the notice. Any person present at a meeting who does not protest prior to or at the time commencement of the meeting the lack of proper notice shall be deemed to have waived notice of such meeting. Any action, which under the law or under the Articles of Incorporation or the Bylaws might be taken at a meeting of the Boards of Business or Spiritual Trustees or at a meeting of the Executive Committee of the Board of Business Trustees, may be taken without a meeting if a record or memorandum thereof be made in writing and signed by all of the Trustees or by all of the members of the Executive Committee of the Board of Business Trustees, as the case may be, who would be entitled to vote at a meeting for such purpose and such record or memorandum be filed with the Secretary and made a part of the corporate records.

2. Prohibition Against Sharing in Corporate Assets or Earnings. No Trustee, officer, or employee of or person connected with the Corporation, or any other private individual, shall receive, at any time, any of the net earnings or pecuniary profit from the operations of the Corporation other than reasonable compensation for services rendered. Trustees shall not receive any compensation for their services as Trustees, provided that this shall not prevent the payment of reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes. The Business Trustees may provide for reasonable travel expenses 'for Trustees at its "discretion. No such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation or the winding up of the affairs of the Corporation, whether voluntary or involuntary.

3. Exempt Activities. Notwithstanding any other provision of these Bylaws, no Trustee, officer, employee, or representative of this Corporation shall take any action or carry on any activities in violation of the Articles of Incorporation.

4. Gender. Whenever in these Bylaws the words he, his, him are used, they shall be deemed where appropriate to mean the comparable feminine or neuter pronoun.

5. Amendments. These Bylaws may be amended in accordance with the Articles of Incorporation of this Corporation.

6. Audit by Certified Public Accountant The books and records of the Corporation shall be examined annually by an independent certified public accountant, whose audit report shall be rendered directly to the Chairman of the Board of Business Trustees and the Secretary and Treasurer. The audit letter from such accountant shall be circulated to all Trustees within fifteen (15) days after receipt.

ADOPTED this 13th day of February, 2004.
ORAL ROBERTS EVANGELISTIC ASSOCIATION, INC.

Mike Bernard, Secretary

ATTEST:

David Ellsworth, Assistant Secretary

JHS.OREA.BYLAWS AMENDED.021304

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