NATURE COAST MINISTRIES, INC.
7655 W. GULF TO LAKE HWY SUITE 8 CRYSTAL RIVER, FLORIDA 34429
Constitution and Bylaws
Nature Coast Ministries is an evangelical Christian organization designed to pull together time, talent, and treasure within our community to maximize effective services for those in need.
Article 1 - Name and Offices
- The name of this corporation shall be Nature Coast Ministries, Inc., hereinafter referred to as “NCM, Inc.”
- The principal office of the corporation shall be in the County of Citrus, State of Florida. The corporation may also have offices as such other places within or without this state as the board may from time to time determine, or the business of the corporation may require.
- Nature Coast Ministries, Inc. shall function as a not-for-profit public charity corporation as defined and governed by the laws of the state of Florida and the requirements of Internal Revenue Code section 5O1(c) 3.
Article 2 – Purposes
The purpose for which this corporation has been organized are as follows:
- To put forth in the community the expressed love, hope, and forgiveness of Jesus Christ through actions which improve the quality of life for our citizens while respecting their inherent dignity as fellow human beings. We will do this without regard for race, gender, religion, age, marital status, or station.
- This will be accomplished by reaching out to our community's needs and provide assistance through:
- Health Ministries - dental treatment;
- Benevolence Ministries - including food, clothing, and employment;
- Housing Ministries - including crisis, halfway, and homeless intervention;
- Outreach and Youth Ministries - including counseling and mentoring;
- All other purposes incidental and collateral to the above purposes.
- In the discretion of the board of directors, and if allowed by law, this corporation may also act as a fiduciary in the administration of any estate, trust, guardianship or gift annuity program where a portion of the administered assets or income from such assets is or will be used in furtherance of the purpose of this cooperation.
Article 3 – Membership
- Qualification. Membership shall be limited to the board of directors elected and sponsored and actively serving Nature Coast Ministries, Inc. Members must have embraced and expressed the desire to achieve the purposes of the corporation. Each director shall be at least 21 years of age and each member must believe in the Christian and or Jewish scriptures.
- Manner of Admission. Each application for membership must be sponsored by a member in good standing and be approved by a majority of members present at a meeting duly held in order for the applicant to become a Member.
- Votes. Each Member shall be entitled to one vote on each matter submitted to a vote at a meeting of the board of directors.
- Proxies. Each member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another member of the board of directors to act for him or her by proxy. Each proxy shall be in writing and shall be signed by the Member or their otherwise duly authorized attorney in fact. No proxy shall be valid for more than one scheduled meeting of the Board of Directors.
- Liability. No member of the corporation shall be personally liable for any of its debts, liabilities, or obligations, nor shall any member be subject to any assessment thereto.
Article 4 – Board of Directors
- Application and section. Individuals proposed as members of the board of directors shall submit a written application and accomplish a questionnaire provided for consideration. The application and the questionnaire shall include the opportunity for the proposed member to provide testimony to their faith in order to ensure that members of the board of directors are of the evangelical Christian faith, that they practiced and live out their faith in a manner consistent with the values and goals of nature coast ministries, inc., and that they possess a teachable spirit.
- General powers. Subject to the limitations of the articles of incorporation, bylaws, and the nonprofit corporation statutes concerning corporate action that must be authorized or approved by the members of the corporation, all corporate powers shall be exercised by or under the authority of the board of directors, and the management and affairs of the corporation shall be controlled by the board of directors.
- Number, Qualification, Election, and Tenure. The number of directors elected from time to time in accordance with these bylaws but shall never be less than three. Directors shall be elected by the members as needed and shall serve until their successors have been qualified and elected.
- Nominating committee. A nominating committee shall provide a slate of prospective board members at the November board meeting for approval and election by the board at the annual meeting in January.
- Director election. Election of new directors or election of current directors to an additional term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the membership present.
- Increase or decrease in directors. The number of directors may be increased or decreased by vote of the members or by vote of a two-thirds majority of all the directors, but to no less than three or more than eleven. No decrease in the number of directors shall shorten the term of any incumbent director.
- Vacancies. Newly created positions resulting from an increase in the number of directors and vacancies occurring in the board may be filled by a vote of a majority of the directors then in office. Such directors shall serve until the next annual meeting when they must be elected by vote of the members. A director elected to fill the vacancy created by resignation, death, or removal shall be elected to hold office for the unexpired term of his or her predecessor.
- Removal. Any directors may be removed by action of the board, with a two-thirds vote of directors. Removal could be failure to acknowledge an absence from scheduled board meetings. Two sequential unexcused absences could result with the board voting on removing the board member.
- Resignation. A director may resign at any time by giving written notice to the President or the Secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
- Officers and duties:
- Officers of the board of directors and this corporation shall be A
- vice president
- and such other officers as may be elected from time to time period officers shall be governed by a general job description for each office, as determined by the board of directors. Officers shall be elected to two year terms each January after the annual election of members of the Board of Directors and shall begin terms of office immediately. The president and secretary shall be elected in even numbered years, and the vice president and treasurer shall be elected in odd numbered years.
- President. Shall be the principal officer of the corporation and shall exercise general supervision over all of the business and affairs of the corporation. The president shall preside at all meetings of the board. He or she may sign, with the secretary any deeds, mortgages, bonds, contracts or other instruments that the board authorizes to be executed, except in cases where the signing and execution shall be expressly delegated. In general, the president shall perform all duties incident to this office and such as may be assigned by the board from time to time.
- Vice President. In the absence of the president, or in the event of the president's inability to act, shall perform the duties of the president. The vice president shall perform such other duties as from time to time may be assigned by the board.
- Secretary. Shall keep the minutes of all meetings of the board of directors, shall be custodian of the corporate records and of the seal of the corporation, shall see that all notices of meetings are duly given in accordance with provisions of all bylaws or as required by law, shall keep a register of addresses of all members of the board of directors, shall keep attendance records of board members at board meetings, and in general perform all duties incident to the office of secretary, and others such duties as from time to time may be assigned by the board.
- Treasurer. Shall have charge and custody of and be responsible for all funds and securities of the corporation he or she shall maintain or supervise the maintenance of an accounting system for the disbursements made on behalf of the corporation; Give Together with Bookkeeping receipts for money due and paid to the corporation from any source whatsoever; Thrift Store Manager, Executive Director, or Bookkeeping shall deposit all such money in the name of the corporation in such banks, trust companies and other depositories as shall be selected and approved by the board of directors; Shall sign all vouchers, checks and or drafts for the payment of invoices and bills for materials, and or services authorized by the board of directors through its annual budget error as approved by the board during the year, and shall perform all other duties as from time to time may be assigned by the board.
All checks drawn on the corporation for more than $2500.00 must be cosigned by the president or the executive director. If required by the board, the treasurer shall be bonded for such sum and with surety or sureties as the board may determine.
- Committees. Committees shall be established, and members appointed, from time to time as needed, or as required, by the Board of Directors, with terms of service and responsibilities determined at the time each committee is established.
Article 5 - Meetings
- There shall be, at a minimum, quarterly meetings of the corporation called and presided over by the board of directors. The first meeting each year shall be scheduled within the first 60 days and shall be the annual meeting at which time annual ports shall be provided to the membership by all officers of NCM, Inc. Additional meetings may be called by the president as may be required. Regular meetings of the Board of Directors may be held at such time and place as shall be determined by the Board of Directors, preferably monthly, but in no event shall they be held less than quarterly.
- Annual meetings. The purpose of the annual meeting of members is to elect directors and officers and to transact such other matters as may properly come before the members. The annual meeting of the Members of the Corporation shall be at times and places designated by the Board of Directors or the President of the Corporation. The annual meeting of members for any year shall be held no later than thirteen (13) months after the last annual meeting of members. However, failure to hold an annual meeting timely shall in no way affect the terms of Officers or Directors of the Corporation or the validity of the actions of the Corporation.
- Special meetings. Special meetings of the board of directors may be called by the President or the majority of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix a reasonable time and place for holding them. The purpose of each special meeting shall be stated in the notice and may only include lawful and proper purposes for Members to consider.
- Announcement. With the exception of called special meetings, all meetings shall be publicly announced a minimum of two weeks in advance and in such a way as to ensure maximum notice and participation.
- Quorum and voting. A majority of directors in office shall constitute a quorum for the transaction of business. Except as otherwise provided in these Bylaws and the Articles of Incorporation, the vote of a majority of Directors present at a meeting at which a quorum is present shall constitute the action of the Board of Directors. If less than a quorum is present, then a majority of those Directors present may adjourn the meeting from time to time without notice until a quorum is present.
- Arbiter. Roberts's Rule of Order, latest edition, shall be the governing arbiter for ALL procedural matters and disputes.
Article 6 – Compensation
- The Board of Directors shall hire and fix the compensation of the Executive Director of the corporation and in their discretion, may delegate the hiring and compensation of any staff member of the corporation to the Executive Director.
- No officer or director shall, for reason of his or her office, be entitled to receive any salary or compensation without the full board of director’s vote.
Article 7 – Administration
- Day-to-Day operations of NCM, Inc. shall be the responsibility of the Executive Director who shall be the principal administrative office and who shall be appointed by a 2/3 vote of the Board and shall work under the general direction of the Board of Directors.
- The Executive Director shall be the resident agent of the corporation, and his or her duties and responsibilities shall be governed by a written job description approved by the Board of Directors.
Article 8 – Budget and Finance
- The Executive Director shall prepare an annual proposed budget for review and approval by the Board of Directors at the November meeting. (THIS MAY CHANGE AFTER DISCUSSION WITH ACCOUNTANT. MEETING WILL BE HELD ON AUGUST 18, 2023)
- Contracts and Funds.
Contracts: The Board of Directors may authorize any officer or officers, agent or agents of the corporation, 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 corporation, and such authority may be general or confined to specific instances.
Gifts: The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the corporation. Gifts and contributions to this ministry shall be considered tax deductible in accordance with IRS section 501c3 status of this corporation.
Loans: No loans shall be entered into without the board of directors.
Article 9 – Audits, Books, and Reports
- The Corporation shall keep correct and complete books and records of accounts and also shall keep minutes of the proceedings of its Board of Directors.
- All books and records of the corporation may be inspected by any member of the Corporation upon reasonable notice. The Treasurer’s books and records shall be audited annually by auditors appointed by the Board.
- The Treasurer shall provide written reports quarterly and annually, or as needed, of receipts and expenses of the corporation for members of the Board of Directors.
Article 10 – Program Year, Fiscal Year and Audits
- The program year and fiscal year of the corporation shall end on December 31st of each year and every year. The Board has the authority from time to time to change the fiscal year end subject to applicable law and generally accepted accounting principles.
- The Board of Directors shall cause at year-end a general audit of the Corporation books performed by an outside Accountant, Certified Public Accountant, or Enrolled Agent, pursuant to the laws of the State of Florida and the code of the Internal Revenue Service. A report on the results of this audit, as well as necessary filings for tax purposes shall be completed and submitted to the Board within 90 days of the close of the fiscal year.
Article 11 - Dedication Right and Distribution of Assets
- The property of this corporation is irrevocably dedicated to charitable purposes, and no part of the net income or assets of this corporation shall ever benefit of any director, officer, or member thereof or to the benefit of any private individual.
- Upon dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at that time qualify as an exempt organization or organizations under section 501 C 3 of the Internal Revenue Code, as the Board of Directors shall determine.
- Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as such courts shall determine, which are organized and operated exclusively for those purposes.
Article 12 – Amendments
- Subject to the limitations contained in the Corporations not-for-profit law of the State of Florida, concerning corporate action that must be authorized or approved by the members of the corporation, the Constitution and Bylaws of this corporation may be made, altered, rescinded, added to, or new bylaws may be adopted, by a resolution of the Board of Directors at any regular or special meeting of the Board, present, provided that at least fourteen (14) days written notice is given of the intention to amend the bylaws at such meeting, in which notice shall be included the intent of such proposed changes.
- Amendments to the Constitution and Bylaws shall require a two-thirds (2/3) majority vote of the Board of Directors.
The corporation shall indemnify each officer, including former officers, to the full extent permitted by the state corporation laws.