BYLAWS OF
Foundation of Divine Truth
A Nonprofit Religious Corporation Formed Under the Laws of the State of California
ARTICLE ONE
ORGANIZATION
Section 1.1. Principal Office. The principal office of the corporation (also referred to as “the Foundation” or “FDT”), shall initially be situated at the 26281 Hohokam Court, Sun City, California, 92586, in Riverside County, California. This is the location stated within the Articles of Incorporation and may, at a later date, be moved to such other location as the Board of Directors may from time to time designate.
Section 1.2. Change of Address. The county of the corporation’s principal office can be changed by a duly adopted resolution of the board of directors. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws or an adopted resolution of the board of directors.
13949 Monte Del Oro, Castroville, CA 95012 Dated: _____________________
____________________________________ Dated: _____________________
____________________________________ Dated: _____________________
____________________________________ Dated: ______________________
Section 1.3 Other Offices. The corporation may maintain such other offices both within and without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may authorize by adopted resolution.
Section 1.4. Maintenance of Corporate Records. Minutes of all meetings of directors, and committees of the Board indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof. Adequate and correct books and records of account, including accounts of its
properties and business transactions and accounts of its assets, liabilities, receipts,
disbursements, gains and losses. A copy of the corporations Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the public at all reasonable times during office hours.
Every director shall have the absolute right at any reasonable time to inspect and copy
all books, records and documents of the corporation except for records and
documents containing confidential client information related to spiritual,
psychological or therapeutic treatment carried out by employees or agents of the
corporation. Confidential client information shall be kept in the records of the
individual agents of the corporation, and, if any, their clinical supervisors, who
provide such spiritual, psychological or therapeutic treatment and shall be subject to
review as required by law and/or the requirements of the particular certifying boards
of said agents. Every director shall have the absolute right to inspect the physical
properties of the corporation.
Section 1.5. Corporate Seal. The seal of the corporation shall be of such design as shall be approved and adopted from time to time by the Board of Directors, and the seal or a facsimile thereof may be affixed by any person authorized by the Board of Directors or these Bylaws by impression, by printing, by rubber stamp, or otherwise. The foregoing not withstanding, however, unless otherwise required by the laws of the State of California, the Board of Directors may opt not to utilize a corporate seal.
ARTICLE TWO
PURPOSES
Section 2.1. Objectives and Purposes.
The primary objectives and purposes of this corporation shall be:
ARTICLE THREE
MEMBERS
Section 3.1. Membership. The corporation shall not have members, and pursuant to Section 9310(b) of the Nonprofit Religious Corporation Law of the State of California, any action which would otherwise, under law or the provisions of the Articles of Incorporation or Bylaws of this corporation, require approval by a majority of all members or approval by the members, shall only require the approval of the Board of Directors. All authority shall be vested in a perpetual Board of Directors as set forth in Article IV below.
ARTICLE FOUR
BOARD OF DIRECTORS
Section 4.1. Initial Directors. The initial Board of Directors shall consist of no less than one (1) person and no more than eight (8) natural persons, and collectively they shall be known as the board of directors. The initial Board of Directors shall serve a term of one year and be eligible for re-election to two-year terms thereafter; however, in all cases, directors shall serve until their successors shall have been elected and qualified.
Section 4.2 Duties of the Directors. To perform any and all duties imposed on them collectively or individually by law or by the Articles of Incorporation of this corporation or by these Bylaws. To appoint and remove, officers and/or employees except as otherwise provided for in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation. Yearly review all officers, agents and employees of the corporation to assure their duties are performed properly and their conduct exemplifies the Codes of Ethics of the Bylaws of this corporation. Meet at such times and places as required by these Bylaws. Register their addresses on a timely basis with the secretary of the corporation, for which notices of meetings or communications mailed to the address of record shall be considered valid notices thereof.
Section 4.3. Compensation. Directors shall serve without compensation except that they shall receive such compensation and be reimbursed for expenses of attendance at any meeting of the board as shall be determined by resolution of the Board of Directors. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties while in or out of the area of residence. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore. By adoption of a resolution of the board of directors, purchase and maintenance of insurance on behalf to of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of the law relating to self-dealing (Section 9243 of the California Non-profit
Religious Corporation Law) asserted against or incurred by an agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 9246
of the California Nonprofit Religious Corporation Law.
Section 4.4. Number, Election and Term. The number of directors to serve on the Board of Directors may be amended by a duly adopted resolution of the Board of Directors, however, this number shall not be less than the minimum number required by California law. All directors elected after the initial board shall serve two-year terms and shall be eligible for re-election to further terms by the Board of Directors; however, in all cases, current directors shall serve until their successors shall have been elected and qualified. When a seat becomes vacant on the board, the current Board of Directors shall fill it by majority vote; however, a director shall abstain from voting upon his or her own nomination for re-election to the board.
Section 4.5. Powers of the Board of Directors. The activities and assets of the corporation shall be managed, controlled and dispersed by the board of directors which shall exercise all the powers of the corporation; however, the board may delegate duties to the officers of the corporation to the full extent allowed by law.
Section 4.6. Meetings and Waiver of Notice and Consent to Hold Meetings . Regular meetings of the Board of Directors shall be held at such places, within or without the State of California, and on such days and at such times as shall be fixed from time to time by the board of directors.
Rules of procedure for the conduct of such meetings shall be adopted by resolution of the board of directors or utilizing the Robert’s Rule of Order .
Notice of such regular meetings need not be given. A majority of the Board of Directors shall constitute a quorum for the transaction of business, but a lesser number may adjourn to another day if a quorum is not present. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by the Articles of Incorporation or these Bylaws.
Special meetings of the board may be held at any time and place, within or without the State of California, upon the call of the chairman of the board, the president or secretary of the corporation by written notice delivered to each director not less than three (3) days before such meeting; provided, however, that any director may, at any time, in writing, waive notice of any meeting. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
For purposed of this section, "delivery" of notice of a Board of Director's meeting may be accomplished either by hand-delivery, through the U.S. Postal Service, through a private parcel carrier service, or electronically by facsimile transmission or electronic mail via the worldwide web. "Delivery" is completed upon receipt by the director through any of the aforementioned means except when delivery of notice is by U.S. Postal Service or private parcel carrier service, in which case, delivery shall be completed upon delivery of the notice to the director's last known home address.
The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as defined in Section 4.5, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 4.7. Quorum. A quorum shall consist of one-half (1/2) of the Board of Directors or in the case where an uneven number of directors are named and serve, one-half plus one additional director (1/2 + 1). Except as otherwise provided in these Bylaws, or by law, no business shall be considered by the board at any meeting in which a quorum is not present and the only motion which the chair shall entertain is a motion to adjourn. However, the majority of directors present at any such meeting may adjourn until the time fixed for the next regular meeting of the board.
When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting and the business to have been transacted at such a meeting other than by announcement at the meeting at which the adjournment is taken.
The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting, due to the withdrawal of directors from the meeting, providing that any action thereafter taken must be approved by at least the required quorum for such a meeting or such greater percentage as may be required by law, the Articles of Incorporation, or Bylaws of this corporation.
Section 4.8. Director meeting via telephone conference. Directors may appear at a meeting of the board by means of telephone conference or similar communication system whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting. Furthermore, a director appearing at board meeting via telephone conference shall also be allowed to vote by this medium. Furthermore, it is permissible for all directors to appear at a meeting of the board of directors via telephone conference or similar communication system.
Section 4.9. Action by Consent. Any action which is required to be or may be taken at a meeting of the directors may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all the directors. The written consent may be executed in several identical counterparts by the directors with the effect as if the directors had executed a single document.
Section 4.10. Resignation and Filling of Vacancies of Directors. Any director of the corporation may resign at any time by giving written notice of such resignation to the board of directors, the chairman of the board, or the corporation. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt thereof by the Board of Directors or one of the above-named officers. Vacancies on the board and newly created directorships resulting from any increase in the number of directors to constitute the board of directors may be filled by a duly approved resolution of a majority of the directors then in office. If the directors remaining in office constitute less than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. The death of any director shall be treated as a voluntary resignation by the corporation.
Section 4.11. Committees. The board of directors, by resolution adopted by a majority of the whole board, may designate two or more directors to constitute a committee. Each such committee, to the extent provided in such resolution, shall have and may exercise the authority of the Board of Directors, as so delegated in the resolution, in the management of the corporation; but the designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or such member by law.
Section 4.12. Removal of directors. The Board of Directors may, by resolution adopted by the affirmative vote of 66% or more of the directors, remove a fellow board member. Sixty-six percent of all directors, not 66% of those directors in attendance at the meeting, most vote in favor of removal for the resolution to pass.
Section 4.13. Conduct of Meetings. Meetings of the Board of Directors shall be presided over by the chairperson of the board, or, if no such person has been so designated or in his or her absence, the president of the corporation or, in his or her absence, by the vice president of the corporation or, in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
Meetings shall be governed by Robert’s Rule of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these bylaws, with the articles of incorporation of this corporation, or with provisions of law.
ARTICLE FIVE
OFFICERS
Section 5.1. Number, Election and Term. The officers of the corporation shall be a president, treasurer, and secretary, who shall be chosen by the board of directors at its first meeting. The same individual may hold all three offices. The Board of Directors may elect such other officers with such titles and duties as it may determine are appropriate. Any two or more offices may be held by the same person. All officers, unless sooner removed, shall hold their respective offices until the first meeting of the Board of Directors after the next succeeding election of the Board of Directors and until their successors shall have been duly elected and qualified. The salaries of the officers of the corporation shall be fixed from time to time by the board of directors. No officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the corporation.
Section 5.2. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall not affect the contract rights, if any, of the officer or agent so removed.
Section 5.3. Chairman of the Board. The Chairman of the board, if any, shall preside at all meetings of the directors at which he or she is present and shall perform such other duties as the board of directors or these Bylaws may prescribe.
Section 5.4. President. In the absence of the chairman of the board, the President shall preside at all meetings of the directors at which he or she is present. The President shall perform such duties as the Board of Directors may prescribe and shall see that all orders and resolutions of the board are carried into effect. The President shall execute bonds, deeds or mortgages, checks, contracts and other instruments of negotiation requiring a signature or seal, under the seal of the corporation, except where permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.
Section 5.5. Vice Presidents. The Vice Presidents, if any, in the order of their seniority shall, in the absence or disability of the President and any executive Vice President, perform the duties and exercise the powers of the president, and shall perform such other duties as the Board of Directors or the President may prescribe.
Section 5.6. Secretary and Assistant Secretaries. The Secretary shall keep or cause to be kept a record of all meetings of the Board of Directors and record all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall keep in safe custody the seal of the corporation and shall affix the same to any instrument requiring it. The assistant secretaries, if any, in order of their seniority shall, in the absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as the Board of Directors may prescribe.
Section 5.7. Treasurer and Assistant Treasurers. The Treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors and shall perform such other duties as the Board of Directors may prescribe. The Treasurer shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, the Treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. The assistant treasurers, if any, in the order of their seniority shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Board of Directors may prescribe.
Section 5.8. Director of Ministry. The Board of Directors is responsible to call, install and may ordain a Director of Ministry to organize and preside over particular religious services and meetings to provide spiritual leadership in carrying out the Foundation’s life and mission. The Director of Ministry may be installed to either an employed or volunteer position with the Foundation. If employed, the salary of a director of ministry shall be fixed annually by resolution of the Board of Directors. In all cases, any salaries received by the Director of Ministry of this corporation which relate to the performance of the religious purposes of this corporation shall be reasonable and be given in return for services actually rendered which relate to the performance of the religious purposes of this corporation.
The Director of Ministry called by the Foundation may be elected to serve on the Board of Directors and my hold any office of the Foundation except that of Secretary. The Director of Ministry and any other ordained ministers who serve this Foundation shall report their activities to the Board of Directors, and engage in an ongoing process of mutual discernment as to their continued involvement in the Foundation, at least one time per year or at the request of the board of directors.
The qualifications for a Director of Ministry shall be that they have earned a Masters Degree in Divinity, Theology or Metaphysics (or its equivalent) from an accredited seminary or university, and demonstrated the ability to provide strong spiritual leadership, and a work history free of impropriety or sexual misconduct. Furthermore they need to pledge before the Board of Directors to comply with the Foundations primer of Spiritual Practice and Code of Ethics and accept the guidance and support of the Board of Directors.
Section 5.9. Lay Minister and Spiritual Teachers. The Board of Directors may call and install lay ministers or teachers to do outreach prayer, teaching and sharing of the Divine Truth of God and the Heavenly Hierarchy under the direction of the Director of Ministry. Said lay ministers will not provide sacraments and/or spiritual counseling, unless they have completed ordination from a church, temple or synagogue (or their equivalent).
The lay minister or spiritual teacher is installed to either an employed or volunteer position with the Foundation. If employed, the salary shall be fixed annually by resolution of the board of directors. In all cases, any salaries received by them from this corporation which relate to the performance of the religious purposes of this corporation shall be reasonable and be given in return for services actually rendered which relate to the performance of the religious purposes of this corporation.
The lay ministers and spiritual teachers called by the Foundation may be elected to serve on the board of directors and my hold any office of the Foundation except that of Secretary. The director of ministry shall report their activities to the board of directors, and engage in an ongoing process of mutual discernment as to their continued involvement in the Foundation, at least one time per year or at the request of the board of directors.
Section 5.9. Clerk – The position of clerk is responsible to the Secretary and is responsible for maintaining files, preparing documents as directed, handling appointments and telephone calls and other duties as directed by the Administrative Staff. This positions wages shall be determined by the Board at a fair and equitable rate.
ARTICLE SIX
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section 6.1. Indemnification of Directors and Officers. To the fullest extent permitted by the laws of State of California, including future amendments of those laws, the corporation shall indemnify and hold harmless each director and officer of the corporation against any and all claims, liabilities, and expenses (including attorneys' fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred and arising from any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, to which any such person shall have become subject by reason of having held such a position
or having allegedly taken or omitted to take any action in connection with any such position. However, the foregoing shall not apply to: any breach of such person's duty of loyalty to the corporation;
a. Any act or omission by such person not in good faith or which involves intentional misconduct or where such person had reasonable cause to believe his conduct was unlawful; or
b. Any transaction from which such person derived any improper personal benefit. c.
Section 6.2. Determination of Entitlement of Directors and Officers to Indemnification. The decision concerning whether a director or officer seeking indemnification has satisfied the provisions of Section 6.1 shall be made by (i) the board of directors by a majority vote of a quorum consisting of directors who are not parties to the action, suit, or proceeding giving rise to the claim for indemnity ("Disinterested Directors"), whether or not such majority constitutes a quorum; (ii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by independent legal counsel in a written opinion.
Section 6.3. Indemnification of employees and agents. The Board of Directors may, in such cases as, in its complete discretion, it deems appropriate, indemnify and hold harmless employees and agents of the corporation, and persons who formerly held such positions against any or all claims and liabilities (including reasonable legal fees and other expenses incurred in connection with such claims or liabilities) to which any such person shall have become subject by reason of having held such a position or having allegedly taken or omitted to take any action in connection with such position.
ARTICLE SEVEN
CONFLICT OF INTEREST POLICY
Section7.1. Purpose of Policy. The purpose of the conflict of interest policy is to protect the corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations. The primary benefit of this conflict of interest policy is to assure the board and committees can make decisions in an objective manner without due influence by persons with a private interest and to insure the purpose of this corporation is fulfilled without excessive expenses.
Section 7.2. Interested Person. Any director, principal officer, agent, employee, or member of a committee with board delegated powers who has a direct or indirect financial interest, as defined below, is an interested person. If a person is an interested person with respect to any entity in the religious system of which the corporation is a part, he or she is an interested person with respect to all entities in the religious system.
Sections 7.3. Financial Interest. A person has financial interest is the person has, directly or indirectly, through business, investment or family an ownership or investment interest in any entity with which the corporation has a transaction or arrangement or a compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement or a potential ownership or investment interest in, or compensation with, any entity or individual with which the corporation is negotiating a transaction or arrangement.
Section 7.4. Compensation. Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. A financial interest is not necessarily a conflict of interest, under Article III, Section 2, of the IRS Conflict or Interest Policy, a person who has a financial interest may have a conflict of interest only if the appropriate board or committee decides that a conflict of interest exists.
Section 7.5. Duty of Disclosure. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement.
Section 7.6 Determination of Conflict of Interest. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
Section 7.7. Procedures for Addressing the conflict of Interest. An interested person may make a presentation at the board or committee meeting, and after such leave the meeting during the discussion and vote. The chairperson of the board or committee shall appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement if a conflict is determined. After exercising due diligence, the board or committee shall determine whether the corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. It a more advantageous transaction or arrangement cannot be reasonably attained, under circumstances that would not give rise to conflict of interest, the board or committee shall determine by majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest and for its own benefit and whether the transaction or arrangement is fair and reasonable to the corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with its determination.
Section 7.8 Violation of the Conflicts of Interest Policy. If the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflict of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstance, the board or committee then by majority vote determines if the member has in fact failed to disclose an actual or possible conflict of interest and shall take appropriate disciplinary and corrective action.
Section 7.9. Records of Proceedings. The minutes of the board and all committees with board delegated powers shall contain the names of the person(s) who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board’s or committee’s decision as to whether a conflict of interest in fact existed. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.
Section 7.10. Compensation and Voting. A member of the board or committee who receives compensation as an officer or employee of the corporation is precluded form voting on matters pertaining to that member’s compensation.
Section 7.11. Annual Statements. Each director, principal officer and members of committees will annually receive a copy of Article Seven- Conflict of Interest Policy for review and signature that they received, understand and will comply with the policy. This is in understanding that the corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes.
Section 7.12. Period Review. To ensure the corporation operates in a manner consistent with charitable purposes and that it does not engage in activities that could jeopardize its statue as an organization exempt from federal income tax, periodic reviews of compensation arrangements and benefits, acquisitions and services, arrangements and transactions, are reasonable, further the corporations charitable purpose and do not result in inurnment of impermissible private benefit. In conducting these periodic reviews the corporation may, but need not, use outside advisors. This may be delegated to a committee by the board. The use of outside experts does not relieve the board of its responsibility of continuous monitoring and periodic review to insure compliance.
ARTICLE EIGHT
MISCELLANEOUS
Section 8.1. Amendment of Bylaws. The Bylaws may be amended by a majority vote of the board of directors present in person or by proxy at the annual meeting, at a special meeting called for that purpose, or by written consent.
Section 8.2. Fiscal year of the corporation. Unless the Board of Directors shall select another date through a duly adopt resolution, the fiscal year of the corporation shall begin on the first day of January of each year and end on the last day of December in each year.
Section 8.3 Code of Ethics and Conduct. It is important for the integrity of this corporation that all members of the board, officers, agents and employees conduct themselves in a high ethical standard, the failure to do so resulting in evaluation by the Board of Directors and Director of Ministry as to one’s suitability to be associated with or employed by this Religious Corporation.
Integrity and a high standard of ethics are fundamental to our beliefs. This corporation is committed to doing what is right and deterring wrongdoing. In dealings with our customers, suppliers and fellow employees, directors, or agents of service. The guidelines subject to the Board of Directors discretion to amend or change include:
a. Conducting ourselves in a forthright and honest manner
b. Being fair, hones and considerate in all dealings
c. Maintain courteous and professional behavior in all relationships
d. Making only commitments we believe we can keep
e. Keeping them
f. Respect the rights and dignity of all individuals on a non-discriminatory basis
g. Obeying the laws of the County and State in which we reside
h. Not engaging in sexual misconduct or harassment
i. Inexcusable neglect of Duty
j. Incompetence in performance of duties as designated in the Bylaws of this corporation
k. Conflict of Interest between personal business and the business of the corporation
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned natural persons, are all of the initial directors of the Foundation of Divine Truth, a California Nonprofit Religious Corporation, and, pursuant to the authority granted to the directors of these bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing bylaws consisting of eleven (11) pages, as the bylaws of this corporation.
Name of Directors
Becky Prante, President
Michael Prante, Treasurer/Secretary
Carol Schrotenboer, Director
Debra Gallo, Director
Constance Caballero, Director