Bylaws & Policies
BYLAWS
(AS OF NOVEMBER 15, 2023)
Article I: Purpose And Organization
Section 1.1. Founding and mission. Founded in 1998 by John Shepherd, Calvary Road Ministries (CRM) is an international organization whose mission is to empower self- sustaining gospel movements among least-reached people groups.
Section 1.2. Organization and location. CRM is a Tennessee corporation organized under the Tennessee Nonprofit Corporation Act, Title 48, Chapters 51-68 of the Tennessee Code, which shall govern CRM’s operations and governance to the extent not provided for in these Bylaws. CRM’s principal office shall be in the continental United States at a location determined by the Board of Directors. CRM may maintain one or more satellite offices, either within or without the United States, as the Board of Directors may determine.
Section 1.3. Registered agents. CRM shall maintain a registered agent in the state in which its principal office is located. The registered agent may be a CRM Officer, Director, or a commercial registered agent as determined by the Executive Committee from time to time.
Article II: Board Of Directors
Section 2.1. Governing Board of Directors. CRM’s business and affairs are managed by a Board of Directors, which will exercise all the powers of the organization. The term “Board” means the Board of Directors. The term “Executive Committee” means the Executive Committee of the Board of Directors. The term “Board Chair” means the Chair of the Board of Directors. The terms “Director” or “Directors” mean a voting member or members of the Board. Directors must be individuals. The CRM Directors and the dates upon which their terms expire will be published on the CRM website. Notwithstanding any provision to the contrary, the term “Board Meetings” includes Regular Board Meetings and Special Board Meetings.
Section 2.2 Composition of the Board. The Board of Directors will consist of not less than three (3) nor more than twenty-four (24) members with staggered three-year terms. The Board also includes the Board Chair, President, Past President, Vice President, Secretary, and Treasurer, all of whom will serve as ex-officio voting Directors during their terms of office. Honorary Directors are non-voting Directors.
Section 2.3. Appointment. Members of the Board of Directors are appointed by a majority vote of the existing Board. Should a member of the Board be considered for re-appointment to the Board, then such member shall be disqualified from voting on his or her re- appointment.
Section 2.4. Honorary Directors. In recognition of a person’s distinguished service or contributions to CRM, the Board of Directors may appoint such person an Honorary Director. Honorary Directors are not required to have previously served as a CRM Director. There is no minimum or maximum number of allowable Honorary Directors. Honorary Directors are non-voting Directors and not included in the number of Directors required for a quorum.
Section 2.5. Executive Committee of the Board. The Executive Committee is composed of the Board Chair, President, Vice President, Treasurer, and Secretary. The Board Chair shall chair the Executive Committee. Subject to the approval of the Board, the Executive Committee has, and may, exercise its authority to manage CRM’s business and affairs between the Board Meetings. The Executive Committee, however, does not have the unilateral authority to (i) amend, alter, restate, or repeal CRM’s Charter, (ii) amend, alter, restate, or repeal the Bylaws, (iii) appoint, or remove any Director, Officer, or Executive Committee member, (iv) adopt a plan of merger or plan of consolidation with another entity, (v) authorize the sale, lease, exchange, or mortgage of CRM’s property and assets, (vi) authorize the voluntary dissolution of CRM or revoke proceedings therefore, (vii) adopt a plan for the distribution of any of CRM’s property or assets, or (viii) amend, alter, restate, or repeal any resolution of the Board of Directors. The appointment of, and delegation of authority to, the Executive Committee shall not relieve the Board, or any individual Director, of any responsibility imposed by these Bylaws or by applicable law. Notwithstanding any other provision of these Bylaws, the Executive Committee may unilaterally extend the term of office of any CRM Officer as the Executive Committee deems necessary or appropriate in the best interest of CRM.
Section 2.6. Regular Board Meetings. The Board of Directors must conduct at least one Regular Board Meeting per year (i.e., the annual meeting), and may conduct a maximum of two Regular Board Meetings per year—one in the Spring and one in the Fall—at such time and place as the Board determines as designated in the notice of such meeting(s). The purposes of a Regular Board Meeting are to appoint Officers, Directors, and Committees, when necessary, review and discuss current Committee and non-Committee reports, vote on pending Committee recommendations, and transact such other business presented to the Board in the meeting agenda. e the meeting. A Regular Board Meeting may be in-person or conducted remotely via electronic means, such as Zoom or a similar conferencing service, as determined by the Board. The President, in consultation with the Board, shall set the date, time, and place of a Regular Board Meeting. The President shall set the agenda of for a Regular Board Meeting. The President shall disseminate the agenda, related committee reports (if any), and other meeting materials to the Board via electronic mail at least twenty (20) days prior to such meeting(s). Failure to hold at least one Regular Board Meeting per year (i.e., the annual meeting) will not work a forfeiture or dissolution of CRM. In the event such occurs, the Regular Board Meeting serving as the annual meeting shall be held within a reasonable time thereafter.
Section 2.7. Special Board Meetings. A Special Board Meeting may be called by any voting Director. The Board Chair shall fix the date, time, and place of such meeting. A Special Board Meeting may be in-person or conducted remotely via electronic means, such as Zoom or a similar conferencing service, as determined by the Board Chair. A Special Board Meeting requires twenty (20) days advance written notice to be disseminated to all Directors via electronic mail by the person or persons calling the meeting. The person or persons calling a Special Board Meeting shall develop the agenda, which shall be included in the Special Board Meeting notice. Only the items on the agenda may be discussed or acted upon at a Special Board Meeting. The Board Chair shall chair any Special Board Meetings.
Section 2.8. Quorum; majority vote required. At all Board Meetings, one-half (1/2) of the existing voting Directors shall constitute a quorum for the transaction of business. Except as otherwise set forth below, at any Board Meeting at which a quorum is present, the affirmative vote of the majority of the voting Directors present is necessary for the approval of any matter voted upon by the Board of Directors. However, at all meetings where a quorum exists, but less than three-fourths (3/4) of the voting Directors are present at the beginning of the meeting, no action may be taken by the Board except by the affirmative vote of two-thirds (2/3) of the voting Directors present. An act of the Directors attending a meeting at which a quorum is present shall be an act of the Board. Notwithstanding the above, whenever the Board is required or permitted to take an action by vote, such action may be taken without a Board Meeting by written consent setting forth the action so taken, signed, and sent to the Secretary via electronic mail, by three-fourths (3/4) of the voting Directors. At all Executive Committee meetings, two-thirds (2/3) of the Executive Committee members shall constitute a quorum for the transaction of business. At any Executive Committee meeting at which a quorum is present, the affirmative vote of a majority of the members present is necessary for the approval of any matter voted upon by the Executive Committee.
Section 2.9. Attendance at Board meetings; no voting by proxy. Directors may not vote by proxy but may vote on an individual matter specified in a Board Meeting agenda by delivering a written consent or dissent thereto to the Secretary at least twenty-four (24) hours before the meeting. Such written consent or dissent shall be included for the purpose of determining the presence of a quorum for the consideration of such matter. A Director’s attendance at any Board Meeting shall constitute a waiver of notice of such meeting unless the Director’s attendance is for the sole purpose of objecting to the transaction of business because the meeting was not lawfully called or convened or notice of the Board Meeting was not properly given or is deficient. Non-Directors may attend Board Meetings only by invitation of the Board Chair or the President.
Section 2.10. Director term of service. A Director shall assume his or her responsibilities on January 1 of the calendar year following the year in which he or she is appointed unless an earlier start date is specified by the Board of Directors. Directors shall adhere to the general standards of conduct for Directors set forth in Section 48-58-301 of the Tennessee Code. Other than Honorary Directors, unless a Director resigns or is removed, his or her term of service shall be three (3) years. A Director may stand for re-appointment for a second consecutive term at the conclusion of his or her initial term of service.
Section 2.11. Compensation. Directors shall not receive any compensation for serving on the Board of Directors. A Director, however, may perform other services for CRM for which he or she may be compensated.
Section 2.12. Property interest of Directors. No Director shall have any right, title, or interest in or to any of CRM’s property or assets prior to, or at the time of, the liquidation or dissolution of CRM.
Section 2.13. Non-liability for debts. A Director’s private property shall be exempt from execution or other liability for any CRM debts and no Director will be liable or responsible for any CRM debts or liabilities.
Section 2.14. Removal of a Director. A Director may be removed by a two-thirds (2/3) vote by paper or electronic mail ballot of the Board of Directors whenever, in the Board’s judgment, such removal is in CRM’s best interest.
Section 2.15. Resignation of a Director. A Director may resign by giving written notice to the Board Chair or the President. A resignation is effective when the notice is received by the Board Chair or the President.
Section 2.16. Director vacancy. The Board may fill a vacancy on the Board for the unexpired portion of a Director’s term due to his or her death, resignation, or removal.
Article III: Officers
Section 3.1. Composition of the Officers. The Officers of CRM shall be composed of a Board Chair, President, Past President, Vice President, Secretary, Treasurer, and such other Officers as may be appointed by the Board of Directors from time to time to perform such duties the Board may designate. The CRM Officers and the dates upon which their terms expire will be published on the CRM website.
Section 3.2. Chair of the Board. The Board of Directors shall appoint a Board Chair from among the Directors. The Board Chair is an Officer of CRM, an ex officio voting member of the Board, and a voting member of the Executive Committee. The Board Chair shall preside over all Board Meetings and Executive Committee meetings unless such duties are delegated to the President. The Board Chair also shall perform such other services and duties pertaining to CRM’s business and affairs that the Board may assign from time to time.
Section 3.3. President. The Board shall appoint a President from among the Directors. The President is an Officer of CRM, an ex officio voting member of the Board of Directors, and a voting member of the Executive Committee. As the Chief Executive Officer of CRM, the President (i) shall oversee the work of CRM, subject to the control and approval of the Board, (ii) shall be answerable to the Board and the Executive Committee for his or her actions, (iii) may sign and/or enter, with the Secretary or any other Officer authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments authorized by the Board, except in cases where the execution of such documents shall be expressly delegated by the Board, by these Bylaws or by statute, to another CRM Officer, agent, or representative, and (iv) shall perform such other duties incident to the office of President as may be assigned by the Board from time to time. The President shall set the agenda for all Board Meetings and Executive Committee meetings. In the event the Board Chair is unable to attend and discharge his or her duties at any Board Meeting over which he or she would normally preside, the President shall perform such duties.
Section 3.4. Interim President. Should the President resign, be removed from office, or is otherwise unable or unwilling to discharge his or her duties, a quorum of the Executive Committee shall appoint an Interim President from among the Directors to fulfill the duties of President until the Board of Directors appoints a new President. The Interim President is an Officer of CRM, an ex officio voting member of the Board, and a voting member of the Executive Committee. The Interim President shall have all powers, responsibilities, obligations, duties, and restrictions of the President.
Section 3.5. Past President. The Past President is an Officer of CRM and an ex officio voting member of the Board of Directors. The Past President shall (i) provide ongoing organizational continuity via counsel to the President and the Board, and (ii) perform such other duties assigned by the Board from time to time. The Past President shall serve until the term(s) of his or her immediate successor are completed or otherwise terminated. Should the Past President resign, be removed from office, or otherwise be unable or unwilling to discharge his or her duties, the post shall remain vacant until the next Past President arises.
Section 3.6. Vice President. The Board of Directors shall appoint a Vice President from among the Directors. The Vice President is an Officer of CRM, an ex officio voting member of the Board, and a voting member of the Executive Committee. The Vice President shall perform all duties incident to the office of Vice President and such other duties that may be assigned by the Board, the Executive Committee, the President, or the Board Chair from time to time. In the event the President or Board Chair are unable to attend and discharge their duties at any meeting over which they would normally preside, the Vice President shall perform such duties.
Section 3.7. Treasurer. The Board of Directors shall appoint a Treasurer from among the Directors. The Treasurer is an Officer of CRM, an ex officio voting member of the Board, and a voting member of the Executive Committee. The Treasurer shall (i) chair the Finance Committee, (ii) develop and oversee the annual budget and, if income is less than the budgeted amounts, in consultation with the President and subject to approval by the Board, adjust the annual budget as necessary during the fiscal year, (iii) oversee the custody and safekeeping of securities, cash, and other assets belonging to CRM with the power to issue receipt for same and endorse for deposit all checks payable to CRM or the Treasurer, (iv) oversee the investment and re-investment of funds belonging to CRM, subject to the direction of the Board and the Finance Committee, (v) oversee the disbursement of funds under the direction of the Board, or with written approval of the Treasurer and the President, (vi) work with the President and/or the Board to identify appropriate outside audit firm candidates and appoint a firm to conduct the annual audit or review, (vii) oversee the CRM books of account, (viii) prepare financial statements as needed, setting forth the detailed financial condition of CRM since the date of the preceding financial statements, including financial and investment accounts, assets, liabilities, receipts, and disbursements, (ix) prepare and present financial reports at the Board Meetings and/or upon request of the Board, the President, or the Executive Committee, and (x) perform all duties incident to the office of Treasurer and such other duties that may be assigned by the President or the Board From time to time. Subject to the approval and direction of the Executive Committee, the Treasurer may delegate any of the above-listed functions to an independent CPA firm, trust company, or other qualified financial institution, firm, or individual duly authorized and empowered to perform such functions.
Section 3.8. Secretary. The Board of Directors shall appoint a Secretary from among the Directors. The Secretary is an Officer of CRM, an ex officio voting member of the Board, and a voting member of the Executive Committee. The Secretary shall (i) take and keep the minutes of the Board Meetings, Executive Committee meetings, and such other meetings as required by the Board from time to time, in both electronic and hard copy form, (ii) ensure that all notices are duly given as required by these Bylaws or by law, (iii) oversee the custody of CRM corporate records, (iv) oversee the custody of CRM’s official seal, (v) ensure that CRM’s seal is affixed to all documents as required by these Bylaws or by law, the execution of which on behalf of CRM under its seal is duly authorized pursuant to these Bylaws, (vi) keep a register of the names, addresses, and contact information of all Officers, Directors, Committee members, and donors, (vii) keep on file at all times complete copies of the CRM Charter and current CRM Bylaws containing all amendments thereto (which shall always be open to the inspection of any Director), and at CRM’s expense, forward a copies of the Bylaws and their amendments, if any, to each Director (upon request), and (viii) perform all duties incident to the office of Secretary and such other duties that may be assigned by the President or the Board from time to time.
Section 3.9. Officer term of service. An Officer shall assume his or her responsibilities on January 1 of the calendar year following the year in which he or she is appointed unless an earlier start date is specified by the Board of Directors. The term of service for all Officers shall be one (1) year. Officers shall adhere to the standards of conduct for Officers set forth in Section 48-58-403 of the Tennessee Code. New offices may be created and filled at any Board meeting. Each Officer shall hold office until his or her successor is duly appointed.
Section 3.10. Bonds of Officers. The Treasurer and any other Officer or agent of CRM charged with responsibility for the custody of any of its funds or property shall give a bond in such sum and with such surety as the Board of Directors may determine. The Board, in its discretion, also may require any other CRM Officer or duly appointed agent or representative to give a bond in such amount and with such surety as it shall determine.
Section 3.11. Compensation. The powers, duties, and compensation, if any, of CRM’s Officers and duly appointed agents and representatives shall be fixed by the Board of Directors.
Section 3.12. Removal of an Officer. A CRM Officer or duly appointed agent or representative may be removed by a two-thirds (2/3) vote by paper or electronic ballot of the Board of Directors whenever in the Board’s judgment such removal is in CRM’s best interest.
Section 3.13. Resignation of an Officer. An Officer (other than the President) may resign by giving written notice to the Board Chair or the President. The President may resign by giving written notice to the Board Chair. The Board Chair may resign by giving written notice to the full Board of Directors. A resignation is effective when the notice is received.
Section 3.14. Officer vacancy. The Board of Directors shall appoint a replacement Officer from among the Directors to fill a vacant Officer post (other than President; see Section 3.4) for the unexpired portion of an Officer’s term due to the death, resignation, or removal of such Officer.
Article IV: Committees
Section 4.1. CRM Committees. CRM Committees are composed of Standing Board Committees (Sections 4.2-4.4) and Ad hoc Committees (Section 4.5). All Committees, chairs, members, and purpose(s) shall be published on the CRM website.
Section 4.2. Standing Board Committees. The Standing Board Committees are created by the Board of Directors for the management of CRM. The Standing Board Committees are, without limitation, composed of the Development Committee and Finance Committee. The Board has the authority to create and appoint such other Standing Board Committees that it deems necessary to manage the affairs of CRM. The Board also has the authority to disband any Standing Board Committee that it determines is no longer necessary for the management of CRM.
Section 4.3. Development Committee. The Board Chair, in consultation with the President, shall appoint a Chair of the Development Committee. The Board Chair, in consultation with the President and Chair of the Development Committee, shall appoint at least two (2) additional Directors or non-Directors to act as a Development Committee. The Board Chair and the President shall be ex-officio voting members of the Development Committee. The Development Committee shall formulate and make recommendations to the Executive Committee and the Board regarding financial support and donor development strategies, programs, initiatives, and other related matters.
Section 4.4. Finance Committee. The Board Chair, in consultation with the President and Treasurer, who shall Chair the Finance Committee, shall appoint at least two (2) additional Directors to act as a Finance Committee. The President shall be an ex-officio voting member of the Finance Committee. The Finance Committee shall (i) advise the Executive Committee and the Board regarding the financial management of CRM, (ii) supervise the bidding and selection process for the annual audit or review, (iii) supervise the investment and management of CRM’s funds and other assets, (iv) oversee preparation of the proposed annual budget, (v) monitor compliance with the annual budget approved by the Board of Directors, and (vi) address other CRM financial matters that may arise from time to time as assigned by the Executive Committee or the Board.
Section 4.5. Ad hoc Committees. The President shall have the power to create and appoint ad hoc committees as necessary to address specific issues facing CRM.
Section 4.6. Quorum; majority vote required. Unless otherwise provided in a Board resolution establishing a Committee, the rules set forth in these Bylaws for the Board of Directors regarding meeting quorums and the number of votes required for an action shall govern the Standing Board Committees and Ad hoc Committees as if the name of the Committee is substituted in Article II, Section 2.8 for the words “Board of Directors” or “Board” as stated therein.
Section 4.7. Committee rules and records. No Committee may adopt or implement any governance rules that are inconsistent with these Bylaws, CRM policies, or any other rules or resolutions specifically adopted or implemented by the Board of Directors. Each Committee shall maintain minutes and other records of all actions taken.
Section 4.8. Committee member term of service. Unless otherwise provided in these Bylaws, CRM policies, or any other rules or resolutions specifically adopted or implemented by the Board, the term of service for Standing Board Committee members and Ad hoc Committee members shall be reviewed and determined for reappointment by the Board Chair, in consultation with the President and respective Committee Chair, on an annual basis. Likewise, the term of service for Standing Board Committee Chairs and Ad hoc Committee Chairs shall be reviewed and determined for reappointment by the Board Chair, in consultation with the President, on an annual basis.
Section 4.9. Removal of a Committee Chair or Committee member. A Committee Chair or Committee member may be removed by a two-thirds (2/3) vote by paper or electronic ballot of the Board of Directors whenever in its judgment such removal is in the best interest of CRM.
Section 4.10. Resignation of a Committee Chair or Committee member. A Committee Chair may resign by giving written notice to the President. A Committee member may resign by giving written notice to the Committee Chair. A resignation is effective when the notice is received.
Section 4.11. Committee member vacancy. A vacancy in the membership of any Committee or the Chair of any Committee due to the death, resignation, or removal of a Committee member or Chair may be filled by appointment made in the same manner as the original appointment. A replacement appointment shall be for the unexpired portion of the replaced Committee member’s or Committee Chair’s term.
Article V: Indemnification
Section 5.1. Civil acts. CRM shall indemnify, to the maximum extent allowable under Section 48-52-102(b)(3) of the Tennessee Code and/or other applicable law, including the advancement of expenses, CRM’s current and former Directors, Officers, employees, and duly appointed agents and representatives against all losses, assessments, attorney’s fees, litigation expenses, court costs, judgments, fines, debts, liabilities, settlement amounts (including settlement amounts paid with a view towards avoiding the expense of litigation), and all other amounts paid or owed pertaining to, relating to, or arising out of, any existing, threatened, pending, or completed civil claim, action, lawsuit, arbitration, litigation, or legal proceeding of any nature in any forum, whether judicial, legislative, administrative, investigative, or otherwise, in which he or she may be involved as a party or otherwise by reason of his or her service as an CRM Director, Officer, employee, or duly appointed agent or representative (subject to the limitations and restrictions set forth below or by applicable law). Such indemnification shall not be exclusive of any other rights such Director, Officer, employee, or duly appointed agent or representative may have under any agreement, vote of the Board of Directors, or otherwise. This indemnification includes amounts paid or incurred in connection with acts of negligence, whether liability on the part of such Director, Officer, employee, or duly appointed agent or representative exists as to CRM, its Directors, Officers, employees, agents, or representatives, or as to third parties, including, without limitation, creditors.
Section 5.2. Criminal acts. CRM shall indemnify, to the maximum extent allowable under Section 48-52-102(b)(3) of the Tennessee Code and/or other applicable law, including the advancement of expenses, CRM’s current and former CRM Directors, Officers, employees, and duly appointed agents or representatives for the amounts and actions set forth in Section 5.1 pertaining to any misdemeanor criminal action, suit, proceeding, or investigation to which such Director, Officer, employee, or duly appointed agent or representative pleads no contest or its equivalent, provided his or her complained of actions were committed in good faith, with a reasonable assumption of legality, and with the belief that such actions were in the best interest of CRM. Notwithstanding the above, CRM also shall indemnify a current or former CRM Director, Officer, employee, or duly appointed agent or employee for the amounts and actions set forth in Section 5.1 pertaining to any felony criminal action, suit, proceeding, or investigation, provided such action, suit, proceeding, or investigation is dismissed, or such Director, Officer, employee, or duly appointed agent or representative is adjudged not guilty at trial or on appeal.
Section 5.3. No indemnification for fraud, gross negligence, intentional misconduct, or civil or criminal penalties. Notwithstanding any other provision to the contrary, CRM shall not indemnify any current or former CRM Director, Officer, employee, or duly appointed agent or representative for any amount pertaining to any civil action, suit, arbitration, legal proceeding, or investigation in which such Director, Officer, employee, or duly appointed agent or representative is adjudged to be liable for fraud, gross negligence, intentional misconduct, or civil or criminal penalties pertaining to his or her duty to CRM.
Section 5.4. No indemnification for acts resulting in tax liability to CRM. Notwithstanding any other provision to the contrary, CRM shall not indemnify any current or former CRM Director, Officer, employee, or duly appointed agent or representative if such indemnification shall result in liability to CRM for any federal, state, or local tax, civil penalty, or criminal penalty.
Section 5.5. Severability. Every provision of this Article V is intended to be severable. If any term or provision is determined to be invalid for any reason, such invalid term or provision shall be severed from Article V, and not affect the validity of the remainder of Article V.
Article VI: Nonprofit Operation; Dissolution
CRM shall be operated on a nonprofit basis. No interest or dividends shall be paid or payable by CRM to any Officer or Director, as CRM shall be operated for the charitable purposes for which it was created. Upon the dissolution of CRM and the winding up of its affairs, subject to the discharge of valid obligations CRM may have at the time, CRM’s assets shall be distributed exclusively to one or more nonprofit organizations sharing a similar mission that are qualified under Section 501(c)(3) of the Internal Revenue Code (or corresponding provisions of any future applicable tax code), as determined by CRM’s Board of Directors.
Article VII: Financial Transactions
Section 7.1. Contracts. Except as otherwise provided in these Bylaws, the Board of Directors may authorize any Officer or duly appointed agent or representative to enter a contract or execute and deliver an instrument in the name and on behalf of CRM; and such authority may be general or confined to specific instances.
Section 7.2. Checks, Drafts, Etc. All checks, drafts, or other orders for payment of money, and all notes, bonds, or other indebtedness issued in the name of CRM shall be signed by such Officer(s) or agent(s) and in such manner as determined by the Board of Directors.
Section 7.3. Deposits. All funds of CRM shall be deposited from time to time to the credit of CRM in such banks or other financial institutions as the Board may select.
Section 7.4. Debts and liabilities. No debt shall be contracted, liability incurred, or contract made by or on behalf of CRM other than in the ordinary course of business by an Officer or agent authorized by the Executive Committee and/or Board of Directors.
Section 7.5. Endowment funds. CRM’s endowment funds, if any, shall be permanently restricted and invested by the Finance Committee under the direction and oversight of the Treasurer. Only the income earned by the endowment funds (as calculated pursuant to the CRM Investment and Spending Policy in effect at that time) shall be available for spending by CRM.
Section 7.6. Fiscal Year. The fiscal year of CRM shall begin on the first day of January of each year and shall end on the last day of December of each year.
Article VIII: Miscellaneous
Section 8.1. Rules, regulations, policies, and procedures. The Board of Directors shall have the power to make and adopt such rules, regulations, policies, and/or procedures not inconsistent with law, CRM’s Charter, or these Bylaws, as the Board may deem advisable for the management of CRM’s business and affairs.
Section 8.2. Amendments. These Bylaws may be altered, amended, or repealed only by the affirmative majority vote of all the Directors present at a Board Meeting, provided there is a quorum, as provided in these Bylaws, and the notice of such meeting contained a copy of the proposed alteration, amendment, or repeal. Proposed amendments to these Bylaws must be provided to each voting Director, in writing, via electronic mail or regular mail, at least twenty (20) days advance of the meeting at which such proposed amendments will be considered. Notwithstanding the foregoing, Section 2.12 and Article VI of these Bylaws may not be altered, amended, or repealed.
Approved and adopted by the CRM Board of Directors on November 15, 2023.
Policies
Articles of Incorporation
Charter of Calvary Road Ministries
Article I
Article II
The Corporation is a public benefit corporation and is organized exclusively for religious and charitable purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 and its Regulations as they now exist or as they may hereafter be amended (or the corresponding provision of any future United States internal revenue law and its regulations).
Article III
The street address, county, and zip code of the corporation’s initial registered office is:
5216 Fountain Gate Road
Knoxville, Knox County, Tennessee 37918
Article IV
The name of the corporation’s initial registered agent located at the corporation’s initial registered office is:
John L. Shepherd, Jr.
Article V
The name, address, and zip code of the incorporator is:
John L. Shepherd, Jr.
5216 Fountain Gate Road
Knoxville, Tennessee 37918
Article VI
The street address and zip code of the principal office of the corporation is:
5216 Fountain Gate Road
Knoxville, Tennessee 37918
Article VII
Article VIII
Article IX
No part of the income of the corporation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article VII hereof. No substantial part of the activities of the corporation shall be the carrying on of 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 any candidate for public office.
Notwithstanding any other provisions of these Articles, the corporation shall not conduct or carry on any other activities not permitted to be conducted or carried on:
1. by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 and its Regulations, as they now exist or as they may hereafter be amended (or the corresponding provision of any future United States internal revenue law and its regulations); or
2. by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 and its Regulations, as they now exist or as they may hereafter be amended (or the corresponding provision of any future United States internal revenue law and its regulations).
Article X
Article XI
DATED: January 7, 1998
