AGRM Constitution & Bylaws
 

SECTION 1

OFFICE AND REGISTERED AGENT

 1.1.  Principal Office.  The principal office of the Association of Gospel Rescue Missions (the “Corporation”) shall be in the State of Missouri.

 1.2.  Registered Office and Agent.  The Corporation shall have and continuously maintain a registered office and a registered agent in the State of Missouri, as required by the State of Missouri Nonprofit Corporation Act.  The registered agent shall be either an individual resident of the State or a corporation authorized to transact business in the State. 

SECTION 2

PURPOSE

The purpose of the Corporation is to serve as an association of organizations and individuals committed to rescue ministry to:

Develop programs that mutually advance the cause of our Lord Jesus Christ, promote cooperation, build fellowship, provide services to local association members, promote and establish new rescue ministries, communicate with and facilitate local churches interested in rescue ministries, and cooperate with other evangelical organizations and governmental and secular social service organizations to provide education and training.

To carry out the stated purpose, the Corporation may do any and all lawful acts which may be necessary or useful for the furtherance of said purpose.

SECTION 3

MEMBERSHIP

3. Classes and Qualifications.  The Board of Trustees shall serve as the Board of Directors of the Corporation.  The Board of Trustees shall determine and set forth in separate documents the qualifications, dues, terms, and other conditions of each class of membership. There shall be the following classes of members:

3.1.1.  Individual Membership:  Individual members shall consist of those persons involved in, or interested in rescue ministries, who meet requirements for individual membership as may be imposed by the Board of Trustees.

 3.1.2.  Organizational Membership:  The Corporation as an association also has organizational members but organizational membership as such conveys no voting or other authority for governance of the Corporation.  North American organizations involved in Christian rescue ministries, both local and national, may be organizational members of the Corporation. It is understood that the Corporation does not exercise jurisdiction or authority over any rescue ministry or any organizational members.


3.1.3.  Special Membership:  Persons of national reputation not actively engaged in rescue ministries may be elected to membership in the ASSOCIATION OF GOSPEL RESCUE MISSIONS by the Board of Trustees.  All individuals who have been conferred special membership will continue in that capacity until otherwise determined by the Board. 

3.1.4.  Associate Membership: There shall be an Associate Membership, includes, but not limited to Business Memberships, International Associate Memberships and compatible nonprofit organizational memberships, which will allow all privileges except voting or serving as an officer or member of the Board of Trustees.

3.1.5.  Honorary Life Members:  All present Honorary Life Members (retirees) who were elected by the Board of Trustees will be continued.  No new Honorary Life Members will be elected.

3.2.  Statement of Faith.

Continual subscription to and compliance with the following “Statement of Faith” is to be a prerequisite for membership and shall be part of the membership application for individual and organizational membership:

3.2.1.We believe the Bible to be the inspired, infallible, ultimately authoritative Word of God.

3.2.2.   We believe there is one God, eternally existing as Father, Son, and Holy Spirit.

3.2.3.   We believe that the Lord Jesus Christ is Deity, that HE was born of a virgin, that we are redeemed by HIS atoning death through HIS shed blood, that HE bodily resurrected and ascended into heaven, and that HE will come again in power and great glory.

3.2.4.      We believe that individuals are saved through a direct, personal encounter with the risen Lord, at which time they are regenerated by the Holy Spirit.  This event we hold to be an experience, rather than a doctrinal supposition.

3.2.5.We believe in the present ministry of the Holy Spirit, by whom Christ indwells each believer enabling him or her to live a Godly life of obedience as he or she reaches for maturity.

3.2.6.      We believe the Holy Spirit unites all true believers in the Lord Jesus Christ and that together they form one body, the CHURCH.

 

3.3.  Voting Rights.  Only individual members, honorary life members, and special members in good standing shall have the right to vote at the annual meeting of the members on those items specified in Section 3.4 (below), as well as to vote on such other issues as the Board may choose to bring before the members.  Other classes of members may attend meetings, but may not vote.

 3.4.            Membership Meetings. 

 3.4.1.      An annual membership convention shall be held in the spring of each year.  The annual business meeting of the Corporation shall be held during the convention.  During the annual meeting, voting members shall have the right to vote on the following matters: election of the Officers and At-Large Members of the Board of Trustees, approval of the annual budget proposed by the Board, and approval of any amendments to the Bylaws.  Voting on all other matters is expressly reserved for the Board of Trustees. 

3.4.2.      Special meetings of the Corporation shall be held at the call of the Board of Trustees, or when five percent of the voting members sign, date and deliver to any corporate officer one or more written demands for the meeting describing the purposes for which it is being held.

 3.5.  Quorum and Voting.  Each voting member in good standing shall have one vote at any meeting of the members.  A quorum shall consist of five (5) percent of those voting members in good standing, and a majority of the votes cast at a meeting shall constitute the action of the members. 

 3.6        Removal.   Any member may be removed from membership by a two-thirds vote of the Board of Trustees with a procedure that is fair and reasonable under applicable law, taking into consideration all of the relevant facts and circumstances.

SECTION 4

BOARD OF TRUSTEES

4.1.  Powers.  There shall be a Board of Trustees of the Corporation, which shall supervise and control the busi­ness, property, and affairs of the Corporation, except as other­wise expressly provided by law, the Articles of Incorporation of the Corporation, or these Bylaws.  The Board of Trustees shall have power to do whatever is necessary toward forwarding the interests of the Corporation.

 4.2.  Number and Qualifications. The Board of Trustees shall consist of:

            3 elected officers,

            6 AGRM Members elected by District Presidents’ Council (see Section 7.1),

            2 AGRM Members elected by the Track Chairs’ Council (see Section 7.2),

            4 AGRM Members elected AT-LARGE by the Annual Meeting, and

            3 AGRM Members who are not employed by Member Rescue Missions will be
            elected by the Board of Trustees.

The Executive Director is an ex officio member of the board, with voice, but without vote.

4.3.  Election and Term of Office.  The elected members of the Board of Trustees shall be elected as stated above, and shall serve a term of four years, except officers, who serve a two-year term.  New trustees elected pursuant to Section 4.2 shall take office on the first day following the annual convention.  Trustees elected pursuant to Section 4.4 or Section 4.5 shall take office immediately following their election.  Board members can be elected for no more than one consecutive full four-year term in any particular position.  A member may be eligible for only one seat on the Board of Trustees.

4.4.  Resignation.  A trustee may resign at any time by giving written notice to the President of the Corporation.   Such resignation shall take effect at the time of acceptance thereof as determined by the President of the Corporation.

4.5.  Vacancies.  Vacancies shall be filled by majority vote of the remaining members of the Board of Trustees for the unexpired term.

4.6.  Regular Meetings.  A regular annual meeting of the Board of Trustees of the Corporation shall be held each year, at such time, day, and place as shall be designated by the Board of Trustees.

4.7.  Special Meetings.  Special meetings of the Board of Trustees may be called at the direction of the Chair or by a majority of the voting trustees then in office, to be held at such time, day, and place as shall be desig­nated in the notice of the meeting.

4.8.  Notice.  Notice of the time, day, and place of any meeting of the Board of Trustees shall be given at least 10 days previous to the meeting.  The purpose for which a special meeting is called shall be stated in the notice. 

4.9.  Quorum. One-third of the Trustees in office constitute a quorum for the transaction of business at any meeting of the Board of Trustees.

4.10.  Manner of Acting.  Except as otherwise express­ly required by law, the Articles of Incorporation of the Corporation, or these Bylaws, the affirmative vote of a majority of the trustees present at any meeting at which a quorum is present shall be the act of the Board of Trustees.  Each trustee shall have one vote.  Voting by proxy shall not be permitted.

4.11.  Unanimous Written Consent In Lieu of a Meeting.  The Board may take action without a meeting if writ­ten consent to the action is signed by all of the trustees. 

4.12.  Telephone Meeting.  Any one or more directors may participate in a meeting of the Board of Trustees by means of a conference telephone or similar telecommunications device, which allows all persons participating in the meeting to simultaneously hear each other.  Participation by telephone shall be equivalent to pre­sence in person at the meeting for purposes of determining if a quorum is present.

SECTION 5

OFFICERS

5.1. Election of Officers.  The officers of this organization shall be President, Vice President, Secretary-Treasurer.  The President, Vice President, Secretary-Treasurer shall be elected by the convention for a two-year term.  In the event of death, disability or resignation of the President, the Vice President shall succeed the President. No individual shall be elected to serve more than four consecutive years in the same office. Nothing shall preclude an individual from being elected to four consecutive years in the same office, subsequent to a term in which he or she succeeded due to death or resignation.  Vacancies occurring in any office more than 60 days before the next annual convention shall be filled by a majority vote of the Board of Trustees.  In addition to the specific authorizations set forth below, each officer shall also have such rights, duties, and powers as are authorized by the Board of Trustees from time to time.

5.2. President. The President shall preside at all business meetings of the Corporation, and in the case of the President’s absence, the Vice President shall perform the duties.  The President is the Chairperson of the Board of Trustees, President’s Council, and Track Council, and in the absence of the President, the Vice President shall assume the President’s duties. The President may sign contracts or other instruments, which the Board of Trustees has authorized to be executed, and shall per­form the duties incident to the office of Chair as may be prescribed by the Board of Trustees.

5.3. Vice President.  It shall be the duty of the Vice President to render to the President such assistance as may be required.

5.4. Secretary-Treasurer. It shall be the duty of the Secretary-Treasurer to oversee but not manage the financial records of corporation and ensure that the Board  regularly receives accurate and useful reports of the financial condition of the Corporation.  The Secretary-Treasurer will also:

  • Assist the Board to understand the financial reports and annual budget before approval.

  • Chair the Audit Committee, which can also be the Finance Committee.

  • Ensure that the Board arranges for an annual audit.

5.5. Assistant Secretary-Treasurer.  In absence or disability of the Secretary-Treasurer, the Board may appoint an Assistant Secretary-Treasurer to temporarily perform the duties and exercise the power of the Secretary-Treasurer. 

5.6. Executive Director.  An Executive Director shall be called by the Board of Trustees and shall serve at the pleasure of the Board.  The Executive Director shall administer the Corporation and shall develop the Corporation’s plans and budget for the Board’s approval and shall hire and fire staff consistent therewith, and generally fulfill the duties and exercise the authority of the Chief Executive Officer.  The Executive Director shall attend all meetings of the Board of Trustees with voice but without vote.  In addition, the Executive Director shall:

  •  Administer all the Corporation’s programs. 

  • Present  regular financial and programmatic reports to the Board and annually to the members, showing accountability and progress against the approved financial budget and program milestones.

  • Be the “vision-caster and national voice for rescue”.

SECTION 6

COMMITTEES

6.1.  Committees of Trustees.  The Board of Trustees, may designate one or more standing committees, each consisting of two or more trustees, with the President appointing the members, and Chairs.  Committees are set for two years, and members can be reappointed.

6.2.  Executive Committee.  There shall be an Executive Committee that shall consist of President, Vice President, Secretary-Treasurer, Executive Director, and a maximum of three standing committee chairpersons appointed by the President.  The Executive Committee shall oversee the management of the organization with the President acting as Chairman.  The Committee shall meet at the President’s direction.

6.3.  Other Committees and Task Forces.  The Board of Trustees may create and appoint members to such other committees and task forces, as they shall deem appropriate.  Such committees and task forces shall have the power and duties designated by the Board of Trustees, and shall give advice and make non-binding recommendations to the Board.

6.4.  Vacancies. The President may fill vacancies in the membership of com­mittees.

6.5.  Ex officio Members. The President, Vice President, Secretary, Treasurer and Executive Director shall be ex officio members of all committees.

6.6.  Reporting Requirement. All committees shall report to the Board of Trustees, except the Nominating Committee, which shall report to Annual Meeting of the Membership. 

SECTION 7

ORGANIZATION

7.1.  Districts.  Local branches of the Corporation known as Districts may be established upon submission of the required organizing and operating documentation and approval of the Corporation’s Board of Trustees.  The voting membership of each District shall be composed of the Corporation’s individual members in good standing in that District.  Districts shall operate under a standard constitution, bylaws, statement of faith, and operating policies and procedures approved by the Corporation’s Board of Trustees.  Each District President shall serve as the official representative on what is called the “District Presidents’ Council” of the Corporation.

7.2.  Tracks.  The Board of Trustees may set up branches known as Tracks or special interest groups which can elect their own chairperson, charge additional dues, and the chairperson shall be the representative on the Corporation’s Track Council, provided that:

      1)   There are twenty-five or more paying members.

      2)   A Track Chairperson must be a member of the Corporation.

SECTION 8

MISCELLANEOUS PROVISIONS

8.1.  Honor Roll.  The Board of Trustees, upon written request from the District President from the District where a member resides, or is connected to a rescue mission in the district, may place on the Honor Roll any individual or couple who are members of the Corporation, which the Board of Trustees deems have given exemplary service to the Corporation, and have served at least thirty (30) years in rescue ministry, the majority of which has been served as a member of the the Corporation.  The District shall be responsible to finance the Honor Roll plaque for members they nominate.

8.2.  Indebtedness.  This Corporation shall not be liable for indebtedness beyond the limits of the budget incurred by any officer or member of the corporation without approval of the Annual Convention.

SECTION 9

INDEMNIFICATION

Any person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, is or was a Trustee or officer, employee, or agent of the Corporation, may be indemnified by the Corporation for all legal expenses, to the full extent permitted by Missouri law.

The Corporation may purchase and maintain insurance to indemnify:  (a) itself for any obligation which it incurs as a result of the indemnification of Trustees and officers in the manner provided by law; and/or (b) its Trustees, officers, employees, and agents.  Such insurance must satisfy the requirements imposed by law.

SECTION 10

AMENDMENTS and SUSPENSION OF THE BYLAWS

Amendments may be made to these Bylaws by a two-thirds (2/3) vote of the members present and voting at the Annual Business Meeting, provided a sixty (60) day notice of the same be lodged in writing with the Secretary-Treasurer who shall include the proposed amendment in the call for the Annual Meeting.

These bylaws can be suspended with two-thirds (2/3) vote of those present and voting at any business meeting of the annual convention.

 

Home  |  Search  |  Site Map