BYLAWS OF
BUSINESS MEN'S FELLOWSHIP USA

Article I
Name

The name of this Corporation is "Business Men's Fellowship USA," referred to for convenience as the "Fellowship."

Article II
Location of Offices

Its principal office, subject to change by the Board of Directors, shall be at Kansas City, Missouri.

Article III
Purpose

Section 1. Purpose
The basic purpose of the Fellowship is the fulfillment of the vision that God gave to Demos Shakarian while Rose Shakarian prophesied in 1952, based upon the foundation of a decentralized layman's ministry in which the great work of the Fellowship raising men from the dead by calling them into the kingdom of heaven will be done through a network of autonomous local chapters, endeavoring to keep the unity of the Spirit in the bond of peace, practicing and protecting the virtues of integrity, accountability and servanthood,

exercised with faith, hope, and love, recognizing the truth spoken by Jesus in Mark 10:42 44: "You know that those who are regarded as rulers of the Gentiles lord it over them, and their high officials exercise authority over them. Not so with you. Instead, whoever wants to become great among you must be your servant, and whoever wants to be first must be slave of all." Section 2. Motto
The motto of the Fellowship is: His banner over us is love. (Song of Solomon 2:4)

Article IV
Membership

Section 1. Automatic Membership
Membership in the Fellowship is obtained through membership in an affiliated chapter. A person may be a member of only one chapter at a time. All applications for chapter membership shall be made on a form approved by the Directors. Under the conditions prescribed in Article IV, Section 2 of the Constitution, members of affiliated chapters automatically become members of the Fellowship.

Section 2. Constitutional Requirements
No one shall be eligible for membership who is not dully qualified under all requirements of Article I of the Constitution, and the Directors shall adopt effective means to secure assurance of such qualification. Next

Article V
Chapter Officers, Field Representatives, and State Directors

Section 1. Chapter Officers
By September 30 of each year, the members of each chapter shall elect chapter officers, consisting of president, vice president, secretary, and treasurer, and such other officers and/or committee chairman as they deem appropriate. Such officers shall serve for a term of one year, and shall continue in office until their successors are installed. Voting shall be done at a voting meeting held at least 10 days after written notice of the meeting is mailed to all chapter members, shall be conducted by confidential written ballot, and shall be supervised by any of the following: Field Representative, Area Coordinator, State Chairman, National Ambassador, National Director. Chapter officers are to direct the activities of the chapter, plan for ministry growth by involving all members, motivating them to fulfill the Fellowship vision of winning other men to Jesus, and encouraging and helping other men to form new chapters.

Section 2. Field Representative
Field Representatives shall serve a term of two years. Four to six chapters in geographic proximity shall constitute a "field." By October 15 of the year of appointment, the National President shall, with the approval of the Board, shall appoint a qualified leader as Field Representative for each such field. The appointment shall be tentative until ratified by the chapters in such field. Immediately after the appointment, the Board

shall cause to be posted to the Secretary of each chapter within the "field" a notification of said appointment accompanied by a ratification ballot. To be effective, the ratification vote of each chapter must be reported in writing to the independent auditor, designated by the Board, no later than December 15. Each ballot voted by a chapter shall be signed by the President of the chapter, attesting that the ballot represents the vote, either for or against ratification of the nominee, by a majority of voting chapter members present. Such meeting shall be at least 10 days after written notice of the meeting mailed to all chapter members. All voted ballots received by December 15 shall be counted and tabulated by the independent auditor who shall promptly report the result to the National President and the National Secretary. If the nominee is ratified by at least a two thirds of the ratification ballots received, the nominee shall be elected and shall assume office immediately. If the nominee is not ratified by at least two thirds of the ratification ballots received, the National President shall select another qualified leader and the ratification process repeated.

Field Representatives shall maintain cooperation and coordinate joint activities to foster brotherhood and love among all members of the chapters in their fields, planning and executing activities such as prayer meetings, all day rallies or training sessions, van lifts to other communities to start new chapters or help existing chapters, and motivating the men to fulfill the Fellowship vision of winning other men to Jesus. They shall also encourage and help men with strong spiritual and leadership qualifications to form new chapters. Next

Section 3. Area Coordinator
Area Coordinators shall serve a term of two years. Four to six fields in geographic proximity shall constitute an "area." By October 15 of the year of appointment, the National President, with the approval of the Board, shall appoint a qualified leader as Area Coordinator for each such area. The appointment shall be tentative until ratified by the chapters in the area. Immediately after the appointment, the Board shall cause to be posted to the Secretary of each chapter within the "area" a notification of said appointment accompanied by a ratification ballot. To be effective, the ratification vote of each chapter and each Field Representative must be reported in writing to the independent auditor, designated by the Board, no later than December 15. Each ballot voted by a chapter shall be signed by the President of the chapter, attesting that the ballot represents the vote, either for or against ratification of the nominee, by a majority of voting chapter members present. Such meeting shall be held at least 10 days after written notice of the meeting was mailed to all chapter members. All voted ballots received by December 15 shall be counted and tabulated by the independent auditor who shall promptly report the result to the National President and the National Secretary. If ratified by at least a two thirds of the ratification ballots received, the nominee shall be elected and shall assume office immediately. If the nominee is not ratified by at least two thirds of the ratification ballots received, the National President shall select another qualified leader and the ratification process repeated.
Area Coordinators shall nurture and cultivate their areas as a farmer does his fields. They shall encourage and assist each Field Representative and Chapter President in their areasin the performance of their responsibilities. They shall plan and execute activities such as prayer meetings, men's camps, conferences, couples advances, and motivate the men to fulfill the Fellowship vision of winning other men to Jesus. They shall also encourage and help men with strong spiritual and leadership qualifications to form new chapters.

Section 4. State Chairman
Each state shall have at least one State Chairman. State Chairmen shall serve a term of two years, and shall continue in office until their successors are installed. By October 15 of the year of appointment, the National President shall, with approval of the Board, appoint a qualified leader as State Chairman of each state wherein there is Fellowship work. The appointment shall be tentative until ratified by the chapters to be served by said State Chairman. Immediately after the appointment, the Board shall cause to be posted to the Secretary of each chapter to be served by said State Chairman, a notification of said appointment at, accompanied by a ratification ballot and the nominee's resume. To be effective, the ratification vote of each chapter must be reported in writing to the independent auditor, designated by the Board, no later than December 15. Each ballot voted by a chapter shall be signed by the President of the chapter, attesting that the ballot represents the vote, either for or against ratification of the Next

nominee, by a majority of voting chapter members present. Such meeting shall be held at least 10 days after written notice of the meeting was mailed to all chapter members.

All voted ballots received shall be promptly counted and tabulated by the independent auditor who shall promptly report the result to the National President and the National Secretary. If the nominee is ratified by at least two thirds of the ratification ballots received by December 15, the nominee shall be elected and shall assume office immediately. If the nominee is ratified by at least a two thirds of the ratification ballots received, the nominee shall be ratified. If the nominee is not ratified by at least two thirds of the ratification ballots received, the National President shall select another qualified leader and the ratification process repeated.

The independent auditor shall retain a photocopy of all ratification ballots and shall transmit the originals to the National Service Center; said photocopies and original ballots shall be so retained for at least three years.

The State Chairman should exhibit exceptional spiritual leadership (Philippians 2: 1 16), and be gifted in motivating other men to joyously serve the kingdom of God.

He should be full of enthusiasm and encouragement for those who work with him, working directly with each Field Representative and Area Coordinator to help him build an effective ministry team among his chapters.

The State Chairman shall nurture and cultivate his areas as a fanner does his fields. He shall encourage and assist each Field Representative, Area Coordinator, and Chapter President in their areas in the performance of their responsibilities. He should provide leadership for state conventions, training seminars, and cooperate with other ministries in state wide evangelistic crusades. He should plan and execute activities such as men's camps, conferences, couples advances, and motivate the men to fulfill the Fellowship vision of winning other men to Jesus. He should represent the members of his state on the National Advisory Council with humility and wisdom, and thus be a blessing to the entire ministry.

Section 5. National Advisory Council
Each State Chairman will represent his state on the National Advisory Council, which shall convene twice a year concurrently with the mid year and annual meetings of the National Board of Directors, give advice and counsel to the Directors, and at each annual meeting shall appoint a new Nominee Qualifications Committee. The Council shall elect a chairman to preside at its meetings.

Section 6. General Elections Provisions
In addition to the potential nominee's record of service in the Fellowship, the qualifications for overseers/bishops as set forth in I Timothy 3:1 7 shall be applied in selecting nominees for chapter, field, area, and state positions. Next


If a Field Representative or Area Coordinator is not in office, or is otherwise unavailable to supervise any election as provided in Section I above, the National Directors shall assign a qualified member to supervise such election. Promptly after the election of chapter officers, the name, address, phone number, and office held by each shall be transmitted to and thereafter retained by the National Service Center for at least three years. The, independent auditor shall retain a photocopy of all ratification ballots as to Field Representatives, Area Coordinators, and State Chairmen for at least three years and shall transmit the originals to the National Service Center.

Article VI
National Board of Directors

Section 1. Number and Term of National Directors
The National Board of Directors shall consist of nine men who must be members of the Fellowship. The first Board of nine members shall be elected in the spring of 1996 and installed at the 1996 Annual Directors meeting. At that meeting, of the nine Directors ' which groups of three shall serve for one, two, or three year terms shall be decided by lot after prayer, by the nine Directors drawing slips of paper from a basket. Commencing in the spring of 1997, three Directors shall be elected each year, to serve for a term of three years, and shall continue in office until their successors are installed.

Section 2. Responsibilities
The National Board of Directors is responsible for: protecting and maintaining the overall direction and well being of the Fellowship; nourishing, encouraging, and assisting the work of the chapters and Field

Representatives by maintaining a National Service Center to foster cooperation and communication among the members and chapters: administering the business and legal affairs of the corporation; fulfilling the specific duties delegated to it by the Constitution and Bylaws; and participating and cooperating with the Global Council of the Full Gospel Business Men's Fellowship International movement.

Section 3. Nominee Qualifications Committee
At each annual meeting, the National Advisory Council shall appoint a new Nominee Qualifications Committee. The committee shall consist of five members which shall serve for a term of one year, and shall continue in office until their successors are installed. The Committee shall consist of one member appointed from the National Board of Directors, one member appointed by the National Advisory Council, and three chapter members, one from the eastern, one from the central, and one from the western third of the nation. No person may serve on the Committee more than one year in every five years. Next

Section 4. Nomination and Qualification
Any area (as defined in Article V, Section 3, above) may, but is not required to, nominate one man per year to serve as member of the National Board of Directors. Such nominee shall be selected prayerfully, after due deliberation among the area, field and chapter leaders of the area. Each nominee shall be entitled to draft a resume of qualifications of not more than 150 words. By January 31 of each year, the names of all nominees together with their resumes shall be transmitted to the Chairman of the Nominee Qualifications Committee on a form approved by the Directors. The Committee shall review and pass upon the qualifications of each nominee. The Committee may refer the initial task of reviewing the qualifications of nominees from a particular state to the State Chairman, who shall with the help of his Area Coordinators and Field Representatives undertake such review and submit a written report of his findings to the Committee. In addition to the nominee's record of service in the Fellowship, the qualifications for overseers/bishops as set forth in I Timothy 3:1 7 shall be applied. If the Committee finds that any nominee is unqualified for the position of National Director, it shall send a letter stating its reasons for such finding to the nominee.

Section 5. Voting
The Committee shall prepare a ballot containing the names of the nominees whose qualifications are approved. One ballot, together with the nominee's resumes, shall be mailed to the secretaries of each chapter by April I of each year. The election of Directors shall be by vote at the Delegates meeting

by present delegates and proxies, voting by secret ballot. Prior to the vote, the nominees shall be given the opportunity to address the delegates and answer questions. Voting for Directors shall be by the non cumulative system. The nine or three nominees, as the case may be, receiving the highest vote totals shall be elected. The task of counting, tabulating and certifying the election results shall be delegated to an independent accounting firm, such as Price Waterhouse. The accounting firm's election certification shall be in writing, and shall be announced at the Delegates meeting. Promptly thereafter the certification shall be transmitted to and retained by the National Service Center for at least three years. Section 6. Baptism of the Holy Spirit
All officers, Directors and coordinators from chapter level to the National Board must have the baptism of the Holy Spirit according to Acts 2:4.

Article VII
Annual Convention, and meetings of
Members and Directors

Section 1. Time of Annual Convention
There shall be an Annual Convention, closing on the Saturday immediately preceding or immediately following July 4 of each year, beginning in 1996.

Section 2. Organization and Purpose of Convention
The location, program, agenda and all preliminaries of and arrangements for the Annual Convention shall be Next

entirely under the direction and control of the Directors, who may delegate such duties in respect thereto as they may deem proper to the State Chairman of the convention state, and to special committees appointed by themselves. The primary purposes of the Annual Convention are spiritual the strengthening of fellowship in Christ, the increase of effectiveness of the chapters, the edification of those who attend convention sessions, and the solution of problems which may have arisen in connection with the movement.

Section 3. Annual Delegates Meeting
An annual Delegates meeting shall be held during the Convention. Each chapter shall be entitled to representation by one delegate authorized by a delegate authorization form approved by the Directors, and signed by the chapter president. Delegates must be current members of the Fellowship. The meeting is authorized to consider and act upon proposals for the amendment of the Bylaws, election of Directors, ratification of the national President and any other business of the Fellowship that may be brought before the meeting.

Section 4. Special Delegates Meetings
Special meetings of delegates may be convened upon the call of the National President, approved in advance by a majority of the Directors. Thirty days advance notice of any such special meeting shall be mailed by the President or Secretary to the secretaries of each chapter, which notice shall state the

time and place set for the special meeting, and the matters to be considered and acted upon thereat. The matters considered and acted upon at all such special meetings shall be limited to those so stated in the notice. Chapters are entitled to representation at special meetings by one delegate pursuant to the same rules that apply to annual meetings. Section 5. Delegates Meetings Procedures
Robert's Rules of Order shall be followed in all delegates meetings, provided however, that voting shall be by confidential written ballot. The Directors shall provide an impartial professional parliamentarian to assist the meeting chairman and the delegates to properly conduct the meetings, to the end that they shall be full, fair and free meetings.

Section 6. Annual Directors Meeting
After the election of Directors, the annual delegates meeting shall be adjourned for a brief period. During the adjournment, there shall be an annual meeting of the National Board of Directors, at which time the Directors shall elect officers to hold office for a term of one year until the next Annual Directors meeting and until their successors are installed. The newly elected Directors shall be installed at the beginning of said meeting, and participate in its deliberations. The officers to be elected shall be the President, Vice President, Treasurer, and Secretary. The Directors may also elect an Executive Secretary, one or more Assistant Treasurers and Assistant Secretaries. Next

All officers to be elected shall be Directors, except the Executive Secretary, Assistant Treasurers and Assistant Secretaries, who need not be Directors. The then current President may not succeed himself for another one year term unless he is elected for another term by the Directors and that election is confirmed by a two thirds vote at the Delegates meeting. If the Directors reelect the then current President to succeed himself for another one year term, the Directors meeting shall be adjourned, the Delegates meeting shall be reconvened, and there shall be a vote at the Delegates meeting as to whether or not to confirm the reelection of the President. If the President's reelection is not confirmed at the Delegates meeting, when the Directors reconvene their Annual meeting, they shall elect another Director as President.

Section 7. Quorum
Representation by present delegates or by proxy of one third of all affiliated chapters shall constitute a quorum at all Delegates meetings for the transaction of business, with the exception of a motion to amend the Bylaws which shall require representation by present delegates or by proxy of a majority of all affiliated chapters. A proxy form to be valid must be approved by the Directors and signed by the Chapter President and the chapter's Field Representative. Personal presence of a majority of the Directors shall constitute a quorum at all Directors meetings. Action by the Board may be taken without a Directors meeting if the Directors unanimously consent in writing to such action.

Section 8. Open Meetings
Any member of the Fellowship may attend any Directors meeting as a spectator. Since the Executive Committee is a part of the Board of Directors, any Director may attend any Executive Committee meeting and deliberate with the Executive Committee members, but is not entitled to vote at such meeting.

Article VIII
Committees

Section 1. Executive Committee
The President, Vice President, Treasurer and Secretary shall constitute the Executive Committee for the purposes of handling Fellowship legal and business matters, which may require attention in the recess of the Board of Directors. All action of the Executive Committee shall be subject to review by the Board of Directors.

Section 2. President's Membership
The President shall be, ex officio, a member of all standing special or temporary committees of the Fellowship.



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Article IX
Duties of Officers

Section 1. President
The President shall preside at all Conventions and meetings of delegates and Directors. He shall have general oversight over all the affairs of the Fellowship, and general authority, subject to advisory action of the Board of Directors and the Executive Committee in the hiring and dismissal of employees. He shall, in addition have such general powers and duties as are conferred and imposed on chief executive officers of similar organizations.

Section 2. Vice President
The Vice President shall have and exercise all powers and be subject to all responsibilities of the President, generally, during his absence or disqualification. Additionally, the Vice President shall have such powers and duties as may be assigned by the Directors.

Section 3. Treasurer
The Treasurer shall have general oversight of the financial interests and affairs of the Fellowship.

Section 4. Secret
The Secretary shall take and record minutes of all Directors and Delegates meetings, and have such additional powers and duties as may be assigned by the Directors.

Section 5. Other Officers
The Executive Secretary and any and all Assistant Treasurers and Secretaries, shall have such duties as May be assigned by the Directors.

Article X
Local Chapters

Section 1. Applications for Affiliation
Any local group of at least 10 Spirit filled men may organize a local chapter and apply for chapter affiliation with the Fellowship. Every such application shall be made on forms approved by the Directors, and shall contain, with any other terms stipulated by the Directors, the following:

  1. All members of the applying group believe in and adhere to the 10 Point Doctrinal Statement (Constitution, Article 1) and agree to the Christian Arbitration Agreement (Constitution, Article VH), and no future chapter members will be admitted who do not so believe in and adhere to the 10 Point Doctrinal Statement (Constitution, Article 1) and agree to the Christian Arbitration Agreement (Constitution, Article VII), and no future chapter members will be admitted who do not so believe in and adhere to the Doctrinal Statement and agree to the Christian Arbitration Agreement.
  2. The group has adopted a resolution requesting affiliation with the Fellowship. Next
  1. A list of all chapter members in the form of membership application forms for all new members and membership transfer forms for all transferring members.
  2. An agreement on the part of the local group that, should its application for affiliation be denied, or should its affiliation be subsequently canceled, it will discontinue the use of the name "Business Men's Fellowship USX' or "chapter" or any other name so similar as to be misleading.
  3. The chapter shall be known as "Business Men's Fellowship USA of _____________" All stationery for the chapter shall clearly identify it as a chapter of Business Men's Fellowship USA.

Section 2. Action on Applications
The Directors, after such investigation as they may deem desirable, and under such conditions as they deem reasonable, may either reject or grant any such application for affiliation.

Section 3. Cancellation of Affiliation
The Directors are fully empowered after such investigation as they may deem advisable, to cancel the affiliation of any chapter for any cause which they may deem sufficient. In taking any such action, however, they are enjoined to proceed with all due fairness, meekness and love, and in the spirit of the exhortation of the Holy Spirit through the Apostle Paul in Gal. 6:1, which spirit should characterize all other proceedings which are punitive or disciplinary in nature.

Section 4. Chapter Autonomy
While the Chapters are advised to consult the National Service Center and national, state and local officers of the Fellowship on difficult questions which may arise, the responsibility for decision of all local matters remains with the chapter, which may decide whether or not to incorporate, whom to elect as officers, whom to admit as members, all matters relative to discipline of members, and all matters concerning local projects and activities.

Article XI
Finances and Dues

Section 1. National Dues and Expenses
Each chapter member shall pay dues to the Fellowship to support its operations at the rate or $30.00 per year. Each chapter is encouraged to tithe to the Fellowship to support its operations. The Directors are empowered to increase or decrease the amount of membership dues. The funds of the Fellowship shall defray Fellowship expenses which may include consist of maintenance of the National Service Center, of a periodical or periodicals and of distribution of other literature, necessary traveling expenses of National Directors, national officers, and employees, and all other proper expenses of the work. It is anticipated that the Fellowship will necessarily have full time employees whose salaries and other expenses must be met. As to National Directors, and national officers it is understood, however, that they undertake their responsibilities largely on a sacrificial basis, and that, Next

while not absolutely precluded from receiving special remuneration for special services, their services are, in the main, to be without expense to the organization. It is also agreed that a cumbersome, expensive and complicated organization is to be avoided. The less and simplest organization, the better.

Section 2. Local Expenses
Local and state expenses are left to the chapter, fields, areas, and states concerned.

Section 3. Financial Accountability
The Fellowship shall obtain an independent audit, in accordance with generally accepted auditing principles, of its annual financial statements within a reasonable time after the close of each fiscal year. The audited report shall be promptly distributed to each National Director and State Chairman. They shall also be made available to any member upon reasonable request and payment of reasonable copying and mailing costs.

Article XII
Resignations and Expulsions: Filling Vacancies

Section 1. Resignations.
Any National Director or officer may resign by delivering a signed, written resignation to an officer other than himself, or mailing it to the National Service Center of the Fellowship. Resignations shall become effective when accepted by the Directors.

Section 2. Removal
Any National Director may be removed as such by action of two thirds of the other Directors; any officer may be removed by action of two thirds of the entire number of Directors. The Directors may, prior to any removal, make such investigation of charges as they may deem proper.

Section 3. Vacancies
Vacancies occasioned by the death, inability to act, removal or other disqualification of any Director or officer may be filled, for the unexpired terms of such vacancies, by the Directors.

Section 4. Action by Reduced Number of Directors
In case of reduction in the number of Directors, however occasioned, and pending the filling of vacancies, the remaining Directors, though less than a quorum, shall function as one Board.

Article XIII
Fiscal Year

The fiscal year of the Fellowship is the calendar year.





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Article XIV
The Constitution

Section 1. Incorporation into Bylaws
The Fellowship's Constitution is incorporated by reference and made a part of these Bylaws. For all purposes relative to the provisions of the laws of Missouri, the two may together be treated as a single code of Bylaws.

Section 2. Supremacy Over Bylaws
In case of conflict between these Bylaws and any provision of the Constitution, the latter shall prevail, and the conflicting bylaw provision shall be deemed altered or modified, only, however, to the extent of the necessary conflict.

Article XV
Amendments

The Bylaws proper, not including the Constitution, may be amended by a two thirds vote at an Annual Delegates meeting, subject to the quorum requirement set forth in Article VIOI, Section 7, above, and provided that a copy of the proposed amendment has been mailed to the address of record of the secretaries of each affiliated chapter, each Field Representative, each State Chairman, and each National Director at least seventy (70) days before the meeting at which the amendment is to be voted upon.

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