Koinonia constitution & bylaws
Adopted 10/6/1979 with revisions through 5/8/2023 (incorporated 1/11/1978)
Preamble
For the purpose of establishing and maintaining a biblical, evangelical Christian ministry on the campus of Pennsylvania Western University-Clarion (“PWUC”) through the students and faculty there of like precious faith.
Constitution
Article I - Name
The name of this organization shall be Koinonia Christian Fellowship (“KCF”), in the town of Clarion, in the county of Clarion, in the state of Pennsylvania.
Article II - Prerogatives
Section 1. This organization shall have the right to govern itself according to the teachings and standards of God’s Word, as contained in the Holy Bible.
Section 2. In connection therewith or incidental thereto, it shall have the right to purchase or acquire by gift, bequest or otherwise, either directly or as trustee and to own, hold in trust, use, sell, convey, mortgage, lease, or otherwise dispose of any real estate or chattels as may be necessary for the furtherance of its purposes; all in accordance with its Constitution and Bylaws, or as may be hereafter amended.
Article III - Tenets of Faith
1. We believe the Bible to be the inspired, and only inerrant authoritative Word of God.
2. We believe that there is only one God, eternally existent in three persons: Father, Son, and Holy Spirit.
3. We believe in the deity of our Lord Jesus Christ, in His virgin birth, in His sinless life, in His miracles, in His vicarious and atoning death through His shed blood, in His bodily resurrection, in His Ascension to the right hand of the Father and in His personal return in power and glory.
4. We believe that for the salvation of lost and sinful man, regeneration by the Holy Spirit is absolutely essential.
5. We believe in the present ministry of the Holy Spirit, by whose indwelling, the Christian is enabled to live a Godly life and to bear witness to Jesus Christ, our only Savior.
6. We believe in the resurrection of both the saved and the lost; those who are saved, unto the resurrection of life, and those who are lost, to the resurrection of damnation.
7. We believe in the spiritual unity of the believers in Christ.
Article IV - Affiliation
Section 1. The primary affiliation of this organization shall be with PWUC Student organization bearing the name Crossroads Christian Fellowship(“CCF”). CCF shall be in agreement with these Tenets of Faith and maintain an active ministry on campus in working agreement with this organization.
Section 2. This organization shall nominate an “Administrator,” to be approved by the Board of Directors (“Board”) who shall serve as a campus pastor or spiritual advisor, providing the inspiration and guidance, needed to achieve the objectives of our preamble.
Section 3. This organization may make other affiliations, should it be deemed advantageous by the Board, to further their objectives to maintain and promote the above stated ministry.
Article V – Business and Affairs
Section 1. The business and affairs of KCF shall be vested in the Board.
Article VI - Amendments
This Constitution may be amended by a majority vote of the Board in attendance at any regular or special meeting called for that purpose.
By-Laws of Koinonia Christian Fellowship
Article I -- Offices and Fiscal YEAR
Section 1.01. Registered Office. The registered office of the corporation in the Commonwealth of Pennsylvania shall be at P.O. Box 602, Clarion, PA 16214, until otherwise established by a vote of a majority of the Board of Directors in office (the “Board”), and a statement of such change is filed in the Department of State; or until changed by an appropriate amendment of the articles of the corporation.
Section 1.02. Other Offices. The corporation may also have offices at such other places within or without the United States of America as the Board may from time to time appoint or the business of the corporation requires.
Section 1.03. Fiscal year. The fiscal year of the corporation shall begin on January 1 and end on December 31.
Article II -- Board of Directors
Section 2.01. Powers. The Board shall have full power to conduct, manage and direct the business and affairs of the corporation; and all powers of the corporation are hereby granted to and vested in the Board.
Section 2.02. Qualification and Selection. Each director of the corporation shall be a natural person of full age, but need not be a resident of Pennsylvania. In the case of vacancies, new directors shall be selected by the Board. In approving other members for the Board, preference shall be given to representatives from the supporting churches and organizations in the surrounding communities.
Section 2.03. Number and Term of Office. The Board shall consist of not less than five or more than eleven persons, as may be determined from time to time by resolution of the Board. All successor directors shall be chosen bi-annually by the directors at the January meeting of the directors. Each director shall hold office for two (2) years and until his successor shall have been elected and qualified, or until his earlier death, resignation or removal.
Section 2.04. Organization. At every meeting of the Board, the president, if there be one, or, in the case of a vacancy in the office or absence of the president, of the following officers present in the order stated: the vice-president, secretary or treasurer shall preside.
Section 2.05. Resignations. Any director of the corporation may resign at any time by giving written notice to the president or the secretary of the corporation. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 2.06. Vacancies. The Board may declare vacant the office of a director if he is declared of unsound mind by an order of court, or convicted of a felony, unscriptural conduct, failure to attend one-half (1/2) of the Board meetings in a year, or for any other proper cause, or if within sixty (60) days after notice of his selection, he does not accept such office either in writing or by attending a meeting of the Board.
Any vacancy or vacancies in the Board because of death, resignation, removal in any manner, disqualification, an increase in the number of directors or any other cause, may be filled by a majority of the remaining members of the Board though less than a quorum, at any regular or special meeting; and each person so elected shall be a director to serve for the balance of the unexpired term.
Section 2.07. Place of Meeting. Meetings of the Board may be held at such place within or without Pennsylvania as the Board may from time to time appoint, or as may be designated in the notice of the meeting.
Section 2.08. Regular Meetings. Regular meetings of the Board shall be held at such time and place as shall be designated from time to time by resolution of the Board. If the date fixed for any such regular meeting be a legal holiday under the laws of the State where such meeting is to be held, then the same shall be held on the next succeeding business day, not a Saturday, or at such other time as may be determined by resolution of the Board. At such meetings, the Board shall transact such business as may properly be brought before the meeting. Notice of regular meetings need not be given unless otherwise required by law or these by-laws.
Section 2.09. Special Meetings. Special meetings of the Board shall be held whenever called by the president or by two or more of the directors. Notice of each such meeting shall be given to each director by telephone or in writing at least twenty-four hours (in the case of notice by telephone) or forty-eight hours (in the case of notice by telegram) or five days (in the case of notice by mail) before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting.
Notice of any meeting of the Board during any emergency resulting from warlike damage or an attack on the United States or any nuclear or atomic disaster shall be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio. To the extent required to constitute a quorum at any meeting of the Board during such an emergency, the officers of the corporation who are present shall be deemed, in order of rank and within the same rank in order of seniority, director for such meeting.
Section 2.10. Quorum, Manner of Acting and Adjournment. Except as otherwise provided in Section 2.09 of this Article, one-third (1/3) of the directors in office shall be present at each meeting in order to constitute a quorum for the transaction of business. Every director shall be entitled to one vote. Except as otherwise specified in the articles or these by-laws or provided by statute, the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board. In the absence of a quorum, a majority of the directors present and voting may adjourn the meeting from time to time until a quorum is present. The directors shall act only as a board and the individual directors shall have no power as such, except that any action which may be taken at a meeting of the Board may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all of the directors in office and shall be filed with the secretary of the corporation.
Section 2.11. Telephone or Virtual Meetings. Directors may participate in meetings of the Board by conference telephone, Zoom or similar electronic communications equipment by means of which all persons participating in the meetings can hear and/or see each other. Directors so participating shall be deemed present at any such meeting.
Section 2.12. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto by all of the directors in office is filed with the Secretary.
Article III -- Notice - Waivers – Meetings
Section 3.01. Notice, What Constitutes. Whenever written notice is required to be given to any person under the provisions of the articles, these by-laws or the Nonprofit Corporation Law of 1972, it may be given to such person, either personally or by sending a copy thereof by first class mail, postage prepaid, or by email to his address supplied by him to the corporation for the purpose of notice. If the notice is sent by mail or by email, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a copy of the email showing the date it was sent to such person. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by law or these by-laws.
When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.
Section 3.02. Waivers of Notice. Whenever any written notice is required to be given under the provisions of the articles, these by-laws or the Nonprofit Corporation Law of 1988, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by Section 6.05 of these by-laws, neither the business to be transacted at nor the purpose of a meeting need be specified in the waiver of notice of such meeting. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
Section 3.03. Modification of Proposal Contained in Notice. Whenever the language of a proposed resolution is included in a written notice of a meeting, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose.
Section 3.04. Exception to Requirement of Notice. Wherever any notice or communication is required to be given to any person under the provisions of the articles, these by-laws or the Nonprofit Corporation Law of 1988, or by the terms of any agreement or other instrument or as a condition precedent to taking any corporate action, and communication with such person is then unlawful, the giving of such notice or communication to such person shall not be required and there shall be no duty to apply for permission to do so.
Article IV -- Officers
Section 4.01. Number, Qualifications and Designation. The officers of the corporation shall be a president, a vice-president, a secretary, a treasurer and an administrator. Any number of offices may be held by the same person. Officers may, but need not be, directors of the corporation. All officers shall be natural persons of full age.
Section 4.02. Election and Term of Office. The officers of the corporation, except those elected by delegated authority pursuant to Section 4.03 of this Article, shall be elected annually by the Board, and each such officer shall hold his office until the next annual organization meeting of the Board and until his successor shall have been elected and qualified, or until his earlier death, resignation or removal.
Section 4.03. Subordinate Officers, Committees and Agents. The Board may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the corporation may require, including one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these by-laws, or as the Board may from time to time determine. The Board may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.
Section 4.04. Resignations. Any officer or agent may resign at any time by giving written notice to the Board, or to the president or the secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.05. Removal. Any officer, committee, employee or other agent of the corporation may be removed, either for or without cause, by the Board or other authority which elected, retained or appointed such officer, committee or other agent whenever in the judgment of such authority the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.
Section 4.06. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause, shall be filled by the Board, officer or committee to which the power to fill such office has been delegated pursuant to Section 4.03 of this Article, as the case may be, and if the office is one for which these by-laws prescribe a term, shall be filled for the unexpired portion of the term.
Section 4.07. General Powers. All officers of the corporation, as between themselves and the corporation, shall respectively have such authority and perform such duties in the management of the property and affairs of the corporation as may be determined by resolutions or orders of the Board, or, in the absence of controlling provisions in resolutions or orders of the Board, as may be provided in these by-laws.
Section 4.08. The President. The president shall be the chief executive officer of the corporation and shall have general supervision over the activities and operations of the corporation, subject, however, to the control of the Board and the chairman. The president shall sign, execute and acknowledge, in the name of the corporation, deeds, mortgages, bonds, contracts or other instruments, authorized by the Board except in cases where the signing and execution thereof shall be expressly delegated by the Board, or by these by-laws, to some other officer or agent of the corporation; and, in general, shall perform all duties incident to the office of president, and such other duties as from time to time may be assigned to him by the Board.
Section 4.09. Vice-President. The vice president shall discharge the duties of the president in his absence or disability and shall carry out the directives of the Board.
Section 4.10. The Secretary. The secretary or an assistant secretary shall attend all meetings of the Board and shall record all the votes of the directors and the minutes of the meetings of the Board and of committees of the board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the corporation as required by law; shall be the custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned to him by the Board or the president.
Section 4.11. The Treasurer. The treasurer or an assistant treasurer shall have or provide for the custody of the funds or other property of the corporation and shall keep a separate bank account of the same to his credit as treasurer; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the corporation; shall deposit all funds in his custody as treasurer in such banks or other places of deposit as the Board may from time to time designate; shall, whenever so required by the Board, render an account showing his transactions as treasurer and the financial condition of the corporation; and, in general, shall discharge such other duties as may from time to time be assigned to him by the Board or the president.
Section 4.12. The Administrator. The administrator shall be a Christian believer, zealous for the Lord Jesus, well versed in the Word of God, with leadership ability, able to inspire others, skilled in Christian apologetics and able to defend the Christian Faith as contained in the Holy Scriptures and briefly stated in our tenets of Faith. The administrator shall be able and willing to provide the leadership and inspiration needed to Crossroads Christian Fellowship to develop and maintain the aforementioned ministry. The administrator shall be able and willing to work with the Board, the current job description and operation policy. The administrator shall be able and willing to work with the Christian churches and organizations of the area in the interest of KCF and its ministry.
Section 4.13. Officers’ Bonds. Any officer shall give a bond for the faithful discharge of his duties in such sum, if any, and with such surety or sureties as the Board shall require.
Article V -- Limitation of Personal Liability of Directors;
Indemnification of Directors, Officers and Other Authorized Representatives
Section 5.01. Limitations of Personal Liability of Directors. A director of the corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:
(a) The director has breached or failed to perform the duties of his or her office as defined in Section 5.02 below; and
(b) The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
The provisions of this Section shall not apply to (a) the responsibility or liability of a director pursuant to any criminal statute; or (b) the liability of a director for the payment of taxes pursuant to local, state or federal law.
Section 5.02. Standard of Care and Justifiable Reliance.
(a) A director of the corporation shall stand in a fiduciary relationship to the corporation, and shall perform his or her duties as a director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(2) Counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person;
(3) A committee of the Board upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted
(b) In discharging the duties of their respective positions, the Board, committees of the board and an individual director may, in considering the best interests of the corporation, consider the effects of any action upon employees, upon persons with whom the corporation has business and other relations and upon communities which the offices or other establishments of or related to the corporation are located and all other pertinent factors. The consideration of those factors shall not constitute a violation of subsection (A) of this Section.
(c) Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the corporation.
Section 5.03. Indemnification in Third Party Proceedings. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nob contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Section 5.04. Indemnification in Derivative Actions. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
Section 5.05. Mandatory Indemnification. Notwithstanding any contrary provision of the articles or these by-laws, to the extent that a representative of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in either Section 5.03 or Section 5.04 above, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith
Section 5.06. Determination of Entitlement to Indemnification. Unless ordered by a court, any indemnification under Section 5.03 or 5.04 above shall be made by the corporation only as authorized in the specific case upon determination that indemnification of the representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such paragraph. Such determination shall be made:
(a) By the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceedings; or
(b) If such a quorum is not obtainable, or even if obtainable, a majority vote of a quorum of disinterested directors so directs, by independent legal counsel, in a written opinion.
Section 5.07 Advancing Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in a specific case upon receipt of an undertaking by or behalf of the representative to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in paragraphs 1 through 3 above.
Section 5.08. Indemnification of Former Representatives. Each such indemnity may continue as to a person who has ceased to be a representative of the corporation and may inure to the benefit of the heirs, executors and administrators of such person.
Section 5.09. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any capacity or arising out of such person’s status as such, whether or not the corporation could otherwise have the power to indemnify such person against such liability.
Section 5.10. Reliance on provisions. Each person who shall act as an authorized representative of the corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.
Article VI -- Miscellaneous
Section 6.01. Checks. All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board may from time to time designate.
Section 6.02. Contracts. Except as otherwise provided in these by-laws, the Board may authorize any officer or officers, agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 6.03. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the Board shall from time to time determine.
Section 6.04. Report of the Board. The Board shall direct the president and treasurer to present at each meeting of the board a report showing in appropriate detail the following:
(a) The assets and liabilities, including trust funds, of the corporation as of the end of the fiscal year immediately preceding the date of the report.
(b) The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report.
(c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation.
(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by and for the corporation.
Section 6.05. Amendment of By-laws. These by-laws may be amended or repealed, or new by-laws may be adopted, by vote of a majority of the Board of the corporation in office at any regular or special meeting. Such proposed amendment, repeal or new by-laws, or a summary thereof, shall be set forth in any notice of such meeting, whether regular or special.
Preamble
For the purpose of establishing and maintaining a biblical, evangelical Christian ministry on the campus of Pennsylvania Western University-Clarion (“PWUC”) through the students and faculty there of like precious faith.
Constitution
Article I - Name
The name of this organization shall be Koinonia Christian Fellowship (“KCF”), in the town of Clarion, in the county of Clarion, in the state of Pennsylvania.
Article II - Prerogatives
Section 1. This organization shall have the right to govern itself according to the teachings and standards of God’s Word, as contained in the Holy Bible.
Section 2. In connection therewith or incidental thereto, it shall have the right to purchase or acquire by gift, bequest or otherwise, either directly or as trustee and to own, hold in trust, use, sell, convey, mortgage, lease, or otherwise dispose of any real estate or chattels as may be necessary for the furtherance of its purposes; all in accordance with its Constitution and Bylaws, or as may be hereafter amended.
Article III - Tenets of Faith
1. We believe the Bible to be the inspired, and only inerrant authoritative Word of God.
2. We believe that there is only one God, eternally existent in three persons: Father, Son, and Holy Spirit.
3. We believe in the deity of our Lord Jesus Christ, in His virgin birth, in His sinless life, in His miracles, in His vicarious and atoning death through His shed blood, in His bodily resurrection, in His Ascension to the right hand of the Father and in His personal return in power and glory.
4. We believe that for the salvation of lost and sinful man, regeneration by the Holy Spirit is absolutely essential.
5. We believe in the present ministry of the Holy Spirit, by whose indwelling, the Christian is enabled to live a Godly life and to bear witness to Jesus Christ, our only Savior.
6. We believe in the resurrection of both the saved and the lost; those who are saved, unto the resurrection of life, and those who are lost, to the resurrection of damnation.
7. We believe in the spiritual unity of the believers in Christ.
Article IV - Affiliation
Section 1. The primary affiliation of this organization shall be with PWUC Student organization bearing the name Crossroads Christian Fellowship(“CCF”). CCF shall be in agreement with these Tenets of Faith and maintain an active ministry on campus in working agreement with this organization.
Section 2. This organization shall nominate an “Administrator,” to be approved by the Board of Directors (“Board”) who shall serve as a campus pastor or spiritual advisor, providing the inspiration and guidance, needed to achieve the objectives of our preamble.
Section 3. This organization may make other affiliations, should it be deemed advantageous by the Board, to further their objectives to maintain and promote the above stated ministry.
Article V – Business and Affairs
Section 1. The business and affairs of KCF shall be vested in the Board.
Article VI - Amendments
This Constitution may be amended by a majority vote of the Board in attendance at any regular or special meeting called for that purpose.
By-Laws of Koinonia Christian Fellowship
Article I -- Offices and Fiscal YEAR
Section 1.01. Registered Office. The registered office of the corporation in the Commonwealth of Pennsylvania shall be at P.O. Box 602, Clarion, PA 16214, until otherwise established by a vote of a majority of the Board of Directors in office (the “Board”), and a statement of such change is filed in the Department of State; or until changed by an appropriate amendment of the articles of the corporation.
Section 1.02. Other Offices. The corporation may also have offices at such other places within or without the United States of America as the Board may from time to time appoint or the business of the corporation requires.
Section 1.03. Fiscal year. The fiscal year of the corporation shall begin on January 1 and end on December 31.
Article II -- Board of Directors
Section 2.01. Powers. The Board shall have full power to conduct, manage and direct the business and affairs of the corporation; and all powers of the corporation are hereby granted to and vested in the Board.
Section 2.02. Qualification and Selection. Each director of the corporation shall be a natural person of full age, but need not be a resident of Pennsylvania. In the case of vacancies, new directors shall be selected by the Board. In approving other members for the Board, preference shall be given to representatives from the supporting churches and organizations in the surrounding communities.
Section 2.03. Number and Term of Office. The Board shall consist of not less than five or more than eleven persons, as may be determined from time to time by resolution of the Board. All successor directors shall be chosen bi-annually by the directors at the January meeting of the directors. Each director shall hold office for two (2) years and until his successor shall have been elected and qualified, or until his earlier death, resignation or removal.
Section 2.04. Organization. At every meeting of the Board, the president, if there be one, or, in the case of a vacancy in the office or absence of the president, of the following officers present in the order stated: the vice-president, secretary or treasurer shall preside.
Section 2.05. Resignations. Any director of the corporation may resign at any time by giving written notice to the president or the secretary of the corporation. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 2.06. Vacancies. The Board may declare vacant the office of a director if he is declared of unsound mind by an order of court, or convicted of a felony, unscriptural conduct, failure to attend one-half (1/2) of the Board meetings in a year, or for any other proper cause, or if within sixty (60) days after notice of his selection, he does not accept such office either in writing or by attending a meeting of the Board.
Any vacancy or vacancies in the Board because of death, resignation, removal in any manner, disqualification, an increase in the number of directors or any other cause, may be filled by a majority of the remaining members of the Board though less than a quorum, at any regular or special meeting; and each person so elected shall be a director to serve for the balance of the unexpired term.
Section 2.07. Place of Meeting. Meetings of the Board may be held at such place within or without Pennsylvania as the Board may from time to time appoint, or as may be designated in the notice of the meeting.
Section 2.08. Regular Meetings. Regular meetings of the Board shall be held at such time and place as shall be designated from time to time by resolution of the Board. If the date fixed for any such regular meeting be a legal holiday under the laws of the State where such meeting is to be held, then the same shall be held on the next succeeding business day, not a Saturday, or at such other time as may be determined by resolution of the Board. At such meetings, the Board shall transact such business as may properly be brought before the meeting. Notice of regular meetings need not be given unless otherwise required by law or these by-laws.
Section 2.09. Special Meetings. Special meetings of the Board shall be held whenever called by the president or by two or more of the directors. Notice of each such meeting shall be given to each director by telephone or in writing at least twenty-four hours (in the case of notice by telephone) or forty-eight hours (in the case of notice by telegram) or five days (in the case of notice by mail) before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting.
Notice of any meeting of the Board during any emergency resulting from warlike damage or an attack on the United States or any nuclear or atomic disaster shall be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio. To the extent required to constitute a quorum at any meeting of the Board during such an emergency, the officers of the corporation who are present shall be deemed, in order of rank and within the same rank in order of seniority, director for such meeting.
Section 2.10. Quorum, Manner of Acting and Adjournment. Except as otherwise provided in Section 2.09 of this Article, one-third (1/3) of the directors in office shall be present at each meeting in order to constitute a quorum for the transaction of business. Every director shall be entitled to one vote. Except as otherwise specified in the articles or these by-laws or provided by statute, the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board. In the absence of a quorum, a majority of the directors present and voting may adjourn the meeting from time to time until a quorum is present. The directors shall act only as a board and the individual directors shall have no power as such, except that any action which may be taken at a meeting of the Board may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all of the directors in office and shall be filed with the secretary of the corporation.
Section 2.11. Telephone or Virtual Meetings. Directors may participate in meetings of the Board by conference telephone, Zoom or similar electronic communications equipment by means of which all persons participating in the meetings can hear and/or see each other. Directors so participating shall be deemed present at any such meeting.
Section 2.12. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto by all of the directors in office is filed with the Secretary.
Article III -- Notice - Waivers – Meetings
Section 3.01. Notice, What Constitutes. Whenever written notice is required to be given to any person under the provisions of the articles, these by-laws or the Nonprofit Corporation Law of 1972, it may be given to such person, either personally or by sending a copy thereof by first class mail, postage prepaid, or by email to his address supplied by him to the corporation for the purpose of notice. If the notice is sent by mail or by email, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a copy of the email showing the date it was sent to such person. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by law or these by-laws.
When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.
Section 3.02. Waivers of Notice. Whenever any written notice is required to be given under the provisions of the articles, these by-laws or the Nonprofit Corporation Law of 1988, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by Section 6.05 of these by-laws, neither the business to be transacted at nor the purpose of a meeting need be specified in the waiver of notice of such meeting. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
Section 3.03. Modification of Proposal Contained in Notice. Whenever the language of a proposed resolution is included in a written notice of a meeting, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose.
Section 3.04. Exception to Requirement of Notice. Wherever any notice or communication is required to be given to any person under the provisions of the articles, these by-laws or the Nonprofit Corporation Law of 1988, or by the terms of any agreement or other instrument or as a condition precedent to taking any corporate action, and communication with such person is then unlawful, the giving of such notice or communication to such person shall not be required and there shall be no duty to apply for permission to do so.
Article IV -- Officers
Section 4.01. Number, Qualifications and Designation. The officers of the corporation shall be a president, a vice-president, a secretary, a treasurer and an administrator. Any number of offices may be held by the same person. Officers may, but need not be, directors of the corporation. All officers shall be natural persons of full age.
Section 4.02. Election and Term of Office. The officers of the corporation, except those elected by delegated authority pursuant to Section 4.03 of this Article, shall be elected annually by the Board, and each such officer shall hold his office until the next annual organization meeting of the Board and until his successor shall have been elected and qualified, or until his earlier death, resignation or removal.
Section 4.03. Subordinate Officers, Committees and Agents. The Board may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the corporation may require, including one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these by-laws, or as the Board may from time to time determine. The Board may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.
Section 4.04. Resignations. Any officer or agent may resign at any time by giving written notice to the Board, or to the president or the secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.05. Removal. Any officer, committee, employee or other agent of the corporation may be removed, either for or without cause, by the Board or other authority which elected, retained or appointed such officer, committee or other agent whenever in the judgment of such authority the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.
Section 4.06. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause, shall be filled by the Board, officer or committee to which the power to fill such office has been delegated pursuant to Section 4.03 of this Article, as the case may be, and if the office is one for which these by-laws prescribe a term, shall be filled for the unexpired portion of the term.
Section 4.07. General Powers. All officers of the corporation, as between themselves and the corporation, shall respectively have such authority and perform such duties in the management of the property and affairs of the corporation as may be determined by resolutions or orders of the Board, or, in the absence of controlling provisions in resolutions or orders of the Board, as may be provided in these by-laws.
Section 4.08. The President. The president shall be the chief executive officer of the corporation and shall have general supervision over the activities and operations of the corporation, subject, however, to the control of the Board and the chairman. The president shall sign, execute and acknowledge, in the name of the corporation, deeds, mortgages, bonds, contracts or other instruments, authorized by the Board except in cases where the signing and execution thereof shall be expressly delegated by the Board, or by these by-laws, to some other officer or agent of the corporation; and, in general, shall perform all duties incident to the office of president, and such other duties as from time to time may be assigned to him by the Board.
Section 4.09. Vice-President. The vice president shall discharge the duties of the president in his absence or disability and shall carry out the directives of the Board.
Section 4.10. The Secretary. The secretary or an assistant secretary shall attend all meetings of the Board and shall record all the votes of the directors and the minutes of the meetings of the Board and of committees of the board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the corporation as required by law; shall be the custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned to him by the Board or the president.
Section 4.11. The Treasurer. The treasurer or an assistant treasurer shall have or provide for the custody of the funds or other property of the corporation and shall keep a separate bank account of the same to his credit as treasurer; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the corporation; shall deposit all funds in his custody as treasurer in such banks or other places of deposit as the Board may from time to time designate; shall, whenever so required by the Board, render an account showing his transactions as treasurer and the financial condition of the corporation; and, in general, shall discharge such other duties as may from time to time be assigned to him by the Board or the president.
Section 4.12. The Administrator. The administrator shall be a Christian believer, zealous for the Lord Jesus, well versed in the Word of God, with leadership ability, able to inspire others, skilled in Christian apologetics and able to defend the Christian Faith as contained in the Holy Scriptures and briefly stated in our tenets of Faith. The administrator shall be able and willing to provide the leadership and inspiration needed to Crossroads Christian Fellowship to develop and maintain the aforementioned ministry. The administrator shall be able and willing to work with the Board, the current job description and operation policy. The administrator shall be able and willing to work with the Christian churches and organizations of the area in the interest of KCF and its ministry.
Section 4.13. Officers’ Bonds. Any officer shall give a bond for the faithful discharge of his duties in such sum, if any, and with such surety or sureties as the Board shall require.
Article V -- Limitation of Personal Liability of Directors;
Indemnification of Directors, Officers and Other Authorized Representatives
Section 5.01. Limitations of Personal Liability of Directors. A director of the corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:
(a) The director has breached or failed to perform the duties of his or her office as defined in Section 5.02 below; and
(b) The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
The provisions of this Section shall not apply to (a) the responsibility or liability of a director pursuant to any criminal statute; or (b) the liability of a director for the payment of taxes pursuant to local, state or federal law.
Section 5.02. Standard of Care and Justifiable Reliance.
(a) A director of the corporation shall stand in a fiduciary relationship to the corporation, and shall perform his or her duties as a director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(2) Counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person;
(3) A committee of the Board upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted
(b) In discharging the duties of their respective positions, the Board, committees of the board and an individual director may, in considering the best interests of the corporation, consider the effects of any action upon employees, upon persons with whom the corporation has business and other relations and upon communities which the offices or other establishments of or related to the corporation are located and all other pertinent factors. The consideration of those factors shall not constitute a violation of subsection (A) of this Section.
(c) Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the corporation.
Section 5.03. Indemnification in Third Party Proceedings. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nob contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Section 5.04. Indemnification in Derivative Actions. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
Section 5.05. Mandatory Indemnification. Notwithstanding any contrary provision of the articles or these by-laws, to the extent that a representative of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in either Section 5.03 or Section 5.04 above, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith
Section 5.06. Determination of Entitlement to Indemnification. Unless ordered by a court, any indemnification under Section 5.03 or 5.04 above shall be made by the corporation only as authorized in the specific case upon determination that indemnification of the representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such paragraph. Such determination shall be made:
(a) By the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceedings; or
(b) If such a quorum is not obtainable, or even if obtainable, a majority vote of a quorum of disinterested directors so directs, by independent legal counsel, in a written opinion.
Section 5.07 Advancing Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in a specific case upon receipt of an undertaking by or behalf of the representative to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in paragraphs 1 through 3 above.
Section 5.08. Indemnification of Former Representatives. Each such indemnity may continue as to a person who has ceased to be a representative of the corporation and may inure to the benefit of the heirs, executors and administrators of such person.
Section 5.09. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any capacity or arising out of such person’s status as such, whether or not the corporation could otherwise have the power to indemnify such person against such liability.
Section 5.10. Reliance on provisions. Each person who shall act as an authorized representative of the corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.
Article VI -- Miscellaneous
Section 6.01. Checks. All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board may from time to time designate.
Section 6.02. Contracts. Except as otherwise provided in these by-laws, the Board may authorize any officer or officers, agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 6.03. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the Board shall from time to time determine.
Section 6.04. Report of the Board. The Board shall direct the president and treasurer to present at each meeting of the board a report showing in appropriate detail the following:
(a) The assets and liabilities, including trust funds, of the corporation as of the end of the fiscal year immediately preceding the date of the report.
(b) The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report.
(c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation.
(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by and for the corporation.
Section 6.05. Amendment of By-laws. These by-laws may be amended or repealed, or new by-laws may be adopted, by vote of a majority of the Board of the corporation in office at any regular or special meeting. Such proposed amendment, repeal or new by-laws, or a summary thereof, shall be set forth in any notice of such meeting, whether regular or special.