BY-LAWS OF DIFFERENT MINISTRY, INC.

ARTICLE 1 - NAME AND LOCATION

            The name of the corporation is and shall be DIFFERENT MINISTRY Inc., and its principal place of business shall be W8271 Mann Road, Willard, WI 54493 until changed by the Board of Directors.

ARTICLE 2 - NON-PROFIT

Section 1.         No dividend or pecuniary profit shall be declared or paid by the Corporation to the members thereof. No part of the net income of the corporation shall inure to the benefit of any member or private individual.

Section 2.         The organization is organized exclusively for charitable and religious purposes under Section 501(c)(3) of the Internal Revenue Code of 1986, or any corresponding section of any future federal tax code.

Section 3.         In accordance with the provisions of the Articles of Incorporation or By-Laws, the Corporation shall not carry on other activities not permitted to be carried on:

(a)              by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws.

(b)             by a corporation, contributions of which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws.

Section 4.         No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office.

Section 5.         No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered.

Section 6.         Organizations receiving assets upon dissolution shall qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986.

ARTICLE 3 - PURPOSES AND MISSION

The purposes of the Corporation shall be: To share the faith of Christ and to use the principles of the Bible to help people struggling with addiction to confront and overcome that addiction. By using the relationship and love of Jesus Christ and the Holy Spirit to overcome and conquer addiction and any other evil attack from the enemy.

The Corporation will solicit raise, collect and receive contributions, donations, and gifts for said purpose. The Corporation will develop a multi-media platform to share testimonies and bear witness to the saving power of Jesus Christ and be an encouragement to the general public that there is hope through salvation.

ARTICLE 4 – MEMBERSHIP

            Members. The members of the Corporation shall be individuals presently serving on the Board of Directors and officers whose names and addresses are stated herin below in Article 15.  Additional or successor members may be admitted to membership only by a majority vote of the members of the Board of Directors present at any regularly called meeting of the Board of Directors.

ARTICLE 5 – BOARD OF DIRECTORS AND OFFICERS – TERMS

Section 1.         The Board of Directors is to be five in number.

                        The Board of Directors will be composed as outlined in Article 6.

Section 2.         Any vacancies occurring in the Board of Directors may be elected by the remaining members of the Board of Directors.

In the event a Board Member leaves before the end of their term, his/her place may be filled by a recommendation of any Board Member and voted on by the Board until the term expires and an appropriate membership vote is taken.

Section 3.         Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors may determine from time to time. Special meetings of the Board of Directors shall be called whenever the President or the Vice President or Directors shall so request. Notice shall be given at least 48 hours in advance of such regular or special meetings and such notice may be given in any manner whatever; but the action of a quorum of the Board of Directors at any meeting shall be valid notwithstanding any defect in the notice for such meetings, and every Director shall for all purposes be deemed to have been duly notified of a meeting if he/she shall be present at such meeting or shall in writing waive notice thereof either before or after the meeting.

            Annual Board meetings must be attended in person.  Any additional or special meetings can be attended in person or via video conferencing. 

Section 4.         Except as otherwise provided by law and the By-Laws of the Corporation, a majority of the number of Directors present shall constitute a quorum for the transaction of any business at any meeting of the Board of Directors.

Section 5.         Members of the Board of Directors shall continue on a perpetual annual basis until said active member resigns, dies, and/or is removed by a majority vote of the Board of Directors present at any meeting of the Board of Directors.

Section 6.         Members of the Board can be voted out by a majority vote of the Board of Directors in special cases of violation of duties, violation of By Laws and/or moral and/or ethical standards determined by the Board.

ARTICLE 6 - MEMBERS, BOARD OF DIRECTORS, EXECUTIVE COMMITTEE

The general officers of the Corporation shall be a president, vice president, a secretary and a treasurer. The officers and the Board of Directors of said Corporation shall be elected at the time these By-Laws are adopted and shall continue to be such officers and the Board of Directors of this Corporation.

The diversity of members of the Board will be determined by the Board of Directors at the time of elections.  All members of the Board of Directors have to have accepted Christ as their savior and living a moral and ethical life as defined by the Bible.

ARTICLE 7 – DUTIES AND POWERS OF OFFICERS

Section 1.         The principal duties of the President shall be to preside at all meetings of the active members and the Board of Directors, and to have general supervision of the affairs of the Corporation.

            In normal proceedings, the President will be a non-voting member of the Board of Directors.  In the event a Board member is not present and there is a tie, the President will be the deciding vote.

Section 2.         The principal duties of the Vice President shall be to carry out the directives assigned by the President and Board of Directors. The Vice President will take on full Presidential responsibility in any situation where the President is absent and/or unable to make such decisions.

            The Vice President will assume the role of President in the situation where the President leaves abruptly, dies, or is no longer in any capacity able to fulfill Presidential duties. This will be enacted until the Board is able to assemble and vote, by majority vote, a new President.

Section 3.         The principal duties of the Secretary shall be to countersign all deeds, leases, conveyances and other documents executed by the Corporation, to keep a record of the proceedings of the Board of Directors, and to safely and systematically keep all books, papers and documents belonging to the Corporation or in any ways pertaining to the business thereof, except the books and records incidental to the duties of the Treasurer.

Section 4.         The principal duties of the Treasurer shall be to keep and account for all moneys, credits and property, of any and every nature, of the corporation, which shall come into his/her hands, and keep an accurate account of all moneys received and disbursed, and proper vouchers for moneys disbursed and to render such accounts, statements, and inventories of moneys received and disbursed, and of money on hand, as shall be required by the Board of Directors. All money received by the Corporation or by any member or officer for the Corporation shall be promptly paid to the Treasurer who shall give receipt therefore and make proper record thereof. A Record shall be made of each payment or contribution received by the Corporation by correctly entering the name of the payor or donor and the amount of the payment or donation on the books of the Corporation. The Treasurer shall also retain the services of a qualified accountant to prepare income tax returns for the Corporation, financial statements, audits, and other documents deemed necessary by the Board of Directors.

Section 5.         The Board of Directors may provide for appointments of such additional officers as they deem necessary for the best interests of the Corporation, including legal counsel.

Section 6.         The officers shall perform such additional or different duties as shall from time to time be imposed or required by the Board of Directors or as may be prescribed from time to time by the By-Laws.

ARTICLE 8 – DUTIES AND POWERS OF DIRECTORS
 

            The Board of Directors shall have all the necessary or proper powers to carry out the objects, purposes and business of the Corporation. An affirmative vote of the majority of the Directors present at any meeting in person or by proxy should be necessary to act. Each member shall have the right to cast one vote on any question.

            An item that will require a vote by the Board of Directors will follow Robert’s Rules.

ARTICLE 9 – MEETINGS

Meetings of the Board of Directors may be called by the President or Secretary upon at least two days’ notice to each member of the Board.

ARTICLE 10 – ELECTIONS

Officers shall be elected by the Board of Directors of the Corporation during a regularly scheduled meeting.

ARTICLE 11 – PROXIES

Any member of the Board of Directors may in writing designate another Board member to act as his/her proxy at any meeting and the same shall be valid if filed with the Secretary before the meeting is called to order, except as to the removal of any member of the Board of Directors of this Corporation.

ARTICLE 12 – FISCAL YEAR

The fiscal year of the Corporation shall be determined by the Board of Directors. As recommended by the Internal Revenue Service, the fiscal year shall be the calendar year.

ARTICLE 13 – DISSOLUTION

Upon dissolution of the Corporation, all property and assets thereof shall be applied and distributed as follows:

Section 1.         All liabilities and obligations of the Corporation shall be paid, satisfied and discharged, or adequate provision shall be made thereof.

Section 2.         Assets held by the Corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements.

Section 3.         As long as Different Ministry Inc. qualifies as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, all remaining assets shall be given, transferred and conveyed to the Different Ministry Inc., to be used to promote addiction recovery or such other purposes of the Corporation as the Board of Directors of said Different Ministry Inc. shall approve. In the event Different Ministry Inc. does not qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, all remaining assets will be given to likeminded non-profit organization(s) to be utilized to support and promote addiction recovery. Any improvements, structures, or renovations of leased or rented property will be given to the leaser. Any renovation, buildings, furnishings for such buildings, stage or sound system for such stage will remain intact and forfeited to leaser in the event of defaulting on lease agreement (see leasing agreement for guidelines).

Section 4.         Notwithstanding the above Sections 1, 2, and 3, all property and assets of this Corporation shall be distributed in accordance with the amended Articles of Incorporation, and any organization receiving assets upon dissolution shall qualify as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 or any amendment thereto.

ARTICLE 14 – AMENDMENTS

            These By-Laws may be amended at any meeting of the Board of Directors by a majority vote of all officers present; provided written notice of such proposed amendment shall have been mailed to each director at the last address shown on the records of the Secretary at least five days before such meeting.

ARTICLE 15 – BOARD OF DIRECTORS (SEE BOARD OF DIRECTORS PAGE ON WEBSITE)

Amendment 1: Conflict of Interest Policy
Amendment One: Article 14: Conflict of Interest Policy   

Section 1: Purpose

The purpose of the conflict of interest policy is to protect the tax-exempt Different Ministry, Inc.’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Director, officer, staff member or volunteer of the Mission or might result in a possible excess benefit transaction.  This policy is intended to supplement, but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2: Definitions

A)      Interested Person -  Any Director, officer, staff member, volunteer or member of a committee with Board of Directors delegated to powers, who has direct or indirect financial interest, as defined below, is an interested person.  If the person is an interested person with respect to any entity in the Mission system of which Different Ministry, Inc. is a part, s/he is an interested person with respect to all entities in the Mission system. 

B)      Financial Interest – A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a.       An ownership with the Mission or with any entity or individual with which the transaction or arrangement; or

b.       A compensation arrangement with the Mission or with any entity or individual with which the Mission has a transaction or arrangement; or

c.       A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Mission is negotiating a transaction or arrangement.

C)     Compensation – Includes direct or indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest.  Under Section 3.b below, a person who has a financial interest may have a conflict of interest only if the appropriate Board of Directors or Committee decides that a conflict of interest exists.

Section 3: Procedures

A)      Duty to Disclose – In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board of Directors and members of Committees with Board of Directors delegated powers considering the proposed transaction or arrangement.

B)      Determining Whether a Conflict of Interest Exists – After disclosure of the financial interest and all material facts, and after any discussion with the interested person, s/he shall leave the Board of Directors or committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining Board of Directors or Committee members shall decide if a conflict of interest exists.

C)     Procedures for Addressing the Conflict of Interest –

a.       An interested person may make a presentation at the Board of Directors or Committee meeting, but after the presentation, s/he shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b.       The President of the Board of Directors or the Chairperson of the Committee shall, if appropriate, appoint a disinterest person or Committee to investigate alternatives to the proposed transaction or arrangement.

c.       After exercising due diligence, the Board of Directors or Committee shall determine whether the Mission can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise toa conflict of interest.

d.       If a more advantageous transaction or arrangement is not reasonable or possible under circumstances not producing a conflict of interest, the Board of Directors or Committee shall determine, by a majority vote of the disinterested Directors, whether the transaction or arrangement is in the Mission’s best interest, for its own benefit, whether it is fair and reasonable.  In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

D)     Violations of the Conflicts of Interest Policy –

a.       If the Board of Directors or Committee has a reasonable cause to believe a member has failed to disclose actual or impossible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure of disclosure.

b.       If, after haring the member’s response and after making further investigation, as warranted by the circumstances, the Board of Directors or Committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary or corrective action.

Section 4: Records of Proceedings

The Minutes of the Board of Directors and all Committees with Board of Director powers shall contain:

A)      The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, and any action taken to determine whether a conflict of interest was present, and the Board of Director’s or Committee’s decision as to whether a conflict of interest in fact existed.

B)      The names of persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 5: Compensation

A)      A voting member of the Board of Directors who receives compensation, directly or indirectly, from the Mission for services is precluded from voting on matters pertaining to that member’s compensation.

B)      A voting member of any Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Mission for service is precluded from voting on matters pertaining to that member’s compensation.

C)     No voting member of the Board of Directors or any Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Mission, either individually or collectively, is prohibited from providing information to any Committee regarding compensation.

Section 6: Annual Statements

Each Director, officer, staff member or volunteer of a Committee with Board of Directors delegated powers shall annually sign a statement which affirms such person:

A)      Has received a copy of the Conflicts of Interest policy

B)      Has read and understands the policy

C)     Has agreed to comply with the policy

D)     Understands the Mission is charitable and in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of it’s tax-exempt purposes.

Section 7: Periodic Reviews

To ensure the Mission operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize it’s tax-exempt status, periodic reviews shall be conducted.  The periodic reviews shall, at a minimum, include the following subjects:

A)      Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

B)      Whether partnerships, joint ventures, and arrangements with management organizations conform to the Mission’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 8: Use of Outside Experts

When conducting the periodic reviews as provided for in Section 7, the Mission may, but need not, use outside advisors.  If outside experts are used, their use shall not relieve the Board of Directors of its responsibility for ensuring that periodic reviews are conducted.