Sharing Jesus in Asia - Bylaws

Article I: NAME

The name of the corporation will be “Sharing Jesus in Asia.”

Article II: PURPOSE

It is the mission, duty, and purpose of Sharing Jesus in Asia to fulfill Jesus’s call to “Go into all the world and preach the good news to all creation,” Mark 16:15. In addition to evangelism and prayer, it is expected that this preaching of the good news will include feeding the hungry, helping the poor, binding up the brokenhearted, proclaiming freedom for the captives, release from darkness for the prisoners, and comforting those who mourn. Sharing Jesus in Asia is organized exclusively for charitable and religious purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article III: PRIVATE NONOPERATING FOUNDATION

Sharing Jesus in Asia will distribute as charitable gifts and grants all donations it receives after deduction of expenses and debts in accordance with the purposes set forth in Article II herein. Sharing Jesus in Asia accomplishes its charitable purposes solely through a program of making such charitable gifts and grants, and does not conduct or administer its own direct charitable activities. Sharing Jesus in Asia will distribute its income for each tax year at a time and in a manner as not to become subject to the tax on un-distributed income imposed by section 4942 of the Internal Revenue Code, or the corresponding section of any future federal tax code.

In furtherance of its exemption by donations to individuals and other organizations, domestic or foreign, Sharing Jesus in Asia will stipulate how the funds will be used and will require gift and grant recipients to provide Sharing Jesus in Asia with annual reports of how the funds were utilized.

Article IV: OFFICERS - POWERS

The affairs of Sharing Jesus in Asia will be managed by its officers. The officers will have full control of and be responsible for the management of the affairs and property of Sharing Jesus in Asia and will exercise all the powers that may be exercised by the corporation.

Subject to the provisions of law, of the Articles of Incorporation, and of these Bylaws, the officers will have the power, directly or indirectly, by themselves or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes.

All decisions of the officers and all corporate power exercised by the officers; except those powers delegated to the Chairman, the Treasurer, the Secretary, or the Registered Agent by the Articles of Incorporation or these Bylaws; will be determined by vote as detailed in Article X.

The powers not delegated to the Chairman, the Treasurer, the Secretary, or the Registered Agent by the Articles of Incorporation or these Bylaws, nor prohibited by them to the officers, are reserved to the officers.

Sharing Jesus in Asia will not make any loan of money or property except that Sharing Jesus in Asia may guarantee the obligation of an officer by advancing money to said officer for expenses reasonably anticipated to be incurred in the performance of the duties of said officer so long as such individual would be entitled to be reimbursed for said expenses absent that advance.

The officers may elect any new officer.

Any officer may be removed with or without cause upon a vote as detailed in Article X. All officers must receive notice of the proposed removal at least ten (10) days in advance of the proposed action.

The officers may amend, revise, or reinstate Sharing Jesus in Asia’s Bylaws.

The officers have sole power to determine gift and grant recipients.

Any individual officer may request a mandatory meeting at any time.

All officers have the power of one (1) vote regardless of their service as Chairman, Treasurer, Secretary, or Registered Agent.

The officers agree that there will be no board of directors.

Article V: OFFICERS - NUMBER, DUTIES, QUALIFICATIONS, AND COMPENSATION

The number of officers will be fixed from time-to-time by the officers but will consist of no less than three (3), nor more than fifteen (15).

All potential officers must be approved by a vote as detailed in Article X. The officers will, upon election, immediately enter upon the performance of their duties and should continue in office until their successors are duly elected and qualified.

Officers serve for an indeterminate term. Officers serve at will and may resign at any time.

No two officers related by blood or marriage within the second degree of consanguinity or affinity may serve as an officer at the same time.

Sharing Jesus in Asia will pay reasonable compensation for services according to a written compensation agreement.

Article VI: CHAIRMAN - QUALIFICATIONS, POWERS, AND DUTIES

Any individual officer may serve with the powers of the Chairman at any time.

The Chairman will convene and facilitate meetings of the officers.

The Chairman has day-to-day responsibility for Sharing Jesus in Asia, including carrying out the officers goals and policies.

The Chairman will have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed.

The Chairman will submit a report of the operations of the programs for the fiscal year to the officers at their annual meetings, and from time to time, will report to the officers all matters that may affect Sharing Jesus in Asia.

Article VII: TREASURER - QUALIFICATIONS, POWERS, AND DUTIES

Any individual officer may serve with the powers of the Treasurer at any time.

The Treasurer will keep records of all financial transactions, make financial information available to the officers and the public, and will file tax returns and reports to government agencies.

The Treasurer will assist in direct audits performed according to generally accepted accounting principles.

Article VIII: SECRETARY - QUALIFICATIONS, POWERS, AND DUTIES

Any individual officer may serve with the powers of the Secretary at any time.

The Secretary will be responsible for keeping records of officer actions, including overseeing the taking of minutes at all officer meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each officer, and assuring that corporate records are maintained.

The Secretary will ensure that gift and grant recipients provide annual reports of how the funds were utilized and will maintain records of said reports.

Article IX: REGISTERED AGENT - QUALIFICATIONS, POWERS, AND DUTIES

Sharing Jesus in Asia will continuously maintain in the Commonwealth of Virginia a registered office and a Registered Agent who must be an individual who is a resident of the Commonwealth and either an officer of Sharing Jesus in Asia or a member of the Virginia State Bar; or a domestic or foreign stock or non-stock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia.

The sole duty of the Registered Agent is to forward to Sharing Jesus in Asia at its last known address any process, notice or demand that is served on the Registered Agent.

Article X: MEETINGS AND VOTING

Meetings of the officers may be called by or at the request of any one (1) or more officers. Meetings may be held at any location by remote communication and/or by proxy action with or without the physical presence of any officers. The officers agree that any action may be taken without officers being physically present at meetings.

Sharing Jesus in Asia will have at least one meeting per year.

All vote decisions, excepting a conflict of interest vote, must be determined by a majority vote of all existing officers regardless of whether said officers attend the meeting and regardless whether said officers vote, and if said majority vote of all existing officers cannot be obtained, no decision will be made.

Any question concerning parliamentary procedure at meetings will be determined by the Chairman by reference to Robert’s Rules of Order.

Article XI: BOOKS AND RECORDS

Sharing Jesus in Asia will keep correct and complete books and records of account; will keep minutes of the proceedings of all meetings of its officers; will keep a record of all actions taken by the officers with or without a meeting; and will keep gift and grant recipient applications, agreements, and reports. In addition, the corporation will keep a copy of the corporation's Articles of Incorporation and Bylaws as amended to date. All said records may be electronic records.

All donor records will be available for consultation by the officers. No donor records will be made available to any person outside the corporation except the authorized governmental agencies, the donors concerned or their legal representatives, or to anyone the officers choose.

The Chairman’s recipient report must show names, addresses, purposes of gifts and/or grants, manner of selection, and relationship that the recipient may have with any officers or donors of the organization. If the recipient is an organization, the Chairman’s recipient report must show whether said recipient organization is exempt under section 501(c)(3), and whether the recipient organization is classified as public charity or private foundation.

Article XII: GIFT AND GRANT AWARD PROCEDURE

Officers may only approve gifts and grants that will be given to individuals and groups that are expected to fulfill the purposes set forth in Article II herein. Said individuals and groups must comply with Sharing Jesus in Asia’s gift and grant award procedure which is as follows:

1. Potential new gift and grant recipients must first submit Sharing Jesus in Asia’s application for gifts or grants.

2. Once the application is reviewed and approved by the Chairman, the Chairman will draft a written recipient agreement stipulating how funds may or may not be used among other constraints.

3. Once the recipient agreement is signed by the recipient, the officers will review the application and recipient agreement.

4. If after review the officers approve by vote as detailed in Article X, the Chairman may execute the recipient agreement and distribute funds.

5. The Chairman must continue to check that gift and grant recipients fulfill the purposes set forth in Article II herein by conducting personal interviews, investigations, audits, or surprise checks. The Chairman will write a yearly recipient report of his findings concerning all gift and grant recipients for submission to the officers.

6. All gift and grant recipients must submit a yearly recipient report demonstrating that funds are used for the purposes set forth in Article II herein.

7. No less than once per year the officers must review the recipient’s yearly recipient report and the Chairman’s yearly recipient report and vote as detailed in Article X whether to continue gifts or grants to said recipient.

Article XIII: THE FISCAL YEAR

The fiscal year of the corporation will be from January 1 to December 31 of each year.

Article XIV: CONFLICT OF INTEREST POLICY

Section 1: Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer of the organization 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
1. Interested Person
Any officer or member of a committee with governing officer delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

1. An ownership or investment interest in any entity with which the organization has a transaction or arrangement,
2. A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that aren’t insubstantial.

A financial interest isn’t necessarily a conflict of interest. Under Section 3 subsection 2, a person who has a financial interest may have a conflict of interest only if the officers decide that a conflict of interest exists.

Section 3: Procedures
1. 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 officers considering the proposed transaction or arrangement.

2. 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, he/she shall leave the meeting of the officers meeting while the determination of a conflict of interest is discussed and voted upon. The remaining officers will decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

1. An interested person may make a presentation at the officer meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2. The Chairman will, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the officers will determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement isn’t reasonably possible under circumstances not producing a conflict of interest, the officers will determine by a majority vote of the disinterested officers whether the transaction or arrangement is in the organization's best interest, for its own benefit, and 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.

4. Violations of the Conflicts of Interest Policy

1. If the officers have reasonable cause to believe a member has failed to disclose actual or possible 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 to disclose.
2. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the officers determine the member has failed to disclose an actual or possible conflict of interest, the officers shall take appropriate disciplinary and corrective action.

Section 4
Records of Proceedings
The minutes of the officer meeting will contain:

1. 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, any action taken to determine whether a conflict of interest was present, and the officers’ decision as to whether a conflict of interest in fact existed.
2. The names of the 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

1. A voting officer who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that officer's compensation due to a possible conflict of interest.
2. A voting officer whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that officer's compensation due to a possible conflict of interest.
3. No voting officer or any committee member whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any officer or committee regarding compensation.

Section 6
Annual Statements
Each officer shall sign a statement which affirms such person:

1. Has received a copy of the conflicts of interest policy,
2. Has read and understands the policy,
3. Has agreed to comply with the policy, and
4. Understands the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7
Periodic Reviews
To ensure the organization operates in a manner consistent with charitable purposes and doesn't engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.
2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and don't 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 VII, the organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the officers of their responsibility for ensuring periodic reviews are conducted.

Article XV: Transparency and Accountability

By making full and accurate information about its mission, activities, finances, and governance publicly available, Sharing Jesus in Asia practices and encourages transparency and accountability to the general public.

Sharing Jesus in Asia will provide its Internal Revenue forms 990 and 1023, Articles of Incorporation, Bylaws, and financial statements to the general public for inspection free of charge.

Sharing Jesus in Asia will make ’Widely Available” the aforementioned documents on its internet website, www.sharingjesusinasia.com, to be viewed and inspected by the general public.

The documents will be posted in a format that allows an individual using the internet to access, download, view and print them in a manner that exactly reproduces the image of the original document filed with the IRS. The identity of donors, recipients, and officers will be hidden; but the identity recipients and officers will be available upon request. The website will clearly inform readers that the documents are available and provide instructions for downloading them.

Sharing Jesus in Asia will not charge a fee for downloading the information. Documents will not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge). Sharing Jesus in Asia will inform anyone requesting the information where this information can be found, including the web address. This information must be provided immediately for in-person requests and within 7 days for mailed requests.

Article XV: CODES OF ETHICS AND WHISTLEBLOWER POLICY

Sharing Jesus in Asia requires and encourages officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of Sharing Jesus in Asia to adhere to all laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.

If any officer, staff, or employee reasonably believes that some policy, practice, or activity of Sharing Jesus in Asia is in violation of law, a written complaint must be filed by that person with the Chairman.

Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be subject to civil and criminal review.

Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of Sharing Jesus in Asia and provides Sharing Jesus in Asia with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals that comply with this requirement. Sharing Jesus in Asia will not retaliate against any director, officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of Sharing Jesus in Asia or of another individual or entity with whom Sharing Jesus in Asia has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy. Sharing Jesus in Asia will not retaliate against any officer, staff, or employee who discloses or threatens to disclose to a supervisor or a public body, any activity, policy, or practice of Sharing Jesus in Asia that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.

Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

The Chairman will notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports will be promptly investigated by the officers and appropriate corrective action will be taken if warranted by the investigation. This policy will be made available to all officers, staff, or employees and they will have the opportunity to ask questions about the policy.

Article XVI: COMMUNICATIONS

Any copy, facsimile, telecommunications, or other reliable reproduction of the writing or transmission created may be substituted, or used in lieu of, the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile, telecommunication, or other reproduction will be a complete reproduction of the entire original writing or transmission.

To demonstrate our agreement, we have hereto subscribed our names this 2nd day of April, 2020.