ARTICLES OF INCORPORATION
THE EASTERN APOSTOLIC CHURCH, INC.
PREAMBLE
The Eastern Apostolic Church is a mystical approach following the eastern Orthodox tradition of Christianity. It holds a recognized lineage of the holy apostles, whom Jesus had sent out and who in turn ordained their successors. It is a sign of authenticity and sacramental validity. The Eastern Apostolic Church is part of this community of believers, transcending man-made boundaries.
Primary Purpose
The purpose for which The Eastern Apostolic Church is organized:
Section 1: To unite in a corporate body all ministries, Apostolates and communities within this jurisdiction;
Section 2: To proclaim and propagate the Christian faith, especially through the means of sacramental life;
Section 3: To assist, guide, direct and promote the spiritual growth and development of all members;
Section 4: To promote the systematic study of Holy Scriptures (Bible) and constant growth in Christian knowledge through the establishment, construction and maintenance of theological seminaries, schools, publishing houses, radio and television broadcasting systems, congregations, preaching media, religious communities, hospitals, monasteries and confraternities;
Section 5: To unite those Christians who seek a mystical expression of their faith;
Section 6: To assist the Church at large in training her members to grow in their understanding and appreciation of the principles, attitudes and tradition of the patristic faith;
Section 7: To foster mutual, supportive intercession (especially at the Holy Liturgy) for all members;
Section 8: To promote, by all legitimate means, the celebration of the Holy Liturgy (Eucharist) as the chief act of Divine worship; and the pious observance of liturgical practice within the church calendar;
Section 9: To engage in charitable work within the meaning of Section 501(c)(3) of the Internal Revenue Code as now enacted or as may hereafter be amended;
Section 10: To print, publish, purchase, sell and otherwise disseminate Bibles, books, periodicals, literature, music, and other supplies for the Church and her institutions and members;
Section 11: To establish and conduct all such enterprises and endeavors and to exercise such further powers as may be necessary or expedient to carry out the objects and purposes for which the corporation is organized.
Secondary Purpose
To provide a framework for other activities as may be deemed useful by the church for their development in practice, e.g., the study of theological matters and family issues, the promotion of social justice and charitable works, education, worship etc. – These purposes should be an adjunct to the Primary Purpose and support that purpose without outweighing or obstructing it.
ARTICLE I: NAME AND TYPE
The name of this corporation is: The Eastern Apostolic Church, Inc.
The corporation shall be for religious and charitable purposes only.
ARTICLE II: CORPORATE OFFICES
Section 2.1: Registered Agent
The registered agent of the corporation is (Rt. Rev.) Michael Melchizedek (Mar Melchizedek), residing at 2744 Stratford Avenue, Lincoln, NE 68502
Section 2.2: Street Address
The street address of the registered office of the corporation is located: 5100 Van Dorn Street 6154 Lincoln, NE 68506
Section 2.3: Mailing Address
The mailing address of the registered office is P.O. Box 6154, Lincoln, NE 68506
ARTICLE III: PURPOSES
Section 1. The object, business, pursuits and purposes of the Corporation shall be to carry out the purposes stated in the Preamble and to engage in such activities and to exercise such powers as are permitted by nonprofit corporations pursuant to the applicable provisions of the Nebraska Revised Statutes.
Section 2. The Corporation is organized exclusively for charitable, religious and educational purposes, and qualifies as an exempt organization pursuant to the applicable provisions of United States internal revenue law.
Section 3. No part of the net earnings of the corporation shall inure to the benefit or be distributable to its Board members, officers or other private persons or to any organization organized or operating for profit, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth above.
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 nor intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
ARTICLE IV: BOARD OF DIRECTORS
Section 4.1: Function of the Board
The Consistory (Board of Directors) (hereinafter “Board”) shall set objectives; determine fiscal goals; review and oversee officers. The Board elects the corporate officers, other than the Apostolic Vicar, and determines eligibility of voting members and Board candidates.
Section 4.2: Meetings
The Consistory will meet at least once a year, and additionally when called by the Board president or the Apostolic Vicar (bishop), or when a majority of the Board agrees to call a meeting.
Section 4.3: Meeting Records
The Consistory will ensure that minutes of meetings are taken and made available to the membership, and will provide an annual report. The Board may decide to classify minutes of meetings, or portions of meetings, that deal with personal confidential matters. A member wishing to review classified minutes may make a request to the Board, who will take it under consideration and make a decision at the next scheduled meeting.
Section 4.4: Composition
There shall be no fewer than three and no more than twelve board members. The exact number is to be determined by the Consistory which will consist of the Apostolic Vicar and Board Directors elected by the voting membership.
Section 4.5: Eligibility for Office
To be eligible for election to the Consistory a person must:
(1) have been an duly received member for at least six months at the time of election; and
(2) be deemed an “active member” by the Board.
Section 4.6: Term
The term of office will be for one year, with the option of continued terms to be served in succession. The Board Officers may appoint Director[s] to fill positions that become vacant during a term.
ARTICLE V: OFFICERS
Section 5.1: Composition
The officers shall consist of the Consistory President, Consistory Vice President and Treasurer-Secretary. The officers of the Consistory (Board of Directors) shall be elected by the Consistory with the advice and consent of the Apostolic Vicar.
Section 5.2 Chairman
The duties of the Consistory President shall be presiding over the Consistory (Board) meetings and assisting in the preparation of the agendas. He or she shall be responsible for calling Board meetings, seeing that minutes are taken and distributed, that the treasurer is discharging the duties as set forth herein, and whatever duties and obligations the Consistory President assigns.
Section 5.3: Treasurer-Secretary
The Treasurer-Secretary shall be responsible for the bank account, paying bills, keeping the books. He or she shall keep corporate records, take and distribute the minutes of corporate meetings and otherwise execute the office as determined by the Board.
Section 5.4: Initial Officers/Incorporators
(1) (Rt. Rev.) Michael Melchizedek, ... Lincoln, NE
(2) (Rev.) Elizabeth Brown, ... Seward, NE
(3) (Bro.) Anthony David Sanders, ... Louisville, KY
ARTICLE VI: CATEGORIES OF MEMBERSHIP
Section 6.1: Voting Eligibility
Voting members must have met the criteria, as determined by the Board, for at least one of the classes of General Membership (in Section 6.2) for a period of one year prior to an election to be eligible to vote in that election.
Section 6.2: Members of the corporation shall consist of four categories:
(1) Associate Members, (2) Supporting Members, (3) Consistory (Board) Members,
(4) Ordinary Members.
ARTICLE VII: DURATION
This Corporation shall have perpetual duration unless otherwise dissolved.
ARTICLE VIII: GOVERNANCE
The governing body of this Corporation shall be the BISHOP and the Consistory (Board of Directors).
ARTICLE IX: SUCCESSION OF THE BISHOP
Section 7.1: Appointment
The Apostolic Vicar may appoint a successor, subject to review by the voting membership. A dated Successors List, or notice of no appointment, will be held by the corporate Secretary. This list, when possible, should have at least three names ranked in order of preference. Whenever the list is amended or updated, the date of the new list will be noted in the corporate minutes. In case of the death or incapacity of the Apostolic Vicar to serve, the Board will contact those named on the list. The highest ranking person named on the list to accept the position will become Interim Vicar, able to act as Apostolic Vicar until confirmation. The Board must contact the voting membership and arrange for a vote of approval to be held within six months of the acceptance of the Interim Vicar. Voting members may vote “yea” or “nay” on the appointment, with a majority of two-thirds of the votes cast against confirmation required to overturn the appointment.
Section 7.2: No Appointment
In the absence of a Successors List, or if no one on the Successors List accepts the position of Apostolic Vicar, the Board of Directors is fully empowered to conduct the business of the Church until a replacement is found. The Board shall contact higher church authority, such as the Synod, to assist in finding a replacement. When the Board makes a selection, it is put before the voting members for ratification. A sixty percent (60%) majority of the votes cast in approval is required to ratify the selection.
ARTICLE X: INDEMNIFICATION
Section 1. The corporation shall indemnify any person who was or is a party or is threatened with being made a party of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including all appeals by reason of the fact that said person is or was a Council member of the corporation, or is or was serving at the request of the corporation in any capacity, against expenses (including attorney fees), judgments, decrees, fines, penalties and amounts paid in settlement actually and reasonably incurred by said person in connection with such action, suit or proceeding if said person acted in good faith and in the manner the person reasonably believed to be in or not opposed to the best interest of the Corporation, or in respect to any criminal action or proceeding had no reasonable cause to believe such a conduct was unlawful, insofar as indemnification for these actions is permitted under Nebraska Revised Statutes and these Articles of Incorporation.
Section 2. Unless indemnification is ordered by a court having jurisdiction, any indemnification shall be made by the corporation only as authorized in the specific case upon determination that indemnification of the Consistory member is proper in the circumstances, because the applicable standards of conduct set forth in these Articles have been met. Such determination shall be made by:
(a) The Consistory on a majority vote of a quorum consisting of Board members who were not parties to such action, suit or proceeding; or
(b) If such a quorum, as described above, is not obtainable or upon the direction of a majority of a quorum of disinterested Board members, by independent legal counsel (compensated by the Corporation) in a written opinion; or
(c) A committee of at least two disinterested Board members appointed by the Apostolic Vicar.
Section 3. The expenses for defending against any action, suit or proceeding may be advanced by the Consistory, provided the Board member furnishes a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct and agrees to repay amounts advanced by the corporation, if it is ultimately determined that he or she did not meet the standard of conduct. The agreement of the Board member shall be evidenced by a written agreement.
Section 4. The indemnification provided by this Article shall not be deemed exclusive of or in any other way to limit any other rights, to which any person indemnified may be or may become entitled by these Articles of Incorporation or the operation of law.
ARTICLE XI: AMENDMENTS TO THE ARTICLES AND BYLAWS
These Articles of Incorporation shall also serve as By-laws. They may be amended from time to time as the Board deems necessary, by a vote of two-thirds majority.
ARTICLE XII: OPERATING NAMES
Operating names for other entities, Parishes, missions or ministries under the auspices of The Eastern Apostolic Church must be approved by a majority vote of the Board.
ARTICLE XIII: DISSOLUTION
Upon the dissolution or winding up of this Corporation, its assets remaining after payment of or provision for payment of all debts and liabilities of this Corporation shall be distributed to a nonprofit corporation which is organized and operated exclusively for religious and/or charitable purposes, and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code as deemed appropriate by the Temple Council, in accordance with applicable State and federal laws.
(Signatures / Seal)
