Articles of Incorporation & Bylaws

Articles of Incorporation
Of
N.A.T.I.O.N.Strategy

Article I

The name of the corporation shall be N.A.T.I.O.N.Strategy

Article II

The principal place of business shall be in the city of Peoria, Arizona, Maricopa County.

Article III

The duration of the corporation shall be perpetual and the corporation will not have members.

Article IV

This corporation is organized exclusively for religious, educational, and charitable purposes within the meaning of Section 501©(3) of the Internal Revenue Code of 1986, and any or all lawful business for which nonprofit corporations may be incorporated under the laws of the State of Arizona, as they may be amended from time to time. Activities may include, but are not limited to, preaching, teaching, counseling, consulting and the performance of sacerdotal functions, as well as the provision of materials and supplies to individuals, groups, churches and para-church ministries.

Article V

No part of the net earning of the corporation shall inure to the benefit of, or be distributable to its members, Directors, officers, or other private persons, 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 purposes set forth in Article IV hereof. 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 (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on: (a) by a corporation exempt form Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986, (or the corresponding provision of any future United States Internal Revenue law) or: (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue laws).

Article VI

Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the corporation, transfer all of its assets to such organizations organized and operated exclusively for charitable, educational or religious purpose as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue laws) as the Board of Directors shall determine. Any such assets not disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purpose or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purpose.

Article VII

The annual meeting of the corporation is to be held at a place within or without the state as fixed by the bylaws.

Article VIII

The name and address of the present Statutory Agent of the corporation is Ed Delph, 7420 W. Cactus Ave., Suite B-1, Peoria, AZ 85381

Article IX

There shall be no less than three Directors. The names and addresses of the persons, all citizens of the United States, who are to serve as Directors and officers until the first annual meeting of Directors, or until their successors are appointed, are:

Ed Delph, President
Mike Richardson, Secretary/Treasurer
Mike Nave, Vice-President

The incorporators shall be Ed Delph, Mike Richardson and Mike Nave whose addresses are stated above.

Article X

The private property of the officers and Directors of this corporation shall be forever exempt from liability form its corporate debt.

Article XI

No Director of the corporation who serves on the Board of Directors or who serves on the Board of Directors in an advisory capacity in the manner and to the extent provided by A.R.S. Section 10-3202 shall be personally liable to the corporation for monetary damages for breach of fiduciary duty as a Director; provided, however, that this Article shall not eliminate or limit the
Liability of a Director for (a) the amount of a financial benefit to which the Director is not entitled; (b) intentional infliction of harm on the corporation or its members; (c) a violation of A.R.S. Section 10-3833; (d) an intentional violation of criminal law; (e) a violation of A.R.S. Section 10-1097 - member and director conflict of interests.

Bylaws of N.A.T.I.O.N.Strategy

Article I

Name

Sec. 1. The name of the Corporation (hereinafter called Ministry) shall be N.A.T.I.O.N.Strategy.

Sec. 2. The principal office of the Ministry shall be in Peoria, Arizona.

Sec. 3. The corporation may also have offices at such other places both within and without the state of Arizona as the Board of Directors may from time to time determine or the activities of the corporation may require.

Article II

Members

Sec. 1. The corporation shall have no members.

Article III

Object, Purpose and Powers

Sec. 1. The Ministry is a not-for-profit organization organized exclusively for religious, charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.

Sec. 2. The specific object and purposes of the Ministry shall be the networking of Christian Churches, Church Leaders, Denominations, and Church Movements in various nations for the purposes of: demonstrating a united Church to the people of the nations; releasing Apostolic Ministry into the mainstream of Christianity locally, nationally, and internationally; and modeling Church unity, Apostolic Ministry, teaming concepts and Apostolic accountability to the local church context and outside the local church context; in the broadest possible sense, as set forth in the Articles of Incorporation.

Sec. 3. The Ministry shall offer services to individuals, groups, churches and para-church organizations.

Sec. 4. In furtherance of the purposes described herein, but not in limitation thereof, the Ministry shall have all powers granted by law to preach, teach, counsel, consult and perform sacerdotal functions; provide services, supplies and products; collect and disseminate statistics and other information; conduct research, accept grants, gifts, and donations; engage in various fund raising activities; conduct promotional activities including advertising and publicity in or by any suitable manner or media; charge fees; and hold such property as is necessary to accomplish its purposes.

Article IV

Board of Directors

Sec. 1. The Board of Directors has the general power to (1) control and manage the affairs, funds, personnel and property of the Ministry; (2) disburse the Ministry's monies and dispose of its property in fulfillment of its corporate purpose; provided, however, that the fundamental and basic purposes of the Ministry shall not thereby be amended or changed and provided further that the Board of Directors shall not permit any part of the net earnings or capital of the Ministry to inure to the benefit of any private individual.

Sec. 2. The Board of Directors shall appoint an Executive Director who shall be responsible to the Board for the management and staffing of the Ministry.

Sec. 3. The Board of Directors shall consist of no less than three (3) and no more than fifteen (15) members, all of who shall be elected by the Board of Directors. Ex-officio members and members emeriti may be appointed as desired by the Board of Directors. Ex-officio members shall not be entitled to vote on any mater requiring the act of the Board of Directors.

Sec. 4. Directors shall be elected to office for a term of three (3) years commencing immediately upon their election. A Director elected to an unexpired term of office shall be eligible to serve additional terms of office as elected by the Board of Directors.

Sec. 5. Any Director may resign by giving written notice of his or her resignation to the Board or to the President or Secretary of the Ministry. Such resignation shall take effect at the time specified in such notice and the acceptance of such resignation shall not be necessary to make it effective.

Sec. 6. A Director, other than the Founder, Ed Delph, may be removed from office, with or without cause, by a majority vote of the Board of Directors at a duly convened meeting of the Board.

Sec. 7. Any vacancy occurring in the Board of Directors by reason of death, resignation or removal shall be filled by a majority vote of the Board of Directors at a duly convened meeting of the Board. A Director so elected to fill a vacancy occurring in the Board of Directors shall hold office for the unexpired portion of the original term.

Sec. 8. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board of Directors, expenses of attendance, if any, may be reimbursed to any Director for attendance at each regular or special meeting of the Board of Directors or any meetings of any committee of the Board of Directors of which such Director is a member.

Article V

Meetings

Sec. 1. The Board of Directors shall annually hold business meetings at such place and time as designated by the Chairman of the Board of Directors.

Sec. 2. Ay one or more members of the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Sec. 3. The annual meeting of the Board of Directors shall be held on a date designated by the Chairman occurring in the first quarter of the calendar year. Written notice shall be given at least sever (7) days prior to the date of the annual meeting.

Sec. 4. Special meetings may be called by the Chairman of the Board of Directors or the Founder. Written notice shall be given seven (7) days prior to the date of the meeting unless through prior agreement of all members, such notice is suspended.

Sec. 5. A majority of the number of Directors entitled to vote shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Sec. 6. The act of the majority of the Directors entitled to vote and present at a meeting at which a quorum is present, shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation, or as otherwise provided in these Bylaws.

Article VI

Officers

Sec. 1. The officers of the Ministry shall be President, Vice President, Secretary, Treasurer, Chairman of the Board, and such other officers and assistant officers as may be deemed necessary by the Board of Directors. One person may hold more than one (1) office, except by law no officer can be both President and Secretary. Any office may be left unfilled unless required by law.

Sec. 2. Candidates for office, other than President, shall be nominated by the Executive Committee and by nominations from the floor. Elections shall be held at the annual meeting and may be by secret ballot.

Sec. 3. Officers of the Ministry shall be elected annually, except for the President, who serves in perpetuity. Each officer shall hold office until said officer's successor shall have been duly elected and shall have qualified, or until said officer's earlier death, resignation, or removal.

Sec. 4. Any officer or agent, excluding the President, may be removed, with or without cause, by a majority vote of the entire Board of Directors whenever in its judgment the best interests of the Ministry will be served thereby.

Sec. 5. The President may be removed as an officer and/or Board Member for cause by a unanimous vote of the entire Board of Directors at a duly convened meeting of the Board of Directors after presentation and discussion of the cause(s) for dismissal. If the removal is contested by the President, then Article XIV, Disputes, shall be followed.

Sec. 6. A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office, or any other reason, may be filled by the Board of Directors for the unexpired portion of the term.

Sec. 7. The officers shall perform the duties prescribed by these Bylaws and by the parliamentary authority adopted by this Ministry.

Article VII

Executive Committee

Sec. 1. The Executive Committee shall consist of the officers of the Ministry and any other individual so appointed by a majority vote of the Board of Directors at a duly constituted meeting wherein a quorum is present.

Sec. 2. The Executive Committee is authorized to transact the business of the Ministry between regular meetings, making decisions which cannot wait for regular Board meetings; provided, however, that the Executive Committee shall not have the authority of the Board of Directors in reference to the following maters; (a) the filling of vacancies on the Board of Directors or any committee of the Board of Directors; (b) the adoption, amendment or repeal of the Ministry's Bylaws; and (c) the sale or purchase of major assets of the Ministry. Reports of actions taken shall be made at the next regular Board meeting.

Article VIII

Duties of Officers

Sec. 1. The President, Ed Delph, shall, by virtue of his founding role, be appointed in perpetuity but may be removed for cause. The President shall maintain a guardianship role of spiritual oversight of the vision, mission and practices of the Ministry. He shall be an ex-officio member of all committees.

Sec. 2. The Chairman of the Board shall be the chief elected official of the Corporation and shall fill the duties of Chairman of the Board of Directors as prescribed in these Bylaws; preside at all meetings of the Board and Executive Committee; appoint committees, standing and special, as may be deemed necessary; is ex-officio member of all committees; the chairman has general supervision over the activities of the Board of Directors.

Sec. 3. The Vice President assists the President in the performance of prescribed duties; assumes the duties of the President in the absence of that officer and performs such other duties as may be assigned by the President or Chairman of the Board of Directors.

Sec. 4. The Secretary is the recording officer of the Board of Directors and the custodian of its records; duties include recording minutes of meetings of the Executive Committee and regular meetings of the Board; keeping a file of all reports; conducting correspondence; performing related duties as may be assigned by the President and/or the Chairman of the Board of Directors.

Sec. 5. The Treasurer is the financial officer of the Board of Directors and shall also act as the Chair of the Finance Committee, which shall work with the Executive Director in (1) preparation of budgets, (2) financial reports, and other related duties as assigned by the Chairman of the Board of Directors.

Article IX

Board of Advisors

Sec. 1. The Board of Directors may appoint from time to time any number of persons or advisors of the Ministry to act either singly or as a committee or committees. Each such advisor shall hold office during the pleasure of the Board of Directors and shall have only such authority or obligations as the Board of Directors may from time to time determine.

Sec. 2. Advisors may receive, directly or indirectly, salary or other compensation for their services, and, by resolution of the Board of Directors, reimbursement of expenses may be allowed to any advisor for expenditures reasonably incurred on behalf of activities for the benefit of the corporation.

Article X

Executive Director

Sec. 1. The Executive Director is appointed by the Board of Directors and serves, without vote, as an ex-officio member of the Board and all Board Committees. The Executive Director is responsible for the management and staffing of the Ministry and the implementation of policies as established by the Board of Directors.

Article XI

Committees

Sec. 1. Standing Committees may be established by the Board of Directors as it deems necessary.

Sec. 2. Standing Committees of the Board of Directors may include any or all of the following:

A. Program Committee: Responsible for the regular review of al programs in light of agency mission and resources; responsible for recommending the continuation or discontinuation of current programs; responsible for reviewing new program proposals and recommending those to be accepted; responsible for recommending the institution of major program revsions.

B. Program Committee: Responsible for developing and recommending a profile of Board membership and identifying how current Board members fit the profile; responsible for identifying the special skills and attributes needed for Board membership as well as membership requirements; responsible for nominating individuals for election to Board officer positions; responsible for insuring that Board members receive appropriate orientation; responsible for reviewing the service of each Board member on an annual basis.

C. Finance Committee: Responsible for working with staff to create the upcoming fiscal year budget; responsible for presenting budget recommendations to the Board; monitors implementation of the approved budget on a regular basis and recommends proposed budget revisions; recommends to the Board appropriate policies for the management of the Ministry's assets.

D. Fund Raising Committee: Responsible for working with staff to create a series of annual goals for each source of contributed income and for establishing time frames for the raising of funds from each source of income category; responsible for assuring the timely raising of funds to meet goals and objectives.

E. Endowment Committee: Responsible for investing gifts to the endowment fund and dividends there from within the guidelines established by the Board of Directors; promotes and encourages giving to the endowment fund and consults with individual donors to advise regarding mechanisms for giving available through the Ministry.

F. Marketing Committee: Responsible for developing a marketing plan to gain broad acceptance of the Ministry's plans and objectives and to activate a determined public relations campaign.

G. Strategic Planning Committee: Responsible for analyzing the Ministry's organization and its environment and for creating an orderly program to guide the Ministry's future development.

Sec. 3. The Chairman shall appoint AdHoc Committees on an as needed basis for specific functions.

Sec. 4. All Committees with delegated executive or management authority must be made up only of members of the Board of Directors. Committees acting in an advisory capacity to the Board may be made up of non-board members.

Sec. 5. The Chair of each Committee shall be appointed by the Chairman.

Sec. 6. Each Standing Committee shall meet on a regular basis (as needed) at meeting times designated by the Chair and shall submit a report to the Executive Director on or before seven (7) days before the next regularly scheduled meeting of the Board of Directors for distribution to the Board in preparation for said meeting.

Article XII

Miscellaneous

Sec. 1. Fiscal Year. The fiscal year of the Ministry shall be from January 1 until December 31.

Sec. 2. Indemnification. Unless otherwise required by statute, every Director, officer and other volunteer of the Ministry shall be indemnified by the Ministry against costs incurred by reason of his or her civil liability arising form his or her participation in the activities of the Ministry and its related and subsidiary activities, including all reasonable expenses of the defense against or the settlement of claims of such liability, except to the extent that any policy of insurance of the Ministry or of such volunteer shall provide payment for such costs, and except to the extent that a final judgment may be entered against such volunteer based upon a judicial determination that such volunteer intentionally and wrongfully inflicted the damages for which such volunteer is held liable. The reasonable expenses of the defense of a volunteer against a claim of civil liability may be advanced by the Ministry. In addition, the Ministry (a) may indemnify volunteers against the costs of legal defense against criminal charges arising from the volunteer's participation in the activities of the Ministry and its related and subsidiary activities, but only to the extent not paid under any policy of insurance and only upon a dismissal of such charges without a finding of the volunteer's criminal responsibility therefore, and (b) may indemnify volunteers against legal expenses in investigatory or administrative proceedings arising from the volunteer's participation in the activities of the Ministry and its related and subsidiary activities, but only to the extent not paid under any policy of insurance.

Sec. 3. Signatures: Checks, notes, drafts, and other orders for the payment of money shall be signed by such persons as the Board of Directors form time to time may authorize. The Treasurer shall keep a current record of such authorizations.

Sec. 4. Exemption from Taxes: No part of the net earnings of the Ministry shall inure to the benefit of or be distributable to its members, Directors, officers, or other private persons, except that the Ministry shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of tax-exempt purposes under Section 501(c)(3) of the Internal Revenue Code. The Ministry shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income taxation under the Internal Revenue Code, as amended and by a corporation, contributions to which are deductible under the Internal Revenue Code, as amended.

Article XIII

Parliamentary Authority

Sec. 1. ROBERT'S RULES OF ORDER, NEWLY REVISED shall govern the Corporation in all cases to which they are applicable, except where modified by a majority vote of the Board of Directors, and in which they are not in conflict with the Bylaws or the Articles of Incorporaiton of the Ministry.

Article XIV

Disputes

Sec. 1. Disputes between Directors, officers, staff, advisors, employees or the Ministry regarding this Ministry, its business or affairs, or actions taken or not taken by its officers, Board of Directors, advisors, employees or any other person on behalf of the Ministry shall be settled by:

A. A three-fourths (3/4) vote of a combined meeting of the Board of Directors. Notice shall be given to all parties involved in the dispute of the meeting and purpose or purposes for which the meeting is called, at least seven (7) working days prior to the meeting. Notice shall be either hand-delivered or sent by certified mail, return receipt requested. The decision reached by the Board shall be final and binding on all parties. If a three-fourths (3/4) vote cannot be achieved, then the following procedure shall be followed.
B. The dispute shall be submitted to third party mediation. The mediator, or panel of mediators is to be selected from outside the membership of the Board of Directors. The person, organization, or persons, shall be recognized by the general Christian community to have a proven, public ministry. The mediator is to be recommended by the Founder/President of the Ministry and approved by a three-fourths (3/4) vote of the Board. Notice shall be given seven (7) days prior to the hearing and shall state the purpose or purposes for which the meeting is called. Notice shall be given I the manner described in Sec. 1. A. above. The decision reached by the mediator shall be final and binding on all parties.
C. It is the intent and desire of this Ministry that no dispute be subject to the jurisdiction of the Courts of the United States, federal or state. But that all disputes be resolved by the above-stated procedures.

Article XV

Dissolution

Sec. 1. Upon the dissolution of the Ministry, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the Ministry exclusively for the purposes of the Ministry in such manner, or to such organization or organizations organized and operated exclusively for charitable, education, or religious purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine.

Article XVI

Amendment of Bylaws

Sec. 1. Thee Bylaws may be amended at any regular meeting of the Board of Directors by a two-thirds (2/3) vote of those present, provided a quorum is present and provided that the amendment has been submitted in writing to the Board of Directors at least seven (7) days prior to such regular meeting.

CERTIFICATE of SECRETARY

I, the undersigned, hereby certify that the foregoing Bylaws have been duly adopted by the Board of Directors of N.A.T.I.O.N.Strategy at a meeting duly held on ____________________, 2000 that they included all amendments adopted through this date, and that they have not been further amended, rescinded or repealed, and are currently in effect.

That I was duly elected or appointed to serve, and I did serve as Secretary of such meeting.

IN WITNESS WHEREOF, I have hereunto subscribed my name on ___________________, 2000.

____________________________________
Mike Richardson
Secretary of N.A.T.I.O.N.Strategy