By-Laws

BY-LAWS OF PJA MINISTRIES, INC.

Article I – Name

The name shall be the PJA Ministries, Inc., (hereafter known as Patrick J. Austin Ministries), incorporated on July 31, 2014 as a Florida Not for Profit Corporation.
Article II – Offices

The Corporation shall maintain in the State of Florida a registered office and a registered agent located at the registered office.  The Board of Directors may by simple majority of minimum 2/3 quorum, change the location of the registered office and the person designated as the registered agent. The corporation may also have other offices at such places as the Board of Directors may fix by resolution.
Article III – Purpose

Our main focus is to reach the lost and see souls saved.  We however, are not a church we are an outreach ministry.  Our goal is to help unite ministries within the community and work as a unified body to accomplish ministry. Our primary focus however, is to reach inner city youth in the Escambia County area. We want to teach them through mentoring programs and educational opportunities their self-worth. We will also educate them economically through our financial management courses for teens.  Give them resources to help them achieve their goals in life and in education.  Each year we have a Back to School Youth Explosion that we used as a platform to minister to young people.  We will continue to use this as an engine to connect with the community and reach as many youth for Christ as possible.
Article IV – Mission Statement    

PJA Ministries, Inc. is a Non-Profit Christian Outreach and evangelistic ministry.  We have been called to share the gospel and present the love of Christ to all.  Teach people how to apply the biblical truth to every aspect of their lives and encourage God’s people to serve the world around them.  Provide global humanitarian aid, feed the hungry, clothe the poor, minister to the elderly, widows, and orphans, visit prisoners and reach out to people of all ages and in all walks of life.  To offer foundational faith, integrity, and share our vision with supporters who share this call.

Article V – Tenets and Goals

Section 1. We believe that every human being has the God-given right to know the love of Jesus Christ.  We as Christian leaders have mandate and responsibility to provide the education and introduction of Christ to them.  We believe that the inner city youth should be given a fair opportunity to become something other than a statistic.  By offering the youth explosion and other positive programs such as the mentoring program and the financial management youth program, we plan to give them more options to help them make better educated decisions.
Section 2. We believe that in everything we do there must be a standard of excellence. Trusting the workings of the Holy Spirit, we affirm that all individual members of this organization are completely autonomous in their activities and will be responsible in their conduct while participating in any activities PJA Ministries, Inc. is affiliated with or operating under PJA Ministries, Inc.

Section 3.  Goals

  1. A. To seek a deeper learning and walking out our Christian faith by:
  2. Promoting the Catechism of Biblical Teachings as the ultimate resource for      authentic faith.
  3. Create a mentoring program within the community.
  4. Set up a scholarship fund for inner city youth to further their education.
  5. Set up a program for single parents to receive help with purchasing school clothes and school supplies for their children.
  6. Create a mentoring program for young boys and girls that will help promote healthy lifestyles and sound wisdom impartation.
  7. Create a financial management for youth to help the promote wealth within their community and their homes.
  8. Create an anti-bullying program among the youth as a peer to peer workshop program.
  9. Promote the Arts within low income community to cultivate the culture within the community.
  10. Set up inner city bible studies for youth and parents to help create harmony in the community.
  11. Providing spiritually-oriented group activities (e.g. group retreats, field trips and other actives that promotes spiritual growth).
  12. To provide a school of ministry for ministers in training, so that they are equipped and understand their calling.
  13. B. To establish an intimate community of families whose goal is:
  14. To develop a passionate love for Christ.
  15. To train and develop others that will tell the world of Christ.
  16. To set up and develop family values for young teen parents.
  17. To work with other Christians organization to promote oneness in churches
  18. To become effective witnesses in the community.
  19. C. To provide personal support and encouragement by:
  20. Establishing a network of parents dedicated to encourage and to build each other up.
  21. Providing a relaxed, trusting environment where youth can share challenges as well as successes.
  22. Assisting one another through practical suggestions and ideas on how to lighten the load in our daily struggles (i.e. setting goals, planning, organizational hints, avoiding burnout, and discipline).
  23. Providing communication through newsletters, meetings and e-mail.

 Article VI  Members

Section 1. This organization shall have registered members, for the purpose of availing themselves of support, communication, and community sponsored activities as approved and organized at the direction of the Board of Directors.

Section 2. Members of this organization are those who are true believers in Jesus Christ.  Those who have a desire to serve the community through outreach services (giving back to the community spiritually and physically).  People that has a passion to help young people.

Section 3. Dissolution of Membership

  1. Any member who actively encourages, promotes or attempts to recruit other members, at PJA Ministries, Inc. functions or activities, into activities in direct contradiction to the stated Purpose, Mission Statement, Tenets and Goals of the organization is subject to removal by the Board of Directors.
  2. Any member meeting the aforementioned reasons for removal, and who fails to resign membership or to amend their offending activities to the satisfaction of the Board of Directors, may be removed from membership of the organization by a two-thirds (2/3) affirmative vote for removal by the Board of Directors.

Section 4.  Membership Fees & Reimbursement

  1. A. There are no membership fees for this organization.
  2. B. Members are able to donate to the organization.
  3. Donations are non-refundable.

Article VII Board of Directors
Section 1.  The Governing Authority shall be known as the Board of Directors, and shall have plenary powers to do all things necessary and proper to operate PJA Ministries, Inc. in accordance with the stated purpose, tenets, goals and mission statement of the organization.
Section 2. Composition – The Board of Directors shall consist of registered community members.
Section 3.  Number – The Board of Directors shall consist of at least three (3) members and not more than six (6) members with one vote per member.
Section 4. Qualifications – Each member of the Board of Directors shall:
A. Sign an affirmation of PJA Ministries, Inc. Mission Statement and Goals.
B. Be practicing Biblical beliefs in their family life.
C. Be in fidelity to the teaching the word of God and biblical principles.
E. Have agreed to serve the community in accordance with the requirements and duties of a Board member, including attendance at Board Meetings and community sponsored formation activities, as defined within the current and applicable PJA Ministries, Inc. organizational chart.
Section 5. Terms of Office – A Board member has no restricted terms of service and may serve as long as they meet the Qualifications, desire to serve, and have not been removed from office by the Board of Directors (without reinstatement).
Section 6. Manner of Election – The Board shall elect its own members.  A Board member shall not vote on their own appointment (or removal), for obvious reasons.  Sitting Board members may submit a nomination for a new Board member to the Board of Directors for consideration when there are vacancies in the Board. The Board of Directors prefers that nominations be made for Board consideration at the Annual Meeting (i.e. the first meeting of each new school year).  Election of a nominee to the Board of Directors shall be by at least two-thirds (2/3) affirmative vote of the members of the Board of Directors.
Section 7. Removal – Any Board member who fails to meet the qualifications as set forth in this document is expected to voluntarily resign, or may be removed by two-thirds (2/3) vote of the Board then currently in office.  Additionally, any Board member may be removed from the Board, with or without cause, by a unanimous vote of the remaining members of the Board then in office.
Section 8. Vacancies – Vacancies in the Board of Directors caused by the death, resignation, removal of a member, or a newly created position may be filled by election by a 2/3 affirmative vote of the remaining Board members at the time that the vacancy occurs, provided a qualified nominee is presented for election by a sitting board member.
Section 9. Compensation – Members of the Board of Directors may receive reasonable reimbursement for expenses incurred in the maintenance of their duties on behalf of the organization (as approved by the board), but shall not be compensated for their service as board members.  Persons who render service to the organization in some capacity other than as a member of the Board of Directors may be compensated for their services only when approved by the Board of Directors in advance.
Article VIII Officers
Section 1. Titles
The offices of this corporation shall consist of at least Three (3) offices – Chief Executive Officer, Chief Operating Officer, Treasurer – and shall be selected by the Board of Directors at the annual meeting. Board members serving as officers do not forfeit their voting rights.
A. The officers shall be selected from the sitting Board of Directors.
B. The officers may serve an unlimited number of terms.
Section 2. Removal – Any officer may be removed by a minimum two-thirds (2/3) vote of the Board of Directors then in office, with or without cause.
Section 3. Executive Officer – The Executive Officer shall preside at meetings of the Board, compose Board meeting agendas, maintain relationships with other state and national home school organizations, and oversee and coordinate the business of the organization, except where specific duties are delegated by the Board to other individuals. The Executive Officer, by permission of the board, may assign administrative responsibilities to another individual, whether paid or unpaid, said individual serving as a non-voting ex officio member of the Board.
Section 4. Chair- The Chair shall assist in the fulfillment of the duties and responsibilities of the office of Executive Officer. The Chair shall be the presiding officer in the absence of the Executive Officer and have the same authorities and powers while presiding in the absence of the Executive Officer.
Section 6. Secretary – The Secretary shall keep or cause to be kept correct and accurate accounts of the property and financial transactions of the organization and in general perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by the Board. The Secretary, by permission of the Board, may assign certain of his responsibilities to another individual, whether paid or unpaid, said individual serving as a non-voting ex officio member of the Board.
Article IX Committees
Section 1. Executive Committee – There shall be no Executive Committee.  Any and all on-going major financial, budgetary, disciplinary issues occurring between Board meetings will necessitate special meetings of the Board of Directors.  This does not affect the ability of Officers to perform their ordinary duties, and the subsequent reasonable decisions that must be made in regards to ordinary and daily functions of the organization.
Section 2. Other Committees – Committees may be established (or dissolved) from time to time by the Chief Executive Officer of PJA Ministries or by action of the Board of Directors.  Committee coordinators also may be appointed (or removed) by the Chief Executive Officer of PJA Ministries, Inc. or by action of the Board of Directors.  The purpose of all established committees is to provide services to the PJA Ministries, Inc. community in general, to consider and report on matters assigned at the time of appointment or action, and to organize PJA Ministries, Inc. sponsored activities.  A list of all committees, and/or committee coordinators will be made available to PJA Ministries, Inc. members.
Section 3. Limitations on the Powers of Committees – No committee may authorize payment of a dividend or any part of the income or profit of the corporation to its directors or officers; may approve dissolution, merger, or the sale, pledge, or transfer of any or all of the corporation’s assets; may elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; nor may adopt, amend, or repeal the Articles, bylaws, or any resolution by the Board of Directors.
Article X  Board of Director Meetings
Section 1. Regular meetings – Regular meetings of the Board of Directors shall be held at times and places established by the Board of Directors and shall be held at least quarterly.  Notice of the date, time, place or purpose of these meetings is not required.
Section 2. Special meetings – Special meetings of the Board of Directors may be held to conduct the business of the organization. The Chief Executive Officer may call such meetings on his own initiative but shall be obligated to call such meetings when requested to do so by three (3) or more other voting members of the Board. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each Board member personally or by telephone or by mail not less than two days prior to the special meeting.
Section 3. Quorum and Action – There must be a quorum present in order for the Board of Directors to conduct official business.  A quorum exists when at least 2/3 of members of the Board of Directors in office immediately before the meeting begins are present.  If a quorum is present, action is taken by an affirmative vote of 2/3 of directors present for normal business matters.  Special circumstances regarding dissolution and special conditions as stipulated in other sections of this same document are by 2/3 quorum, unless otherwise indicated in the adopted bylaws of PJA Ministries, Inc..
Section 4. Conducting business by telephone – A telephone conference call shall be considered a regular or special meeting if a quorum can be convened in the conference call such that each member involved can hear each of the other members as they speak.
Article XI. Member Activities and Meetings
Attendance at regular meetings, in accordance with the current Organizational Chart, including Couples Meetings, Mothers Meetings and Fathers Meetings is open to members and their invited non-member guests alike, with the requirement that they are completely supportive of the Mission and goals of PJA Ministries.  Attendance to all events is optional to members, with the knowledge that all activities of PJA Ministries are in accordance with the stated purposes, Mission Statement, tenets and goals of the community.  In consideration of safety to our member families and children, attendance at all child-attended activities, are restricted to members and their extended family members only.

Article XII Amendments

Section 1. Method of Amendment – The by-laws of PJA Ministries, Inc. hereafter known as “The Bylaws”, may be amended by a three-quarters (3/4) vote of the Board of Directors then in office (2/3 member quorum requirements and 2/3 vote of present board members does not apply to Amendment of bylaws).  A minimum of three-quarters (3/4) of sitting Board Members must be present for quorum and a minimum of three-quarters (3/4) of sitting Board Members must approve any proposed amendment to the Bylaws for it to be adopted.

Section 2. Articles Requiring Special Conditions for Amendment – Notwithstanding the above provisions, Articles IV, VII.2, VII.4, VII.6, VIII.1.A, XII.2 may only be amended by 100 percent approval of the sitting Board Members and no provisions for proxy voting will be allowed for any Board Member.
Section 3.  Prior to the occurrence of a meeting for the purpose of voting on a proposed amendment to The Bylaws, each Board member shall be given at least two days notice of the date, time and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to The Bylaws and shall contain a copy of the proposed amendment.

Article XIII Dissolution of Organization

This organization may be dissolved and its activities closed by a three-quarters (3/4) vote of the entire Board of Directors. After payment of all bills and proper claims, remaining assets shall be disposed of in cash or in kind by transfer to a not for profit organization(s) with purpose(s) similar to those of PJA Ministries, Inc.  Such organization(s) are to be selected by the final serving Board of Directors of PJA Ministries, Inc., prior to dissolution.

ADOPTED by the Board of Directors of PJA Ministries, Inc. on this 16th day of May, 2015 by:

 _____________________________  Patrick J Austin – Executive Director

 _____________________________  Katrice M Johnson – Chair

 _____________________________  Erica L. Mack – Secretary

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