BYLAWS

ARTICLE I. NAME AND PURPOSE

1. Name
       The name of the organization shall be FIFTHGOSPELMINISTRY, hereafter      referred to as the “Ministry.”
2. Purpose
       The Ministry is organized exclusively for religious, charitable, and      educational purposes within the meaning of Section 501(c)(3) of the      Internal Revenue Code (the “Code”). The Ministry’s general purpose is: To      provide spiritual support, guidance, and life-transforming education to      religious institutions, individuals, and communities in alignment with the      biblical message, thereby encouraging personal and community growth and      transformation.  

The specific purposes of the Ministry are:

1. To support church organizations by hosting evangelistic meetings, revival events, and educational seminars on diverse spiritual topics design to encourage and foster church growth and advancement.

2. To facilitate community outreach by organizing educational seminars that foster spiritual development, offering encouragement, and providing practical applications of biblical principles in daily life of community.

3. To provide spiritual and faith-based counseling services to individuals, couples and families, helping them confront and overcome life’s challenges through faith-based solutions.

ARTICLE II. OFFICES

1. Principal Office
       The principal office of the Ministry is located at 20 Pillory Ln, Palm      Coast, Florida, zip code 32164. 
2. Other Offices
       The Ministry may have offices at such other places as the Board of      Directors may from time to time determine.

ARTICLE III. TAX-EXEMPT STATUS

1. Compliance with Internal Revenue      Code
       The Ministry is organized and shall be operated exclusively for religious,      charitable, and educational purposes within the meaning of Section      501(c)(3) of the Internal Revenue Code, and may receive contributions      deductible under Section 170(c)(2) of the Code. Notwithstanding any other      provision of these Bylaws, the Ministry shall not carry on any activity      not permitted to be carried on by an organization exempt from federal      income tax under Section 501(c)(3) of the Code.
2. No Private Inurement
       No part of the net earnings of the Ministry shall inure to the benefit of,      or be distributable to, its Directors, officers, or other private persons,      except that the Ministry is authorized to pay reasonable compensation for      services rendered. Compensation levels shall be determined by the Board of Directors      using appropriate data to ensure that compensation is not excessive and is      comparable to and customary to similar organizations. 
3. Political and Legislative      Activities
       The Ministry shall not participate in or intervene in any political      campaign on behalf of (or in opposition to) any candidate for public      office. The Ministry may engage in insubstantial lobbying efforts to      influence legislation relevant to its purposes, as permitted by Section 501(c)(3)      of the Code and applicable regulations.

ARTICLE IV. MEMBERSHIP

This ministry shall not have formal membership. It is established as a nonprofit religious organization dedicated to its mission and purpose. While the ministry does not maintain a structured membership system, it welcomes and values the support, participation, and voluntary contributions of individuals who share its vision and desire to serve.

Volunteers and supporters may engage in the ministry’s activities, assist in its outreach efforts, and contribute their time, talents, and resources in alignment with the ministry’s objectives. Participation as a volunteer or supporter does not confer any voting rights, governance authority, or legal standing within the organization. The ministry reserves the right to establish guidelines and expectations for volunteers and supporters to ensure that all activities remain consistent with its mission, values, and operational policies.

ARTICLE V. BOARD OF DIRECTORS

1. General Powers
       The affairs of the Ministry shall be managed by or under the direction of      the Board of Directors (the “Board”). The Board is responsible for overall      policy and direction of the Ministry. 
2. Number and Qualifications
       The Board of Directors shall consist of three (3) directors. The      President, Secretary, and Treasurer of the Ministry shall also serve as      the three Directors. 
3. Term of Office
       Each Director shall serve for a term of four (4) years, or until a      successor is elected and qualified. Directors may serve consecutive terms      if re-elected.
4. Election or Appointment
       Directors may be elected by a majority vote of the existing Board at the special meeting      called for that purpose or by any other means deemed appropriate by the      Board.
5. Vacancies
       Vacancies on the Board shall be filled by a majority vote of the remaining      Directors. Any Director appointed to fill a vacancy shall serve the      unexpired term of their predecessor.
6. Removal
       Any Director may be removed for cause by a two-thirds (2/3) vote of the      remaining Directors at a meeting called for that purpose. Cause may      include, but is not limited to, misconduct, neglect of duty, violation of      these Bylaws, or actions that conflict with the Ministry’s mission or best      interests. The Director subject to removal shall receive written notice,      which may include electronic notice, of such proposed action at least ten      (10) days in advance.

ARTICLE VI. OFFICERS

1. Officers
The officers of the Ministry shall be the President, Secretary, and Treasurer, each of whom shall also serve on the Board of Directors. 

2. Election and Term of Office
Officers shall be elected by the Board of Directors at the special Board meeting for a term of four (4) years and may serve consecutive terms if re-elected.

3. Duties

1. President: Serves as the chief executive officer, presides at Board meetings, and ensures directives are carried out. President has authority to sign contracts or legal documents on behalf of the Ministry, unless the Board directs otherwise.

2. Secretary: Maintains meeting minutes, official records, and provides notices.

3. Treasurer: Oversees financial records, bank accounts, and prepares financial statements.

Officers shall perform all other duties incident to their office and as assigned by the Board

4. Removal
Any officer may be removed for cause by a majority vote of the Board. Cause may include, but is not limited to, misconduct, neglect of duty, violation of these Bylaws, or actions that conflict with the Ministry’s mission or best interests. The officer subject to removal shall receive written notice, which may include electronic notice, of such proposed action at least ten (10) days in advance.

5. Vacancies
A vacancy in any office shall be filled by the Board for the unexpired portion of the term.

ARTICLE VII. COMMITTEES

1. Creation of Committees
       The Board may create one or more committees as needed, either standing or      ad hoc, to further the Ministry’s purposes. Committee members shall be      appointed by, and serve at the pleasure of, the Board. The Board may      appoint Directors and/or other individuals it deems qualified.
2. Powers
       Committees shall have such authority as is granted by the Board at time of      their creation, except that no committee shall have authority over matters      reserved exclusively for the Board by law.

ARTICLE VIII. MEETINGS

1. Regular Meetings
       Regular meetings of the Board shall be held at least quarterly at a time      and place determined by the Board.
2. Special Meetings
       Special meetings may be called by the President or any two Directors.      Written or electronic notice stating the date, time, and location shall be      provided to each Director at least three (3) days prior to the meeting.
3. Quorum
       A majority of the Directors then in office shall constitute a quorum for      the transaction of business.
4. Manner of Acting
       The act of a majority of the Directors present at a duly called meeting at      which a quorum is present shall be the act of the Board, unless otherwise      specified by law or these Bylaws.
5. Participation by Electronic Means
       Directors may participate via telephone or video conferencing, and such      participation shall constitute presence in person at the meeting.

ARTICLE IX: FUNDRAISING AND FINANCIAL MANAGEMENT

1. Sources of Funding

The ministry shall be funded through various sources to support its mission and operations, including but not limited to:

1. Donations and Contributions – The ministry shall accept financial contributions, tithes, offerings, grants, and other donations from individuals, churches, businesses, and community organizations that support its mission.

2. Speaking Engagements – The ministry may generate revenue through invitations for speaking engagements, conferences, seminars, and other public events where its leaders or representatives are invited to share message that further ministry’s mission and purpose.

3. Educational Seminars – The ministry may organize public seminars designed to address the spiritual and practical needs of the community. Entrance fees may be collected solely to cover the costs associated with organizing and providing these seminars, in accordance with customary industry practices.

4. Counseling Services – The ministry may offer spiritual and faith-based counseling services in exchange for reasonable compensations that are customary and in accordance with the industry standard, applying applicable state and federal laws.

5. Pastoral services – The ministry may offer and perform services such as wedding ceremonies, baptisms, and funerals for reasonable compensations that are customary and aligned with industry standards. These compensations are solely to cover the costs associated with providing these services.

6. Other Lawful Fundraising Activities – The ministry may engage in other revenue-generating activities that align with its religious mission and comply with all applicable federal and state laws.

2. Use of Funds

All funds received shall be used solely for the purpose of fulfilling the ministry’s mission and supporting its programs, operations, and administrative needs. The ministry shall adhere to the following financial management principles:

1. Compensation of Leadership and Staff – Directors, officers, and staff may receive compensation for their services; however, such compensation shall be reasonable and aligned with industry standards for similar positions in nonprofit and faith-based organizations. The ministry shall not engage in excessive or unreasonably low payments but shall follow what is customary in industry and nonprofit practices.

2. Operational and Program Expenses – Funds shall be allocated to support ministry programs, community outreach efforts, educational initiatives, and other activities that further the mission of the organization.

3. Administrative and Facility Costs – The ministry may use funds to cover necessary expenses, including office space, utilities, supplies, and other operational needs required to function effectively.

4. Ethical and Transparent Financial Practices – The ministry shall maintain accurate financial records and ensure responsible stewardship of all resources. Regular financial reports shall be prepared and reviewed in compliance with legal and regulatory requirements.

This article shall be interpreted and applied in a manner that ensures financial integrity, sustainability, and faithfulness to the ministry’s purpose.

ARTICLE X: FINANCES

1. Fiscal Year

The fiscal year of the Ministry shall begin on January 1st and end on December 31st.

2. Accounting and Records

The Ministry shall keep correct and complete financial records in accordance with generally accepted accounting principles or other applicable standards, including accounts of assets, liabilities, receipts, and disbursements.

3. Budget

An annual budget shall be prepared by the Treasurer and approved by the Board prior to the start of each fiscal year. The Board may revise or amend the budget as it deems appropriate.

4. Contracts and Expenditures

The President (or Treasurer) may approve individual expenditures up to one thousand dollars ($1,000). All contracts or single expenditures exceeding one thousand dollars ($1,000) must be approved by the Board.

5. Audits

Financial records shall be audited or reviewed annually by an independent auditor or audit committee, as determined by the Board and in accordance with any legal requirements. The results of such audit or review shall be reported to the Board.

ARTICLE XI. CONFLICT OF INTEREST POLICY

1. Purpose
       The purpose of this policy is to protect the Ministry’s interests when      considering any transaction or arrangement that could benefit the private      interest of a director or officer of the Ministry or result in an excess      benefit transaction. This policy is intended to supplement but not replace      any applicable state or federal laws governing conflict of interest for      nonprofit entities.
2. Disclosure
       Each Director, Officer, and key employee shall promptly disclose any      actual or potential conflicts of interest to the Board (or a designated      committee) and provide all material facts related to the conflict.      Disclosures shall be made annually in writing and as conflicts arise.
3. Recusal
       Any individual who has a conflict of interest with respect to a matter      under consideration shall not vote on the matter, and may be required to      leave the meeting during discussion and voting on the subject. The      conflicted individual shall not attempt to influence the decision      improperly. 
4. Documentation
       The Board’s meeting minutes shall contain the names of the individuals      with conflicts, the nature of the conflict, and how the conflict was      addressed.

ARTICLE XII. INDEMNIFICATION

1. Mandatory Indemnification.
The Ministry shall indemnify its directors, officers, volunteer and employees to the fullest extent permitted by law against liabilities arising from their service to the Ministry, provided they acted in good faith and in a manner reasonably believed to be in the best interests of the Ministry.

2. Limitations.
No indemnification shall be provided if a court or other competent authority determines that the individual’s acts or omissions involved gross negligence, willful misconduct, or fraud, or were otherwise in violation of law.

3. Advancement of Expenses.
The Ministry may advance expenses (including legal fees) to any person entitled to indemnification hereunder, subject to an obligation to repay such advances if it is ultimately determined that the individual is not entitled to indemnification.

4. Insurance.
The Ministry may purchase and maintain insurance on behalf of any person who is or was serving as a Director, Officer, volunteer, or employee of the Ministry against any liability asserted against and incurred by such person, to the fullest extent permitted by law.

ARTICLE XIII. DISSOLUTION

Upon the dissolution of the Ministry, and after paying or making provision for the payment of all liabilities, the Board of Directors shall distribute all remaining assets to one or more organizations that are organized and operated exclusively for religious, charitable, or educational purposes and that, at the time, qualify as exempt organizations under Section 501(c)(3) of the Code, or to the federal, state, or local government for a public purpose. Any assets not so disposed of shall be disposed of by the court of proper jurisdiction in the county where the principal office of the Ministry is located, exclusively for such purposes.

ARTICLE XIV. AMENDMENTS

These Bylaws may be amended or repealed, and new bylaws adopted, by a majority vote of the Board of Directors present at a meeting where a quorum is established, provided that at least ten (10) days’ written notice is given to each Director specifying the intention to amend. Such notice must include the text or a summary of the proposed amendments. Any amendment to these Bylaws shall be consistent with the Ministry’s Articles of Incorporation and with applicable law.