Bylaws

Non-Profit Bylaws of

J-House Youth Center

Revision: June 22, 2022

Preamble

The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of Arizona and the Articles of Incorporation of J-House Youth Center. In the event of a direct conflict between the herein contained provisions of these Bylaws and the mandatory provision of the Non-Profit Corporation Act of Arizona, said Non-Profit Act shall be the prevailing controlling law. In the event of a direct conflict between the provision of these Bylaws and the Articles of Incorporation of J-House Youth Center, it shall then be these Bylaws which shall be controlling.

Article 1 - Name

The legal name of the Non-Profit Corporation shall be known as J-House Youth Center.

Article 2 - Purpose

The general purposes for which J-House Youth Center has been established are as follows:

J-House is a Christian place for students in grades 7-12 to gather and receive fellowship and mentorship.

J-House Youth Center is established within the meaning of IRS Publication 557 Section 501(c)(3) Organization of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code and shall be operated exclusively for Arizona.

Article 3 - Offices

The principal office of J-House Youth Center shall be located at 2442 W Jasper Avenue, Apache Junction, Arizona 85120.

J-House Youth Center may have other such offices as the Board of Directors may determine or deem necessary, or as the affairs of J-House Youth Center may find a need from time to time.

Article 4 - Dedication of Assets

The properties and assets of the J-House Youth Center are irrevocably dedicated to and for non-profit purposes only. No part of the net earnings, properties, or assets of J-House Youth Center, on dissolution or otherwise, shall inure to the benefit of any person or any member, director, or officer of J-House Youth Center. On liquidation or dissolution, all remaining assets of J-House Youth Center shall be distributed and paid over to an organization dedicated to non-profit purposes which has established its tax-exempt status pursuant to Section 501(c)(3) of the code.

Article 5 - Board of Directors

General Powers and Responsibilities

J-House Youth Center shall be governed by a Board of Directors (the Board) which shall have all the rights, powers, privileges and limitations of liability of directors of a non-profit corporation organized under the Non-Profit Corporation Act of Arizona. The Board shall establish policies and directives governing business and programs of J-House Youth Center and shall delegate to the Executive Director and J-House Youth Center staff, subject to the provision of these Bylaws, authority and responsibility to see that these policies and directives are appropriately followed.

Number and Qualifications

The Board shall have up to 7, but no fewer than 3, Board members. The number of Board members may be increased beyond 7 members or decreased to less than 3 members by the affirmative vote of a two-thirds majority of the then serving Board of Directors. A Board member need not be a resident of the State of Arizona.

Board Compensation

The Board shall receive no compensation other than for reasonable expenses. However, provided the compensation structure complies with sections relating to “Contracts Involving Board Members and/or Officers” as stipulated under these Bylaws, nothing in these Bylaws shall be construed to preclude any Board member from serving J-House Youth Center in any other capacity and receiving compensation for services rendered.

Board Elections

Nominations for new and renewing Board members shall be presented at the board meeting immediately preceding the beginning of the next fiscal year. Recommendations shall be made known to the Board in writing before nominations are made and voted on. New and renewing Board members shall be approved by a two-thirds majority of those Board members at a board meeting at which a quorum is present.

Terms of Board

All appointments to the Board shall be for a term of 1 year. No person shall serve more than 20 consecutive terms unless a majority of the Board, during the course of a Board meeting at which a quorum is present, votes to appoint a Board member to 1 additional year. No person shall serve more than 21 consecutive years. After serving the maximum total number of consecutive years on the Board, a member may be eligible for reconsideration as a Board member after 1 year has passed since the conclusion of such Board member’s service.

Vacancies

A vacancy on the Board of Directors may exist at the occurrence of one of the following conditions:

Death, resignation or removal of any director.
The declaration by resolution of the board of a vacancy in the office of a director who has been declared of unsound mind by a final order of court, convicted of a felony, found by final order or judgment of any court to have breached a duty pursuant of the Corporation Code and/or Act of the law dealing with the standards of conduct for a director, or has missed 3 consecutive meeting of the Board of Directors, or a total of 4 meetings of the Board during any one calendar year.
An increase in the authorized number of directors
The failure of directors, at any annual or other meeting of directors at which director(s) are to be elected, to elect the full authorized number of directors.

Except as provided by this paragraph, any director may resign effective upon giving written notice to the chair of the Board or the Board of Directors, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective. Unless the Attorney General of Arizona is first notified, no director may resign when J-House Youth Center would be left without a duly elected director in charge of its affairs.

Any vacancy on the Board may be filled by a vote of two-thirds majority of the directors then in office, whether or not the number of directors then in office is less than a quorum, or by vote of a sole remaining director. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

A Board member elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.

Resignation

Each Board member shall have the right to resign at any time upon written notice to the Chair of the Board or the executive director. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall take effect upon receipt. The acceptance of the resignation shall not be necessary to make it effective.

Removal

A Board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative vote of a two-thirds majority of then serving Board members.

Meetings

The Board’s regular meetings may be held at such time and place as shall be determined by the Board. The Chair of the Board, or any 3 Board members, may call a special meeting of the Board with 5 days written notice provided to each member of the board. The notice shall be served upon each Board member via hand delivery, regular mail, email, or fax. Notice via text messaging is acceptable as long as the recipient replies in confirmation of the notice. The person(s) authorized to call such special meetings of the Board may also establish the place the meeting is to be conducted, so long as it is a reasonable place to hold any special meeting of the Board.

Minutes

A designated person shall be responsible for the recording of all minutes of each and every Board meeting.The meeting minutes shall be given to J-House Youth Center to be filed and stored. Each Board member will be given access to the meeting minutes via postal mail, hand delivery, email or fax within 7 business days after the close of each Board meeting.

Action by Written Consent

Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all Board members. The number of directors in office must constitute a quorum for an action taken by unanimous written consent. Such consent will be placed and stored with the minutes of J-House Youth Center and shall have the same force and effect as a unanimous vote of the Board taken at an actual meeting. The Board members’ written consent may be executed in multiple counterparts or copies, each of which shall be deemed an original for all purposes.

Quorum

At each meeting of the Board of Directors, the presence of 3 persons shall constitute a quorum for the transaction of business. If at any time the Board consists of an even number of members and a vote results in a tie, then the vote of the Chair of the Board shall be the deciding vote. If a quorum is not present at a meeting, the Board members present may adjourn the meeting from time to time without further notice until a quorum shall be present. However, a Board member shall be considered present at any meeting of the Board if during the meeting he/she is present via telephone or web conferencing with other Board members participating in the meeting.

Voting

Each Board member shall only have one vote.

Proxy

Board members shall not be allowed to vote by written proxy.

Board Member Attendance

An elected Board member who is absent from 3 consecutive regular meetings of the Board during a fiscal year shall be encouraged to reevaluate with the Chair of the Board his/her commitment to J-House Youth Center. The Board may deem a Board member who has missed 3 consecutive meetings without such a reevaluation with the Chair to have resigned from the Board.

Article 6 - Officers

Officers and Duties

The Board shall elect officers of J-House Youth Center which shall include a Chair of the Board and other officers as the Board deems necessary. The same person may hold any number of offices, however the Chair of the Board, or President, cannot concurrently hold the offices of either secretary or treasurer. In addition to the duties in accordance with this Article, officers shall conduct all other duties typically pertaining to their offices and other such duties, which may be required by law, Articles of Incorporation, or by these bylaws, subject to control of the Board of Directors, and they shall perform any other such additional duties which the Board of Directors may assign to them at their discretion.

The officers will be selected by the Board at its annual meeting and shall serve the needs of the Board, subject to all the rights, if any, of any officer who may be under a contract of employment. Therefore, without any bias or predisposition to the rights of any officer that may be under any contract of employment, any officer may be removed with or without cause by the Board. All officers have the right to resign at any time by providing notice in writing to the Chair of the Board, or President, of J-House. All resignations shall become effective upon the date on which the written notice of resignation is received or at any time later as may be specified within the resignation; and unless otherwise indicated within the written notice, a stated acceptance of the resignation shall not be required to make the resignation effective.

Any and all vacancies in any office because of death, resignation, disqualification, removal or for any other cause shall be filled in accordance to the herein prescribed bylaws for regular appointments to such office. The compensation, if any, of the officers shall be fixed to determine by resolution of the Board of Directors.

Chair of the Board

It shall be the responsibility of the Chair of the Board, when present, to preside over all meetings of the Board of Directors. The Chair of the Board is authorized to execute, in the name of J-House Youth Center, any and all contracts or other documents which may be authorized by the Board to be executed by J-House Youth Center, except when required by law that the President’s signature must be provided.

President/Executive Director

It shall be the responsibility of the President, to supervise and conduct all activities and operation of J-House Youth Center, subject to the control, advice and consent of the Board of Directors. The President shall keep the Board of Directors completely informed, shall freely consult with them in relation to all activities of J-House Youth Center, and shall see that all orders and/or resolutions of the Board are carried out to the effect intended. The Board of Directors may place the President under a contract of employment where appropriate The President shall be empowered to act, speak for, or otherwise represent J-House Youth Center between meetings of the Board. The President shall be responsible for the hiring/firing of all personnel, and shall be responsible for keeping the Board informed at all times of staff performances and for implementing any personnel policies which may be adopted and implemented by the Board. The President, at all times, is authorized to to contract, receive, deposit, disburse and account for all funds of J-House Youth Center, to execute in the name of J-House Youth Center all contracts and other documents authorized either generally or specifically by the Board to be executed by J-House Youth Center, and to negotiate any and all material business transactions of J-House Youth Center.

Secretary

The Secretary, or his/her designee, shall be the custodian of all records and documents of J-House Youth Center which are required to be kept at the principal office of J-House Youth Center, and shall act as secretary at all meetings of the Board of Directors, and shall keep minutes of all such meetings on file in either a hard copy or electronic format. The secretary shall attend to the giving and serving of all notices of J-House Youth Center and shall see that the seal of J-House Youth Center, if any, is affixed to all documents, the execution of which on behalf of J-House Youth Center under its seal is duly authorized in accordance with the provisions of these bylaws.

Treasurer

It shall be the responsibility of the Treasurer to keep and maintain, or cause to be kept and maintained, adequate and accurate accounts of all the properties and business transactions of J-House Youth Center, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and other matters customarily included in financial statements.

The Treasurer shall be responsible for ensuring the deposit of, or cause to be deposited, all money and other valuables as may be designated by the Board of Directors. Furthermore, the Treasurer shall disburse, or cause to be disbursed, the funds of J-House Youth Center, as may be ordered by the Board of Directors, and shall render to the Chair of the Board, President and directors, whenever they request it, an account of all the Treasurer’s transactions as treasurer and of the financial condition of J-House Youth Center.

The Treasurer shall give J-House Youth Center a bond, if so requested and required by the Board of Directors, in the amount and with the surety/sureties specified by the Board for faithful performance of the duties of the Treasurer’s office and for restoration to J-House Youth Center of all its books, papers, vouchers, money and other property of every kind in the Treasurer’s possession or under the Treasurer’’s control upon the Treasurer’s death, resignation, retirement or removal from office.

Article 7 - Committees

The Board of Directors has the authority to create and dissolve committees as they deem necessary to implement services or activities for J-House Youth Center.

Article 8 - Standard of Care

General

A director shall perform all the duties of a director including, but not limited to, duties as a member of any committee of the Board on which the director may serve, in such a manner as the director deems to be in the best interest of J-House Youth Center and with such care, including reasonable inquiry as an ordinary, reasonable and prudent person in a similar situation may exercise under similar circumstances.

In the performance of the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:

One or more officers or employees of J-House Youth Center whom the director deems to be reliable and competent in the matters presented.
Counsel, independent accountants, or other persons, as to the matters which the director deems to be within such person’s professional or expert competence; or
A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director deems to merit confidence,

so long as in any such case the director acts in good faith, after reasonable inquiry when the need may be indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

Except as herein provided in Article 8 - Standard of Care, any person who performs the duties of a director in accordance with the above shall have no liability based upon any failures or alleged failure to discharge that person’s obligations as a director, including, without limitation of the following, any actions or omissions which exceed or defeat a public or charitable purpose to which J-House Youth Center, or assets held by it, are dedicated.

Loans

J-House Youth Center shall not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless approved by the Arizona Attorney General; provided, however, that J-House Youth Center may advance money to a director or officer of J-House Youth Center or any subsidiary for expenses reasonable anticipated to be incurred in the performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expenses absent that advance.

Conflict of Interest

The purpose of the Conflict of Interest policy is to protect J-House Youth Center’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might otherwise 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 corporations/organizations and is not intended as an exclusive statement of responsibility.

Restrictions on Interested Directors

Not more than 0% (percent) of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (1) any person currently being compensated by J-House Youth Center for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director, and (2) any brother, sister, parent, ancestor, descendent, spouse, brother-in-law, sister-in-law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this section shall not affect the validity or enforceability of any transaction entered into by the interested person.

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 directors who are considering the proposed transaction or arrangement.

Establishing a Conflict of Interest

After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board meeting while the potential conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.

Addressing a Conflict of Interest

Violations of Conflict of Interest Policy

In the event that the Board should establish that a proposed transaction or arrangement establishes a conflict of interest, the Board shall then proceed with actions as they deem fit for the situation. Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, the Board shall then inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose.

If after hearing the interested person’s explanation, and after making further investigations as may be warranted in consideration of the circumstances, the Board determines the interested person intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Procedures and Records

All minutes of the Board meetings, when applicable, shall contain the following information:

The names of all 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 Board’s decision as to whether a conflict of interest, in fact, existed.
The names of the persons who were present for discussions and any votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any vote taken in connection with the proceedings.

Acknowledgement of Conflict of Interest Policy

Each Director, principal officer, and member of a a committee with Board delegated powers shall be required to sign a statement which affirms that such person:

Has received a copy of the Conflict of Interest Policy;
Has read and understands the policy;
Has agreed to comply with the policy; and
Understands that J-House Youth Center 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.

Violation of Loyalty - Self-Dealing Contracts

A self-dealing contract is any contract or transaction (i) between J-House Youth Center and one or more of its Directors, or between J-House Youth Center and any corporation, firm, or association in which one or more of the Directors has a material financial interest, or (ii) between J-House Youth Center and a corporation or firm or association of which one or more of its directors are also Directors of J-House Youth Center. Said self-dealing shall not be void or voidable because such Director(s) of corporation, firm, or association are parties or because said Director(s) are present at the meeting of the Board of Directors or committee which authorizes, approves or ratifies the self-dealing contract, if:

All material facts are fully disclosed to or otherwise known by the members of the Board and the self-dealing contract is approved by the interested director in good faith (without including the vote of the interested director);
All material facts are fully disclosed to or otherwise known by the Board of Directors or committee, and the Board of Directors or committee authorized, approves or ratifies the self-dealing contract in good faith ((without including the vote of the interested director) and the contract is just and reasonable as to J-House Youth Center at the time it is authorized, approved, or ratified; or
As to contracts not approved as provided in above sections (A) and/or (B), the person asserting the validity of the self dealing contract sustains the burden of proving that the contract was just and reasonable as to J-House Youth Center at the time it was authorized, approved or ratified.

Interested Director(s) may be counted in determining the presence of a quorum at a meeting of the Board of Directors, or a committee thereof, which authorizes, approves, or ratifies a contract or transaction as provided for and contained in this section.

Indemnification

To the fullest extent of the law, J-House Youth Center shall indemnify its agents, as described by law, including its directors, officers, employees and volunteers, and including persons formerly occupying any such position, and their heirs, executors and administrators, against all expenses, judgements, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceedings,” and including any action by or in the right of J-House Youth Center, by reason of the fact that the person is or was a person as described in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article.

J-House Youth Center shall have the power to purchase and maintain insurance on behalf of any agent of J-House Youth Center, to the fullest extent permitted by law, against any liability asserted against or incurred by the agent in such capacity or arising out of the agents status as such, or to give other indemnification to the extent permitted by law.

Article 9 - Execution of Corporate Instruments

Execution of Corporate Instruments

The Board of Directors may, at its discretion, determine the method and designate the signatory officer(s), or other person(s), to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signatures shall be binding upon J-House Youth Center.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of J-House Youth Center, promissory notes, deeds of trust, mortgages, other evidences of indebtedness of J-House Youth Center, other corporate/organization instruments or documents, memberships in other corporations/organizations, and certificates of shares of stock owned by J-House Youth Center shall be executed, signed and/or endorsed by the designated members of the Board.

All checks and drafts drawn on banks or other depositories on funds to the credit of J-House Youth Center, in special accounts of J-House Youth Center, shall be signed by such person(s) as the Board will authorize to do so.

Loans and Contracts

No loans or advances shall be contracted on behalf of J-House Youth Center and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board of Directors. Without the express and specific authorization of the Board, no officer or other agent of J-House Youth Center may enter into any contract or execute and deliver any instrument in the name of and on behalf of J-House Youth Center.

Article 10 - Records and Reports

Maintenance and Inspection of Articles and Bylaws

J-House Youth Center shall keep at its principal office the original or a copy of its Articles of Incorporation and bylaws as amended to date, which shall be open to inspection by the directors at all reasonable times during office hours.

Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns

J-House Youth Center shall keep at its principal office a copy of its federal tax exemption application and its annual information returns for three years from their date of filing, which shall be open to public inspection and copying to the extent required by law.

Maintenance and Inspection of Other Corporate Records

J-House Youth Center shall keep adequate and correct books and records of accounts and written minutes of the proceedings of the Board and committees of the Board. All such records shall be kept at the principal office of J-House Youth Center. The minutes and other books/records shall be kept in hand-written or typed form, Upon leaving office, each officer, employee or agent of J-House Youth Center shall turn over to his/her successor or the Chair of the Board, in good order, such corporate/organization monies, books, records, minutes, lists, documents, contracts or other property of J-House Youth Center as have been in the custody of such officer, employee, or agent during his/her term in office.

Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of J-House Youth Center and each of its subsidiary corporations/organizations. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents.

Preparations of Annual Financial Statements

J-House Youth Center shall prepare financial statements using generally accepted accounting principles annually and they will be made publicly available.

Reports

The Board shall ensure a report is sent to all directors after the end of the fiscal year of J-House Youth Center, annually.

Article 11 - Fiscal Year

The fiscal year for J-House Youth Center shall end on June 30.

Article 12 - Faith Based Conduct

J-House Youth Center is a Christian youth center for all teens in grades 7-12 to gather, regardless of their faith background. As such, Directors, officers, employees, volunteers and other agents serving at J-House Youth Center will conduct themselves with Christian values as described in the Bible.

All “agents” of J-House Youth Center will sign a basic statement of faith stating that he/she believes in a triune God (Father, Son and Holy Spirit) and that Jesus Christ is the only way to heaven.

All volunteers of J-House Youth Center will obtain a Fingerprint Clearance Card, have a background check and will attend an extensive training process, including but not limited to Mandatory Reporting and Identifying Signs of Abuse prior to working with any youth.

When requested for advice and/or mentorship, all “agents” of J-House Youth Center will do so, in love, with a Biblical perspective.

The board will determine any and all disciplinary measures for both adults and youth, if/when necessary, by the standards established by the board using Biblical principles.

Article 13 - Amendments and Revisions

These bylaws may be adopted, amended, or repealed by the vote of a two-thirds majority of the directors then in office. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the proposed bylaw revisions with explanations therefore, is given in accordance with these bylaws. If any provision of these bylaws requires the vote of a larger portion of the Board than is otherwise required by law, that provision may not be adhered, amended or repealed by that greater vote.

Article 14 - Corporation/Organization Seal

The Board of directors may adopt, use and alter a corporate/organizational seal. The seal shall be kept at the principal office of J-House Youth Center. Failure to affix the seal to any corporation/organization instrument, however, shall not affect the validity of that instrument.

Article 15 - Construction and Definitions

Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the Non-Profit Corporation Act as amended from time to time shall govern the construction of these bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine, the singular number includes the plural and the plural number includes the singular, and the term “person” includes a Corporation/Organization as well as a natural person. If any competent court of law shall deem any portion of these bylaws invalid or inoperative, then so far as is reasonable and possible (i) the remainder of these bylaws shall be considered valid and operative and (ii) effect shall be given to the intent manifested by the portion deemed invalid or operative.

Certificate of Secretary

I, Cindy Wilson, certify that I am the current elected and acting Secretary of J-House Youth Center, and the above bylaws are the bylaws of J-House Youth Center as adopted by the Board of Directors on June 22, 2022 and that they have not been amended or modified since the above.

EXECUTED on this day of June 22, 2022 , in the County of Pinal in the State of Arizona.

Cindy Wilson

(Duly Elected Secretary)

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