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Jesus Disciples Unity International Christian Ministries |
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ARTICLES OF INCORPORATION
In Compliance with Chapter 617, F.S., (Not for Profit)
OF
JESUS DISCIPLES UNITY, INC. “JDU”
The undersigned, subscribers to these Articles of incorporation, natural persons, competent to contract, and desiring to make and enter into the following Articles of Incorporation for the purpose of forming a corporation under the laws of the State of Florida, do herewith agree as follows:
1. The name by which this corporation shall be known, is: JESUS DISCIPLES UNITY, INC.
2. The principal place of business and mailing address of this corporation shall be: 4147 SW 195 Terrace, Miramar, Florida 33029
3. This corporation shall have perpetual existence.
4. This Christian corporation is organized for the following purposes:
To conduct only evangelical, Christian and social businesses in and one or more offices in the State of Florida, and in all other states and countries as a non-profit organization, such as, but not limited to, educate people how to evangelize and worship the Lord Jesus.
5. This corporation shall have Five (5) directors initially that are renewed on a biannually basis by election for one (1) vote per member; however, the number of directors may be increased or decreased from time to time by the by-laws of the corporation, but shall never be less than one (1). The names and titles of the initial directors of this corporation are as follows:
Yves Mildort – President & Chairman Yves Mildort II – Vice-President & General Manager Marie Ange Mildort – Treasurer & CEO Yves Mildort – Secretary & Assistant Treasurer Yves Mildort II – Public Relations & Assistant Secretary
6. The names and addresses of the subscribers to these Articles of Incorporation are as follows:
Yves Mildort: 4147 SW 195 Terrace, Miramar, FL 33029 Phone (954) 450 – 7734
Yves Mildort II: 4147 SW 195 Terrace, Miramar, FL 33029 Phone (954) 450 – 7734
Marie Ange Mildort: 4147 SW 195 Terrace, Miramar, FL 33029 Phone (954) 450 – 7734
7. The name and street Address of the initial Registered Agent is:
Yves Mildort: 4147 SW 195 Terrace, Miramar, FL 33029 Phone (954) 450 – 7734
8. The name and street address of the Incorporator is: Yves Mildort: 4147 SW 195 Terrace, Miramar, FL 33029 Phone (954) 450 – 7734
9. The power to adopt, alter, amend or repeal any of the by-laws of this corporation shall be vested in the board of directors, and the corporation reserves the right to amend or repeal any of said provisions of the Articles of Incorporation, or any amendment thereto, and any right conversely conferred upon the member of this corporation is subject to this reservation.
IN WITNESS WHEREOF, the undersigned Subscribers, registered Agent and Incorporator have executed these Articles of Incorporation this ____ day of _______________ 2009.
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Yves Mildort, Chairman, President, Secretary & Assistant Treasurer
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Yves Mildort II, General Manager, Vice-President, Assistant Secretary & Public Relations
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Marie Ange Mildort, CEO & Treasurer
Having been named as registered agent to accept service of process for the above stated corporation at the place designated in this certificate, I am familiar with and accept the appointment as registered agent and agree to act in this capacity.
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BYLAWS
The name of the corporation is “JESUS DISCIPLES UNITY, INC., also known as “JDU”. This corporation shall have all of the statutory powers enumerated for non-profit corporations under the laws of the state of incorporation.
ARTICLE II
MISSION AND VISION
II - 1 Mission
The mission of “JDU” is to grow the kingdom of the lord Jesus all over the world by conducting only evangelical, Christian and social activities according to His great commission given in Matthew 28: 18-20 and confirmed in John 17: 18 in his sacerdotal prayer to His Father. While maintaining its inherent rights to sovereignty in the conduct of its own affairs, this institution may voluntarily enter into full cooperative fellowship and agreements with other organizations and institutions for the benefit of fulfilling its purpose and the accreditation of its programs. Articles of Incorporation as a non-stock, nonprofit corporation in the state of Florida were made and executed on June 13, 2009.
II – 2 Vision
The vision of “JDU” is to use the power of the Holy Spirit (acts 1: 8), His gifts (I Corinthians 12) and His fruits (Galatians 5: 22) to organize only evangelical, Christian and social activities leading any souls to the lord Jesus in one or more offices in the State of Florida, and in all other states and countries as a non-profit organization, such as, but not limited to:
- Educate people how to evangelize as the Lord Jesus did and ordered it
- Crusade and Prayer meetings at any location
- Worship services at different Christian assemblies or local churches
- National and international mission, radio and television ministry to share the gospel of the Lord Jesus
- Educate all the members to be part of the general community programs for the objectives of helping the society to behave well according to moral laws, and organize activities to back up this principle.
Article III
OFFICES
This corporation shall have only evangelical, Christian and social activities in and one or more offices in the State of Florida, and in all other states and countries as a non-profit organization.
The principal office of the Corporation shall be located at 4147 SW 195 Terrace, Miramar, Florida 33029.
The Corporation may have offices at such other places as the Board of Directors of the Corporation may determine or as the affairs of the Corporation may require from time to time. The registered office of the Corporation shall be located at 4147 SW 195 Terrace, Miramar, Florida 33029.
The Corporation shall have and continuously maintain, in the State of Florida, a registered agent at the address of the registered office.
The location of the registered office and the identity of the registered agent may be changed from time to time by the Board of Directors of the Corporation.
Article IV
BELIEF
We believe that the Word of God is foundational and absolutely essential for true salvation from sin, spiritual growth and effective service in and through the body of Christ. Therefore, we advocate the following basic truths from Scripture as a foundation for establishing the fellowship and ministry necessary for fulfilling the stated purpose of this institution:
1. We believe that there is only one true, living, and eternal God and that the Godhead is revealed as Father, Son, and Holy Spirit.
2. We believe that the Holy Scriptures are the Old and New Testaments; the inspired and infallible Word of God and therein is found the only reliable guide of Christian faith and conduct.
3. We believe that God created man in his own image to bring Him honor through obedience, and that when man disobeyed; he became a fallen and sinful creature, unable to save himself. We believe that infants are in the covenant of God's grace and that all persons become accountable to God when they reach a state of moral responsibility.
4. We believe that Salvation (regeneration, sanctification, justification and redemption) has been provided for all mankind through the redemptive work (life, death, resurrection, ascension and intercession) of Jesus Christ, and that this Salvation can be received only through repentance toward God and faith toward our Lord Jesus Christ.
5. We believe that those who abide in Christ have the assurance of salvation. However, we believe that anyone retains his freedom of choice; therefore, it is possible for him to turn away from God and be finally lost.
6. We believe that Christians should live faithfully by serving in and through the local church, praying diligently, witnessing earnestly, practicing tolerance, showing loving kindness, giving as God prospers, and conducting themselves in such a way as to bring glory to God.
7. We believe that the Church Universal is the body of Christ, the fellowship of all believers, and that its members have been called out from the world to come under the dominion and authority of Christ, its head. We believe that a local church is a fellowship of Christians, a part of the Body of Christ voluntarily banded together for worship, nurture, and service.
8. We believe that baptism and the Lord's Supper (Holy Communion) are ordinances instituted by Christ to be observed by Christians only. We also believe that the Biblical mode of baptism is immersion and that participation in the Lord's Supper should be open to all Christians.
9. We believe in the sanctity of the Lord's Day, the first day of the week, and that this day ought to be observed by worshipping God, witnessing for Christ, and ministering to the needs of humanity. We believe that secular work on Sunday should be limited to cases of necessity or mercy.
10. We believe in the baptism of the Holy Spirit with the initial evidence of speaking in other tongues.
11. We believe that the Holy Spirit is shed to and living in any believer, as God.
12. We believe in the spiritual gifts, especially working of miracles, prophecy, tongues, healing, etc.., by the same Spirit, dividing to every believer severally, that are given by God, as He will, for Christian service.
13. We believe in the personal return of Jesus Christ either to rapture His Church Universal, including the Holy Spirit, or to establish His 1000 year kingdom on earth and then for ever, and in the bodily resurrection of the dead. We believe that God will judge all mankind by Jesus Christ, that He will reward the righteous with eternal life in heaven, and that He will banish the unrighteous to everlasting punishment in hell.
Article V
TERM OF EXISTENCE
The term for which the Corporation is to exist is perpetual. In the event that it becomes necessary to dissolve the Corporation, the procedure will be as follows:
1. In order to dissolve the Corporation, the Directors must vote unanimously in favor of dissolution.
2. Upon dissolution, all documents and/or assets of the Corporation may be liquidated to generate monies to pay any and all outstanding charges.
3. After all financial obligations have been met and if assets remain, they are to be distributed at the discretion of the Directors to tax exempt, non- profit Christian organizations.
Article VI
ORGANIZATIONAL STRUCTURE
Since “JDU” is an organization with the purpose of gaining individuals for Christian service in and through the body of Christ, all the active members, members of the Board of Directors, the administrative officers and the staff, must be exemplary Christians in membership and service in the local church and the body of Christ. They shall be individuals of the highest spiritual and moral value. They shall establish and maintain the spiritual tone of the institution and all its ministries. They shall wholeheartedly embrace the beliefs of this Christian organization.
The Board of Directors, the administrative officers and the staff of the JDU shall be subject to and promise to uphold the by-laws and the guidelines of this institution. If a board member or administrative officer feels that he or she can no longer abide by or cooperate with the policy and polity of the institution or can no longer fulfill his or her role or function in the organization, the individual should voluntarily offer a resignation to the Board of Directors. If a board member or administrative officer refuses to cooperate with the policy and polity of the institution or does not fulfill his or her role or function in the organization, he or she may be asked to resign by the Board of Directors. All resignations shall be tendered to the Board of Directors in writing.
VI-1 BOARD OF DIRECTORS
The Board of Directors of the JDU shall consist of five regular members. Directors shall be elected for three-year terms, being so arranged that three members shall be elected each year at the annual meeting of the board. There shall be no limits as to the number of terms a person may serve on the board. In the event of a vacancy on the board, the members shall elect another person to fill the un-expired term, if the vacancy is for a period longer than one year.
Each Director shall serve without compensation. This provision shall not prohibit an individual director from receiving reimbursement for expenses incurred in serving as a director. A Director, who is also an officer or employee of the Corporation, shall not be prohibited from accepting compensation for service as such officer or employee.
The initial Board of Directors consists of the original incorporators and are Yves Mildort, Yves Mildort II, and Marie Ange Mildort. The officers shall be a President, Vice-president, Secretary, Treasurer and other officers and assistant officers as the needs of the Corporation may require. They shall be chosen by the Directors. Said officers shall comprise and shall be designated "The Board of Directors".
The directors shall serve as the legal trustees and advisory board of the corporation. The board shall establish and maintain the polity and policy of the institution and shall advise and approve all the programs and functional guidelines for the institution’s ministries. It shall be the responsibility of the Board of Directors to appoint the administrative officers of the institution and evaluate all the programs on a semester basis.
Unless already on the Board of Directors, the persons serving in the administrative offices of president, vice-president, Treasurer and such other officers and assistant officers of the institution shall become members of the board with all the rights, privileges and responsibilities of directors during the term of their appointments. Upon the resignation of an administrative officer, the Board of Directors shall select a personnel committee to search for candidates. The personnel committee shall offer only one candidate per office at a time. The board will vote to reject or approve the appointment.
The executive committee of the Board of Directors shall consist of the president, vice-president, Treasurer and other officers and assistant officers.
The Board of Directors should be in solidarity on every appointment made or issue adopted. It should be the heart of the board to work from a consensus or unanimity of the complete board. However, no appointment shall be made nor no motion adopted with less than a three-fourths majority vote of all board members.
VI-2 Officers
VI-2.1 President
The President shall preside at all meetings of the Corporation and of the Board of Directors; appoint committees; with either the Secretary or Treasurer sign all written contracts, or other legal documents necessary to carry out the purposes of the corporation.
VI-2.2 Vice-President
In the absence of the President, the Vice-President shall perform the duties of the President. In the absence of the President and Vice-President, a meeting may elect its presiding officer. The Vice-President shall act as parliamentarian for the Board.
VI-2.3 Secretary
The Secretary shall give notice of all meetings of the Corporation and Directors, and shall keep minutes of such meetings. He shall mail a copy of the minutes of all meetings to members of the Board of Directors. He shall keep all records of the Corporation, except those entrusted to other officers. He shall conduct the correspondence and be the keeper of the corporate seal and shall report to the Board of Directors the names of all Directors elected and all resignations. He shall perform all other duties usually pertaining to this office.
VI-2.4 Treasurer
The Treasurer shall collect all the gifts, dues, assessments, or other monies belonging to the Corporation, and shall supervise the accounting of the Corporation's financial records and report thereon at the regular meetings of the Directors and at such other times required by the Board of Directors. His accounts shall be audited periodically in such manner as provided by the Board of Directors.
ARTICLE VII
Committees
Committees shall be established as needed to perform the various functions assigned to them. Such may include, but are not limited to: special events, publicity, fund raising, etc.
The Committees of the Corporation shall have power, subject to the control of the Board of Directors, to make special rules for the government of their departments and to prescribe and endorse penalties for the violations of such rules. Committees shall consist of a minimum of three (3) persons. They shall incur no financial obligations in excess of the amount authorized by the Board of Directors or included in its Budget. Committees may be appointed by the President, or the Board of Directors as conditions and circumstances may warrant the same.
ARTICLE VIII
Meetings
In August of each year there shall be held an annual meeting of the Board of Directors at the location determined by a vote of the Board members. General meetings may be called by the President as needed throughout the year. Written notice of all meetings shall be mailed to all Directors at least ten days but not more than fifty days prior to said meeting.
ARTICLE IX
Quorum
At any meeting of the Board of Directors two-thirds (2/3) of the Directors shall constitute a quorum. In case of a tie, the Presiding Officer shall cast the deciding vote.
ARTICLE X
Amendments
By-Laws may be adopted, amended or repealed by a two-thirds (2/3) majority vote of Directors present.
ARTICLE XI
Indemnification of Directors and Officers and Limitation of Directors' Personal Liability
XI-1 Personal Liability of Directors
The corporation shall indemnify to the full extent required by law, and may indemnify or agree to indemnify to the full extent permitted by law, any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or contemplated action, suit, or proceeding whether civil, criminal, administrative or investigative, by reason of that person's being or having been a director, officer, employee, or agent of the corporation or of any other enterprise at the request of the corporation. Notwithstanding the foregoing, the corporation has no obligation to purchase insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation against any liability asserted against or incurred by him in any such capacity, or arising out of his status as such. Such insurance may be provided by the corporation at the sole discretion of the Board of Directors.
XI-2 Limitation of Directors' Personal Liability
No director shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless: ( 1) The director has breached or failed to perform the duties of his office relating to the standard of care and justifiable reliance; and (2) The breach of failure to perform constitutes self-dealing, willful misconduct or recklessness, PROVIDED, HOWEVER, that the provisions of this section shall not apply to: (1) the responsibility or liability of a director pursuant to any criminal statutes; or (2) the liability of a director for the payment of taxes pursuant to local, state, or federal law.
XI-3 Standard of Care of Directors and Justifiable Reliance by Directors
A director shall stand in a fiduciary relation to the corporation and shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following: (1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (2) counsel, public accountants or other persons as to matters at which the director reasonably believes to be within the professional or expert competence of such person; (3) a committee of the board upon which he does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause his reliance to be unwarranted. In discharging the duties of their respective positions, the Board of Directors, committees of the board, and individual directors may, in considering the best interests of the corporation, consider the effects of any action upon employees, upon suppliers and customers of the corporation and upon communities in which offices of other establishments of the corporation are located, and other pertinent factors. The consideration of those factors shall not constitute a violation of the foregoing duties of the directors as set forth herein. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the corporation.
By signing below, as a member of the board of directors, I promise to uphold and strictly respect the above by-laws and guidelines of “JEDU”, and I personally and voluntarily agree that any violations can result in my resignation and be subject to face a legal lawsuit.
Miramar, Florida
Yves Mildort, President, Chairman, Secretary & Assistant Treasurer Yves Mildort II, Vice-President, General Manager, Public Relations & Assistant Secretary
Marie Ange Mildort, Treasurer & CEO |