Article 1: Purpose

Purpose. The specific purpose of this corporation is to provide humanitarian relief in developing nations through the implementation of a sustainable design and construction movement.  Journeyman International provides the framework and expertise to assist humanitarian ministries and local governments with sustainable, affordable, and cutting-edge green-building fundamentals.  Our vision is to develop sustainable and reputable model facilities that can be repeatedly implemented worldwide. 

Article 2: Members

Journeyman International is a non-member not-for-profit public benefit corporation.

Article 3: Government

 Section 1: Mission

 The government of Journeyman International shall be focused on improving the livelihood of poverty-stricken communities.  Our mission is to assist and relieve governing authorities of developing nations through the implementation of green-built humanitarian facilities.  Our vision is to create a sustainable construction movement that proves financially feasible, culturally acceptable, and environmentally responsible.

Section 2: Oversight of Board of Directors

A) Directors

The Board of Directors shall conduct, manage, and control the affairs of the organization as is consistent with the law, the Articles of Incorporation, and the bylaws. The Board of Directors shall only need to make decisions for events explicitly mentioned in their duties. The Board of Directors shall retain the right to call any decision made by the President to a vote: by a majority vote. Once they have agreed to vote on a decision previously made by the President, for the purpose of altering that decision, they must again obtain a majority vote to pass the new resolution concerning the decision previously made by the President.

 B) Duties of Board of Directors

The Board of Directors is required to meet at least once a year whether physically or via video-conference or utilizing another technological solution.
The activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors subject to the provisions of the law and any limitations in the Articles of Incorporation and these Bylaws. It shall be the duty of the Directors to:
   
    • Appointment or Removal of any potential staff.
    • To borrow money or incur indebtedness for the purpose of the organization and for that purpose to be executed and delivered in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,pledges, or other evidence of debt and securities.   
    • Ratification of any removal of a Director proposed by the President.
    • Appointment or Removal of the President.

C) Duties of the President

The President is to run the daily operations of the organization and has complete authority to do so, aside from events specifically mentioned as requiring a vote by the Board of Directors. In addition, the president also must perform the following daily, weekly, monthly and yearly activities:
   
    • Approval of all mission- related reimbursements, purchase orders and other expenditures along with the Vice President and Treasurer.
    • Conducting all meetings of the Board of Directors.
    • Approval along with the Treasurer of Journeyman International fiscal year budget.
    • Coordinate and approve of contract and liability documents.
    • Approve of all financial transaction over the about of $2500 US.

D) Duties of the Vice President

The Vice President is to run the daily operations of the organization and has complete authority to do so, aside from events specifically mentioned as requiring a vote by the Board of Directors in the event of a vacancy of the Presidency due to injury or vacancy. In addition, the Vice President also must perform the following daily, weekly, monthly and yearly activities:

    • Approval of all mission- related reimbursements, purchase orders and other expenditures along with the President and Treasurer.
    • Approving all projected budgets of employees.
    • Preparation of budget for Journeyman International fiscal year.

E) Duties of the Secretary

The Secretary is to record all meeting minutes, schedule and coordinate all Board of Director meetings. 

F) Duties of the Treasurer

The Treasurer’s primary responsibility will be to set up the accounts of new staff and process payroll, reimbursements, purchase orders and all other expenditures for all staff members. In addition, the Vice President also must perform the following daily, weekly, monthly and yearly activities:
    • Approval of all mission- related reimbursements, purchase orders and other expenditures along with the President and Vice President.
    • Approval along with the President of Journeyman International fiscal year budget.

G) Director Qualifications

The Qualification of a Director is the following:
    •  A Director shall be a man or woman of high moral character, temperate, prudent, respectable, not self-willed, self-controlled, with a high regard for business ethics..
    •  A Director shall be a man or woman who handles himself uprightly among others: not a drunkard, not a striker, gentle, not contentious, hospitable, and of a excellent reputation in the world as it relates to his or her morality.
    •  A Director shall be a man or woman who is passionate, driven, and dedicated to the mission of Journeyman International.

H) Number of Directors

The number of Directors, including the President, shall be no less than three (3) and not more than nine (9) unless changed by amendment to these bylaws.  Should the Board of Directors be reduced to less than three (3) members, the only power that may be exercised is the appointment of additional Directors until the Board of Directors has a minimum of three (3) Directors.

I) Term of Office

Directors are appointed by the President and then ratified by the Board of Directors with a majority vote. Directors shall serve for a term of one (1) year, until resigning, being removed, or being removed for cause by a majority vote of the Board of Directors. The Director may vote on the subject of his or her own removal.

J) Quorum

A majority of the Board of Directors shall constitute a quorum for the transaction of business.

K) Place and Time of Meetings

Regular meetings of the Board of Directors may be held at any place that has been designated by the Board and at any time designated by the Board.

 Section 3: Officers in the Organization

A) Officers

Officers of the organization shall be a President, Vice President, Secretary, and Treasurer, and such other officers as the Board of Directors may appoint. Officers other than the President need not necessarily be members of the Board or Directors.

B) Appointment

The Board of directors shall appoint, by simple majority of the corporation for terms of one (1) year, or until their successors are appointed by the Board of Directors.

C) Vacancies

A vacancy in any office because of death resignation, removal, disqualification, or otherwise, shall be filled by the Board of Directors.

D) President

Powers:  The President shall have general supervision, direction and control of the business and affairs of the Corporation. He shall oversee the business on a daily basis; provided his decisions are in keeping with the purpose of Journeyman International and the Board of Directors does not explicitly mention them as decisions that require a majority vote to effect.

Qualifications:  The President shall be generally qualified as a Director by the qualifications listed in the bylaws. The President is to assume the main responsibility of the direction and focus of the Organization; by such responsibility, he must be equipped and Spirit filled for this purpose.

Appointment: In the event of a vacancy, the Board of Directors shall constitute a nominating committee. This committee shall seek, find, and nominate a candidate. They shall seek first among the Board of Directors and Officers. Election must be by a majority vote of the Directors.

Compensation: The President shall not be compensated, aside from specialized services provided that are approved by the board of directors.

 E) Vice President

Powers: The Vice President shall perform, only in the absence or disability of the President, temporarily all the corporate duties of the President. In the event of a sudden debilitating accident or death, the Vice President shall work with the Board of Directors to determine who should take over the President’s immediate responsibilities until such a time as the President can return or be replaced. The Vice President shall have such other power and responsibilities as may be prescribed from time to time by the Board of Directors.

Qualifications: The Vice President shall be generally qualified as a Director by the qualifications listed in the bylaws. The Vice President could potentially assume the main responsibility of the direction and focus of the Organization; by such responsibility, he must be equipped and Spirit filled for this purpose.

Compensation: The Vice President shall not be compensated, aside from specialized services provided that are approved by the board of directors.

 F) Secretary

Duties:  The Secretary shall keep a full and complete record of all the proceedings of the Board of Directors, shall keep the seal of the corporation and affix it to such papers as may be required in the regular course of business, shall make services of such notices as may be necessary or proper, shall supervise the keeping of the records of the organization and shall discharge such other duties of the office as prescribed by the Board of Directors.

Qualifications: The Secretary shall be generally qualified as a Director by the qualifications listed in the bylaws.

Compensation: The Secretary shall not be compensated.

G) Treasurer

 Duties:  The Treasurer shall receive and safely keep all funds of the Corporation and deposit them in the bank or banks that may be designated by the Board of Directors. Those funds shall be paid out only on checks of the Corporation signed by the President or some other person authorized by the Board of Directors. The Treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

Qualifications:  The Treasurer shall be generally qualified as a Director by the qualifications listed in the bylaws.

Compensation: The Treasurer shall not be compensated, aside from specialized services provided that are approved by the board of directors.

 Article 4: Staff

Directors and Officers shall have the authority to accept volunteers or hire staff for their offices, subject to oversight by the President and the Board of Directors. Staff hiring needs to be ratified by a majority vote by the Board of Directors. The President and Treasurer shall have discretion establishing or limiting compensation in a reasonable manner, or reimbursing or advancing costs to staff and volunteers.

Article 5: Auxiliaries

Any Organization, group, or club whose membership is primarily for an Journeyman International activity, shall be considered an auxiliary of Journeyman International and shall be subject to the bylaws of this organization.

Article 6: Amendment of Bylaws

These bylaws may be amended or repealed and new bylaws adopted by the unanimous vote of the Board of Directors.

The following will serve as a test for the correct form, to be signed by all the Board of Directors, for the amending the bylaws:

Adoption of Bylaws

We, the undersigned, are all of the initial Directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing bylaws, as the bylaws of this corporation.

Dated                                                          
               

Trustee Signature                                                                                                                                              
Print Trustee Name                                                                                                        

Article 7: Annual Accounting Period

The annual accounting period for this Corporation shall begin on the first day of January and shall end on the last day of December.

Article 8: Corporate Records and Seal

Corporate Records
The corporation shall keep at its principal office:

    • Minutes of all meetings of Board of Directors indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.
    • Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.
    • A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the staff, if any, of the corporation at all reasonable times during office hours.

Corporate Seal
The signatures of two of the following: President, Vice President, Secretary or Treasurer of Journeyman International shall             constitute the corporate seal. 

Article 9: Miscellaneous

Section 1: Execution of Documents

The Board of Directors may authorize by a majority vote any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of, and on behalf of Journeyman International and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or other person shall have any power or authority to bind Journeyman International by contract or shall have any power or authority to bind Journeyman International by contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.
                                 

Section 2: Inspection of Bylaws

Journeyman International shall keep in its principal office the original or a copy of its Articles of Incorporation and bylaws, as amended to date, certified by the Secretary, which shall be open to inspection by those employed by Journeyman International at all reasonable times during the office hours.

Section 3: Annual Meeting

The yearly meeting will take place in the first quarter of each new year. It’s purpose is to announce any new Board of Directors and provide a general overview of business under the prudence of President.

Article 10: IRS 501(c)3 Tax Exemption Provisions

Section 1: Limitations on Activities

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. 

Section 2: Prohibition Against Private Inurement

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, 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 of this corporation. 

Section 3: Distribution of Assets

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt religious purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code and under California Law or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.