BYLAWS AND CONSTITUTION
OF
THE LIBERIAN MINISTERS ASSOCIATION
ARTICLE 1: 
NAME
The name of this organization shall be “The Liberian Ministers Association” also referred to herein as “LMA.”
ARTICLE II: ADDRESS
The registered office of the corporation shall be the location of the Organization’s current Executive Director, 3900 Hubbard Ave. N. Robbinsdale, MN. 55422.
ARTICLE III: PREAMBLE
The Liberian Ministers Association, Minnesota, was formed (November 1996) with the following purposes in mind:
1) To create a spirit of fellowship amongst Liberian ministers and consolidate efforts to
serve the Liberian Immigrant community in the state of Minnesota;
2) To form prayer partnership amongst the ministers;
3) To support each minister’s ministry;
4) To help Liberian pastors and churches through special projects;
5) To identify and build relationship with Liberian ministers/Liberian
ministers organizations in other states in United States;
6) To be proactive in the Liberian Community, Minnesota;
ARTICLE IV: MEMBERSHIP
Section 1A Full Membership: All Liberian ministers and pastors are eligible for full membership in LMA regardless of duel citizenship. Membership shall also be extended to and encouraged for Liberians who are ministry leaders in Para-church organizations (examples: Prayer Bands, Evangelistic Organizations, etc). Membership in LMA shall be voluntary, not compulsory or automatic. With an invitation or encouragement, a minister or ministry leader may decide at his/her own will to associate with LMA and seek its membership with a written letter and filling out a membership form.
Section 1B. Responsibilities of Members: All those who chose to become members of the Liberian Ministers association are expected to maintain their membership by: a) Paying their monthly dues as agreed upon by the association; b) Attend the organization’s meetings at least once a month and; c) fully participate in the organization’s projects.
Section 1C. Consequences: While membership is voluntary, those who agree to become members and fail to meet the expectation(s) of the organization as stipulated above will experience the following: a) Will become inactive after three months of delinquency in due payments and participation in organization’s meeting and projects; b) Will not be entitled to other benefits of the organization including voting, holding leadership position, and ministering to other members of the organization.
Section 2. Associate Membership: An associate membership may be extended to a non-Liberian minister or ministry leader upon meeting all requisite requirements for membership as stipulated in Article IV section 1. Said individual(s) shall enjoy all the privileges that members of the organization enjoy with the exception of being eligible to become Executive Director or Chairman of the Board of Trustee.
Section 3. Participating or Partnering Membership: Churches and para-church organizations whose leader(s), holds or hold membership in the LMA shall be considered “participating or partnering” members of the LMA. This designation is not automatic though its pastor or ministry leader is a member of LMA; however, if requested by the pastor(s) or leader(s) of a church or organization and upon the approval of its governing board and 2/3 of its membership at a regular church meeting, a participating or partnering membership shall be extended. Thereafter, such participating or partnering member shall financially contribute annually to LMA not less then $200.00 and shall also receive quarterly report of the activities of LMA. A participating or partnering member may request a withdrawal of their membership at any time with a formal written letter indicating reason (s) of withdrawal. In any event, LMA shall honor the request after a careful consideration. Withdrawal of membership of a group does not mean the withdrawal of its pastor or ministry leader except the pastor or ministry leader so desires.
ARTICLE VOFFICERS
Section 1. The officers of LMA shall be: Executive Director, Assistant Executive Director, Secretary, Chaplain/Worship Director, Treasurer/Financial Officer, Publicity/Communications Director and other officers as the Board of Directors may designate from time to time.
Section 2:. The Executive Director: The Executive Director of LMA shall: a) serve as the principal leader and presiding officer at all meetings of the Association; b) serve as ex-officio on the Board; c) see to it that all orders and resolutions of the Board of Directors are carried out; d) execute and deliver, with the approval of the board, in the name of LMA any deeds, mortgages, bonds, contracts, including, without limitation, any instruments necessary or appropriate to enable LMA donate its income or principal in furtherance of the purposes described in its Articles of Incorporation; e) maintain records of LMA; f) call quarterly joint LMA members and Board meetings; g) Shall present yearly plans and budget of the organization to the Board of Trustee for approval.
Section 3. The Assistant Executive Director: The Assistant Executive Director shall serve next to the principal leader and presiding officer of LMA. In the absence of the Executive Director, the Assistant Executive Director assumes all duties and responsibilities of the Executive Director set forth in Section II.
Section 4: The Secretary: The Secretary shall serve in the capacity as Secretary of LMA. His/her responsibility is to keep record of all transactions of LMA during its meetings and report at subsequent meeting transactions of preceding meeting.
Section 5: Chaplain/Worship Director: The Chaplain/Worship Director shall serve in that capacity and shall also be responsible for planning and directing the worship services of the Association.
Section 6: Treasurer: The Treasurer of LMA shall: a) be the Financial Officer of LMA; b) keep accurate accounts of all moneys received or disbursed; c) deposit all monies, drafts, and checks in the name of, and to the credit of LMA in such banks and depositaries as all notes, checks, and drafts received; d) work in close consultation with the Executive Director and officers of LMA in developing a yearly budget for the organization; e) disburse the funds of LMA as approved in the budget by the Board of Directors and directed by the Executive Director, making proper vouchers therefore; f) render to the Executive or Assistant Directors whenever requested, an account of all his or her transactions as Treasurer and of the financial condition of LMA; g) perform such other duties as may from time to time be prescribed by the Board of Directors or Executive and Assistant Directors; h) and give a quarterly report at LMA’s meetings.
Section 7: Publicity/Communications Director: The Publicity/Communications Director shall be responsible to communicate all pertinent information of LMA including but not limited to the creation and upkeep of a newsletter; communications to LMA members for meetings or other impromptu functions, communications to churches, etc.
Section 8: Other Officers or Agents: LMA may have other officers or agents as may be recommended by the Executive Director and approved or deemed necessary by the Board of Directors. Such other officers shall have operational and administrative duties, and hold their offices for such terms as may be determined by resolution of the Board of Directors.
ARTICLE VI: ELECTION AND TERM OF OFFICE
Section 1: All elected officers of LMA shall serve for a period of two years; and may be re-elected for two consecutive terms in one elected office. Each elected officer of LMA shall hold office until their respective successors are duly elected, or until their earlier death, resignation, removal, or incapacitation. Elected officers shall officially take office in January of the following year after the election at the end of the previous October.
Section 2: Resignation: Any officer may resign at any time by giving written notice of resignation to the Board of Directors or to the Executive Director or to the Secretary. A resignation shall take effect at the time specified in the written notice or the time the written notice is received by LMA. Unless otherwise specified in the written notice, the acceptance of a resignation shall not be necessary to make it effective.
Section 3: Removal: Any officer may be removed from office if not functioning properly or show little interest for the position he/she was elected for. Removal vote shall be of a majority of LMA members and with the approval of the Board.
Section 4: Vacancy: A vacancy of any office because of death, resignation, or removal shall be filled for the unexpired portion of the term by a majority of LMA members and subsequent approval of the Board of Directors.
Section 5: Meetings. LMA shall meet once a month on the last Saturday except otherwise stated for fellowship and business, at a designated place, and the time which shall be agreed upon at the previous meeting. LMA shall also have a weekly prayer and a monthly community worship service on the last Sunday of each month, time and venue to be determined.
Section 6: Other Meetings: Other meetings shall be held for the purpose of advancing the goals of LMA. The Executive Director in consultation with the officers shall call such a meeting. Meetings shall be announced in advance, and all members shall have the opportunity to participate.
Section 7: Reports and Updates: During the business meetings of LMA, reports or updates shall be presented by appointed committees. LMA shall encourage written reports instead of verbal reports.
ARTICLE VII: BOARD OF DIRECTORS
Section 1. Election, Qualifications, and Number: The Board of Directors shall be elected by members of LMA as may be determined at one its regular meetings. Board of Directors may be non-Liberians, but its chairmanship be exclusively an ordained Liberian minister, active, regular attendant of meetings and events, and current with dues payment. Board of Directors shall consist of not less than three (3) not more than nine (9) Bible believing Christians, a maturity of whom must be adults. The Executive Director of LMA shall serve as an ex-officio member of the Board of Directors with a voice but not a vote.
Section 2. General Powers: The Board of Directors shall manage and direct the affairs of LMA. The Directors shall in all cases act as a Board, and in the transaction of business, the act of a majority present at a meeting, except as otherwise provided by the Articles of Incorporation, shall be the act of the Board, provided a quorum is present. The directors may adopt such rules and regulations for the conduct of their meetings and the management of LMA as they may deem proper, not inconsistent with any statute or these Bylaws.
Section 3. Term of Office: Each Director shall serve for an initial one (1) year term. The Board of Directors may, at any meeting, elect a new director upon the recommendation of the Executive Director to serve a full initial one (1) year upon the death, resignation, or removal of a Director.
Section 4. Removal: A Director may be removed from the Board of Directors for cause by the affirmative vote of not less than two-thirds of the total number of Directors of LMA.
Section 5. Voting: All elected directors of this corporation shall have full and equal voting rights at all meetings of the Board of Directors each Director shall have one (1) vote. The Board of Directors shall take action by the affirmative vote of a majority of the Directors present at a duly held meeting, except where the affirmative vote of a larger proportion or number is required by law, the Articles of Incorporation or these Bylaws.
Section 6. Regular meetings: Regular meetings of the Board of Directors may be held from time to time at such times and places as the Board of Directors may determine by resolution adopted by a majority of the Board of Directors. At least three (3) days’ notice of regular meetings will be given to each Director.
Section 7. Special Meetings: Special meetings of the Board of Directors may be called by the Chairman or by any three (3) or more Directors, by giving three (3) days’ notice to all Directors of the date, time, venue, and purpose of the meeting.
Section 8. Place of Meeting: The Board of Directors may hold its meetings at such place or places representative of a Church organization as it may from time to time determine.
Section 9: Quorum: Except as otherwise provided by statute or these Bylaws, the presence, in person, of a majority of the total number of Directors shall be required to constitute a quorum at any meeting, and the act of a majority of the Directors present at a meeting of the Board at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum is present. Notice of any adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken. If a quorum is present when a duly called or held board meeting is convened, the Directors present may continue until adjournment, notwithstanding that the withdrawal of a number of directors originally present leaves less than required for a quorum.
Section 10: Written Action: Any action required or permitted to be taken at a Board meeting may be taken by a written action signed collectively, or individually in counterparts, by the number of Directors that would be required to take the same action at a meeting of the Board of Directors. Any such written action shall be effective when signed by the required number of Directors indicated above, unless a different effective time is provided in the written action. When any written action is taken by less than all Directors, all Directors shall be immediately notified of its text and effective date.
Section 11: Vacancies: Vacancies on the Board of Directors resulting from the death, resignation, or removal may be filled by the affirmative vote of a majority of the remaining Directors, even though less than a quorum.
Section 12: Resignation: A Director may resign at any time by giving written notice to the Board with a copy to LMA members. The resignation is effective without acceptance when the notice is given, unless a later effective time is specified in the notice.
ARTICLE VI: FINANCIAL MATTERS
Section 1. Books and Records: LMA shall keep at its registered or principal office, correct and complete books and records, necessary and appropriate to the conduct of the corporate business, including minutes of the proceedings of its Board of Directors and any committees established by the Board of Directors, and the names and addresses of the members of the Board of Directors. All books and records of the corporation may be inspected by any member, during normal business hours, for any proper purpose at any reasonable time.
Section 2. Documents Kept at Registered Office: The Board of Directors shall keep at the registered office of LMA originals or copies of:
(1) Records of all proceedings of the Board of Directors;
(2) All accounting records financial statements of this corporation; and
(3) Articles of Incorporation and Bylaws of this corporation and all amendments and
restatements there to.
Section 3: Checks, Drafts, and other matters: All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of LMA, shall be signed by such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the Executive Director or Assistant Executive Director of LMA. All funds of LMA shall be deposited from time to time to the credit of LMA in such banks, trust companies or other depositaries as the Board of Directors may select. The Board of Directors may accept on behalf of LMA any contribution, gift, bequest or devise for the general purpose or for any special purpose of LMA.
ARTICLE VII: COMMITTEES
Section 1. Standing Committees: LMA shall appoint certain committees during one its regular meetings and submit such committees to the Board for approval or disapproval. If approved, the committees shall be responsible to discharge its duties for which it was constituted. The committees shall last indefinitely, but membership may change from time to time.
Section 2. Ad Hoc Committees: There shall be a formation of committees for particular and short term purposes and upon the completion of such goal or term, such committees shall be respectfully dissolved.
ARTICLE VIII: MISSION STATEMENT
The Liberian Ministers Association is to bring all Liberian pastors/ministers together, built a bond of relationship and form prayer partnership among themselves, support each other ministries, spiritually guide Liberians, organize, solicit funding, and implement social programs for the Liberian Immigrant Community in Minnesota.
ARTICLE IX : MOTTO
The motto of the organization shall be: walking in Love, Unity, Fellowship, Integrity and Accountability.
ARTICLE X: DISSOLUTION
The Liberian Ministers Association may be dissolved in accordance with the laws of the State of Minnesota. Upon dissolution of LMA, the Board of Directors shall, after paying or making provision for the payment of all expenses and liabilities of LMA, distribute all remaining assets of LMA to such organizations as shall at the time qualify under
Section 501(c ) (3 ) of the Internal Revenue Code of 1986.
ARTICLE XI AMENDMENTS
These Bylaws and Articles of Incorporation may be amended by a majority vote of members present at LMA’s called meeting and with the concurrence and approval of the Board of Directors.
These bylaws were revised and adopted on the 5th day of March, 2008 by the members of the LMA and with the approval of the Board of Directors.
