Bylaws Of ASON International, Inc.
October 2000 Revision 5 – 6/12/2017
Section I - Membership
The members of ASON International, Inc. (hereinafter referred to as "ASON International, Inc." or simply "ASON") shall be its President and its Board of Directors. Directors shall be received upon recommendation of the President of the Corporation and the approval of ASON's Board of Directors.
Section II - "Owners"
Since ASON exists to mobilize Americans to assist national Christian leaders to accomplish their God-given visions through ministries that share the gospel of Christ and relieve suffering, ASON's "owners" are those national Christian leaders.
Section III - Meetings
A. Annual Business Meeting
ASON shall hold an annual business meeting to receive reports, review a budget for the fiscal year ending December 31, elect directors, and consider any other business deemed necessary by the President or the Board of Directors. A member may present business at the Annual Meeting by submitting it to the President or Chairman of the Board in advance of the Annual Meeting for inclusion on the agenda. The Board of Directors shall determine the time and place of the Annual Business Meeting and shall endeavor to notify the Directors and President, in no case fewer than thirty (30) days before the Meeting.
B. Special Business Meeting
The Board of Directors or President may call a special business meeting of the Board by notifying its members of its purpose, time, and place no less than thirty (30) days before the special business meeting.
C. Quorum
A majority of the members for any annual or special business meeting shall constitute a quorum for any of its business sessions.
A. Number
Section IV - Directors
The Board of Directors shall comprise five (5) to twelve (12) directors, including the President as an ex-officio director. These directors shall meet the qualifications stated in ASON's Policy Manual under Policy Title "Board Member Code of Conduct". The Board and President shall determine the number of directors to be elected each year prior to such election, based on current needs and the maintenance of staggered rotating terms.
B. Election
Other than the President, each director shall be selected for a term of office through the following process of nomination, interview, and election:
Nomination -- Each year nominees shall be researched and presented to the Board,
preferably sixty days prior to its annual meeting.
Interview -- All nominees shall be interviewed in advance of their election to ascertain
their willingness and ability to serve. The names of nominees found willing and suitable shall be presented to the Board of Directors for consideration at their annual meeting.
Election -- Election of Directors shall require a simple majority of the Directors present and voting at the annual meeting.
C. Terms of Office
Each elected director shall serve for a term of three (3) years from the time of election and may serve consecutively for no more than three (3) terms. Partial unserved terms created by a vacating director shall be filled by Board appointment or terminated at the discretion of the Board.
Section V - Board of Directors
A. Function
The Board of Directors shall govern all the affairs of this corporation in accordance with the Articles of Incorporation, Bylaws, and current written policy. The Board of Directors shall create and implement written policy using the Policy Governance Model of board governance developed by John Carver in the book, Boards That Make a Difference.
B. Structure
The Board of Directors shall annually elect its own officers from among its members. Responsibilities of these officers shall be specified in written policy.
C. Board Meetings
Board meetings shall require notice to all directors, and attendance by a simple majority for a quorum. All Board actions shall require a simple majority of Directors present and voting unless otherwise stipulated in the Articles of Incorporation, Bylaws, or current written policy. As an alternative to a meeting, Board action may be taken through written or electronic means.
D. Responsibilities of Directors
The directors shall determine the Ends of ASON and assure that these Ends are achieved without permitting unacceptable actions and situations in the process.
Emphasis: With servant leadership, the Board will govern with an emphasis on outward vision rather than internal preoccupation, encouragement of diversity in viewpoints, strategic leadership more than administrative detail, clear distinction of Board and President roles, collective rather than individual decisions, the future rather than the past or present, and proactivity rather than reactivity.
Discipline: The Board shall enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation, policy making, principles, respect of roles, and ensuring continuance of governance capability.
Product: The product of the Board will consist primarily of (a) written policies that, at the broadest level, address Ends, President Limitations, Board Governance Process, and Board-President Relationship; (b) linkages with the "owners" (see By-Laws Section II) to educate itself regarding the values of the "owners", and to report back to the "owners" regarding its stewardship; and (c) monitoring of the organization and its staff.
E. Succession
If the chair is unable to perform board duties, the order of succession is: secretary followed by the treasurer.
Section VI – President
A. Function
The President shall be accountable to the Board for achieving Ends policy without violating President Limitations policy. The President shall be free to make any reasonable interpretations of the Ends and President Limitations policies. The President shall serve as the chief executive officer of ASON, International, Inc., and ex-officio member of all of ASON's bodies (boards, committees, etc.).
B. Term and Selection
The President shall serve at the discretion of the Board. The selection and hiring of a President shall be the responsibility of the Board of Directors. Evaluation, compensation, and removal of Presidents shall be carried out by the Board of Directors. An 80% vote of the entire Board of Directors is required for both hiring and dismissal of a President.
C. Vacancy
In the event of a vacancy, the Board of Directors may appoint a President Pro Tem to serve until the regular selection process can be completed. In the absence of a President or a President Pro Tem, the President's duties shall fall upon the Chairman of the Board of Directors.
Section VII- Staff
A. Function
All board authority delegated to the operational organization, including staff, shall be delegated through the president, so that all authority and accountability for the operational organization belongs to the President. Therefore, all staff shall report to the president or the president's representative. The president shall be the final authority in the hiring, evaluation, and dismissing of staff.
Section VIII- Policy Statements
To facilitate both continuity and flexibility, the Board of Directors shall adopt written policy to implement the Bylaws and the overall ministry of ASON, International. Such policy shall be written according to the Policy Governance Model and shall encompass at least four areas: Ends, President Limitations, Board Process, and Board-President Relationship. Adopting, revising, suspending, or revoking of such policy shall require a two-thirds (2/3) majority of the Board.
Section IX – Amendments
These By-Laws may be amended by the Board of Directors at a regular or special meeting, providing the directors have been given at least 30 days notice of the amendment.