Amacare Ministries Bylaws and Constitution
 

Preamble

These Bylaws are established to provide a clear framework of governance, accountability, and faithful stewardship for Amanacare Ministries (the “Organization”). As a Missouri nonprofit corporation organized exclusively for charitable, religious, and educational purposes under Section 501(c)(3) of the Internal Revenue Code, the Organization exists to serve the community with integrity, compassion, and excellence.

Grounded in principles of servant leadership, transparency, and lawful compliance, these Bylaws set forth the structure by which the Organization shall be directed and managed. They define the authority and responsibilities of the Board of Directors, Officers, Founding Members, and executive leadership to ensure that all activities advance the Organization’s mission and preserve its tax-exempt status.

These Bylaws are intended to:

·         Promote faithful stewardship of resources entrusted to the Organization.

·         Safeguard the Organization’s charitable and religious purposes.

·         Provide continuity and stability in governance.

·         Ensure accountability under the laws of the State of Missouri and applicable federal law.

·         Protect the integrity, mission, and long-term sustainability of the Organization.

All authority exercised under these Bylaws shall be guided by the Organization’s commitment to serving others, strengthening communities, and honoring the charitable purposes for which it was formed. In all matters, the Board of Directors shall act in good faith, with due care, and in the best interests of the Organization and those it serves.

I. Name and Purpose

1.1 Name
The name of the organization is Amanacare Ministries (the “Organization”).

1.2 Purpose
The Organization is organized and operated exclusively for charitable, religious, educational, and other purposes permitted under Section 501(c)(3) of the Internal Revenue Code and the laws of the State of Missouri. The purpose includes, but is not limited to: Providing spiritual guidance and support services to the community. Engaging in charitable activities, outreach, and community support service projects aligned with the Organization’s mission. Fostering partnerships with other nonprofit, faith-based, and community organizations to advance its purposes.

1.3 Limitations
No part of the net earnings shall inure to the benefit of any private individual or stakeholder, except as reasonable compensation for services rendered in pursuit of the Organization’s tax-exempt purposes. No substantial part of the Organization’s activities shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the Organization shall not participate in political campaigns on behalf of any candidate for public office.

II. Offices

2.1 Principal Office
The principal office of the Organization shall be located within the State of Missouri as determined by the Board of Directors (the “Board”). The Board may establish additional offices as needed.

2.2 Registered Agent
The Organization shall maintain a registered agent in the State of Missouri as required by law.

III. Non-membership Status

3.1 No Members
The Organization does not have members. The governance and decision-making responsibilities shall be vested in the Board of Directors as described herein. Any individuals or entities that support the Organization may be recognized as supporters or donors, but shall not possess membership rights, voting rights, or any other governance privileges. All or any resolutions and/or amendment passed shall by signed by the Founders in order to be law within this organization.

IV. Founding Members and Governance

4.1 Founding Members
The founding members are CHARLES CAWV THAO and SOUA THAO. However, Soua Thao shall not be involved in running or operating the daily activities of the Organization. 

4.2 Roles of Founding Members
Charles Cawv Thao: Founding Member (as applicable) whose role, if any, is defined by the Board.

Soua Thao: Founding Member who shall not participate in daily operations or governance decisions, unless invited or welcome by the Board for specific advisory or ceremonial purposes.

4.3 Board Authority
All day-to-day governance and strategic decisions shall be conducted by the Board of Directors in accordance with these Bylaws and applicable Missouri law.

4.4 Founders’ Appointment Authority (Vacant Board Scenario)
If, at any time, the Board has no Directors serving or available to appoint a Director, the Founding Members may jointly appoint a Director to the Board for a term not to exceed the then-applicable four-year term, subject to these Bylaws and Missouri law. The appointed Director shall possess the same rights and responsibilities as other Directors, including voting rights, and shall serve until the term ends or until removal consistent with these Bylaws.

The Founding Members’ appointment authority is exercised by written notice to the Organization, specifying the appointee and term. The appointment must comply with the Board’s then-existing qualification criteria and conflicts of interest policy.
This power is in addition to, and not a limitation on, the Board’s standard processes for appointing Directors under Section 5.4.

V. Board of Directors

5.1 Composition and Size
There shall be a minimum of five (5) and a maximum of nine (9) Directors. Directors are the top or supreme leaders and executive members responsible for enforcing these Bylaws and carrying out the Organization’s mission.

5.2 Qualifications
Directors must: Demonstrate a commitment to the Organization’s mission and values. Possess the ability to dedicate time and resources to Board duties. Not have disqualifying conflicts of interest that would impair governance (as defined by the Board’s conflict-of-interest policy).

5.3 Term of Office
Directors shall serve four-year terms. There shall be no hard term limits, meaning Directors may be re-elected or reappointed to successive four-year terms in accordance with these Bylaws and Board policy.

5.4 Elections and Appointments
Directors shall be elected by a majority vote of the Board. New Directors may be appointed to fill vacancies as permitted by these Bylaws.

5.5 Compensation
Board Members shall serve strictly in a volunteer capacity and shall not be considered employees, contractors, or hired workers of the Organization.

No Board Member shall receive compensation, salary, wages, or other monetary remuneration for service on the Board. However, Board Members may be reimbursed or pay for reasonable and necessary expenses incurred in the performance of their official duties, including but not limited to travel, lodging, meals, and other pre-approved expenses, in accordance with the Organization’s financial policies and applicable law. All reimbursements must be properly documented and approved pursuant to the Organization’s internal controls and conflict-of-interest policy.

5.6 Removal
Directors may be removed with or without cause by a two-thirds (2/3) vote of the Board, subject to applicable Missouri law. Notwithstanding the Board’s removal authority, the Founding Members retain rights under Section 4.4 to terminate Directors for adequate reason, as described in Section 4.4.

5.7 Founders’ Removal Authority (Adequate Reason)
The Founding Members (CHARLES CAWV THAO AND SOUA THAO) or their designated representative or power of attorney may request the Board to initiate removal proceedings for a Director who, in the Founding Members’ reasonable judgment, demonstrates conduct that constitutes adequate cause, including but not limited to: willful neglect of duties, gross misconduct, fraud, or substantial conflict of interest that harms the Organization. Removal under this provision shall be initiated by written notice from a Founding Member to the Board and shall follow a process substantially similar to the Board’s standard removal procedures, including notice, opportunity to be heard, and a vote by the Board. A two-thirds (2/3) vote of the Directors then in office is required to remove a Director under this provision. This authority is in addition to, and not a limitation on, the Board’s standard removal rights under Section 5.5. If there is any inconsistency, the stricter standard or the one most protective of the Organization’s interests shall prevail, as determined by the Board.

5.8 Founders’ Policy and Amendment Approval Requirement (New Requirement)
No Policy or Amendment proposed by the Board shall take effect unless it is submitted in writing to the Founding Members (or their designated representative or power of attorney) and signed by the Founding Members (or their designated representative) for approval. The Founding Members shall have a reasonable period, not to exceed thirty (30) days, to review and sign the document. If the Founding Members fail to sign within the period, the policy or amendment shall be considered void and ineffective, unless the Board resubmits it with changes that address the Founding Members’ concerns and obtains signature within a new thirty-day window. A policy or amendment that has been signed by the Founding Members shall become effective on the date of signature or as otherwise specified in the document. The Board may not implement any policy or amendment that has not been signed by the Founding Members, except as may be permitted by a separate written agreement between the Founders and the Board. This requirement does not apply to ordinary internal administrative procedures that do not alter the Organization’s governance, budgeting, or mission governance.
For purposes of this section, “Policy” means a formal organizational rule, guideline, or protocol that governs the Organization’s operations, fiduciary practices, or governance structure, and “Amendment” means any change to these Bylaws or the Operating Agreement that would affect governance or tax-exempt status.

5.9 Meetings
Regular meetings: The Board shall meet at least quarterly at a time and place determined by the Board. Special meetings: May be called by the President or a majority of Directors with notice given as required by Missouri law.

ANNUAL MEETING: The Board shall hold one mandatory annual meeting each fiscal year to address strategic planning, budget approval, election, and other essential governance matters. The annual meeting shall occur at a date, time, and location designated by the Board at least ninety (90) days in advance.

5.10 Quorum and Voting
A majority of the then-serving Directors shall constitute a quorum for Board meetings. Each Director shall have one vote. Decisions require a majority of those present, unless a different threshold is required by these Bylaws or law.

5.11 Roles and Responsibilities
The Board shall oversee:
Strategic planning and mission fulfillment.
Financial oversight and risk management.
Appointment and supervision of the President.
Adoption and amendment of these Bylaws.
Compliance with all applicable laws and the Operating Agreement.

5.12 Board Officer Positions and Voting Authority

The Board of Directors shall consist of the following officer positions, all of whom shall be Directors and shall possess full voting rights on all matters brought before the Board:

1.      Chairman of the Board
The Board shall elect a Chairman from among the Directors. The Chairman shall preside over Board meetings, provide leadership to the Board, ensure proper governance practices are followed, and perform such other duties as assigned by the Board.

2.      Corporate Secretary
The Board shall elect a Corporate Secretary from among the Directors. The Corporate Secretary shall be responsible for maintaining corporate records, minutes of meetings, official documents, and governance filings, and for ensuring proper notice of meetings in accordance with these Bylaws and Missouri law.

3.      Corporate Treasurer
The Board shall elect a Corporate Treasurer from among the Directors. The Corporate Treasurer shall oversee financial governance, budgeting processes, financial reporting, and internal controls, and shall present financial updates to the Board as required.

4.      Two Corporate Advisors
The Board shall elect two (2) Corporate Advisors. Corporate Advisors shall serve as Directors and shall have full voting authority unless otherwise restricted by law. They shall provide strategic counsel, governance insight, and organizational oversight as requested by the Board.

All individuals holding the above positions shall count toward quorum requirements and shall exercise one (1) vote each on Board matters.

Election, removal, term length, and replacement of these positions shall be governed by the applicable provisions of Sections 5 and 6 of these Bylaws, unless otherwise specified herein.

VI. Officers and Executive Leadership

6.1 Executive Officers
There shall be the following corporate officers elected and/or hire by the Board:
President
Secretary
Financial Manager

6.2 Election and Term of Officers
Officers shall be elected and/or hired by the Board from among its members or as otherwise permitted by the Board’s rules. Officers shall serve until the Board decides to retire, terminate, or has no need for their services. Officers may be removed with or without cause by a majority vote of the Board.

6.3 President (Executive Director)
The President is a hired employee and acts as the primary executive leader responsible for day-to-day operations.

The President reports to the Board and carries out the Board’s directions. The President shall oversee organizational activities, implement policies, manage staff, and ensure alignment with the Organization’s mission and budget. The President may be terminated or retained at the Board’s discretion, consistent with Missouri employment laws and any applicable employment agreement.

6.4 Secretary
Responsible for maintaining corporate records, minutes of all Board and member meetings (if applicable), governance documents, and official filings.
Ensures timely notice of meetings and proper recordkeeping.

6.5 Treasurer
Responsible for financial oversight, including the management of funds, financial reporting, budgeting, internal controls, and coordination with the external auditors (if any). Prepares and presents periodic financial statements to the Board.

VII. Operating Agreement and Missouri Law

7.1 Compliance
These Bylaws are drafted in accordance with the Missouri Nonprofit Corporation Act and any applicable state and federal laws. Where there is any inconsistency with the Operating Agreement (if one exists) or with Missouri law, the stricter provision or the one most protective of the Organization’s tax-exempt status shall prevail, as determined by the Board.

7.2 Operating Agreement
If the Organization adopts an Operating Agreement, it shall be consistent with these Bylaws and Missouri law. In the event of any conflict, these Bylaws shall govern to the extent permitted by law.

7.3 Amendments
Amendments to these Bylaws may be adopted by a two-thirds (2/3) vote of the Directors then in office, provided written notice of the proposed amendment is given to all Directors at least ten (10) days prior to the meeting.

VIII. Financial Management

8.1 Fiscal Year
The fiscal year of the Organization shall be established by the Board.

8.2 Budget
The President, in coordination with the Treasurer, shall prepare an annual budget for Board approval.

8.3 Financial Controls
The Organization shall maintain appropriate internal controls to ensure accuracy of financial reporting and protect assets from misuse or fraud.

8.4 Audits
The Board may require an external audit or review of the Organization’s financial statements at its discretion or as required by law or funders.

IX. Conflict of Interest

9.1 Policy
The Organization shall adopt and follow a Conflict of Interest Policy to prevent self-dealing and ensure that decisions are made in the Organization’s best interests.

9.2 Disclosure
Directors, Officers, and Key Employees shall disclose conflicts of interest as they arise and annually as required by the policy.

X. Meetings and Documentation

10.1 Minutes
Accurate minutes of all Board meetings shall be kept and maintained as part of the Organization’s records.

10.2 Access to Records
Proper records shall be maintained and made available to Directors and, as applicable, to public filings, funders, and regulatory authorities in compliance with the law.

XI. Indemnification and Limitation of Liability
11.1 Indemnification
To the fullest extent permitted by Missouri law, the Organization may indemnify Directors, Officers, employees, and agents against expenses actually and reasonably incurred in defending actions arising from their service to the Organization, unless the conduct was knowingly fraudulent or illegal.

11.2 Limitation of Liability
No Director or Officer shall be personally liable for monetary damages for breach of duty as a Director or Officer, except for liability arising from willful misconduct, gross negligence, or violations of the law.

XII. Dissolution

12.1 Dissolution
If the Organization dissolves, its assets shall not be distributed to any Board member exempt purposes under the applicable provisions of the Internal Revenue Code and Missouri law, consistent with the Organization’s charitable mission and in a manner approved by the Board.

XIII. Miscellaneous

13.1 Gender-Neutral Language
Throughout these Bylaws, words implying gender shall be interpreted in a gender-neutral manner where appropriate.

13.2 Severability
If any provision of these Bylaws is determined to be invalid, the remaining provisions shall remain in effect.

13.3 Headings
Headings are for convenience and do not affect interpretation.

XIV. Adoption
nternal Revenue Code and the laws of the State of Missouri. The purpose includes, but is not limited to: Providing spiritual guidance and support services to the community. Engaging in charitable activities, outreach, and community support service projects aligned with the Organization’s mission. Fostering partnerships with other nonprofit, faith-based, and community organizations to advance its purposes.

1.3 Limitations
No part of the net earnings shall inure to the benefit of any private individual or stakeholder, except as reasonable compensation for services rendered in pursuit of the Organization’s tax-exempt purposes. No substantial part of the Organization’s activities shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the Organization shall not participate in political campaigns on behalf of any candidate for public office.

II. Offices

2.1 Principal Office
The principal office of the Organization shall be located within the State of Missouri as determined by the Board of Directors (the “Board”). The Board may establish additional offices as needed.

2.2 Registered Agent
The Organization shall maintain a registered agent in the State of Missouri as required by law.

III. Non-membership Status

3.1 No Members
The Organization does not have members. The governance and decision-making responsibilities shall be vested in the Board of Directors as described herein. Any individuals or entities that support the Organization may be recognized as supporters or donors, but shall not possess membership rights, voting rights, or any other governance privileges. All or any resolutions and/or amendment passed shall by signed by the Founders in order to be law within this organization.

IV. Founding Members and Governance

4.1 Founding Members
The founding members are CHARLES CAWV THAO and SOUA THAO. However, Soua Thao shall not be involved in running or operating the daily activities of the Organization. 

4.2 Roles of Founding Members
Charles Cawv Thao: Founding Member (as applicable) whose role, if any, is defined by the Board.

Soua Thao: Founding Member who shall not participate in daily operations or governance decisions, unless invited or welcome by the Board for specific advisory or ceremonial purposes.

4.3 Board Authority
All day-to-day governance and strategic decisions shall be conducted by the Board of Directors in accordance with these Bylaws and applicable Missouri law.

4.4 Founders’ Appointment Authority (Vacant Board Scenario)
If, at any time, the Board has no Directors serving or available to appoint a Director, the Founding Members may jointly appoint a Director to the Board for a term not to exceed the then-applicable four-year term, subject to these Bylaws and Missouri law. The appointed Director shall possess the same rights and responsibilities as other Directors, including voting rights, and shall serve until the term ends or until removal consistent with these Bylaws.

The Founding Members’ appointment authority is exercised by written notice to the Organization, specifying the appointee and term. The appointment must comply with the Board’s then-existing qualification criteria and conflicts of interest policy.
This power is in addition to, and not a limitation on, the Board’s standard processes for appointing Directors under Section 5.4.

V. Board of Directors

5.1 Composition and Size
There shall be a minimum of five (5) and a maximum of nine (9) Directors. Directors are the top or supreme leaders and executive members responsible for enforcing these Bylaws and carrying out the Organization’s mission.

5.2 Qualifications
Directors must: Demonstrate a commitment to the Organization’s mission and values. Possess the ability to dedicate time and resources to Board duties. Not have disqualifying conflicts of interest that would impair governance (as defined by the Board’s conflict-of-interest policy).

5.3 Term of Office
Directors shall serve four-year terms. There shall be no hard term limits, meaning Directors may be re-elected or reappointed to successive four-year terms in accordance with these Bylaws and Board policy.

5.4 Elections and Appointments
Directors shall be elected by a majority vote of the Board. New Directors may be appointed to fill vacancies as permitted by these Bylaws.

5.5 Compensation
Board Members shall serve strictly in a volunteer capacity and shall not be considered employees, contractors, or hired workers of the Organization.

No Board Member shall receive compensation, salary, wages, or other monetary remuneration for service on the Board. However, Board Members may be reimbursed or pay for reasonable and necessary expenses incurred in the performance of their official duties, including but not limited to travel, lodging, meals, and other pre-approved expenses, in accordance with the Organization’s financial policies and applicable law. All reimbursements must be properly documented and approved pursuant to the Organization’s internal controls and conflict-of-interest policy.

5.6 Removal
Directors may be removed with or without cause by a two-thirds (2/3) vote of the Board, subject to applicable Missouri law. Notwithstanding the Board’s removal authority, the Founding Members retain rights under Section 4.4 to terminate Directors for adequate reason, as described in Section 4.4.

5.7 Founders’ Removal Authority (Adequate Reason)
The Founding Members (CHARLES CAWV THAO AND SOUA THAO) or their designated representative or power of attorney may request the Board to initiate removal proceedings for a Director who, in the Founding Members’ reasonable judgment, demonstrates conduct that constitutes adequate cause, including but not limited to: willful neglect of duties, gross misconduct, fraud, or substantial conflict of interest that harms the Organization. Removal under this provision shall be initiated by written notice from a Founding Member to the Board and shall follow a process substantially similar to the Board’s standard removal procedures, including notice, opportunity to be heard, and a vote by the Board. A two-thirds (2/3) vote of the Directors then in office is required to remove a Director under this provision. This authority is in addition to, and not a limitation on, the Board’s standard removal rights under Section 5.5. If there is any inconsistency, the stricter standard or the one most protective of the Organization’s interests shall prevail, as determined by the Board.

5.8 Founders’ Policy and Amendment Approval Requirement (New Requirement)
No Policy or Amendment proposed by the Board shall take effect unless it is submitted in writing to the Founding Members (or their designated representative or power of attorney) and signed by the Founding Members (or their designated representative) for approval. The Founding Members shall have a reasonable period, not to exceed thirty (30) days, to review and sign the document. If the Founding Members fail to sign within the period, the policy or amendment shall be considered void and ineffective, unless the Board resubmits it with changes that address the Founding Members’ concerns and obtains signature within a new thirty-day window. A policy or amendment that has been signed by the Founding Members shall become effective on the date of signature or as otherwise specified in the document. The Board may not implement any policy or amendment that has not been signed by the Founding Members, except as may be permitted by a separate written agreement between the Founders and the Board. This requirement does not apply to ordinary internal administrative procedures that do not alter the Organization’s governance, budgeting, or mission governance.
For purposes of this section, “Policy” means a formal organizational rule, guideline, or protocol that governs the Organization’s operations, fiduciary practices, or governance structure, and “Amendment” means any change to these Bylaws or the Operating Agreement that would affect governance or tax-exempt status.

5.9 Meetings
Regular meetings: The Board shall meet at least quarterly at a time and place determined by the Board. Special meetings: May be called by the President or a majority of Directors with notice given as required by Missouri law.

ANNUAL MEETING: The Board shall hold one mandatory annual meeting each fiscal year to address strategic planning, budget approval, election, and other essential governance matters. The annual meeting shall occur at a date, time, and location designated by the Board at least ninety (90) days in advance.

5.10 Quorum and Voting
A majority of the then-serving Directors shall constitute a quorum for Board meetings. Each Director shall have one vote. Decisions require a majority of those present, unless a different threshold is required by these Bylaws or law.

5.11 Roles and Responsibilities
The Board shall oversee:
Strategic planning and mission fulfillment.
Financial oversight and risk management.
Appointment and supervision of the President.
Adoption and amendment of these Bylaws.
Compliance with all applicable laws and the Operating Agreement.

5.12 Board Officer Positions and Voting Authority

The Board of Directors shall consist of the following officer positions, all of whom shall be Directors and shall possess full voting rights on all matters brought before the Board:

1.      Chairman of the Board
The Board shall elect a Chairman from among the Directors. The Chairman shall preside over Board meetings, provide leadership to the Board, ensure proper governance practices are followed, and perform such other duties as assigned by the Board.

2.      Corporate Secretary
The Board shall elect a Corporate Secretary from among the Directors. The Corporate Secretary shall be responsible for maintaining corporate records, minutes of meetings, official documents, and governance filings, and for ensuring proper notice of meetings in accordance with these Bylaws and Missouri law.

3.      Corporate Treasurer
The Board shall elect a Corporate Treasurer from among the Directors. The Corporate Treasurer shall oversee financial governance, budgeting processes, financial reporting, and internal controls, and shall present financial updates to the Board as required.

4.      Two Corporate Advisors
The Board shall elect two (2) Corporate Advisors. Corporate Advisors shall serve as Directors and shall have full voting authority unless otherwise restricted by law. They shall provide strategic counsel, governance insight, and organizational oversight as requested by the Board.

All individuals holding the above positions shall count toward quorum requirements and shall exercise one (1) vote each on Board matters.

Election, removal, term length, and replacement of these positions shall be governed by the applicable provisions of Sections 5 and 6 of these Bylaws, unless otherwise specified herein.

VI. Officers and Executive Leadership

6.1 Executive Officers
There shall be the following corporate officers elected and/or hire by the Board:
President
Secretary
Financial Manager

6.2 Election and Term of Officers
Officers shall be elected and/or hired by the Board from among its members or as otherwise permitted by the Board’s rules. Officers shall serve until the Board decides to retire, terminate, or has no need for their services. Officers may be removed with or without cause by a majority vote of the Board.

6.3 President (Executive Director)
The President is a hired employee and acts as the primary executive leader responsible for day-to-day operations.

The President reports to the Board and carries out the Board’s directions. The President shall oversee organizational activities, implement policies, manage staff, and ensure alignment with the Organization’s mission and budget. The President may be terminated or retained at the Board’s discretion, consistent with Missouri employment laws and any applicable employment agreement.

6.4 Secretary
Responsible for maintaining corporate records, minutes of all Board and member meetings (if applicable), governance documents, and official filings.
Ensures timely notice of meetings and proper recordkeeping.

6.5 Treasurer
Responsible for financial oversight, including the management of funds, financial reporting, budgeting, internal controls, and coordination with the external auditors (if any). Prepares and presents periodic financial statements to the Board.

VII. Operating Agreement and Missouri Law

7.1 Compliance
These Bylaws are drafted in accordance with the Missouri Nonprofit Corporation Act and any applicable state and federal laws. Where there is any inconsistency with the Operating Agreement (if one exists) or with Missouri law, the stricter provision or the one most protective of the Organization’s tax-exempt status shall prevail, as determined by the Board.

7.2 Operating Agreement
If the Organization adopts an Operating Agreement, it shall be consistent with these Bylaws and Missouri law. In the event of any conflict, these Bylaws shall govern to the extent permitted by law.

7.3 Amendments
Amendments to these Bylaws may be adopted by a two-thirds (2/3) vote of the Directors then in office, provided written notice of the proposed amendment is given to all Directors at least ten (10) days prior to the meeting.

VIII. Financial Management

8.1 Fiscal Year
The fiscal year of the Organization shall be established by the Board.

8.2 Budget
The President, in coordination with the Treasurer, shall prepare an annual budget for Board approval.

8.3 Financial Controls
The Organization shall maintain appropriate internal controls to ensure accuracy of financial reporting and protect assets from misuse or fraud.

8.4 Audits
The Board may require an external audit or review of the Organization’s financial statements at its discretion or as required by law or funders.

IX. Conflict of Interest

9.1 Policy
The Organization shall adopt and follow a Conflict of Interest Policy to prevent self-dealing and ensure that decisions are made in the Organization’s best interests.

9.2 Disclosure
Directors, Officers, and Key Employees shall disclose conflicts of interest as they arise and annually as required by the policy.

X. Meetings and Documentation

10.1 Minutes
Accurate minutes of all Board meetings shall be kept and maintained as part of the Organization’s records.

10.2 Access to Records
Proper records shall be maintained and made available to Directors and, as applicable, to public filings, funders, and regulatory authorities in compliance with the law.

XI. Indemnification and Limitation of Liability
11.1 Indemnification
To the fullest extent permitted by Missouri law, the Organization may indemnify Directors, Officers, employees, and agents against expenses actually and reasonably incurred in defending actions arising from their service to the Organization, unless the conduct was knowingly fraudulent or illegal.

11.2 Limitation of Liability
No Director or Officer shall be personally liable for monetary damages for breach of duty as a Director or Officer, except for liability arising from willful misconduct, gross negligence, or violations of the law.

XII. Dissolution

12.1 Dissolution
If the Organization dissolves, its assets shall not be distributed to any Board member exempt purposes under the applicable provisions of the Internal Revenue Code and Missouri law, consistent with the Organization’s charitable mission and in a manner approved by the Board.

XIII. Miscellaneous

13.1 Gender-Neutral Language
Throughout these Bylaws, words implying gender shall be interpreted in a gender-neutral manner where appropriate.

13.2 Severability
If any provision of these Bylaws is determined to be invalid, the remaining provisions shall remain in effect.

13.3 Headings
Headings are for convenience and do not affect interpretation.

XIV. Adoption and Effectiveness of the Bylaws
These Bylaws were duly adopted by the Board of Directors of Amanacare Ministries at its Annual Meeting. The adopted Bylaws shall be recorded in the official minute book of the organization and promptly forwarded to the Founders for their review and signatures. The Bylaws shall become effective upon being signed by the Founders, in accordance with the governing authority and organizational requirements of Amanacare Ministries.

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