By-Laws | Words From The Word International

BYLAWS

Words from the Word International

A New Jersey Nonprofit Religious Corporation

ARTICLE I – NAME

The name of this corporation shall be Words from the Word International, hereafter referred to as “the Corporation.”

ARTICLE II – PURPOSE

This Corporation is organized exclusively for religious, charitable, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

The specific purpose of this Corporation shall include any charitable purpose allowed under law, including but not limited to:

To proclaim the Gospel of Jesus Christ domestically and internationally; to teach and disciple believers through Bible study, leadership training, evangelism, and missions outreach; and to advance the Kingdom of God through prayer, education, and compassionate services including but not limited to: Yearly scholarship awards, Inner healing and deliverance ministries to meet the needs in both individual appointment and corporate meetings, Pastoral care, council and accountability to pastors, elders, and other church/organizational leaders.

ARTICLE III – STATEMENT OF FAITH

The Corporation affirms the following Truth:

The Bible is the inspired, infallible, immutable Word of God.
There is one God eternally existing in three persons: Father, Son, and Holy Spirit.
Salvation is through faith in Jesus Christ alone and his finished work on the cross.
Baptism is the first sign of obedience of the new believer, an outward confession of the inward change, and is an example of Christ’s death, burial and resurrection, thus water baptism is achieved via full immersion, in the name of The Father, The Son, and The Holy Spirit.
Through Christ’s death, burial, and resurrection Satan has been stripped of power and authority.
The Holy Spirit is active and empowers believers with spiritual gifts, (detailed in 1 Corinthians 12:1-11) to stand and operate in direct opposition to the schemes of the enemy.
God desires His people to walk in wholeness-spirit, soul, and body through the finished work of Christ.
The Church (the body) is called to fulfill the Great Commission (Matthew 28:19–20).

ARTICLE IV – OFFICES

The principal office shall be located in the State of New Jersey.

The Corporation may establish additional offices as needed.

ARTICLE V – BOARD OF DIRECTORS

Section 1 – Authority

The Board of Directors shall govern the affairs of the Corporation.

Section 2 – Number

The Corporation shall have no fewer than three (3) directors.

Section 3 – Term

Directors shall serve three-year terms and may be reappointed.

Section 4 – Removal

A director may be removed by a two-thirds vote of the Board.

ARTICLE VI – OFFICERS

President/Founder: Reverend Patricia Martin

The officers shall include:

Director: Reverend Patricia Martin

Chair: Renee Evans (formerly Miller)
Vice Chair: Mark Ford Esq.
Secretary/Treasurer: Josie Doran
Technical/Commercial/Advertising: Johanna Doran
Compassion/Outreach: Linda Jacobson

One officer may serve as Secretary/Treasurer.

Voting Board Members who are related will not constitute more than 49% familial control for issues needing resolution.
The Board may vote to add additional officers as ministry needs are made apparent.

Officers shall be elected by the Board annually.

ARTICLE VII – DUTIES OF OFFICERS

Chair

Will preside over meetings
Will provide leadership oversight
Will ensure mission alignment

Secretary/Treasurer

Record and maintain official minutes.

Will oversee financial accountability.
Will ensure annual IRS Form 990 (if required), and other federal or state filings are submitted following appropriate guidelines.

ARTICLE VIII – MEETINGS

The Board shall meet at least annually.
Special meetings may be called by the Chair.
A majority constitutes a quorum.
Meetings may be held virtually.

ARTICLE IX – COMPENSATION

Directors shall serve without compensation, except reasonable reimbursement of expenses.

Any compensation for services must be:

Reasonable
Approved by disinterested directors
Documented in minutes

ARTICLE X – CONFLICT OF INTEREST

The Corporation shall adopt and enforce a Conflict-of-Interest Policy consistent with IRS requirements.

See Appendix 1

ARTICLE XI – FINANCIAL POLICIES

Fiscal year shall be January 1 – December 31.
All funds shall be used exclusively for the mission.
Two authorized signatures may be required for major expenditures that exceed $2500.

ARTICLE XII – INDEMNIFICATION

The Corporation shall indemnify its directors and officers to the fullest extent permitted by New Jersey law.

The Corporation shall provide Directors and Officers insurance.

ARTICLE XIII – DISSOLUTION

Upon dissolution, assets shall be distributed exclusively for religious or charitable purposes under Section 501(c)(3), or to another qualifying organization.

ARTICLE XIV – AMENDMENTS

These bylaws may be amended by a two-thirds vote of the Board

Appendix 1

CONFLICT OF INTEREST POLICY

Words From The Word International

(A New Jersey Nonprofit Corporation)

ARTICLE I – PURPOSE

The purpose of this Conflict of Interest Policy (“Policy”) is to protect the interests of Words From The Word International (the “Corporation”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director, officer, or key employee.

This Policy is intended to:

Comply with the New Jersey Nonprofit Corporation Act (N.J.S.A. 15A:1-1 et seq.)
Safeguard the Corporation’s tax-exempt status
Prevent private inurement and excess benefit transactions
Ensure decisions are made in the best interests of the Corporation

ARTICLE II – DEFINITIONS

1. Interested Person

Any director, officer, or member of a committee with board-delegated powers who has a direct or indirect financial interest.

2. Financial Interest

A person has a financial interest if they, directly or indirectly through business, investment, or family:

Have an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement
Have a compensation arrangement with the Corporation or with any entity or individual involved in a transaction
May receive financial benefit from a transaction

Family includes spouse, domestic partner, ancestors, siblings, children, grandchildren, great-grandchildren, and spouses of those individuals.

3. Conflict of Interest

A conflict exists when a person’s financial or personal interests could interfere with their duty of loyalty and care to the Corporation.

ARTICLE III – DUTY TO DISCLOSE

An Interested Person must disclose the existence of any financial interest and all material facts to the Board or appropriate committee.
Disclosure must occur:
- Prior to the discussion of the matter
- Annually through a written disclosure form
The disclosure shall be recorded in the meeting minutes

ARTICLE IV – PROCEDURES FOR ADDRESSING A CONFLICT

1. Determination of Conflict

After disclosure, the remaining disinterested directors shall determine whether a conflict of interest exists.

The Interested Person may be present to answer questions but must leave the meeting during discussion and voting.

2. Recusal

The Interested Person shall:

Not participate in the discussion
Not vote on the matter
Not attempt to influence the decision

3. Consideration of Alternatives

The Board shall, where appropriate:

Investigate alternative transactions
Compare bids or proposals
Ensure fairness and reasonableness

4. Approval

A transaction involving a conflict may be approved only if:

It is fair and reasonable
It is in the Corporation’s best interest
It is approved by a majority of disinterested directors

ARTICLE V – DOCUMENTATION

The minutes of the Board shall document:

The name of the Interested Person
The nature of financial interest
That the individual left the room
Alternatives considered
The final vote and decision

Documentation shall be maintained in the corporate records.

ARTICLE VI – COMPENSATION MATTERS

A voting director who receives compensation from the Corporation:

May not vote on matters pertaining to their compensation
May provide information at the Board’s request
Shall not be present during deliberation or voting

The Board shall use comparability data when setting compensation to ensure it is reasonable and not excessive.

ARTICLE VII – VIOLATIONS

If the Board has reasonable cause to believe a person failed to disclose a conflict:

The individual shall be informed of the basis for concern.
They shall be given an opportunity to explain.
If a violation is determined, the Board may take corrective or disciplinary action.

ARTICLE VIII – ANNUAL DISCLOSURES

Each director and officer shall annually sign a statement affirming that they:

Have received a copy of this Policy
Have read and understand it
Agree to comply with it
Have disclosed all potential conflicts

Signed statements shall be retained in corporate records.

ARTICLE IX – PERIODIC REVIEWS

To ensure the Corporation operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted regarding:

Compensation arrangements
Partnerships and joint ventures
Transactions involving board members or insiders

ARTICLE X – LOANS AND PRIVATE BENEFIT

The Corporation shall not:

Make loans to directors or officers
Permit private inurement
Engage in transactions resulting in excess benefit
CERTIFICATION
This Conflict of Interest Policy was adopted by the Board of Directors of Words From The Word International on:
Date: ___________________________
Board Secretary: ___________________________
Board President: ___________________________

Appendix 2

Words From The Word International

Sexual Harassment Prevention Policy

1. Purpose

Words From The Word International is committed to providing a work and ministry environment that reflects dignity, respect, and Christian values. Sexual harassment and any form of unlawful harassment or discrimination are strictly prohibited.

This policy applies to all:

Employees
Volunteers
Board members
Contractors
Interns
Ministry participants and representatives

This policy complies with New Jersey Law Against Discrimination (NJLAD) and applicable federal laws.

2. Policy Statement

Words From The Word International maintains a zero-tolerance policy for sexual harassment and retaliation. All individuals are entitled to a workplace and ministry environment free from unwelcome sexual conduct, intimidation, or offensive behavior.

Harassment is prohibited:

In the workplace or ministry setting
At organizational events, conferences, retreats, or outreach activities
During travel or virtual communications related to the organization

3. Definition of Sexual Harassment

Sexual harassment includes unwelcome conduct of a sexual nature that affects an individual’s employment, volunteer service, ministry participation, or creates a hostile environment.

Sexual harassment may include, but is not limited to:

Verbal Conduct

Sexual jokes, comments, or innuendo
Questions about a person’s body or personal relationships
Repeated requests for dates or personal contact

Non-Verbal Conduct

Displaying sexually suggestive images or messages
Leering or suggestive gestures

Physical Conduct

Unwanted touching, hugging, or physical contact
Blocking movement or invading personal space

Digital/Online Conduct

Inappropriate texts, emails, social media messages, or images

4. Quid Pro Quo Harassment

This occurs when:

Submission to sexual conduct is made a condition of employment, volunteer opportunity, promotion, leadership role, or ministry participation; or
Decisions affecting an individual are based on acceptance or rejection of such conduct.

5. Hostile Environment

A hostile environment exists when unwelcome sexual behavior:

Interferes with work or ministry performance; or
Creates an intimidating, offensive, or uncomfortable atmosphere.

6. Reporting Sexual Harassment

Anyone who experiences or witnesses sexual harassment should report it immediately.

Reports may be made to:

Executive Director/President
Board Chair
Human Resources representative (if applicable)
Any Board Member

If the complaint involves the President or leadership, the report should be made directly to the Board Chair or the full Board of Directors.

Reports may be made verbally or in writing and should include:

Description of the conduct
Date(s) and location
Names of individuals involved
Any witnesses

7. Investigation Procedure

All complaints will be:

Taken seriously
Investigated promptly and confidentially to the extent possible
Handled impartially and professionally

The organization will:

Interview relevant parties
Review evidence
Document findings
Take appropriate corrective action

8. Corrective Action

If sexual harassment is substantiated, corrective action may include:

Counseling or training
Written warning
Removal from leadership or volunteer role
Suspension or termination of employment or service
Reporting to appropriate authorities, if required

9. Protection Against Retaliation

Retaliation against anyone who:

Reports harassment
Participates in an investigation
Raises concerns in good faith

is strictly prohibited and will result in disciplinary action.

10. Confidentiality

Information related to complaints will be shared only with those who need to know to conduct a proper investigation and resolution.

11. False Complaints

Knowingly making false accusations is prohibited and may result in disciplinary action. However, complaints made in good faith will not result in discipline, even if not substantiated.

12. Responsibility of Leadership

Board members, supervisors, and ministry leaders must:

Model respectful behavior
Take complaints seriously
Report concerns immediately
Cooperate fully with investigations

13. Training and Awareness

Words From The Word International will:

Provide periodic harassment prevention training
Distribute this policy to employees, volunteers, and board members
Require acknowledgment of receipt

14. Acknowledgment

All individuals serving the organization must sign an acknowledgment confirming they have read, understood, and agree to comply with this policy.

15. Commitment to a Respectful Ministry Environment

Words From The Word International is committed to fostering a safe, respectful, and Christ-centered environment where all individuals are treated with dignity and honor.

Approved by the Board of Directors
Words From The Word International
Effective Date: ____________________

Appendix 3

Words From The Word International

Code of Ethics and Confidentiality Policy

1. Purpose

Words From The Word International (“the Organization”) is committed to operating with the highest standards of biblical integrity, ethical conduct, accountability, and confidentiality.

This policy establishes clear expectations for ethical behavior and the protection of confidential information by all individuals serving or representing the Organization.

2. Scope

This policy applies to:

Board Members
Officers
Employees
Volunteers
Interns
Contractors
Ministry partners
Any individual acting on behalf of the Organization

Compliance with this policy is a condition of service or employment.

PART I – CODE OF ETHICS

3. Core Ethical Principles

All representatives of Words From The Word International shall:

A. Act with Integrity

Conduct ministry and business honestly and transparently.
Avoid deception, fraud, or misrepresentation.
Uphold commitments and agreements.

B. Demonstrate Respect and Dignity

Treat all individuals with fairness and Christ-like compassion.
Avoid discrimination or harassment of any kind.
Maintain professional boundaries in ministry relationships.

C. Avoid Conflicts of Interest

Disclose any financial, personal, or professional interest that may conflict with organizational duties.
Refrain from participating in decisions where a conflict exists.
Follow the Organization’s Conflict of Interest Policy when applicable.

D. Steward Resources Responsibly

Use organizational funds and assets solely for authorized purposes.
Avoid misuse of property, equipment, or funds.
Ensure accurate recordkeeping and financial reporting.

E. Comply with Laws and Regulations

Adhere to all applicable federal, state, and local laws.
Cooperate fully with lawful audits and investigations.
Maintain proper licensing, reporting, and nonprofit compliance standards.

PART II – CONFIDENTIALITY POLICY

4. Definition of Confidential Information

Confidential information includes any non-public information obtained through service with the Organization, including but not limited to:

A. Donor & Financial Information

Donor names, addresses, and contact details
Giving history and donation amounts
Bank or payment information
Internal financial statements
Grant applications and funding strategies

B. Personal & Ministry Information

Prayer requests shared in confidence
Counseling or pastoral communications
Personal member or participant information
Sensitive ministry matters

C. Organizational Information

Strategic plans
Board deliberations and executive session discussions
Personnel files and employment matters
Contracts and vendor agreements
Internal policies not publicly released

5. Confidentiality Obligations

All covered individuals must:

Use confidential information only for authorized ministry purposes.
Not disclose confidential information without proper authorization.
Safeguard physical and digital records.
Avoid discussing sensitive matters in public or unsecured settings.
Protect passwords, access credentials, and digital systems.

These obligations continue after termination of employment or service.

6. Board Confidentiality

Board Members have fiduciary duties of care, loyalty, and obedience.

Board deliberations, executive sessions, and sensitive governance matters must remain confidential unless formally approved for release by the Board.

7. Exceptions to Confidentiality

Confidential information may only be disclosed:

When required by law
When authorized by the Executive Director or Board
To prevent serious harm
With written consent of the individual concerned

If uncertain, individuals must seek guidance before disclosure.

PART III – REPORTING AND ENFORCEMENT

8. Reporting Ethical Concerns or Breaches

Anyone who becomes aware of:

Ethical misconduct
Financial impropriety
Conflict of interest
Confidentiality breaches

must promptly report the matter to:

The Executive Director
The Board Chair (if leadership is involved)
A designated Board Member

Retaliation against any individual who reports concerns in good faith is strictly prohibited.

9. Disciplinary Action

Violations of this policy may result in:

Counseling or corrective training
Written warning
Suspension
Termination of employment or volunteer service
Removal from the board or leadership
Legal action when appropriate

PART IV – BIBLICAL FOUNDATION

As a faith-based ministry, Words From The Word International affirms:

“Moreover it is required in stewards, that a man be found faithful.” – 1 Corinthians 4:2
“Whoever walks in integrity walks securely.” – Proverbs 10:9
“A gossip betrays a confidence, but a trustworthy person keeps a secret.” – Proverbs 11:13
“Let all that you do be done in love.” – 1 Corinthians 16:14

Our ethical conduct and commitment to confidentiality reflect our witness and mission.

10. Acknowledgment

All Board Members, Officers, Employees, and Volunteers must sign an acknowledgment stating they:

Have read and understood this policy
Agree to abide by its provisions
Understand that violations may result in disciplinary action Words From The Word International

Appendix 4

Words From The Word International

Board Resolution

Adoption of Code of Conduct, Confidentiality, and Whistleblower Policy

Date: _______________________

At a duly called meeting of the Board of Directors of Words From The Word International, the following resolution was presented:

WHEREAS,

Words From The Word International is committed to operating with integrity, accountability, transparency, and in accordance with Christian values and applicable laws; and

WHEREAS,

The Board of Directors recognizes the importance of establishing clear standards of ethical conduct, protecting confidential information, and providing a safe and confidential process for reporting concerns regarding misconduct or violations of law or organizational policy; and

WHEREAS,

The Board has reviewed the proposed Code of Conduct, Confidentiality, and Whistleblower Policy and finds it to be in the best interest of the Organization.

NOW, THEREFORE, BE IT RESOLVED THAT:

The Board of Directors hereby adopts the Code of Conduct, Confidentiality, and Whistleblower Policy as of the date of this resolution.
The policy shall apply to all board members, officers, employees, volunteers, and representatives of Words From The Word International.
The Executive Director is authorized and directed and shall:
- Distribute the policy to all applicable individuals.
- Maintain signed acknowledgments of receipt and agreement.
- Ensure the policy is implemented and followed.
The Board of Directors shall review this policy periodically and update it as necessary to ensure continued compliance with the best legal and organizational practices.

Certification

The undersigned certifies that the above resolution was adopted by the Board of Directors of Words From The Word International on the date indicated below.

Board Chair Name: _______________________________

Signature: ______________________________________

Date: ___________________________________________

Secretary Name: _________________________________

Signature: ______________________________________

Date: ___________________________________________