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Members for Church
   Accountability

PMB 241
212 W Ironwood Drive, Ste D
Coeur d'Alene, ID 83814-1403

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Bylaws for Members for Church Accountability Inc. (MCA)

March 20, 1998


Article I — OBJECTIVES

A. The primary purpose of MCA is to provide an organized mechanism that will enable concerned members to work toward restructuring church governance to ensure and require church accountability in moral conduct of church government.

B. The foremost objective of MCA is to publicize, educate, inform and promote the existence and aims of MCA through mass mailings throughout the church constituency.

C. The second most important objective of MCA is to promote, solicit and encourage church members who are in agreement with our aims and objectives, to become members of MCA, in order for MCA to become a strong and effective voice.

D. An objective is to provide a means by which MCA members may contribute to the efforts of those promoting church accountability through legal recourse or through educational activities.

E. An objective is to maintain an organization in which groups of members with similar approaches to the above goals, can pursue those approaches without requiring the concurrence of the whole organization provided they remain within the organization's broad guidelines.

F. An objective is to operate the organization in a simple and transparent manner so that the creation of "yet another organization to trust or distrust" is avoided.

G. An objective of MCA is to provide a mechanism that will enable members to require church accountability through group negotiations with church officers and through the group influence of their contributions.

H. An objective is to provide the organization and the funding for independent external investigative audits of church organizations and activities. MCA is to communicate the findings of such audits and investigations as well as the knowledge of failed attempts at such, to MCA membership and as possible to church membership.

Article II — MEMBERS

A. Persons in agreement with the objectives and methods of MCA can become members by completing a membership application form or by otherwise requesting membership. Membership may be dropped by a written communication with the secretary-treasurer.

B. The secretary-treasurer will maintain a list of current members. The list will not intentionally be disclosed to persons other than the officers and office help. However, anonymity cannot be guaranteed.

C. There will be no charge directly associated with MCA membership.

Article III — AGENTS

A. The objectives of MCA are to be accomplished primarily through the activities of agents described here and the groups of members they represent. Each agent is the leader and representative of a group of members within MCA. The parent MCA organization itself primarily has the role of providing specified services to such agents and the members they represent. (The main exception being the attempts to audit described in V A.) An Agent may name the group he represents to give the group a more recognizable identity.

B. Any member may register with MCA as an agent by completing an agent application form. Members are encouraged not to do so unless they are committed to taking an active role in promoting church accountability as an agent or representative for a group of other members.

C. Agents are agents or representatives acting on behalf of a group of other members in dealing with the church organization. Specifically they are not official agents or representatives on behalf of the MCA organization itself.

D. Agents have the prerogative of asking that a small number of disbursement accounts be established by the treasurer. See IV below.

E. A member may inform the secretary in writing that they wish a named agent to represent them. A member may ask to be represented by more than one agent, but members are encouraged to keep the number small. The secretary will maintain a list of those members represented by each agent. Each agents portion of this list will be available to the agent. In dealings with church officials an agent may claim to represent the number of MCA members on his list. The agent may also may disclose the names of members on his list to those he chooses.

F. An agent's status may be revoked by a majority vote of the trustees. An agent who makes claim of representing a greater number of MCA members than the number on his list shall be removed from agent status. Agents shall employ only those methods and activities and make only those claims which are completely honest, candid and above reproach. Agents who violate these criteria in the view of a majority of the trustees shall have their agent status revoked. Funds remaining in a terminated agents disbursement accounts will pass to the control of the trustees.

G. An agent may direct the disbursement of his disbursement accounts in accord with the provisions of IV below.

Article IV — ACCOUNTS AND DISBURSEMENTS

A. A holding account will be established for each member. The purpose of this account is to allow the contributor to delay the decision of to which of numerous tax exempt final destinations he will direct contributed funds.

B. A small number of disbursement accounts may be established by each agent.

C. An operating account will be established. From this account the general operating of MCA will be paid. This will include legal, accounting, bookkeeping, office, insurance, mailing and other educational and promotional expenses for the overall organization. Disbursements from this account shall be controlled by the trustees.

D. A church auditing and reporting account will be established. From this account the expenses for the investigative audits and attempts at such will be paid. Funds from this account are to used for those audits arranged by the trustees.

E. Members are encouraged to specify the destination of funds they contribute. Funds may be directed to:

1. The members holding account

2. A disbursement account established by an agent

3. The operating account

4. The church auditing and reporting account

Contributions for which the destination is not specified at the time of contribution will be directed to the operating account.

F. A member may direct in writing that funds from his holding account be transferred to any of the other destinations in IV E. He may also direct that funds be disbursed to a clearly tax deductible charity from his holding account.

G. All disbursements from MCA must be approved by the trustees. The trustees shall approve only those disbursements which they judge to be in accord with the objectives of MCA and which they judge to preserve the tax exempt status of MCA.

H. No contributions to MCA will be refunded to the contributor at a later date. No goods or services will be given in return for contributions.

I. No contributions will be disbursed for salary or wages for the trustees or the agents. Such work will be volunteer work. The trustees may arrange for legal, accounting, bookkeeping and office help from commercial providers to carry on the business of the organization. Disbursements for such help will be permitted from the operating account. Disbursements for agents can be made for the actual expenses of printing, mailing and other dissemination of educational and promotional material; such disbursements shall be made from accounts of the agent incurring the expense. Disbursements will be permitted from the operating account for liability insurance for the trustees as relating to MCA.

J. An agent may direct that funds from one of his disbursement accounts be directed to the destinations allowed in IV F.

K. Contributions to and transactions between accounts will be kept infrequent to ease the bookkeeping load. Agents and trustees should expect to bear minor expenses themselves rather than increase the bookkeeping load.

L. In the event that no communication has been received from a member for a period of two years, the member's holding account will be considered inactive. An attempt will be made to contact the member by mail. If no response is received in the following (third) year, the funds in the holding account may be disbursed to a tax exempt charity or to one of the general MCA accounts at the discretion of the trustees.

Article V — ACTIVITIES

A. The trustees shall at appropriate times make attempts to arrange independent investigative audits of the various conferences of the Seventh-Day Adventist Church. Reports of these attempts will be made to the members via the MCA newsletter. Reports of the results of successful attempts will be made in a similar manner and also by other special reports. By "investigative audits" is meant audits which rather than attempting to audit all dealings of the church, instead focus on those dealings which are judged most likely to reveal inappropriate operations if such were to occur. In making such judgments of where to focus, tips from "whistle blowers" shall be taken into account.

B. Arranging for the above auditing activity will be a primary initiative of the trustees. (This shall not preclude assistance from the agents in this activity.) This activity is one which has the presumed support and approval of all MCA members. The trustees as such will not be involved in appropriating legal aid for other persons or groups. This work will be left to the agents.

C. The secretary-treasurer shall oversee the financial transactions of the organization. For this he may obtain the services of commercial vendors. This activity will include the preparation of a quarterly financial statement. For those quarters other than the year end, this statement may be prepared by a bookkeeper. The yearly statement shall be overseen by a professional accountant.

D. The secretary-treasurer shall oversee the publication of an MCA newsletter to be distributed to all MCA members. The newsletter shall be published at least quarterly. The newsletter shall contain the following sections:

1. Section 1 shall contain a financial report of the corporation.

2. Section 2 shall contain any reports the individual trustees wish to include giving the reasons for actions they have taken. The trustees may also include reports of activities they have undertaken on behalf of MCA.

3. Section 3 shall contain notices of proposed amendments to MCA bylaws and trustee elections. Ballot forms for member voting shall be included as specified in VI A.

4. Section 4 shall contain letters from members as space and finances allow. Letters shall be edited only for libelous content or inappropriate expression.

E. The other activities needed to accomplish the objectives of MCA will be left to the agents. Again an individual agent acts only on behalf of those members who have requested that that agent represent them. The agents do not act on behalf of the MCA organization as such. Agents shall contact and negotiate with the church conferences to work toward achieving MCA objectives using the approaches supported by the group of members they represent. In these negotiations agents may claim to represent the group of MCA members who have requested their representation. They may also give accurate information regarding funds in their disbursement accounts and funds pledged by members, which will be disbursed to the church in specified ways when stated policy changes are appropriately voted on by stated church bodies, see F. Agents may set up disbursement accounts in accord with III and IV above for the purpose of providing financial assistance for legal expenses for those persons working toward MCA objectives by pursuing legal recourse. Agents may communicate directly with the member group they represent. Agents as such shall not be given access to the entire membership list but they may publicize their activities and request new supporters through letters in section 4 of the newsletter. If an agent has access to the entire membership list due to other responsibilities within MCA or other circumstances, they shall not use that information to correspond directly with members outside the group they represent.

F. Agents shall not use the MCA organization to attempt to compel various church bodies to adopt policy changes other than those relating to auditing and accountability. However, accountability shall include accountability in church decision processes. Specifically agents may work toward requiring a representative vote of the church membership on policies unrelated to auditing and accountability. Trustees shall not allow disbursements for expenses of direct promotion of such general church policy changes. They shall allow disbursements for expenses of promoting representative voting on such general policies.

G. Agents may sponsor educational, promotional and recruitment efforts. Expenses for actual expenses of such efforts shall be payable only from the individual agents accounts, that is, not from the general operating account. Agents shall keep those they represent well informed concerning the use of funds contributed to their disbursement accounts.

Article VI — DECISIONS

A. Any member may submit a proposed amendment to MCA bylaws to the secretary-treasurer. The secretary-treasurer shall publish the proposed amendment in the next possible newsletter. Unless the amendment is of such a nature that action is required in order for MCA to continue to function effectively (as determined by the secretary-treasurer, for example, a new IRS ruling) approximately one year will be allowed for discussion of the amendment in section 4 of the newsletter. After that time the amendment shall be included for voting. The amendment shall be adopted upon a 2/3 vote of those members responding within three months of the newsletter publication.

B. In general the structure of the bylaws is intended to avoid the need for policy decisions by the entire membership. Members are to further their approaches to the MCA objectives by the selection of agents to represent them and by the direction of the destination of their contributions.

C. Trustee voting requiring a majority or 2/3 majority shall be interpreted to mean such majority of those trustees responding to the voting item. Exact ties in voting shall not pass the item. Upon receiving a request from a trustee that an item be put to trustee vote or upon other need for a trustee vote, the secretary-treasurer shall mail voting ballots to the trustees. The vote will be decided by the appropriate majority of return responses received by the secretary-treasurer within 60 days of the original mailing.

Article VII — TRUSTEES

A. The primary responsibilities of the trustees are:

1. To ensure that all MCA dealings are in accord with the bylaws and to safeguard the honesty and integrity of the organization

2. To safeguard the tax exempt status of the organization

3. To attempt to arrange for independent investigative audits of church dealings

B. The number of trustees is not fixed nor are the times of their election or reelection.

C. Trustees shall be elected or reelected by a simple majority of the responding MCA members. Separate votes with options of "elect" or "not elect" will be taken for each trustee under consideration. Persons may be nominated for election to trustee by a majority of the trustees or by a petition of ten percent of the MCA membership. A reelection of a trustee already serving at any time shall be conducted upon the request of a two thirds majority of the trustees or upon a petition of ten percent of the MCA membership.

D. Nominations for trustee will be published in the next newsletter. The election will be conducted in conjunction with the newsletter one year later, in order to allow time for discussion in the newsletter if members desire.

E. Until the close of 1998, trustees may also be elected by a majority of the current trustees.

F. The secretary-treasurer will be determined by a majority vote of the trustees.



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