The International Order
of
St. Luke The Physician
BYLAWS...1993
PREFACE
The objectives of the International Order of St. Luke the Physician are to
bring about, among the Christian denominations, clergy, doctors and other
medical personnel, and lay people, an increased understanding of spiritual
healing and
wholeness as an essential part of the teaching and practice of Jesus Christ
as set forth in the New Testament, and to encourage believing Christians to
understand that all believers may have an active part in Jesus' healing ministry.
BYLAWS
Article I
MEMBERSHIP AND MEETINGS
Section 1- Classes of Members
There shall be five classes of members, Associate, Full; Life, Honorary; and
Participatory. The qualifications for these classes are as follows:
A. Associate Members
Those persons who have completed the required course of study and
have been not yet completed the required course of study nor been inducted
as
Full Members, whose dues are current.
B. Full Members
Those persons who have completed the required course of study and
have been inducted under the rules of the Handbook of Christian Healing current
at the time, and whose dues are current.
C. Life Members
Life members shall be full members who have contributed a fixed sum to the
Work of the Order, such sum to be determined annually by the Board of Directors.
Because of the savings of mailing costs, the Board in its discretion may fix
a
reduced amount from two individual life memberships to a couple receiving
OSL
Mailings at the same address,
D. Honorary Members
Persons who for reasons of their service to the Order are so designated
by action of the Board. Such members will not be subject to dues, shall have
the privileges of full membership and will receive "Sharing" Magazine.
The list
of such members shall be reviewed annually.
E. Participatory Members
No person seriously desiring membership in, able and willing to do the
work of the Order, shall be denied the privilege of membership because of
inability to pay the stated cost. Conveners, or Chaplains, of Chapters are
authorized to make arrangements for such persons to participate in chapter
activities, subject to annual review of the suitability of the arrangements.
F. Only members as defined by this section shall be entitled to vote
in
all meetings and elections of the Order at the National, Regional or Local
level.
Section 2- Annual Meeting
The Annual Meeting of members shall be at a time and place designated
by the North American Director, with the approval of the Board of
Directors. Notice of the Annual Meeting shall be sent to the members at least
40
days prior to the appointed date by publication in "Sharing" Magazine.
All members
in good standing shall be entitled to attend the Annual Meeting, and to
vote.
1. The business of the Annual Meeting shall include:
a. Receiving the minutes of the last Annual Meeting.
b. Receiving the Report of the Treasurer, including a full report of the
preceding fiscal year's business together with the budget adopted by the Board
of Directors for the current fiscal year.
c. Receiving the appropriate annual reports, including those of the
North American Director and other officers.
d. Acting on proposals to amend or revise the Articles of Incorporation.
e. Receiving reports of any mail ballots since the last meeting of the
membership.
f. Consideration of all such other business as may properly come
before the Annual Meeting.
2. The current issue of Robert's Rules of Order shall govern the Order
in all cases to which they are applicable and in which they are not inconsistent
with these Bylaws, any Special Rules of Order which the Order of St. Luke
may
adopt, or any statutes applicable to this organization.
Section 3- Special Meetings
Special Meetings of the membership of the Order may be called at any
time by the North American Director, a Regional Director appointed by the
North
American Director to act for him, the President of the Corporation, or 50
or more
Members of the Order of St. Luke in good standing. Notice of the time and
place for such meetings, which shall be designated by the Board of Directors,
shall be given at least 30 days in advance by publication in "Sharing"
Magazine,
or by mail notice to the entire membership.
Section 4- Quorum
Not less than 50 members in good standing must be present to constitute
a quorum at any Annual or Special Meeting of the members of the Order.
Article II
BOARD OF DIRECTORS
Section 1 - Powers and Duties
The Board of Directors shall be responsible for and shall control the
corporate affairs of the Order in accordance with the Articles of Incorporation,
the Bylaws, and the laws of the State of Incorporation.
It shall present a budget to the membership at the Annual Meeting.
Section2 - Number and Qualification
There shall be eight but not more than nine members of the Board: the
North American Director and seven, but not more than eight others, who shall
be Full Members of the Order in good standing for the preceding three years,
elected as provided in Section 3 of this Article. The Editor of "Sharing"
Magazine, the Executive Assistant to the North American Director and the
Executive Chaplain, if these latter two positions have been filled, the North
American
OSL Office Manager, the President of the Schools of Pastoral Care, and one
member of the Executive Committee of the North American Council of Regional
Directors
are authorized to participate in meetings of the Board with voice but without
vote.
Section 3 - Selection and Tenure
With the exception of the North American Director, who shall be elected
as provided in Article IV, Section 1, members of the Board of Directors shall
be elected for three-year terms. At the annual election, two directors shall
be
elected for the full term; directors shall be elected to fill any vacancies
which
may exist for the remaining term of a director whose position has become
vacant; and in addition, the Board may elect one or two Director(s) At Large
to
serve for three years. The nomination procedure shall be as follows:
a. Each year, a Nominating Committee of four Full Members shall be
appointed by the Board, two of whom shall be members of the Board and two
of whom shall be members of the North American Council of Regional Directors.
The
Board shall designate the Chairman.
b. Seats on the Board of Directors shall be designated by the date of
the year in which their full term ends. One of the two seats for the term
ending
in 1988, and every three years thereafter, is hereby designated to be filled
only
by a qualified member of the Order who is a resident of Canada, only members
of the Order who are residents of Canada may be nominated for this seat. The
Nominating Committee may nominate members of the Order who are residents
of Canada for other seats in addition to the designated Canadian seat.
c. Unless the Board shall decide on a different method of informing the
Membership, the Board shall cause to be published in the January issue of
"Sharing" Magazine each year a notice that recommendations for nomination
to
the Board will be received up to the first of April, each nomination to include
at
least the following year of induction into the Order; Chapter and Regional
activities
within the Order, name of Church and Denomination, activities in the healing
ministry, and consent to serve if elected.
d. The Nominating Committee shall exercise its judgement in selecting
a slate of nominees, and may initiate recommendations in addition to those
received under Part "c" hereof. As soon as convenient after April
first, but not
later than July first, the Nominating Committee shall nominate at least two
persons
for each vacancy which is to occur on the Board in developing nominations,
the Nominating Committee shall take into consideration: (1) the recommendations
received from the membership; (2) the provisions of Part "b" of
this
Section concerning the designated Canadian seat on the Board, (3) the recommendations
initiated by the Nominating Committee, and (4) the need for representation
on the Board of different geographic areas.
e. As soon as feasible after the Nominating Committee has made its
nominations, but not later than September first, the North American OSL, office
shall cause a ballot to be distributed by mail to the entire membership of
the
Order. The ballot or other mailing shall furnish the biographical information
about each candidate specified in this Section, and the Ballot shall include
a
space for a write-in candidate, shall include the date by which the ballot
shall
be returned, and shall include an envelope for return of the ballot preaddressed
to a Certified Public Accountant or firm selected by the Board.
f. Upon expiration of the time prescribed for balloting, the OSL Office
shall request the Certified Public Accountant or accounting firm selected
by the
Board to count the ballots and attest the totals. Determination of those elected
shall be decided in accordance with the following guidelines. For a year when
candidates for the designated Canadian seat is to be filled, the individual
among the candidates for the designated Canadian seat who receives the highest
number of votes shall be elected to fill the full term for that seat. For
other
seats, the nominee or nominees receiving the highest number of votes shall
be
the ones elected. Other vacancies for partial terms shall be filled by nominees
receiving the next highest number of votes respectively, provided, that if
partial
term is for the designated Canadian seat, only members of the Order who are
residents of Canada may be elected. The results of the election shall be
announced in the next regular issue of "Sharing" Magazine. The terms
of persons
elected under this Section shall begin at the first meeting of the Board of
Directors following their election.
g. No elected Board members shall serve more than two consecutive
full terms. A member who has previously served two consecutive full terms
shall be eligible for nomination after a lapse of two years.
Section 4 - Vacancies
Vacancies shall be filled by unanimous vote of the Board until the next
annual mail ballot, at which time vacancies shall be filled in accordance
with
Section 3 of this Article; provided that if the vacancy is in the designated
Canadian seat, only a member of the Order who is a resident of Canada may
be elected by the Board to fill the vacancy.
Section 5 - Meetings
The Board of Directors shall meet at least once a year in addition to its
meetings held in conjunction with the Annual Meeting of the Order. It shall
not
meet during a meeting of the North American Council of Regional Directors
or its Executive
Committee. Any member of the Board of Directors may be removed for just
cause. Notice of regular Board meetings, indicating time and place, shall
be
sent to Board Members thirty days in advance by letter, telegram, or phone
call,
and minutes of all Board Meetings shall be mailed to Board Members and to
all
Regional Directors as soon as possible after Board Meetings.
Special meetings may be called by the North American Director, the
President, or any four members of the Board, on ten days' notice. Voting may
be by mail, with five votes required to carry a motion, or by telephone conference
call with the votes cast by each member confirmed in writing by each
member participating in the conference call.
Section 6 - Duties and Powers
The corporate duties and powers of the Board shall be defined as follows:
a. To elect those persons who shall act as President, Vice President,
Secretary, and Treasurer; to direct the business affairs of the corporation;
to
make contracts with employees or other persons, firms, or corporations; to
conduct the affairs of the Order in accordance with the budget adopted according
to Article VI, Section 2; to authorize the investment and reinvestment of
the
assets of the corporation, and to be responsible for the management thereof,
and to require that the Treasurer and those appointed by the Board to handle
the money of the Order be bonded by a recognized surely firm.
b. To support and implement policy and program as set by the membership,
the North American Director, and the North American Director's
Council.
c. To be responsible for the financial management of The International
Library (OSL) (including the Tape Library). "Sharing" Magazine<
and other
subsidiary operations that may be created.
Section 7 - Quorum
A majority of the Board members shall constitute a quorum for the
transaction of business; and a majority vote of the quorum shall prevail.
Article III
OFFICERS
Section 1 - Election and Tenure
The officers of the corporation shall be the President; the Vice
President; the Secretary, all of whom shall be Directors of the Corporation,
and
the Treasurer. The officers shall be elected for one year terms by a majority
vote of the members of the Board, such terms to commence at the first meeting
of the Board following the annual election. Each shall serve until resignation
or removal, or until a successor shall have been elected. The North
American Director shall be elected as provided in Article IV, Section 1. No
person
shall hold more than one office at one time in the Corporation.
Section 2 - Chairman of the North American Council of Regional Directors
The Chairman of the North American Council of Regional Directors shall be
the North
American Director of the Order, who is responsible for leading the Order in
carrying
out the objectives of the Order; subject to the control by the Board of Directors,
the
North American Director shall be the administrative director of the business
affairs
And officers of the corporation shall preside at the Annual Meeting, and other
meetings of
the membership; shall fulfill all the duties of North American Director as
set
forth in these Bylaws; and, when the occasion requires, shall be the principal
spokesperson for the Order.
Section 3 - President
The President shall lead the Board in fulfilling the corporate duties of
the Board as set forth in Article II. Subject The President shall preside
at meetings of the
Board; shall be a voting member of all committees of the Board, including
the
Executive Committee, if any; shall have the general powers and duties of business
management necessary for the conducting of corporate affairs; and shall
have such other powers and duties as may be prescribed by the Board or the
Bylaws.
Section 4 - Vice President
In the absence or disability of the President, the Vice President shall
perform the duties of the President, and when so acting shall have all the
powers
and responsibilities of, and be subject to the restrictions upon, the President.
The Vice President shall have such other duties as may be prescribed by the
Board.
Section 5 - Secretary
The Secretary shall keep, or cause to be kept, at such locations as the
Board of Directors may order, minutes of all meetings of the Directors, Annual
Meetings, and special meetings of the general membership. These records will
show the time and place of the meeting, whether regular or special, and, if
special,
how authorized and notice thereof given, the names of those present at
meetings of the Board of Directors; the numbers of Members present at the
Annual Meeting or any Special Meeting of the general membership; and the proceedings
thereof.
The Secretary shall keep, or cause to be kept, at the location designated
by the Board, the names of the Members of the corporation and the seal
of the corporation.
The Secretary shall give, or cause to be given, notices of Annual
Meetings, any special meetings of the general membership, and all meetings
of
the Board of Directors and shall cause ballots to be mailed by the OSL Office,
and election results tallied, as provided in Article II, Section 3, and Article
IV,
Section 1. The Secretary shall have such other powers and perform such other
duties as may be prescribed by the Board, or the Bylaws. The records of the
Secretary shall be open to inspection by members of the Order.
The Board may authorize the Secretary to secure an assistant to assist
in performing the duties of the office.
Section 6 - Treasurer
The Treasurer shall be a Full Member of the Order in good standing for
the preceding three years. The Treasurer shall keep and maintain, or cause
to
be kept and maintained, adequate and correct accounts of the properties and
business transactions of the corporation, including accounts of the assets,
liabilities,
receipts, disbursements, gains and losses. The books of account shall
at all reasonable times be open to inspection by any member of the Board of
Directors.
The Treasurer shall deposit all moneys and other valuables in the
name of, and to the credit of, the corporation with such depositories as may
be
designated by the Board; shall disburse funds of the corporation as may be
budgeted
and ordered by the Board, shall render to the President and the Directors,
whenever they request it, and account of all transactions by the Treasurer
and
of the financial condition of the corporation; and shall have such other powers
and perform such other duties as may be prescribed by the Board or the
Bylaws.
Any investment or reinvestment of corporate funds shall be made only
with the written consent or direction of the Board.
The Board may authorize the Treasurer to secure an assistant to
assist in performing the duties of the office.
Section 7 - Commissions
Upon the recommendation of the Board or the North American
Director's Council, the Board may appoint Commissions or Committees to
assist in furthering the work of the order. Such Commissions or Committees
shall have the duties which are established from time to time by the Board,
and
shall serve for such period of time as the Board may designate. The chairman
of such Commission or Committee may be authorized by the Board to attend
meetings of the Board, with voice but not vote, when attendance is needed
for
the work of such Commission or Committee.
Article IV
NORTH AMERICAN DIRECTOR AND
NORTH AMERICAN COUNCIL OF REGIONAL DIRECTORS
Section 1 - The North American Director
A. Qualifications. The North American Director shall be an ordained
clergyperson who has been active as a Full Member of the Order for not less
than the preceding three years, an acknowledged leader of spiritual, moral,
and
intellectual stature, whose mind and will are centered in commitment to Jesus
Christ, Savior and Healer, Divine Son of God. The Director shall be inducted
into office at an Annual Meeting by the laying on of hands of Regional Directors,
in the name of Jesus Christ.
B. Nomination and Election. In a year prior to a year in which the
North American Director's term is to end, the Nominating Committee provided
for in Article II, Section 3, shall act as a committee to screen candidates
for the
post of North American Director. Promptly after the first of November, but
not
later than the first of January, the results of their deliberations shall
be submitted
to the North American Director and the President of the Board of Directors.
The OSL Office Manger shall cause a mail ballot to be sent to all the members
of both the Board of Directors and the Council of Regional Directors. The
Ballot or other
mailing shall provide biographical information and the address(es) of the
nominee(
s). The ballot shall be returned to the Certified Public Accountant designated
by the Board of Directors no later than the first of March. Upon completion
of the time prescribed, the Certified Public Accountant shall count the ballots
and attest the totals. When a ballot contains more than one name, the
nominee receiving a plurality of all votes cast shall be elected. In the event
that
a ballot contains only one name, that nominee must receive two-thirds of the
votes cast by both the Council of Regional Directors and, separately, the
Board of
Directors. The term of the North American Director-elect shall begin at the
Annual Meeting next after the election.
C. Term and Office. The North American Director's term of office
shall be eight years, except in the case of resignation, removal, retirement
or
death. The incumbent may succeed in office for one additional term, the length
of such additional term to be negotiated with the officers of the Board of
Directors and approved by a majority of the Board of Directors and the Council
Of Regional Directors, voting separately, at the time of the Annual Meeting
in the
year preceding the end of the first-term. The North American Director may
be
removed from office for just cause. In the case of resignation, removal or
death, a Regional Director or a former Regional Director designated by the
current
Board of Directors shall hold office until the election of a North American
Director as provided in Section 1.B., above.
D. Duties and Responsibilities. The North American Director shall
act as Chairman of the Council of Regional Directors and Chief Missioner of
the Order, and
shall be primarily responsible also for spiritual policy and leadership, which
includes the following:
a. As Chief Missioner of the Order, to conduct healing missions at
large, and to promote the work of the Order throughout the United States and
Canada.
b. To set policy to meet the objectives of the Order.
c. To develop leadership.
d. To arrange for the preparation of teaching and training materials.
e. To appoint and reappoint missioners (clergy and lay) and to provide
for their training.
f. To encourage attendance at "Schools of Pastoral Care," and similar
training opportunities.
g. To encourage regional healing conferences, and to spread the
teachings of the Order.
h. To plan missionary outreach into areas untouched by the Order.
i. To plan denominational outreach by appointment of denominational
representatives, or in such other ways as are appropriate, and by providing
promotional
materials.
j. To provide guidance for Chaplains and Conveners through a quarterly
newsletter or such other ways as are appropriate.
k. To authorize appointment of ordained ministers who are members of
the Order to serve as Chaplains. Non-members may be appointed Acting
Chaplains until they qualify and are inducted into Full Membership.
l. To appoint the Editor of "Sharing" Magazine. with the concurrence
of the North American.
To have overall responsibility for editorial policy.
E. Executive Assistant. The North American Director may appoint an
Executive Assistant who, upon approval by the North American Council
Of Regional Directors, shall serve under the direction of the North American
Director, and
shall perform such duties as the North American Director may assign to aid
the
North American Director in furthering the work of the Order. Any salary and
expenses shall be as determined by the Board of Directors.
F. Executive Chaplain. The North American Director may appoint an
Executive Chaplain who, upon approval by the North American Director's
Council, shall be a member of the Executive Committee of the North American
Director's Council and shall serve under the direction of the North American
Director to recruit and train chaplains, to nurture the work of the chaplains,
and
to assist the North American Director in other ways as assigned.
G. Annual Meeting. The North American Director shall, with the assistance
of the Executive Committee of the North American Council of Regional Directors,
be
responsible for planning and arranging the Annual Meeting and accompanying
healing conferences, and shall coordinate financial plans for the same with
the
Board of Directors.
H. Directors Emeritus. With the concurrence of the North American
Council of Regional Directors, the North American Director may appoint Warden
or Directors Emeritus, depending upon the title previously held by such persons.
Warden/Director Emeritus shall hold healing missions and promote the holding
of such
Missions among the Chapters.
I. Salary. The North American Director may be employed at a salary
and expense account determined by the Board of Directors and in accordance
with the budget.
Section 1.B. and C., revised November 2001
Section 2. - Regional Directors
Unless the Bylaws adopted by an individual Region provide for a different
method of nomination and election, candidates for Regional Director shall
be nominated by the Regional Council of a Region and elected by the members
of the Order in good standing who re resident within that Region by mail ballot,
if a Region adopts a method of election other than mail ballot, the Region
shall
provide an opportunity for members to vote by absentee ballot Upon election,
Regional Directors become members of the North American Director's
Council. A Regional Director shall be an ordained clergyperson, with the same
qualifications as required for the North American Director. The term of office
shall be three years, and the Regional Director may be reelected only once.
After a lapse of two years, a previous Regional Director shall again be eligible
to serve. A Regional Council shall be formed to help in the work, and to plan
a
Regional Conference and business meeting. A Regional Director shall take
office one month following the Regional election, or at the Regional Conference
next following the election, whichever shall occur first. Should no election
for a
Regional Director be held by a Region, the North American Director may appoint
an Acting Regional Director to serve until an election can be held.
Section 3 - The North American Council of Regional Directors
The North American Council of Regional Directors shall be composed of the
North
American Director, the President of the Corporation, the Executive Chaplain,
if
any, the Regional Directors, and one delegate (clergy or lay) elected from
each
of the several Regions, to assist the North American Director in planning
and
implementing the spiritual program of the Order.
The Council shall be under the chairmanship of the North American
Director, or an acting Regional Director who shall perform the duties set
forth in
these Bylaws. The North American Director may appoint committees as needed
for carrying on the work of the Council. The Council shall meet immediately
before, or immediately after, the Annual Meeting of the Order, or on call
of the
North American Director. The Council shall include as members, with voice
but
without vote, the Executive Assistant to the North American Director, former
national Directors and Vice Directors, and the Editor of "Sharing"
Magazine.
The North American Director shall appoint an Executive Committee of
the Council, one of whom may be the Executive Chaplain, and may call meetings
of such a Committee, to advise concerning all phases of the work of the
Order, and to perform the duties set forth in these Bylaws. The Committee
shall
appoint, annually, a member to participate in meetings of the Board of Directors,
as provided in Article II, Section 2.
Article V
REGIONS AND CHAPTERS
Section 1 - Regions
A. Regional Areas shall be geographical divisions designated by the
North American Director and the North American Council of Regional Directors,
and shall
be under the direction of a Regional Director. Each Region shall hold an Annual
Healing Conference and business meeting. In addition to electing the Regional
Director, each Region shall elect one delegate to the North American Director's
Council, clergy or lay, fro three year terms, so arranged that the Regional
Director and the delegates are elected for different terms. Ballots for Regional
Director and for delegate to the North American Council of Regional Directors
shall provide
for more than one candidate for each vacancy to be filled. Elected delegates
to
the North American Council of Regional Directors shall take office at the
Annual Meeting following
their election.
B. Each Region shall be governed by its Regional Director and
Regional Council, which shall include the elected delegate to the North
American Director's Council plus a representative from at least four chapters
within the Region. Regional Directors and Regional Councils do not have the
authority to incur financial obligations in the name of the Corporation. Regions
and Chapters may not use the North American Order's Federal Tax identification
Number.
C. Each Region is to seek to fulfill the objectives of the Order, cooperating
with neighboring Regions when feasible. Missioners from without a
Region, when sponsored by the Order, should have the approval of the
Regional Director.
Section 2 - Chapters
A chapter of the Order may be formed by a minimum of five active
members, or five who will be active, in a local area, plus a clergyperson
to serve
as chaplain. Regional Directors have authority to authorize the forming of
a
chapter. A general aim of the Order is to have at least one chapter in every
county.
Each chapter shall elect such officers as amy be needed for terms as
set forth in the current OSL Handbook. Chapters shall annually elect, or affirm
the election of the Chapter Consulting Chaplain. Chapter officers may be lay
or
clergy. All Chapter Officers shall be members of the Order as defined by Article
I, Section 1. Guidelines for chapter operation will be set forth from time
to time
in the OSL Handbook.
A Chaplain must be an ordained minister who is a member of the Order
of St. Luke in good standing, an acknowledged leader of spiritual, moral,
and
intellectual character, whose mind and will are centered in commitment to
Jesus
Christ as Savior, Healer, and Divine Son of God, and who accepts the "Basic
Concepts of Christian Healing" as set forth by the Order in the Handbook.
Section 3 - Duties of Chaplains
Chaplains shall serve as advisor for Associate Members; encourage
the active participation of Full Members, conduct services of healing, officiate
at
services of induction; serve as the spiritual advisor for a chapter in matters
of
policy, program, and teaching; be the spiritual leader of the chapter.
Article VI
FINANCE AND MEMBERSHIP DUES
Section 1 - Dues
The dues for membership, payable annually, shall be determined from
time to time by the vote of the membership on recommendation by the Board
of
Directors. A portion of these dues is to be remitted to the Regions, in amounts
as determined by the Board.
Section 2 - Budget
The Board shall prepare and adopt a budget for each fiscal year.
When circumstances warrant, the Board may authorize, during a fiscal year,
changes in the budget for that year, or changes between line items in the
budget,
or expenditures above those originally approved. In preparing each annual
budget, the Board shall take into consideration past annual expenditures,
and
anticipate income. Opportunity to discuss the budget shall be provided at
the
Annual Meeting.
Section 3 - Fund Accountability for North American Annual Conferences
The following policy governs fund accountability for North American
Annual Conferences.
All surplus moneys generated following a Conference, as shown by the
financial statement to be provided to the OSL. Office by the Host Region,
will
be distributed as follows: One-half to the OSL Office and one-half to be retained
by the Host Region. Any loss will be assumed by the OSL Office.
Article VII
PUBLICATIONS
Section 1 - "Sharing" Magazine
The Magazine "Sharing" is the official magazine for members of the
Order. The Editor of "Sharing" Magazine, who shall be editorially
responsible to
the North American Director, shall be appointed by the North American Director,
with the consent of the North American Council of Regional Directors and the
Board of
Directors. The Editor's contract shall be with the Corporate Board.
There shall be an Editorial Board for "Sharing" Magazine,to assist
the
Editor in determining policy, in gathering material for the magazine, and
in promoting
increased circulation. This Board shall serve annually, and shall consist
of.
1. The North American Director, or the Director's designee, who shall
be chairman.
2. A member designated by the Board of Directors.
3. One other member appointed by the Board from the North
American Director's Council.
Section 2 - The Handbooks
The Handbooks of the Order shall be the OSL Handbook which shall
be edited from time to time by the North American Director, assisted by the
North American Council of Regional Directors. Other handbooks may be developed
for
special ministries.
Section 3 - Other Publications
Pamphlets, tracts, and articles may be issued or approved from time to
time by the North American Director and the North American Council of Regional
Directors,
which may be deemed of value to the members of the Order and to the work of
the Order.
Article VIII
CORPORATE RECORDS AND REPORTS
Section 1 - Records
The Corporation shall maintain adequate and correct accounts, books,
and records of its business and properties. All of such books, records, and
accounts shall be kept at its principal place of business, as fixed by the
Board
of Directors.
Section 2 - Inspection of Books and Records
All books and records provided for in Section 3003 of the General
Corporations Code of California shall be opened to inspection of the Directors
and members, from time to time, and in the manner provided in said Section
3003.
Section 3 - Certification and Inspection of Bylaws
The original or a copy of the Bylaws, as amended or otherwise altered
to date, certified by the Secretary, shall be open to inspection by the members
of the Order, as provided in Section 502 of the General Corporations Code
of
California.
Section 4 - Annual Financial Statement
A Certified Public Accountant, selected by the Board, shall annually
review and attest the financial record keeping of the Order.
Article IX
MISCELLANEOUS
Section 1 - Checks, Drafts, Etc.
All checks, drafts, or other orders fro payment of money, notes, or other
evidences of indebtedness, issued in the name of, or payable to the corporation,
shall be signed or endorsed by such person or persons and in such manner,
as
shall be determined by resolution of the Board of Directors.
Section 2 - Contracts, etc., How Executed
The Board of Directors, except as in the Bylaws otherwise provided,
may authorize any officer or officers, agent, or agents, to enter into any
contract
or execute any instrument in the name of and on behalf of the corporation.
Such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no officer, agent or employee shall have any
power of authority to bind the corporation by any contract or engagement,
or to
pledge its credit, or to render it liable for any amount.
Section 3 - Fiscal Year
The fiscal year of the corporation shall be from January 1st through
December 31st.
Section 4 - Emblem
The emblem of the Order is a cross with a circle, which together make
an acrostic. The motto is in Latin, "Jesu esto mihi Jesus, dux, lux,
rex, lex." The
Dux is always worn and shown at the top of the emblem. No person is authorized
to use the emblem without the authority of the Board of Directors, as the
emblem is a registered "trademark" with the United States Patent
Office. Only
the current a North American Director, former North American Directors, and
current and former members of the Board of Directors (elected and adjunct)
may
wear the gold or the gold and red enamel medallions.
Section 5 - Geographic Area
These Bylaws shall govern the Order of St. Luke the Physician in North
America only.
Article X
AMENDMENT OF BYLAWS
Except for provisions concerning (a) the number of members of the
Board of Directors, their term of office and their manner of election; (b)
the term
of office and manner of election of the North American Director; and (c) the
manner
of amending the Bylaws, new Bylaws may be adopted, or these Bylaws may
be amended or repealed, by a two-thirds vote of both the North American
Director's Council and, separately, the Board of Directors; provided the proposed
changes have been submitted to those eligible to vote at least thirty days
prior to the due date for the ballot. Provisions of these Bylaws which are
included
in exceptions "a", "b", and "c" above may be
amended or repealed, or new
Bylaws adopted, by a majority vote of the membership of the Order voting by
mail ballot; provided the proposed changes have been submitted to the membership
at least thirty days prior to the due date for the ballot. Any changes in
the Bylaws adopted under the provisions of this Article shall become effective
when the results of the ballot are announced.