Rescue For Life International
Christian Ministry Corporation
BYLAWS
OF
RESCUE FOR LIFE INTERNATIONAL / CHRISTIAN MINISTRY CORPORATIONA Maryland Nonstock Nonprofit Corporation
Effective Date: 09/22/2025
Adopted On: 04/03/2026
Principal Office Address:
3701 Court House Drive, Ste 4
Ellicott City, Maryland 21043
ARTICLE 1. NAME, OFFICES, AND PURPOSE
1.1 Name
The name of the Corporation is Rescue for Life International / Christian Ministry Corporation (the “Corporation”).
1.2 Nonstock Status
The Corporation is organized and shall operate exclusively as a nonprofit, nonstock corporation under the Maryland General Corporation Law and the Maryland Nonstock Corporation Act. The Corporation shall have no authority to issue capital stock and shall not have shareholders.
1.3 Principal Office
The principal office of the Corporation shall be located at 3701 Court House Drive, Ste 4, Ellicott City, Maryland 21043, USA, or at such other place within or outside the State of Maryland as the Board of Directors may designate from time to time by resolution.
1.4 Registered Office and Resident Agent
The Corporation shall continuously maintain in the State of Maryland a registered office and a resident agent as required by Maryland law. The current registered office is LegalZoom (United States Corporation Agents, INC. 6959 Golden Ring Rd, Rosedale, MD 21237). The Board of Directors may change the registered office or resident agent as permitted by law.
1.5 Mission and Charitable Purpose
The Corporation is organized and shall be operated exclusively for charitable, religious, educational, and other exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax law).
The Corporation is a faith-based Christian Ministry dedicated to caring for, loving, and rescuing women and children in distress by following the model of the Lord Jesus Christ. Ephesians 5:1–2, John 13:34–35, John 15:12–13, James 1:27.
All activities of the Corporation shall reflect Biblical principles of compassion, service, prayer, and ministry while advancing its exempt purposes.
1.6 Limitations and Restrictions
No part of the net earnings, income, or assets of the Corporation shall inure to the benefit of, or be distributable to, any director, officer, member, employee, or other private person, except that the Corporation may pay reasonable compensation for services actually rendered and may make payments and distributions in furtherance of its exempt purposes.
No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation (except as permitted under Section 501(h) of the Internal Revenue Code, if the Corporation elects to do so).
The Corporation shall not participate or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office.
1.7 Dissolution
Upon the dissolution of the Corporation, and after payment or provision for payment of all debts and liabilities, the remaining assets shall be distributed exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or to the federal government, or to a state or local government for a public purpose), as determined by the Board of Directors and in accordance with applicable law. If the Board cannot lawfully make such distribution, a court of competent jurisdiction in the county where the principal office is then located shall dispose of the assets exclusively for such exempt purposes.
ARTICLE 2. MEMBERS
2.1 Membership
The Corporation shall have members. Membership is a privilege, not a right, and shall be subject to the qualifications, rights, and obligations established by these Bylaws and by policies adopted by the Board of Directors consistent with the Articles of Incorporation and Maryland law.
2.2 Classes of Members
The Board of Directors may establish one or more classes of members (including voting and non-voting classes) and shall define their respective rights, privileges, qualifications, and obligations by resolution or policy, consistent with these Bylaws, the Articles of Incorporation, and Maryland law.
2.3 Admission of Members
Admission to membership shall be granted according to criteria and procedures established by the Board of Directors.
2.4 Rights of Members
Each voting member shall be entitled to one vote on each matter properly submitted to the members, unless otherwise provided in the Articles of Incorporation or these Bylaws.
2.5 Termination or Suspension of Membership
A membership may be suspended or terminated for failure to meet membership qualifications, violation of the Corporation’s rules or policies, conduct contrary to the Corporation’s interests, or for any other reason determined by the Board in good faith and in the best interests of the Corporation, subject to any procedures adopted by the Board.
2.6 Non-Transferability
Membership in the Corporation is personal to the member and may not be transferred, assigned, pledged, or otherwise conveyed.
2.7 No Ownership Interest
Membership in the Corporation does not confer any ownership interest, proprietary right, or right to share in the profits or assets of the Corporation.
2.8 Membership Fees and Contributions
The annual membership fee shall be One Hundred Dollars ($100.00). In addition, members are encouraged to make a monthly contribution of Fifty Dollars ($50.00). The Board of Directors may review and adjust these amounts from time to time as needed. Failure to pay the required membership fee or monthly contributions for a period of [e.g., six (6) months], after reasonable notice, may result in suspension or termination of membership, subject to the Board’s discretion.
ARTICLE 3. BOARD OF DIRECTORS
3.1 General Powers
The affairs, activities, and property of the Corporation shall be managed under the direction of the Board of Directors (the “Board”). The Board shall have and may exercise all powers of the Corporation except as otherwise provided by law, the Articles of Incorporation, or these Bylaws.
3.2 Number of Directors
The Corporation shall have not fewer than three (3) directors. The exact number of directors shall be fixed from time to time by resolution of the Board, provided that the number shall not be less than the minimum required by applicable law.
3.3 Qualifications
Directors shall be natural persons who are at least eighteen (18) years of age. Directors need not be residents of the State of Maryland unless required by the Articles of Incorporation or applicable law.
Additional qualifications for directors (including being born-again, being active to a local church and commitment to the Christian mission of the Corporation) may be established by resolution of the Board.
3.4 Election and Term of Office
Directors shall be elected in the manner provided in these Bylaws. Each director shall hold office for a term of three (3) years and until such director’s successor is duly elected and qualified, unless the director sooner dies, resigns, is removed, or becomes disqualified. The Board may provide for staggered terms to ensure continuity.
3.5 Resignation
Any director may resign at any time by giving written notice to the Chair, the President, or the Secretary of the Corporation. The resignation shall be effective when received unless a later effective date is specified.
3.6 Removal
Any director may be removed from office, with or without cause, by the persons or body authorized to elect that director, to the fullest extent permitted by applicable law. Any such removal shall be without prejudice to any contract rights of the director.
3.7 Vacancies
Any vacancy occurring on the Board, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, unless otherwise required by law.
3.8 Annual and Regular Meetings
An annual meeting of the Board shall be held at such time and place as the Board may determine for the purpose of organization, election of officers, and the transaction of other business. The Board may also provide by resolution the time and place for additional regular meetings without the need for further notice, except as otherwise required by law.
3.9 Special Meetings
Special meetings of the Board may be called by the Chair, the President, or any two (2) directors. Notice of any special meeting shall state the date, time, and place of the meeting and may be given personally, by mail, by telephone, or by electronic transmission, including email, not less than two (2) days before the meeting, unless a longer notice period is required by law.
3.10 Participation by Communications Equipment
Directors may participate in a meeting of the Board by conference telephone, video conference, or other communications equipment by means of which all persons participating can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
3.11 Quorum
A majority of the directors then in office shall constitute a quorum for the transaction of business, unless a greater number is required by law, the Articles of Incorporation, or these Bylaws.
3.12 Voting
If a quorum is present when a vote is taken, the act of a majority of the directors present shall be the act of the Board, unless a greater vote is required by law, the Articles of Incorporation, or these Bylaws.
3.13 Action Without a Meeting
Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all directors consent to the action in writing or by electronic transmission, and the written consents are filed with the minutes of the proceedings of the Board.
3.14 Committees
The Board may create one or more committees by resolution adopted by a majority of the directors then in office. Each committee shall consist of two or more directors, unless otherwise permitted by law. Any committee, to the extent provided in the resolution establishing it, may exercise the authority of the Board, except to the extent prohibited by law. The creation of any committee and delegation of authority to it shall not relieve the Board or any director of any responsibility imposed by law.
3.15 Compensation
Directors shall not receive compensation for serving as directors unless expressly authorized by resolution of the Board and permitted by law; however, directors may be reimbursed for reasonable and necessary expenses incurred in the performance of their duties, subject to Board approval and the Conflict of Interest Policy.
3.16 Fiduciary Duties
Each director shall discharge his or her duties in good faith, in a manner the director reasonably believes to be in the best interests of the Corporation, and with the care that an ordinarily prudent person in a like position would use under similar circumstances.
ARTICLE 4. OFFICERS
4.1 Officers
The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer. The Board may also elect a Chair of the Board, one or more Vice Presidents, and such other officers as the Board deems necessary. The Board may, at its discretion, appoint an Executive Director to manage day-to-day operations.
4.2 President
The President shall be the principal executive officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and manage the general affairs of the Corporation. The President shall see that all orders and resolutions of the Board are carried into effect and shall perform all duties incident to the office of President. Unless otherwise directed by the Board, the President may sign contracts and other instruments on behalf of the Corporation as authorized by the Board.
4.3 Executive Director (Optional)
If appointed by the Board, the Executive Director shall manage the day-to-day operations of the Corporation under the direction and oversight of the President and the Board of Directors.
The Executive Director shall have such duties and authority as may be set forth in a Board resolution or job description.
The Executive Director shall report to the President (or directly to the Board if the President is not available) and shall not have authority to bind the Corporation beyond what is expressly delegated by the Board.
4.4 Chair of the Board (If Elected)
If a Chair of the Board is elected, the Chair shall preside at meetings of the Board of Directors and shall perform such other duties as may be assigned by the Board.
4.5 Vice President
Any Vice President shall perform such duties as may be assigned by the Board of Directors or the President. In the absence or incapacity of the President, a Vice President designated by the Board shall perform the duties of the President.
4.6 Secretary
The Secretary shall keep or cause to be kept accurate minutes of all meetings of the members (if any) and of the Board of Directors and its committees; shall ensure that all notices are duly given in accordance with these Bylaws or as required by law; shall maintain the corporate records; and shall perform such other duties as may be assigned by the Board or the President.
4.7 Treasurer
The Treasurer shall be the chief financial officer of the Corporation unless the Board assigns that role to another officer. The Treasurer shall have charge and custody of the Corporation’s funds and financial records; shall ensure that full and accurate accounts of receipts and disbursements are kept; shall deposit all monies in the name of the Corporation in such banks or depositories as selected by the Board; shall provide financial reports to the Board as requested; and shall perform such other duties as may be assigned by the Board.
4.8 Compensation
The compensation of officers, if any, shall be fixed by the Board of Directors or pursuant to a compensation policy adopted by the Board. No officer shall participate in the approval of his or her own compensation except as permitted under the Conflict of Interest Policy and applicable law.
4.9 Execution of Instruments and Financial Controls
The Board of Directors may authorize any officer or agent to enter into contracts or execute instruments on behalf of the Corporation. All checks, drafts, notes, or other orders for the payment of money shall be signed or authorized in such manner as the Board shall determine. The Board may adopt financial controls, including dual-signature requirements and approval thresholds for expenditures.
4.10 Removal and Resignation
Any officer may be removed by the Board of Directors at any time, with or without cause, whenever the Board determines that the best interests of the Corporation would be served thereby. Any officer may resign at any time by giving written notice to the President, the Chair of the Board, or the Secretary. The resignation shall be effective when received unless a later effective date is specified.
ARTICLE 5. MEMBERSHIP RECORDS, CERTIFICATES, AND RECORD DATE
5.1 Membership Records
The Corporation shall maintain accurate and complete records of its members, including each member’s name, address, email address (if provided), class of membership (if applicable), and voting status.
5.2 Membership Certificates
Membership may, but need not, be evidenced by a membership certificate in a form approved by the Board. Any certificate issued shall state on its face that the Corporation is a nonprofit, nonstock corporation and that membership confers no ownership interest.
5.3 Lost, Stolen, or Destroyed Certificates
If a membership certificate is lost, stolen, destroyed, or mutilated, the Corporation may issue a replacement upon receipt of a written statement or affidavit and upon such terms as the Board may require.
5.4 Record Date for Member Action
The Board may fix a record date for determining members entitled to notice of, to vote at, or to take action at any meeting. If no record date is fixed, the record date shall be the close of business on the day immediately preceding the date of notice or meeting.
5.5 Inspection of Membership Records
To the extent required by applicable law and subject to reasonable privacy protections, a member entitled to vote may inspect the membership records for a proper purpose at a reasonable time in accordance with procedures established by the Board.
5.6 No Stock or Equity Interest
No membership shall be treated as stock, shares, or any equity interest. The Corporation shall have no shareholders and no member shall have any proprietary or financial interest by reason of membership alone.
ARTICLE 6. NON-DISTRIBUTION OF EARNINGS; CHARITABLE USE OF ASSETS; DISSOLUTION
6.1 Non-Distribution of Earnings
No part of the net earnings, income, or assets of the Corporation shall inure to the benefit of, or be distributable to, any director, officer, member, employee, or other private person, except that the Corporation may pay reasonable compensation for services actually rendered and may make payments and distributions in furtherance of its exempt purposes.
6.2 Prohibition on Dividends and Profit Distributions
The Corporation shall not declare or pay dividends, profit distributions, or other private distributions to any director, officer, member, or other private person.
6.3 Use of Funds and Assets
All funds, property, and assets shall be used solely to carry out the Corporation’s exempt purposes. The Board may authorize expenditures, reserves, and restricted funds only for lawful corporate purposes consistent with the Corporation’s nonprofit and tax-exempt status.
6.4 No Private Inurement; No Impermissible Private Benefit
The Corporation shall be operated in a manner that avoids private inurement and impermissible private benefit. All transactions involving compensation, reimbursement, grants, contracts, or use of assets shall be subject to the Conflict of Interest Policy and applicable law.
6.5 Dissolution
See Section 1.7 above for dissolution provisions.
ARTICLE 7. FISCAL YEAR, INDEMNIFICATION, AND INSURANCE
7.1 Fiscal Year
The fiscal year of the Corporation shall begin on October 1 and end on September 30 of each year, unless otherwise fixed by resolution of the Board.
7.2 Right to Indemnification
To the fullest extent permitted by Maryland law, the Corporation shall indemnify any person who is or was a director or officer against judgments, penalties, fines, settlements, and reasonable expenses (including attorneys’ fees) incurred in connection with any threatened, pending, or completed action, suit, or proceeding arising out of that person’s service to the Corporation, provided the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation.
7.3 Advancement of Expenses
Reasonable expenses incurred by a director or officer in defending any proceeding may be paid or reimbursed by the Corporation in advance upon authorization by the Board and upon receipt of an undertaking to repay if it is ultimately determined that the person is not entitled to indemnification.
7.4 Non-Exclusivity
The rights of indemnification and advancement provided in these Bylaws shall not be deemed exclusive of any other rights to which a person may be entitled under law, the Articles of Incorporation, any agreement, or a Board resolution.
7.5 Limitation
No indemnification shall be made if a final adjudication establishes that the person’s acts or omissions were committed in bad faith, were the result of active and deliberate dishonesty, or were undertaken for improper personal benefit.
7.6 Insurance
The Corporation may purchase and maintain insurance on behalf of any director, officer, employee, agent, or committee member against liability asserted against or incurred by that person in such capacity, whether or not the Corporation would have the power to indemnify such person under these Bylaws or applicable law.
ARTICLE 8. NOTICES
8.1 Method of Notice
Whenever notice is required, such notice may be given personally, by mail, by courier, or by electronic transmission (including email) to the address shown in the Corporation’s records.
8.2 When Notice Is Deemed Given
Notice shall be deemed given (a) if delivered personally, when delivered; (b) if sent by mail, when deposited in the U.S. mail, postage prepaid; (c) if sent by courier, when delivered to the courier service; and (d) if sent by electronic transmission, when transmitted (provided no notice of failure is received).
8.3 Contents of Notice
Any notice of a meeting shall state the date, time, place, and, where required, the purpose of the meeting.
8.4 Waiver of Notice
A written waiver signed by the person entitled to notice, whether before or after the time stated, shall be equivalent to the giving of notice. Attendance at a meeting shall constitute waiver unless the person attends solely to object to the calling of the meeting.
8.5 Affidavit or Record of Notice
A written affidavit or record showing that notice has been given shall be prima facie evidence of the facts stated therein.
ARTICLE 9. AMENDMENTS
9.1 Power to Amend
These Bylaws may be adopted, amended, or repealed by the Board of Directors, unless the Articles of Incorporation or applicable law reserve such power exclusively to the members.
9.2 Member Approval if Required
If member approval is required by law, the Articles of Incorporation, or these Bylaws, the amendment shall not become effective unless approved by the required vote of the members.
9.3 Notice of Proposed Amendments
Notice of any meeting at which a proposed amendment will be considered shall include a summary or the text of the proposed amendment.
9.4 Consistency with Law and Articles
No amendment shall be valid if it conflicts with applicable law, the Articles of Incorporation, or the Corporation’s tax-exempt purposes.
ARTICLE 10. MISCELLANEOUS
10.1 Annual Report
If required by law or by Board resolution, the Corporation shall prepare an annual financial or activity report for presentation to the Board and, if applicable, to the members.
10.2 Corporate Records
The Corporation shall keep correct and complete books and records of account, minutes of proceedings of the Board and committees, and such other records as may be required by law.
10.3 Execution of Documents
Except as otherwise provided, all deeds, mortgages, bonds, contracts, checks, grants, and other instruments shall be signed by such officer or agent as the Board may authorize.
10.4 Internal Forum
To the fullest extent permitted by law, the state courts located in Maryland (or, if jurisdiction is proper, the federal courts sitting in Maryland) shall be the sole and exclusive forum for (a) any derivative action, (b) any action asserting a claim for breach of fiduciary duty, (c) any action arising under Maryland nonprofit laws, the Articles of Incorporation, or these Bylaws, or (d) any action governed by the internal affairs doctrine.
10.5 Interpretation
Words in the singular include the plural and vice versa. Headings are for convenience only. The words “include,” “includes,” and “including” shall be deemed followed by “without limitation.” References to law include any successor provisions.
10.6 Severability
If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
ARTICLE 11. CONFLICT OF INTEREST POLICY
11.1 Purpose
The purpose of this Conflict of Interest Policy is to protect the interests of the Corporation when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director, officer, or other disqualified person, or that might result in a possible conflict of interest, private inurement, or excess benefit transaction.
11.2 Interested Person
Any director, officer, or member of a committee with Board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.
11.3 Financial Interest
A person has a financial interest if the person, directly or indirectly, through business, investment, family, or other relationship, has:
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an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement;
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a compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or
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a potential ownership, investment, or compensation interest in any entity or individual with which the Corporation is negotiating a transaction or arrangement.
A financial interest is not necessarily a conflict of interest.
11.4 Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person shall disclose the existence and material facts of the financial interest to the Board or committee considering the proposed transaction or arrangement.
11.5 Determining Whether a Conflict Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide whether a conflict of interest exists.
11.6 Procedures for Addressing the Conflict
If a conflict of interest is found to exist, the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the Board or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict.
If a more advantageous transaction is not reasonably possible without a conflict, the Board or committee shall determine whether the transaction or arrangement is in the Corporation’s best interests, for its own benefit, and fair and reasonable to the Corporation, and shall make its decision accordingly.
11.7 Violations of the Policy
If the Board or committee has reasonable cause to believe a person has failed to disclose an actual or possible conflict of interest, it shall inform the person of the basis for that belief and afford the person an opportunity to explain. If, after hearing the response and making further investigation, the Board or committee determines the person has failed to disclose, it may take appropriate disciplinary and corrective action.
11.8 Records of Proceedings
The minutes of the Board and all committees with Board-delegated powers shall contain:
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the names of the persons who disclosed or were found to have a financial interest;
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the nature of the financial interest;
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any action taken to determine whether a conflict existed;
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the Board’s or committee’s decision as to whether a conflict existed; and
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the names of the persons present for discussions and votes, the content of the discussion, and a record of any votes taken.
11.9 Compensation Matters
A voting member of the Board who receives compensation, directly or indirectly, from the Corporation is precluded from voting on matters pertaining to that person’s compensation.
11.10 Annual Statements
Each director, principal officer, and member of a committee with Board-delegated powers shall annually sign a statement affirming that such person:
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has received a copy of the Conflict of Interest Policy;
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has read and understands the Policy;
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has agreed to comply with the Policy; and
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understands that the Corporation is charitable and, in order to maintain its federal tax exemption, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.
11.11 Periodic Reviews
The Corporation shall conduct periodic reviews to ensure it operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status.
The reviews may include whether compensation arrangements are reasonable and based on competent comparability data, and whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payment for goods and services, further charitable purposes, and do not result in impermissible private benefit.
11.12 Use of Outside Experts
When conducting the periodic reviews, the Corporation may use outside advisors or experts. The use of outside experts shall not relieve the Board of its responsibility for ensuring that periodic reviews are conducted.
ADOPTION AND CERTIFICATION OF BYLAWS
These Bylaws of Rescue for Life International / Christian Ministry Corporation, a Maryland nonstock nonprofit corporation, were duly adopted by the Board of Directors on the 04th day of April 2026 and are effective as of that date.
SECRETARY CERTIFICATION
I, the undersigned, certify that I am the duly elected and acting Secretary of the Corporation and that the foregoing Bylaws constitute the true and correct Bylaws of the Corporation as adopted by the Board of Directors.
Signature:
___________________________
Name:
___________________________
Title:
Secretary
Date:
___________________________
BOARD ACKNOWLEDGMENT
The undersigned Directors acknowledge and approve the adoption of these Bylaws:
Director Signature:
___________________________
Name:
___________________________
Date:
___________________________
Director Signature:
___________________________
Name:
___________________________
Date:
___________________________
Director Signature:
___________________________
Name:
___________________________
Date:
___________________________
(Additional directors may be added as needed.)
END OF BYLAWS