338

Subsidiary corporations of The Church of the Nazarene, Inc. will be organized and governed according to the following principles:

  1. Sole Member
    1. The Sole Member of all subsidiaries incorporated in the United States of America must be “The Church of the Nazarene, Inc.”
  2. Board of Directors Membership
    1. Composition: Each organization shall determine the appropriate number of directors according to its needs and purpose. Minimum requirements are:
      1. One director of the Board of General Superintendents is an ex-officio member
      2. One denomination senior staff appointed by the Board of General Superintendents
    2. All directors must be nominated by the Board of General Superintendents in consultation with the other directors of the Corporation.
    3. All directors must be elected by the Board of General Superintendents acting on behalf of the Sole Member. They will hold office until their successors are elected and qualified.
    4. Removal: Any one or more of the directors may be removed either with or without cause, at any time, by vote of the Board of General Superintendents acting on behalf of the Sole Member at any special meeting called for that purpose.
  3. Officers and Executives: The number and titles of the officers shall be determined by each entity according to their bylaws.
  4. Meetings of the Corporation:
    1. Meetings of the Sole Member will take place at a date and location set from time-to-time by the Sole Member (The Church of the Nazarene, Inc.).
    2. Meetings of the Directors will take place at the discretion of the Corporation.
  5. Executives of the Corporation: Are selected and removed in accordance with the subsidiary’s bylaws.
  6. Fiscal Year: All subsidiaries shall adopt a fiscal year identical to the fiscal year of The Church of the Nazarene, Inc.
  7. Dissolution: Upon dissolution of the Corporation, all its assets will be transferred to the Sole Member.
  8. Articles of Incorporation and Bylaws
    1. Subsidiaries may be established by a two-thirds vote of the General Board of the Sole Member. Articles of Incorporation and Bylaws are Subject to approval of the General Board of the Sole Member.
    2. Amendments are proposed by a two-thirds vote of the Board of Directors of the Corporation and they are subject to the approval of the General Board of the Sole Member.