PREAMBLE:
Whereas the above named corporation known as Bald Knob Cross of Peace (formerly The Cross of Peace Foundation) did accept the amended by-laws previously and now desires to amend the same, the following by-laws shall stand adopted by the herein named governmental bodies of the organization.

ARTICLE I - NAME:
The corporation shall be legally known as “BALD KNOB CROSS OF PEACE” and shall hold the inherent right to cooperate with any group or groups for its edification and development.

ARTICLE II - PRINCIPAL OFFICE:
Principal office of the Corporation shall be located at 3630 Bald Knob Rd., Alto Pass, IL 62905.

ARTICLE III - PURPOSE:
The purpose of this organization shall be to maintain and develop the Bald Knob Cross monument and its properties in ways that advance and are consistent with the principles and values of the Christian faith, for which the monument stands as an iconic symbol.

ARTICLE IV – LEGAL:
Notwithstanding any other provisions of these articles, the Corporation shall only carry on activities permitted by: (a) a Corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) and (b) a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). The Corporation shall look to these Bylaws, the Articles of Incorporation, and the laws of the State of Illinois with reference to non-profit religious corporations, and Section 501(c)(3) of the Internal Revenue Code (as amended from time to time) for guidance in the operation of its affairs

ARTICLE V - MEMBERSHIP:
A. Membership Committee – A standing membership committee comprised of at least three board members shall be appointed by the chairperson of the Board of Directors. This committee shall meet at least annually and at additional times throughout the year as needed to process membership applications / requests.
B. Terminology – Members may also be referred to as “Partners.” Both terms may be used synonymously. Members and Partners will have full voting and participation rights in the organization.
C. Age - Members shall be 18 years of age or older on the day their application / request is submitted.
D. Application / Request – Any person who desires to be a member of the organization shall indicate his or her desire in writing. Forms will be made readily available through various means but a simple written request will be sufficient if sufficient information is given.
E. Annual Dues – To become / remain a member shall be $50 annually per person or $75 per married couple (which may be paid in installments). In the event an individual seeks membership (or the continuance thereof) but is financially unable to submit dues, an investment of at least 10 hours of volunteer service may be made in lieu of dues. This volunteer service must be approved in advance by the membership committee or a representative whom they designate and must be documented by the same in writing and submitted with the minutes of the next membership committee meeting.
F. Application Approval – All those submitting applications will have their names submitted to the Board for approval at the next board business meeting. Absent of egregious, extenuating circumstances, any and all applications will be approved for membership into the organization by the Board. Individuals immediately become full voting members of the organization and eligible to serve as Board Members.
G. Revocation of Member Status – In the event a member fails to provide the required dues listed above by December 1st, he or she will be notified in writing within the first 7 days of December of the pending revocation of Member status. In the event he or she fails to provide said dues, his or her member status shall be automatically revoked on January 1st of the following year.
H. The Board Secretary shall provide to the Board a complete list of Members and their contact information at each and every Annual Meeting.

ARTICLE VI – BOARD OF DIRECTORS:
The ultimate governing body of the organization shall be the Board of Directors, hereafter referred to as Board.

A. Number - There shall not be fewer than seven (7) nor more than nine (9) members of the Board. Should the number of members fall below seven (7), the Board shall not enact significant decisions involving the corporation until such time as the procedure for board member selection contained within these by-laws is completed to fill vacancies.

B. Officers - The officers of the Board shall be comprised of a Chairperson, Vice-Chairperson, Secretary and Treasurer and shall be elected by the board at the annual meeting. Should an office vacancy occur mid-year, the Board shall convene at a duly called meeting and conduct an election for that office.

C. Compensation - The members of the Board shall fulfill those responsibilities that are required in a duly licensed Illinois corporation of a non-profit character and shall serve without remuneration in such offices. Any and all compensation from the corporation to individuals who serve on the board will only be for non-board related services, not for any official or unofficial service they provide pursuant to their Board position.

D. Responsibilities - The duties of the Board shall be to provide final legal and spiritual oversight as the ultimate earthly authority of the corporation, pursuant to these bylaws.

E. Term - The term for each Board member is one (1) year with an option to recommit up to 5 additional sequential terms. A Board Member cannot serve more than 6 out of any 8 sequential years. Term renewal is subject to an annual affirmation private ballot vote of a simple majority of the full Board in September or October. Board members may be removed at anytime during the mid-term with a two-thirds private ballot vote of the full Board. Board member term begins and ends with the Call to Order of the Annual Meeting and are thusly immediately and automatically seated.

F. Selection – Vacancies to the Board shall be filled thusly:
1). The membership of the organization shall be notified of upcoming Board vacancies no later than November 1st of each and every year.
2). Any eligible member of the organization who wishes to be considered for a Board position shall indicate his or her desire in writing to the Board, by sending a letter to the Corporate Office no later than December 1st.
3). All members wishing to be nominated who are eligible pursuant to the requirements of these bylaws shall have their names entered on a personalized member ballot which will be distributed by mail to all members by January 1st with a return requirement of February 1st.
4). Members will each be allowed to vote for as many candidates as there are openings on the Board. Only duly nominated candidates can receive votes. No “write-in” candidates are eligible to receive votes. Ballots containing “write-ins” will be voided.
5). All ballots shall remain sealed until at least February 2nd and be opened in the personal presence of a quorum of the Board of Directors at some time before the convening of the Annual Meeting. In addition to board members, nominees will be invited to be observers in this process. Only original personalized ballots will be counted. Ballots containing an excess of allowed votes will be voided by the acting secretary and not included in the tally. Votes and voided ballots will be tallied on a register and counted. Ballots in question will be accepted or rejected by a majority vote of a quorum of the Board at that meeting. All ballots and the recording register will be retained for a period of one year in a secure place.
6). The candidate receiving the most votes will be elected to the Board. A tie vote will be broken by a vote of a quorum of the Board. If there is more than one vacancy, the eligible candidate (pursuant to the diversity requirements within these bylaws) receiving the next highest number of votes will be added to the Board.
7). Newly elected Board members will be considered full voting members, be counted to fulfill quorum requirements, and be immediately seated as the first official action of business after the Call to Order at the following Annual Meeting.
8). Appointed Board Members
a). Lack of nominees - In the event there are a lack of names submitted for nomination to board openings pursuant to #3 above, the Board of Directors are empowered to identify, recruit, and add by appointment, members to the board at their discretion until the minimum number of board members is reached. It is noted that all the requirements, including diversity requirements for board members as defined in the following section, must be adhered to during the appointment process.
b). Mid-Term Vacancies - In the event a vacancy arises on the Board during the mid-year, the appointment process described immediately above will be used to fill the vacancies with Appointed Board Members. The individual creating the vacancy is ineligible for appointment to the Board pursuant to this section.
c). Special Term Status – While Appointed Board Members have full voting rights, their term is limited to and will end with the current term in which they were appointed. Hence, their place on the board will be attempted to be filled by the normal selection process at the next nomination cycle. Appointed Board Members are eligible to submit their names as nominees for the coming year.

G. Diversity – The composition of the Board shall remain geographically diverse. The board shall have representation from a minimum of three (3) counties with no more than three (3) Board members from any one county and no two (2) from any one community (as determined by the zip code of their legal place of residence). Additionally, no two members may be from the same immediate family nor be members of the same local church or fraternal organization chapter, lodge, etc., regardless of their place of residence.

H. Officer Terms - The term for each of the four (4) Board Officers is one (1) year with an option to recommit to up to two additional sequential terms. Term renewal is subject to an annual vote of majority affirmation of the full Board. No Board member may serve as an officer in any capacity for more than 3 out of any 5 consecutive years.

ARTICLE VII – MEETINGS:
Section 1. The Annual Meeting
A). The Board shall conduct an Annual Meeting the second Tuesday of February each calendar year (and shall thereafter meet pursuant to the call of the Chairperson or pursuant to the call of any three members of the Board of Directors).
B). The Board Chairperson shall establish the time and place of the Annual Meeting, which shall be held at a time and place that is reasonably convenient for the Board.
C). Notice of the Annual Meeting shall be verbal or written; distributed personally, by mail, or electronically at least two weeks in advance of the meeting to all Board Members and be made known publicly via the website or other reasonable means.
D). The Annual Meeting shall be opened to all Members, and, at the discretion of the chairperson, the public.
E). In the event of inclement weather or other extreme circumstances which would prevent a quorum of the Board from attending, the meeting will automatically convene the following Tuesday. This process will continue weekly until such time as conditions allow participation of a quorum of the Board to conduct the Annual Meeting.

Section 2. Written Consent - Any action required or permitted to be taken by the Board, Team or Committee may be taken without a meeting notification if, and only if, all members of said Board, Team, or Committee consent in writing to that action. Action taken by unanimous written consent shall have the same force and effect as a unanimous vote. Such written consents shall be filed with the minutes of the proceedings and noted within the minutes of the next business meeting.

Section 3. Remote Communication - Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all members participating in the meeting can hear one another. Said members shall be deemed to be present at the meeting.

Section 4 Parliamentary Procedure - The authority for parliamentary procedure in the business meetings shall be the most recent edition of Robert’s Rules of Order, where they are not inconsistent with these by-laws or any special rules of order adopted by the Board.

Section 5 Minutes - Minutes shall be kept of all Board, Team and Committee meetings. The minutes shall be kept in the organization office and all appropriate records shall be kept confidential. Clear and open communication shall be maintained with the general membership to maintain unity and peace within the organization as is appropriate.

Section 6 Quorum - Meetings may enact business when a quorum is present. A quorum shall be a majority of the voting members of the Board/Team/Committee and a majority of the quorum shall have legal power to transact business.

ARTICLE VIII - FINANCES:
Finance Committee - A Finance Committee, hereafter referred to in this article as Committee, shall have the delegated responsibility to establish and implement wise fiscal policies, subject to oversight by the Board of Directors.

A. Membership - There shall not be fewer than five (5) and not more than seven (7) voting members. Should the number of members fall below five (5), the Board approved, procedure on member selection shall be followed. The Board Treasurer shall serve by virtue of position as an ex officio member and Chairperson of the committee with full voting rights. There shall be no more than 1 additional Board Member on the Committee. The term for each member is one (1) year with an option to commit to additional terms. Renewal is subject to a vote of affirmation by the Committee and Board of Directors. A two-thirds vote of the Committee is required to remove a Committee member midterm with a two-thirds ratification vote of the Board of Directors required.

B. Selection - The Committee shall follow the documented, Board approved, procedure on member selection. New members shall be nominated by the Committee and confirmed by a two-thirds vote of the Board.

C. Officers – The Treasurer of the corporation shall serve as the Committee Chairperson. The Committee shall elect other officers, including vice chair and secretary.

D. Term - The term for two (2) elected Committee Officers is one (1) year with an option to recommit to up to three additional sequential terms. Term renewal is subject to an annual vote of majority affirmation of the full committee and Board of Directors. No Committee member may serve as an officer in any capacity for more than 4 out of any 5 consecutive years.

All monies given in the organization shall be properly recorded and the books of the organization subject to regular supervision by the Treasurer in accordance with current policy. An external review shall be conducted annually and when deemed wise by the Board. The organization shall be funded by dues by its members and voluntary contributions from supporters or in any other orthodox manner compatible with the Articles of Incorporation.

ARTICLE IX - STATEMENT OF FAITH:
Even though the Organization is NOT a church, the Cross itself is the iconic symbol for the person of Jesus and his followers. Members of the Bald Knob Cross of Peace are NOT REQUIRED to adhere to any statement of faith. Board members and Board candidates ARE REQUIRED to adhere to the following ancient tenets which are nearly universally supported by most all denominations of mainstream Christianity:

We believe in:

1.) One God who is the Creator of the universe and the giver of all life
2.) The divine inspiration of scriptures and authority of the Holy Bible
3.) The corruptness of man through the fall
4.) The necessity of repentance and regeneration by grace through faith alone
5.) The eternal separation from God of the finally impenitent
6.) The virgin birth; sinless life; atoning death; triumphant resurrection; ascension; and abiding intercession of our Lord Jesus Christ

ARTICLE X – PROPERTY:
All property purchased by the Corporation shall be held in the name of the Corporation. All funds received by the Corporation shall be held in an account of the Corporation. All records of the Corporation shall be maintained at the principal office of the Corporation and shall be open to inspection for members of the Corporation at any reasonable time and upon reasonable advance written request.

ARTICLE XI - INDEMNIFICATION OF DIRECTORS AND OFFICERS:
The Corporation may, to the maximum extent permitted by the Corporation Act of Illinois, indemnify each of its board members and officers against expenses, judgment, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was a board member or officer of the Corporation and shall advance to such person expenses incurred in defending any such proceedings to the maximum extent permitted by such laws. The Board may in its discretion provide by resolution for such indemnification of or advance of expenses to, other agents of the Corporation.

ARTICLE XII - EXECUTION OF INSTRUMENTS:
The Board 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 organization and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or other person shall have any power or authority to bind the Organization by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

ARTICLE XIII - AMENDMENTS:
These bylaws may be amended by a two-thirds vote of the Board at an Annual Meeting of the Board, provided that two weeks written notice of such meeting clearly sets forth the proposed changes which are to be considered; and must be ratified by a two-thirds vote of the voting membership with a ballot procedure consistent to that of electing Board Members but which is conducted as closely after the Board vote as is reasonably possible. Specific policies and guidelines regarding functions of various tasks of the Organization not included in these bylaws will be subject to annual review or at any appropriate time as deemed necessary to correspond with current needs and may be amended by the Board.

ARTICLE XIV - DISSOLUTION:
Should Bald Knob Cross of Peace become extinct or dissolved, all assets remaining after discharging the obligations and responsibilities of the corporation shall be disposed of exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, education, or religious purposes whose objectives are in harmony with those of Bald Knob Cross of Peace. Such recipient organization or organizations must also be exempt from federal income taxation under the provisions of Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board shall determine. Any such assets not so disposed shall be disposed of by the Circuit Court in the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. In no event may any of the assets of the organization, upon dissolution thereof, be paid to or inure to the benefit of any individual member, director, or officer of the corporation, or any other private individual.

ARTICLE XV - GENERAL:

Section 1 - Order - At all times all governmental groupings in the organization shall strive to maintain Godly and quiet order, seeking to “keep the unity of the Spirit in the bond of peace.” The necessity of such unity shall be accepted by each person in the governmental structure of the organization.

Section 2 – Consent to bylaws and policies - It is the policy of this Organization, under these bylaws that all members, directors, employees, speakers, instructors and other persons acting on behalf of the corporation, or at the request of the corporation, shall abide by these bylaws.

Section 3 – Dispute Resolution –All current and former members of the corporation, employees, speakers, instructors, and other persons acting on behalf of the corporation (hereafter “parties”) to which this bylaws govern agree that any claim or dispute arising from or related to this agreement or involving this corporation shall be settled by biblically-based mediation and, if necessary, legally binding arbitration in accordance with the Rules of Procedure for Christian Conciliation of the Institute for Christian Conciliation, a division of Peacemaker® Ministries. Judgment upon an arbitration decision may be entered in any court otherwise having jurisdiction. The parties understand that these methods shall be the sole remedy for any controversy or claim arising out of this agreement and expressly waive their right to file a lawsuit in any civil court against one another for such disputes, except to enforce an arbitration decision.


Adopted at the Annual Meeting on February 09, 2010

BOARD OF DIRECTORS:

Chairperson, Steven M. McKeown
Vice Chairperson, Ralph Brandon
Secretary, Jon Musgrave
Treasurer, Bradley Rogers
Director, Doug Cherry
Director, Mark Roath
Director, Gerald Wright