M-A-D After Jail/Prison Ministry: Bylaws

BY-LAWS of M-A-D After Jail/Prison Ministry

ARTICLE I - PRINCIPAL OFFICE

The principal office of the M-A-D After Jail/Prison Ministry shall be located at: 4200 E. Bonanza Rd. #107, Las Vegas, NV 89110. Other contact information is: web - http://00madm.wix.com/prison-ministry email - 00prison.ministry1@gmail.com office - 855-333-5888 x1300 fax - 877-754-0327.

ARTICLE II - STRUCTURE OF M-A-D AFTER JAIL/PRISON MINISTRY ORGANIZATION, CIVIL, AND ECCLESIASTICAL

Legal Structure. The officers of this M-A-D AFTER JAIL/PRISON MINISTRY are Dr. Elisheba Weathers, Natasha V. Hicks, Calvin L. Hicks, Clarence Smith;

The President shall be Dr. Elisheba Weathers and shall preside at all meetings, shall make an annual report as to the status and condition of the corporation to this Board of Directors no later than every 30 days.

The President shall sign all certificates, contracts, deeds and other instruments of the corporation. During the absence or disability of the President, the Vice President, Natasha V. Hicks shall exercise all the powers and discharge all the duties of the President.

The Secretary, Calvin L. Hicks shall keep the minutes of all meetings: shall have charge of the seal and corporate books and shall make such reports and reform such duties as are required of him or her by the corporation, and shall sign all certificates, contracts, deeds and other instruments of the corporation as directed by the President, Treasurer and duties outlined in Articles of Incorporation.

The Treasurer, Clarence Smith shall have custody of all monies and securities of the corporation and shall keep regular books of account.

The Treasurer shall disburse rightful funds of the corporation in payment of the just demands against the corporation or as may be required. The Treasurer shall make an accounting of all his transactions as Treasurer and of the financial condition of the corporation. The Treasurer will use an audit-approved accounting system as approved by the Board of Directors.

The officers of the corporation shall hold offices until their successors are duly elected and qualified, or until a written Letter of Resignation is tendered to the members of the Board of Directors and accepted by same.

The Board of Directors shall meet at least once every 30 days in person.

Special meetings may be called if and when the same may become necessary. Appropriate notice for Special Meetings shall be given to all Board Members.

ARTICLE III - THE BOARD OF DIRECTORS, ITS ORGANIZATION, POWERS AND DUTIES

BOARD OF DIRECTORS: The Board of Directors of M-A-D AFTER JAIL/PRISON MINISTRY shall be at least 3 persons in number. The Board of Directors are granted all necessary powers to exercise all directives necessary for the operation of M-A-D AFTER JAIL/PRISON MINISTRY expressed or implied, which shall be necessary and proper to carry out all the executive functions, and all other powers as may be determined by the By-Laws, Articles of Incorporation, and approved and adopted resolution by the Board of Directors.

TERMS: The members of the Board of Directors shall be elected for a term of 3 years. The Term shall be computed from the day of election to the post and each member may hold office until such time as an election by the members can be had. Elections schedules and procedures shall be defined in these By-Laws. It shall be determined by unanimous vote of the Board, the length of term of service to be rendered to the Board of Directors.

ELECTIONS: Elections shall be held every 3 years. The required number of votes for office holder approval shall be unanimous.

VACANCY: In the event of a vacancy on the Board of Directors - through attrition, resignation or forced vacancy, the remaining members of the Board of Directors shall fill via appointment such vacancy by a "simple majority" vote at a duly held meeting until a successor has been duly elected and qualified. Should the vacancy assume during mid-term, the Board of Directors shall be required to hold formal special mid-term elections no later than 60 days post vacancy or in the event of the Presidency, no later than 30 days post vacancy.

PASTOR: The Pastor can be qualified to hold the office of President of the Board of Directors and may be appointed as President of the board of Directors only by a unanimous vote by the current members of the Board of Directors.

SECRETARY. The initial Board of Directors position of Secretary shall be appointed by the Board of Directors with a 3 year term limit, which may then be extended through formal elections at an appointed date to be determined by the Board of Directors. The Secretary shall be the keeper of the minutes of the proceedings of all meetings, by all members, Board of Directors meetings, committee meetings, councils and other Boards or tribunals, as authorized by the Board of Directors. These shall constitute the formal records of the Non Profit Organization and shall be kept at the principal office of M-A-D AFTER JAIL/PRISON MINISTRY. These records shall be deemed available for viewing by any and all requests, either public or private.

TREASURER. The Board of Directors must have a Treasurer which is independent of all other positions, and the person who holds the office of Treasurer may not hold any other position on the Board of Directors due to potential conflict of interest concerns. The Treasurer shall only be elected by the Board of Directors. The Treasurer shall be the treasurer of M-A-D AFTER JAIL/PRISON MINISTRY, and shall have overriding custody of all moneys and securities of M-A-D AFTER JAIL/PRISON MINISTRY and shall make an accounting of all of M-A-D AFTER JAIL/PRISON MINISTRY transactions.

All checks, drafts or orders for the payment of money, notes, evidence of indebtedness issued in the name of M-A-D AFTER JAIL/PRISON MINISTRY or any other encumbrance, shall be signed by the Treasurer of M-A-D AFTER JAIL/PRISON MINISTRY. In the absence of availability of the approved Treasurer, the Board of Directors may appoint a secondary signator who may sign on behalf of the corporation. All funds of M-A-D AFTER JAIL/PRISON MINISTRY must be deposited as required to the credit of M-A-D AFTER JAIL/PRISON MINISTRY in such banks, trust companies or other depositories as the Board of Directors may elect.

Any member of the Board of Directors or the Pastor may accept on behalf of M-A-D AFTER JAIL/PRISON MINISTRY any contributions, donations, gifts, including real property, works of art, bequests or devise ("contributions") for any purpose of M-A-D AFTER JAIL/PRISON MINISTRY. Any and all contributions are the sole property of M-A-D AFTER JAIL/PRISON MINISTRY and shall be duly noted and entered into the assets accounts and accounting by the Treasurer. The Treasurer shall keep correct and complete financial records of all M-A-D AFTER JAIL/PRISON MINISTRY account(s). All books and records of M-A-D AFTER JAIL/PRISON MINISTRY may be inspected by any member, or agent, for any purpose at any reasonable time. The Treasurer shall be authorized to appoint person(s) to assist the Treasurer, with approval from the Board of Directors, in carrying out the duties and functions of the Treasurers Office. Any person(s) who are appointed to this role may be subject to formal background checks as appropriate for the fiscal responsibilities assumed.

ARTICLE IV - MEETINGS

The Annual Meeting of M-A-D AFTER JAIL/PRISON MINISTRY is required and mandatory and shall be held on the May 29. All members of the Board of Directors are required to participate in person and no proxy shall be appointed their stead unless previously approved by a unanimous vote of the Board of Directors. The Annual Meeting shall consist of the business of member nominations and elections to the Board of Directors as appropriate. A quorum of the membership is required.

QUORUM: A quorum is hereby defined as two-thirds total membership of the corporation, excluding the members of the Board of Directors. Special Meetings may be called by a vote of the Board of Directors, a directive issued by the President of the Board of Directors, or a directive issued by the Pastor as they in their discretion deem necessary. Notices for the calling of special meetings shall be given to all members in writing with 30 days prior written notice and shall be delivered via certified mail. Attendance of Special Meeting events may be conducted via proxy, with prior approval of a simple majority vote of the currently serving Board of Directors members.

ARTICLE V - RULES AND REGULATIONS

The Board of Directors may adopt such rules of procedure and regulations governing the conduct of its business and the organization of M-A-D AFTER JAIL/PRISON MINISTRY as they may deem necessary, proper and expedient.

Appeals and Arbitration: If damage to person(s) or to M-A-D AFTER JAIL/PRISON MINISTRY shall occur through the direction, action or inaction of the members of the Board of Directors, any individual member, or assemblage of members of M-A-D AFTER JAIL/PRISON MINISTRY, shall have the right to request a special meeting, in order to pursue an appeals process as determined by an independent third-party board certified Arbitration specialist. The costs of such appeals shall initially be born by the party requesting the appeal(s). These costs shall be wholly the responsibility of the party determined to bring damage to M-A-D AFTER JAIL/PRISON MINISTRY at the termination of the Appeals and Arbitration process.

Determination of Arbitration: All parties shall hold sacred the determination and outcome of the independent arbitrator who's decision shall be held as legal and binding by all parties to the appeals process.

ARTICLE VI - AMENDMENTS TO THE BYLAWS

Any and all provisions of the Bylaws, except those provisions enumerated in Article V may be modified, altered or amended by two-thirds majority vote of all members of the Board of Directors either at a regular or special meeting called explicitly for the purpose of amending these By-laws. If the proposed amendment(s) are adopted as herein provided, the results of the vote shall be announced by the Secretary of the Board of Directors and declared adopted by the President of the Board of Directors, whereupon such amendments shall be in full force of effect either on the date specified for the enaction of said amendments, or without an adoption date and time, shall be in full force and effect immediately upon adoption. IN WITNESS WHEREOF, I have hereunto acknowledged and filed the foregoing amended Articles of Incorporation under the laws of the State of Nevada this 2nd day of August 2015 Dr. Elisheba Weathers, Incorporator

Signature of Incorporator_Dr. Elisheba Weathers 08-02-15_