Bylaws

1.1 Name. The name of the corporation is Redeemer Forge, Inc. (the “Corporation”).

1.2 Principal office. The principal office of the Corporation is in Jacksonville, Florida, at the street address on the Florida Department of State’s record. The Board of Directors may change it without amending these Bylaws.

1.3 Registered agent. The Corporation shall continuously maintain a registered agent and registered office in Florida, as the Florida Not For Profit Corporation Act requires.

1.4 Purposes. The Corporation is organized and operated exclusively for religious, charitable, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as set out in Article III of the Articles of Incorporation. Nothing in these Bylaws shall be read to permit anything the Articles of Incorporation forbid; if these Bylaws and the Articles ever disagree, the Articles govern.

1.5 No private inurement and no private benefit. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, or any other private person, except that the Corporation may pay reasonable compensation for services actually rendered and may make payments and distributions in furtherance of the purposes set out in Article III of the Articles of Incorporation. The Corporation shall be operated so that it serves public rather than private interests, and so that any benefit to a private person is no more than incidental to accomplishing its exempt purposes.

1.6 Limitations on activities. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The Corporation shall not participate in, or intervene in — including by publishing or distributing statements — any political campaign on behalf of or in opposition to any candidate for public office.

Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activity not permitted to be carried on by (a) a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Sections 1.5 and 1.6 restate Articles IX and X of the Articles of Incorporation word for word in substance. They are repeated here because the Bylaws are the governance document a bank, a grantmaker, or an IRS examiner is most often handed, and the restriction should be legible there without cross-referencing.

1.7 Conflict-of-interest policy required. The Corporation shall at all times maintain a written conflict-of-interest policy, as Article VII of these Bylaws provides.

1.8 Statement of faith. The Corporation adopts The Baptist Faith and Message (2000), as adopted by the Southern Baptist Convention, as its statement of faith. Its programs, teaching, and published materials shall be consistent with it. The Board may adopt a later revision of it by the vote required to amend these Bylaws.

2.1 No voting members. The Corporation shall have no members entitled to vote. All corporate powers are exercised by, or under the authority of, the Board of Directors.

2.2 Program participants and supporters are not members. Donors, volunteers, program participants, registered users of any website or application the Corporation operates, and members of congregations using the Corporation’s programs are not members of the Corporation, hold no vote, and have no right to any of its assets. The word “member” as used inside the Church Family program (Section 8.4) describes a member of a participating congregation, not a member of the Corporation.

3.1 Powers. The Board of Directors manages the affairs, property, and business of the Corporation.

3.2 Number. The Board shall consist of at least three (3) and not more than nine (9) directors. Florida requires at least three directors of a corporation that is exempt under Section 501(c)(3) (section 617.0803 of the Florida Statutes), and the Corporation may never go below three. The Board fixes the number within that range by resolution.

3.3 Qualifications. Directors must be at least 18 years old. A director need not live in Florida.

3.4 Board independence. A majority of the directors in office shall at all times be persons who are not compensated by the Corporation and who are not related to a compensated person by blood, marriage, adoption, or shared household, nor in business with one. This is not required by Florida law. It is here because the IRS treats an independent board majority as the main safeguard against an organization being run for its founder’s benefit, and because most grantmakers ask about it directly.

3.5 Term. Directors serve a term of two (2) years, and may be re-elected without limit. Terms are staggered so that roughly half the Board turns over each year, so the whole Board never changes at once. To start the staggering, the Board may fix a one-year initial term for some of the initial directors.

3.6 Election. After the initial directors named in the Articles of Incorporation, directors are elected by a majority vote of the directors then in office at the annual meeting.

3.7 Resignation. A director may resign at any time by written notice to the President or the Secretary. It takes effect when delivered, unless it names a later date.

3.8 Removal. A director may be removed, with or without cause, by a vote of two-thirds of the other directors then in office, at a meeting whose notice said that the removal would be considered.

3.9 Vacancies. A vacancy, however it arises, may be filled by a majority vote of the remaining directors even if they are fewer than a quorum. A director so chosen serves out the unexpired term. A vacancy that would leave the Board with fewer than three directors shall be filled within 60 days.

3.10 Compensation. Directors serve without compensation for serving as directors. A director may be reimbursed for reasonable expenses, and may be paid for services rendered in another capacity, but only under Section 3.11 and the conflict-of-interest policy.

3.11 Approving pay to a director, officer, or founder. Before the Corporation agrees to pay any director, officer, or person who substantially founded or controls a program, all three of the following must happen, in this order:

1. The pay is approved in advance by the directors who have no conflict of interest in it. The person to be paid leaves the room and is absent for the discussion and the vote.
2. Those directors look at what at least three comparable organizations pay for comparable work, and record what they looked at.
3. The decision, the comparison data, who voted, and the fact that the interested person was absent are written into the minutes at the time, not reconstructed later.

Why the detail: this sequence is what the IRS calls the “rebuttable presumption of reasonableness”. Meeting it shifts the burden of proof onto the IRS if the pay is ever questioned. Overpaying an insider is a tax on the person paid and on the directors who knowingly approved it, and in the worst case costs the Corporation its exemption.

3.12 Presiding, and Founding Directors. The President presides at meetings of the Board. When the President is absent, or has a conflict of interest in the matter before the Board — including any vote on the President’s own pay under Section 3.11 — the directors present choose a director without a conflict to preside for that matter. Every director who serves on the first Board holds, for life, the honorary title Founding Director; it carries no authority beyond that of a director.

4.1 Annual meeting. The Board shall hold an annual meeting each year to elect directors and officers, receive the financial report, and review conflict-of-interest disclosures.

4.2 Regular meetings. The Board shall meet at least quarterly. The Board may set the schedule by resolution, and no further notice of a scheduled regular meeting is required.

4.3 Special meetings. The President, or any two directors, may call a special meeting.

4.4 Notice. Notice of a special meeting, stating the date, time, place or means of attending, and the business to be considered, shall be given at least three (3) days beforehand, by any means reasonably expected to reach the director, including email. A director may waive notice in writing, before or after the meeting, and attending the meeting waives notice unless the director objects at the start.

4.5 Place and means of attending. Meetings may be held anywhere, and any director may take part by telephone, video, or any other means by which all participants can hear one another at the same time. Taking part that way counts as being present.

4.6 Quorum. A majority of the directors then in office is a quorum. If a quorum is not present, those present may adjourn to another time without further notice other than announcement at the meeting.

4.7 Voting. Each director has one vote. Directors may not vote by proxy. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the Board, except where the Articles, these Bylaws, or Florida law require more.

4.8 Action without a meeting. The Board may act without a meeting if every director in office consents in writing, including by email, to the action taken. The consents are filed with the minutes and have the same effect as a unanimous vote at a meeting.

4.9 Minutes. The Secretary shall keep minutes of every meeting and every written consent, recording who attended, what was decided, how the vote went, and every instance in which a director disclosed a conflict and withdrew. Minutes are approved at the following meeting and kept permanently.

5.1 Officers. The officers of the Corporation are a President, a Secretary, a Treasurer, and a Spiritual Director. Each of those four offices shall be filled at all times, and one person may hold more than one (Section 5.3). The Board may appoint such other officers as it decides the Corporation needs.

5.2 Election and term. Officers are elected by the Board at the annual meeting for a term of one year, and may be re-elected. An officer need not be a director.

5.3 One person holding more than one office. One person may hold any or all of the offices at the same time, as section 617.0840(4) of the Florida Statutes allows. Florida names no required offices; it requires only that one officer be responsible for the minutes and for certifying the Corporation’s records (section 617.0840(3)). That officer is the Secretary.

5.4 President. The President is the chief executive officer and, subject to the Board’s direction, oversees the Corporation’s activities and its programs. The President presides at meetings of the Board (Section 3.12).

5.5 Secretary. The Secretary keeps the minutes, gives notice of meetings, keeps custody of the corporate records, the Articles, these Bylaws, and the signed conflict-of-interest statements, and attests documents on behalf of the Corporation.

5.6 Treasurer. The Treasurer has custody of the Corporation’s funds, keeps full and accurate accounts, deposits receipts in the accounts the Board designates, reports the Corporation’s financial position to the Board at each regular meeting, and sees that the required federal and state returns and reports are filed on time. The Treasurer maintains the record of restricted gifts required by Section 9.3.

5.7 Spiritual Director. The Spiritual Director is the Corporation’s guardian of its statement of faith (Section 1.8). The Spiritual Director reviews the teaching, curriculum, and published material of every program for faithfulness to it, advises the Board and the President on doctrinal and pastoral questions, gives spiritual counsel to the programs’ leaders and volunteers, and opens meetings of the Board in prayer. Where the Spiritual Director finds material inconsistent with the statement of faith, it is withdrawn or corrected until the Board decides the matter.

5.8 Removal and vacancies. The Board may remove any officer, with or without cause, by majority vote, and may fill any vacancy for the unexpired term. Removing an officer does not by itself remove that person as a director.

6.1 Committees of the Board. The Board may create committees, each of two or more directors, and may delegate to them any authority the Board itself has, except the authority to amend the Articles or these Bylaws, elect or remove directors or officers, approve a dissolution or merger, sell substantially all the Corporation’s assets, or approve compensation under Section 3.11.

6.2 Advisory committees. The Board may create advisory committees, which may include people who are not directors — for example volunteers from a program, or pastors of participating congregations. Advisory committees have no authority to act for the Corporation.

6.3 Committees handling children’s programs. Any committee with responsibility for a program serving minors shall include at least one director who is not compensated by the Corporation.

7.1 Policy adopted. The Board shall adopt and maintain a written conflict-of-interest policy. The policy adopted at the organizational meeting is the Conflict-of-Interest Policy, and it is incorporated into these Bylaws by reference.

7.2 Annual statements. Every director, officer, and member of a committee with Board-delegated powers shall sign the policy’s disclosure statement when first elected or appointed, and once a year afterwards. The Secretary keeps them.

8.1 Programs are not separate organizations. The Corporation carries out its purposes through programs (also called divisions). A program is an activity of the Corporation and nothing more. A program is not a separate corporation, partnership, subsidiary, or legal entity; it has no separate legal existence, no separate board, no ownership of its own assets, and no power to contract, borrow, employ, sue, or be sued in its own right. Every contract, bank account, employment relationship, insurance policy, tax filing, domain registration, and application-store developer account belongs to the Corporation.

8.2 The Bible Project program. A free, non-commercial Bible-reading and Bible-study program. It gathers the Bible in its historic public-domain and openly licensed versions, together with maps, charts, study materials, and the creeds, confessions, and writings of the Christian church, and publishes them at no charge, with no subscription, no advertising, and no requirement that a reader create an account. It operates the website at bibleproject.io and a free mobile application published under the store title “Open Bible Project”.

Two standing rules of this program, which the Board shall not set aside without recording its reasons:

(a) Only texts the Corporation is entitled to redistribute may be published. Every text and data source is recorded with its licence before it is published.

(b) Nothing is sold and nothing is locked. No subscription, no paid application, no in-application purchase, no digital goods, and no gift of money tied to unlocking any content. Beyond being the program’s purpose, this is what keeps the Corporation inside Apple’s fee waiver for nonprofit developers, which is lost the moment an application sells anything.

8.3 The Redeemer Pathways program. A faith-based youth mentorship program in Jacksonville, Florida, serving participants of school age, which creates structured, fully supervised environments where young people grow through cooperative play and hands-on making — cooperative gaming sessions designed for connection rather than isolation, and guided technology and building sessions in which participants use digital tools to create something real, together with practical life-skills tracks. Every session is staffed, equipped, and run by the Corporation’s own team; partner organizations host. It operates the website at redeemerforge.com. This program was formerly named “RedeemerForge”; the website and domain still carry the former name.

The program operates within a Christian framework of respect, encouragement, responsibility, and stewardship, and never requires a participant to take part in religious activity as a condition of taking part. Each session opens and closes with prayer led by the program’s adults. A parent or guardian is told so in writing before a participant enrols. A participant may join in or not; none is required to pray, to profess faith, or to belong to a church, and none is treated differently for declining.

Because this program serves minors, the Board shall adopt and maintain, before the program operates under the Corporation, written policies covering at minimum: background screening of staff and volunteers who have contact with minors; the ratio of supervising adults to participants; a rule against an adult being alone and unobserved with a participant; how a parent or guardian gives consent and provides emergency information; how a safeguarding concern is reported, including to the authorities where the law requires it; and how the personal information of a participant under 13 is handled. Federal children’s privacy law restricts collecting personal information from a child under 13 without a parent’s verifiable consent, which is why intake runs through a parent or guardian rather than the child.

8.4 The Church Family program. A program that helps members of a local congregation care for one another. A member of a participating congregation makes a need known — a ride, a meal, childcare, help with repairs — and fellow members of that congregation offer help; the person who asked accepts a helper and records the need as met. Alongside that sit item giveaways, events, and congregational ministry listings. Only verified members of a participating congregation may take part. The program operates the website at churchfamily.io.

8.5 Creating, renaming, combining, and closing programs. The Board may create, rename, combine, transfer, suspend, or close a program by resolution, and shall amend this Article to match. Closing a program does not release the Corporation from a donor restriction attached to gifts made for it; Section 9.5 governs what happens to those funds.

8.6 Program leadership. The Board may appoint a director of any program, who reports to the President and serves at the Board’s pleasure. A program director has only the authority the Board grants in writing, has no authority to bind the Corporation beyond it, and may not approve their own compensation or expenses.

8.7 Trade names. Where a program’s public name differs from the Corporation’s legal name, the Corporation shall register that name as a fictitious name with the Florida Department of State before using it to solicit contributions or enter contracts, and shall identify itself by its full legal name on every contract, receipt, grant agreement, and solicitation.

8.8 One set of books, with each program visible in it. The Corporation keeps a single set of accounts. Within them, the Treasurer shall track revenue, expenses, and restricted balances by program, so that the Board can see at any time what each program has received, spent, and holds, and so that restricted gifts can be shown to have been used as the donor directed.

9.1 Accepting gifts. The Corporation may accept gifts, grants, bequests, and devises of money and property. The Board may decline any gift, and shall decline one whose conditions would conflict with the Corporation’s purposes, breach Section 8.2(b), risk its tax-exempt status, or impose a cost or obligation out of proportion to the gift’s value.

9.2 Grants are made to the Corporation. Every grant application is made in the name of the Corporation, and every grant is awarded to, received by, and accounted for by the Corporation — even where the grant is sought for, and restricted to, a single program.

9.3 Restricted gifts. A gift is restricted when the donor states in writing, at or before the time of giving, that it is for a particular program or a particular purpose. Where the restriction names one of the programs in Article VIII, the Corporation shall honour it. For every restricted gift, the Treasurer shall record: the donor, the date, the amount or property, the restriction in the donor’s own words, the source document, and the balance remaining.

Restricted funds shall be spent only on the restricted purpose, shall be tracked separately under Section 8.8, and shall not be used to cover another program’s costs or a general deficit, even temporarily.

9.4 Unrestricted gifts and a fair share of shared costs. A gift with no written restriction is unrestricted and may be applied to any purpose of the Corporation, as the Board directs. A restricted gift may bear a reasonable, consistently applied share of the Corporation’s shared administrative costs, unless the donor’s terms forbid it. The Board shall approve the method for allocating shared costs, apply it the same way to every program, and record it.

9.5 When a restriction can no longer be honoured. If a restricted purpose becomes impossible, impracticable, or unlawful — including where the program is closed under Section 8.5 — the Treasurer shall report the balance to the Board, and the Board shall, in this order: (a) ask the donor in writing to release or redirect the restriction; (b) if the donor cannot be reached or declines, apply the funds to the purpose of the Corporation closest to the donor’s stated intent; and (c) where the amount or the grant agreement warrants it, seek the court approval Florida law provides for modifying a restriction. Whichever route is taken, the reasoning is recorded in the minutes.

9.6 Donor receipts. The Corporation shall give every donor of $250 or more a written acknowledgment stating the Corporation’s legal name, the date, the amount of cash or a description of the property, and that no goods or services were given in return — or, where something was given, its value, or that it consisted only of intangible religious benefits. Receipts go out no later than 31 January of the year following the gift. Where a donor gives more than $75 and receives something in return, the acknowledgment shall state the value of what was received.

9.7 Solicitation. The Corporation shall not solicit contributions from the public in any state until it has made whatever charitable-solicitation registration that state requires. Nothing the Corporation publishes shall describe a gift as tax-deductible, or the Corporation as a 501(c)(3) organization or a charity in the tax sense, until the Corporation holds its determination letter from the IRS — and if it has applied but not yet been recognized, any solicitation shall say that recognition is pending.

10.1 Fiscal year. The fiscal year of the Corporation is the calendar year: it begins on 1 January and ends on 31 December. This sets the annual federal information return deadline at the 15th day of the fifth month after year end — 15 May.

10.2 Bank accounts. The Board shall designate the Corporation’s depositories and the persons authorized to sign. Funds of the Corporation shall be held in the Corporation’s legal name and shall never be mixed with the personal funds of any director, officer, employee, or volunteer, nor with the funds of any other organization or business.

10.3 Expenditures above a threshold. Any single expenditure or commitment above $2,500, and any contract lasting longer than one year, requires Board approval in advance.

10.4 No loans to insiders. The Corporation shall make no loan to any director or officer.

10.5 Annual financial report. The Treasurer shall present a report of the Corporation’s income, expenses, assets, liabilities, and restricted fund balances — in total and by program — to the Board at the annual meeting.

10.6 Annual filings. The Corporation shall file its annual federal information return (the Form 990 series), its Florida annual report, and every charitable-solicitation renewal, on time. Missing the federal return three years in a row revokes the tax exemption automatically, with no notice and no discretion.

10.7 Records. The Corporation shall keep permanently, at its principal office: the Articles of Incorporation and every amendment; these Bylaws and every amendment; the minutes of every meeting and every written consent; the conflict-of-interest policy and the signed annual statements; the determination letter from the IRS; the restricted-gift record required by Section 9.3; and its accounting records.

10.8 Public disclosure. The Corporation shall make available to anyone who asks its application for recognition of exemption and its three most recent annual information returns, as federal law requires.

11.1 Indemnification. The Corporation shall indemnify its directors and officers to the fullest extent permitted by Chapter 617 of the Florida Statutes, provided that nothing shall be paid that would jeopardize the Corporation’s exemption under Section 501(c)(3) of the Internal Revenue Code.

11.2 Insurance. The Board shall consider, and review each year, insurance for the Corporation and its directors and officers. Because the Corporation serves minors through the Redeemer Pathways program, the Board shall obtain general liability insurance that covers claims of misconduct toward a child, or record in the minutes why it has not.

On dissolution, the Corporation’s assets shall be distributed as Article XI of the Articles of Incorporation requires, and not otherwise. No director, officer, employee, or volunteer shall receive any part of the Corporation’s assets, other than payment of a debt actually owed.

Restating that requirement so it is legible here: upon dissolution the Board of Directors shall, after paying or making provision for the payment of all of the Corporation’s liabilities, dispose of all of the remaining assets of the Corporation exclusively for the purposes of the Corporation, in such manner or to such organization or organizations organized and operated exclusively for religious, charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code, as the Board shall determine.

Assets restricted by a donor to a particular program shall, so far as the law permits, be transferred to an organization described above that carries on a comparable purpose. Any assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as that court shall determine, which are organized and operated exclusively for such purposes.

These Bylaws may be amended, restated, or repealed by a two-thirds vote of the directors then in office, at a meeting whose notice set out the substance of the proposed change and was given at least seven (7) days beforehand. No amendment may conflict with the Articles of Incorporation, with Chapter 617 of the Florida Statutes, or with the requirements of Section 501(c)(3) of the Internal Revenue Code. An amendment that would reduce the number of directors below three is void.