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The Theological Seminary Alliance in U.S.A. launched on
November 20, 2006.
The purpose of The Theological Seminary Alliance in U.S.A. is (1)
for the reformed and evangelistic Theological Seminaries approved
by any state government in U.S.A. to recognize each other and to
share fellowship, (2) to exchange the faculty members and students,
to share credits, resources and academic studies (3) to cooperate
in defending the Word of God and the authority of the Bible (4)
to provide the biblical theological education with the church leaders
and to expound the right theological movement (5) to cooperate in
expelling the cultic trends in the church and building up the biblical
church.
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By-Laws of Theological Seminary Alliance in U.S.A.(TSAUSA)
A New York Not-For-Profit Corporation
Article 1 General Rule
Section 1 Name: The Name of this corporation shall be
Theological Seminary Alliance in U.S.A.
Section 2 Principal Office:
The pricipal office of the corporation is located in Queens County,
State of New York. The designation of the corporation's principal
office may be changed by amendment of these Bylaws.
Article II Purposes
Section 1 Specific purposes:
The specific and primary purposes of this corporation shall be
to operate an alliance of the reformed & evangelic theological
seminaries in U.S.A. to recognize each other, to exchange the faculty
members & students, to share credits & resources, to cooperate
in defending the Word of God & the authority of the Bible, and
to cooperate in expelling the cultic trends in the Church &
building the biblical Church.
Section 2 IRC Section 501(c)(3) purposes:
This corporation is organized and operated exclusively for RELIGIOUS
purposes within the meaning of Section 501(c)(3) of the Internal
Revenue Code.
Article III Directors
Section 1 Number:
The number of Directors of the corporation shall not be less than
three and business shall be conducted by majority vote of members
of directors.
Section 2 Election and Term of Office
Directors shall be elected by Board of Directors, and each director
shall hold office for a period of 2 years and until his or her successor
is elected and qualifies. Each director elected to fill a vacancy
shall hold the office until expiration of the term for which elected
and until a successor has been elected and qualified.
Section 3 Meeting
Meeting of Board of Directors may be called by the President at
any time as may be necessary as well as the request by the majority
of the Directors.
Section 4 Duties & Function
The fuction of the Board of Directors are to manage all natters
concerning corporation's business and every Director shall have
the absolute right at any reasonable time to inspect all books,
records, and documents of the corporation.
Section 5 Compensation
Directors shall serve without compensation.
Article IV Officers
Section 1 Designation of Officers
The officers of the corporation shall be a President, a Vice President,
a Secretary, and a Treasurer. The corporation may also have a Chairperson
of the Board, one or more Vice Presidents, Assistant Secretaries,
Assistant Treasurers, and other such officers with such titles as
may be determined from time to time by the Board of Directors.
Section 2 Election and Term of Office
Officers shall be elected by the Board of Directors, at any time,
and each officer shall hold office until he or she resigns or is
removed or is otherwise disqualified to serve, or until his or her
successors shall be elected and qualified, whichever occurs first.
Section 3 Removal and Resignation
Any officer may be removed, either with or without cause, by the
Board of Directors, at any time. Any officer may resign at any time
by giving written notice to the Board of Directors or to the President
or Secretary of the corporation.
Section 4 Vacancy
Any vacancy caused by the death, resignation, removal, disqualification,
or otherwise, of any officer shall be filled by the Board of Directors.
In the event of a vacancy in any office other than that of President,
such vacancy may be filled temporarily by appointment by the President
ntil such time as the Board shall fill the vacancy. Vacancies occurring
in offices of officers appointed at the discretion of the board
may or may not be filled as the board shall determine.
Section 5 Duties of President
The President shall be the chief executive officer of the corporation
and shall, subject to the control of the Board of Directors, supervise
and control the affairs of the corporation and the activities of
the officers. He or she shall perform all duties incident to his
or her office and such other duties as may be required by law, by
the Articles of Incorporation, or by these Bylaws, or which may
be prescribed from time to time by the Board of Directors.
Unless another person is specifically appointed as Chairperson
of the Board of Directors, the President shall preside at all meetings
of the Board of Directors and, if this corporation ahs members,
at all meetings of the members. Except as otherwise expressly privided
by law, by the Articles of Incorporation, or by these Bylaws, he
or she shall, in the name of the corportaion, execute such deeds,
mortgages, bonds, contracts, checks, or other instruments whci may
from time to time be authorized by the Board of Directors.
Section 6 Chairperson of the Board
If a Chairperson of the Board is selected, he or she shall preside
at meetings of the Board and shall exercise and perform such other
powers and duties as the Board may assign from time to time. If
there is no President, the Chairperson of the Board shall also be
the Chief Executive Officer and shall have the powers and duties
of the President of the corporation prescribed by these By-laws.
Section 7 Duties of Secretary
The Secretary shall keep or cause to be kept accurate minutes
of meetings. He or she shall be the custodian of corporation's records,
books, documents, and communication except such books of account
as are required to be kept in the Treasurer's custody. Secretary
should exhibit any records at all reasonable times to any director
of the corporation upon request.
Section 8 Duties of Treasurer
The Treasurer shall have charge and custory of, and be responbible
for, all funds and securities of the corporation, and deposit all
such funds in the name of the corporation in such banks, trust companies,
and other depositories as shall be selected by the Board of Directors.
The Treasurer shall keep and maintain adequate and correct accounts
of the corporation's financial proceedings in form authorized and
directed by the Board of Directors. The Treasurer shall exhibit
at all reasonable times the books of account and financial records
to any director of the corporation, on request therefor.
Section 9 Compensation
Officer shall serve withou compensation.
Article V IRC 501(c)(3) Tax Exemption Provisions
Section 1 Limitations on Activities
No substantial part of the activities of this corporation shall
be the carrying on of progaganda, or otherwise attempting to influence
legislation, and this corporation shall not participate in, or intervene
in (including the publishing or distribution of statements), any
political campaign on behalf of, or in opposition to, any candidate
for public office.
Section 2 Prohibition against private inurement
The property of this corporation is irrevocably dedicated to religious
purposes and no part of the net earnings or assets of this corporation
shall inure to the benefit of, or be distributable to, its members,
directors or trustees, officers, or other private persons.
Section 3 Distribution of assets
Upon the dissolution or winding up of this corporation, its assets
remaining after payment, or provision for payment, of all debts
and liabilities of this corporation shall be distributed to a nonprofit
fund, foundation or corporation which is organized and operated
exclusively for religious purposes and which has established its
tax exempt status under the Section 501(c)(3) of the Internal Revenue
Code.
Article VI Finance
Section 1 Source of Financial Support
The sources of financial support shall be contribution from seminaries
and general public.
Section 2 Accounting period
The fiscal year of the corporation shall be the calendar year.
Article VII Auxiliary
Section 1 Amendment
The By-Laws may be amended or replaced by the Board of Directors.

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