Constitution and By-laws
These Amended and Restated Bylaws govern the affairs of GRACE FAMILY MINISTRIES, INC., a Florida nonprofit religious corporation (the “Church”). The Church is organized under the Florida Not for Profit Corporation Act as set forth in Part 1 of Chapter 617 of the Florida Statutes, as amended (the “Act”). These Bylaws amend and restate, in its entirety, the previous Bylaws of the Church, as amended.
ARTICLE 1 – NAME AND PRINCIPLE OFFICE
The name of this religious nonprofit organization is GRACE FAMILY MINISTRIES, Inc. The
principal office of the Church in the State of Florida shall be located in Port St Lucie, St Lucie County, Florida. The Board of Elders of the Church shall have full power and authority to change any office from one location to another, either in Florida or elsewhere. The Church shall comply with the requirements of the Act and maintain a registered office and registered agent in Florida. The registered office may be, but need not be, identical with the Church’s principal office in Port St Lucie, St Lucie County, Florida. The Board of Elders may change the registered office and the registered agent as provided in the Act.
ARTICLE 2 – WHAT WE BELIEVE
The Holy Bible is the inspired Word of God and the basis for our statement of faith. We band ourselves together as a body of believers in Jesus Christ, personally committed to sharing the good news of salvation to lost mankind.
The following comprise the Scriptural beliefs of Grace Church and its congregational members:
• About the bible: The bible, composed of the 66 books of the Old and New Testament are the inspired, and therefore inerrant Word of God to all men. It was written by human authors under the supernatural guidance of the Holy Spirit. It is the supreme source of truth for Christian beliefs and living. (2 Tim 1:13; 2 Tim 3:16-17; 2 Peter. 1:20-21; Psalm 119:11,105,160; Pr. 30:5-6)
• About God: God is the creator and ruler of the universe. He has eternally existed in three persons: the Father, the Son and the Holy Spirit. These three are co-equal in power and glory and are one God. (Gen. 1:1; Psalm 90:2; Deut 6:4; Matt. 28:19; Acts 17:24-28; 1 Peter 1:2; 2 Cor. 13:14)
• About Jesus Christ: Jesus Christ is the son of God, co-equal with the Father. He lived a sinless life, was conceived and born of a virgin and offered himself as the perfect sacrifice for the sins of all men by dying on a cross. Therefore, obtaining for us eternal redemption, the forgiveness of our sins and everlasting life. He rose from the dead after three days to demonstrate His power over sin and death. He ascended to Heaven, sits at the right hand of the Father and will return again to earth to reign as King of kings and Lord of lords. (John 3:16; Matt. 1:22-23; Isaiah 9:6; Isaiah 53:5-6; John 1:1-5,14; Heb. 4:14-15; Rom. 8:34; Eph. 1:7; 1 Cor. 15:3-4; Rom. 1:3-4; Acts 1:9-11; 1 Tim. 6:14-15)
• About the Holy Spirit: The Holy Spirit is co-equal with the Father and the Son of God. He is present in the world to comfort and enlighten mankind. He makes us aware of our need for Jesus Christ. He lives in every Christian from the moment of salvation in order to fill, empower, and anoint believers for ministry and witness. He provides Christians with power for living, understanding of spiritual truth, and guidance in doing what is right. As Christians we seek to live under His control daily. (Matt. 3:11; John 3:3-8, 14:16-17, 16:7-15; Acts 1:8; Rom. 8:5-11; 1 Cor. 2:9-14, 3:16-17, 12:4-13; 2 Cor. 1:21-22; Eph. 1:13-14)
• About Man: We believe that man was created in the spiritual image and likeness of God to be like Him in character. He is the supreme object of God’s creation. In Adam and Eve’s disobedience, called sin, the human race fell, inherited a sinful nature, and became separated from God. Therefore, we are justly condemned in the sight of God and wholly unable to save ourselves or to contribute in any way to our acceptance of God. (Gen. 1:26-27; Psalm 8:3-6; Is. 53:5-6; Rom. 3:21-26, 5:12-21, 6:23; Eph. 2:1-10)
• About Salvation: We believe that salvation is the gift of God brought to man by grace and received by personal faith in the Lord Jesus Christ, whose precious blood was shed on Calvary for the forgiveness of our sins. Man can never make up for his sin by self-improvement or good works. Only by accepting Jesus Christ as God’s offer of forgiveness can man be saved from sin’s penalty. Eternal life begins the moment one receives Jesus Christ into his life by faith. (John 1:12-13, 6:37-40, 10:25-30, 14:6; Rom. 5:1, 6:23, 8:1-17,31-39, 10:9-10; Eph. 1:7, 2:8-10; 1 Pet. 1:18-19; Titus 3:3-7; 1 John 1:7,9)
• About Eternal Security: Because God gives man eternal life through faith in Jesus Christ, the true believer is secure in salvation for eternity. Salvation is maintained by the grace and power of God, not by the self-effort of the Christian. It is the grace and keeping power of God that gives this security. (John 3:16; John 6:37-40, 10:27-30; Rom. 8:1,38-39; Gal 5:13; Titus 2:11-15; 2 Tim. 1:12; Heb. 7:25, 10:10,14; 1 Peter 1:3-5)
• About Eternity: Man was created to exist forever. He will either exist eternally separated from God by sin, or in union with God through forgiveness and salvation. To be eternally separated from God is Hell. To be eternally in union with Him is eternal life in Heaven. Heaven and Hell are places of eternal existence. (John 3:16-18; Matt. 25:31-46; Mark 9:43-48; Rom. 6:23; 2 Thes. 1:5-9; 1 John 5:11- 12; Rev. 20:11-15)
• About Satan: We believe that Satan is an actual, created being. That he was a great and good angel that rebelled against God, taking a multitude of angels with Him. He was cast out of God’s presence and is presently at work all around us with his demonic hosts to kill and destroy all he can so he can establish his own counter-kingdom of darkness and evil on the earth. Satan was judged and defeated at the cross of Christ and will, at the end of the age, be cast forever into the lake of fire which has been prepared for him and his angels and all who follow him. (Ez. 28:13-18; Job 1:6-7; Isaiah 14:12-17; Matt 25:41; John 12:31-32, 16:11; Eph. 6:10-18; Col. 2:15; 2 Peter 2:4-10; Jude 6; Rev. 12:7-12, 20:7-10)
• About Baptism: We believe that baptism is an outward sign of your inward profession. We practice baptism by immersion under water – the way Jesus was baptized and the way the Bible commands. (Matt. 3:13, Mark 16:16, Col. 2:12)
ARTICLE 3 – AUTONOMY
The Church is autonomous and maintains the right to govern its own affairs, independent of any denominational control. Recognizing, however, the benefits of cooperation with other churches in world missions and otherwise, this Church may voluntarily affiliate with any churches (Christian churches and ministries) of like precious faith.
ARTICLE 4 – PURPOSE
The Church is formed for any lawful purpose or purposes not expressly prohibited under the
Florida Not for Profit Corporation Act, as amended (the “Act”). The Church is organized and shall be operated exclusively for religious, charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Notwithstanding the foregoing, the Church’s purposes also include the limited participation of the Church in any other activities, including taxable activities, but only to the extent the activities would be permitted by a tax-exempt organization. More particularly, but without limitation, the purposes of this Church are:
• To promote, establish & maintain the Christian faith by any appropriate form of expression, within any available medium, and in any location, through the church’s combined or separate formation of a church ministry, youth center, charity, school, daycare center or camp, through fellowship, teaching & edification of the body of Christ. (Matt 4:10, Acts 2:42, 46-47, Psalm 34:3)
• To preserve and secure the principles of our faith by educating & edifying God’s people to become more like Christ in their thoughts, feelings and actions through the teaching of his word. And to demonstrate God’s love by meeting needs & healing hurts in the name of Jesus Christ (Eph 4:12, 1Peter 3:15, 2Tim 2:15, Jude 1:3, Ex 33:13, 2Cor 3:6, 2Cor 5:18)
• To proclaim the gospel of our Lord Jesus Christ to the lost & unsaved, and present every member of the body of Christ perfect in Jesus Christ, and to carry on and conduct religious and educational worship according to the traditional liturgies of the church. (Matt 28:19-20, Col 1:27-28)
ARTICLE 5 – POWERS AND RESTRICTIONS
Except as otherwise provided in these Bylaws and in order to carry out the above-stated
purposes, the Church shall have all those powers set forth in the Act, as it now exists or as it may
hereafter be amended. Moreover, the Church shall have all implied powers necessary and proper to carry out its express powers. The powers of the Church to promote the purposes set out above are limited and restricted in the following manner:
• The Church shall not pay dividends and no part of the net earnings of the Church shall inure to the benefit of or be distributable to its organizers, officers or other private persons, except that the Church shall be authorized and empowered to make payments as reasonable compensation for services rendered to or for the Church.
• The Church shall not accept any gift or grant if the gift or grant contains major conditions which would restrict or violate any of the Church’s religious, charitable, or educational purposes or if the gift or grant would require serving a private as opposed to a public interest.
ARTICLE 6 – MEMBERSHIP
SECTION 6.01 – CONGREGATIONAL MEMBERSHIP
• Corporate Members: The Corporate Members include the Elders and the Corporate Officers.
• Congregational members: This Church’s congregational membership shall not be Members within the meaning of this Church’s Articles of Incorporation or Chapter 617 of the Florida Statutes. The Church may from time to time use the term “membership” or “members” to refer to congregants of the Church, as provided for herein. When the words “congregational member,” “congregational members” or “congregational membership” are used, they are merely describing persons who are congregants of the Church, and such persons shall not be corporate Members within the meaning of Chapter 617 of the Florida Statutes or any other applicable statute, and are not entitled to cast a vote in person, by proxy or otherwise that is binding upon the Church.
• This congregation functions not as a pure democracy, but as a body under the headship of the Lord Jesus Christ and the direction of the Senior Pastor as the under shepherd with the counsel of the Board of Elders. Determinations of the internal affairs of this church are ecclesiastical matters and shall be determined exclusively by the church’s own rules and procedures. The Senior Pastor shall oversee and/or conduct all aspects of this church. The Board of Elders shall give counsel and assistance to the pastor in accordance with Holy Scripture and these Bylaws.
• Membership in this church does not afford the members with any property, contractual, or civil rights based on principles of democratic government. Although the general public is invited to all of the church’s worship services, the church property remains private property. The Senior Pastor (or in his absence, an individual designated by the Board of Elders or the Senior Pastor) has the authority to suspend or revoke the right of any person, including a member, to enter or remain on church property.
SECTION 6.02 – REQUIREMENTS AND DUTIES FOR CONGREGATIONAL MEMBERSHIP
In order to become a congregational member of the Church, a person must:
• Accept Jesus Christ as his/her personal Lord and Savior
• Agree with and believe in the Holy Bible, the inerrant Word of God
• Covenant to desire always God’s will and not his own in all matters of the organization
• Subscribe to the purposes of this organization and be willing to support with his/her prayers and gifts
• Be willing to work co-operatively with the officers and other congregational members of the organization
• Complete the New Membership Class and sign the membership covenant
SECTION 6.03 – DISCIPLINE OF A MEMBER
The procedures provided in this section are based on Matt. 18:15-20; Rom. 16:17-18; 1 Cor. 5:1-13; 2 Cor. 2:1-11; Gal. 6:1; 1 Thess. 5:14; 2 Thess. 3:6,10-15; 1 Tim. 5:19-20; and Titus 3:10-11, and apply only to congregational members.
• There shall be a committee consisting of the Senior Pastor and the Board of Elders, who shall have sole authority in determining heretical deviations from the Statement of What We Believe and violations of the membership covenant. If the pastor or an elder is the subject of a disciplinary matter, he shall not sit as a member of the committee. The Senior Pastor and elders shall be entitled to the same steps as other church members and be subject to the same discipline.
• Members are expected to demonstrate special loyalty and concern for one another. When a member becomes aware of an offense of such magnitude that it hinders spiritual growth and testimony, he is to go alone to the offending party and seek to restore his brother. Before he goes, he should first examine himself. When he goes, he should go with a spirit of humility and have the goal of restoration. (Article 6.04)
• If reconciliation is not reached, a second member, either an elder or the Senior Pastor, is to accompany the one seeking to resolve the matter. This second step should also be preceded by self-examination and exercised in a spirit of humility with the goal of restoration.
• If the matter is still unresolved after the steps outlined in subsections (b) and (c) have been taken, the committee, as the church representatives Biblically responsible for putting down murmuring, shall hear the matter. If the matter is not resolved during the hearing before the committee, the committee shall recommend to the members of the church that they, after self-examination, make an effort personally to go to the offending member and seek that member’s restoration.
• If the matter is still unresolved after the steps outlined in subsections (b), (c), and (d) have been taken, such members who refuse to repent and be restored are to be removed from the membership of the church upon a majority vote of the committee present at a meeting called for the purpose of considering disciplinary action.
• No matter may be heard by the committee unless the steps outlined in subsections (b) and (c) have been taken, except in the case of a public offense.
• If an unrepentant offending party is removed from the church membership, all contact with him from that point forward (except by family members) must be solely for the sake of restoration.
SECTION 6.04 – TERMINATION AND RESTORATION OF MEMBERSHIP
• The discipline committee may terminate a person’s congregational membership when, in the opinion of the Senior Pastor and Board of Elders, the member’s life and conduct is not in accordance with the congregational membership covenant in such a way that the member hinders the influence of the Church in the community, and in accordance with Section 6.03 of these Bylaws.
• The membership of any individual member shall be automatically terminated by the Senior Pastor without notice if the member in question has not attended a regular worship service of the church or made a financial contribution in the preceding twelve months.
• Dismissed congregational members may be restored by the Senior Pastor and Board of Elders according to the spirit of II Corinthians 2:7-8 and Galatians 6:1, when their life-styles are judged to be in accordance with the congregational membership covenant. Restoration of congregational membership shall require the vote of two-thirds (2/3) of the committee.
ARTICLE 7 – CHURCH GOVERNANCE
SECTION 7.01 – STRUCTURE & MANAGEMENT
Power to manage and govern the affairs of the Church is vested in the Board of Elders of the Church.
SECTION 7.02 – BOARD OF ELDERS
The Board of Elders shall consist of the Senior Pastor, and until changed by amendment of the Articles of Incorporation or these Bylaws, such number of additional Elders as may from time to time be nominated and elected in accordance with these Bylaws, provided that the total number of Elders shall not be less than three (3) nor more than nine (9).
SECTION 7.03 – TERM OF ELDERS
Each Elder, other than the Senior Pastor, shall hold office for a period of one (1) year or until his successor is elected, appointed, or designated herein, and may serve successive terms without limitation. The Senior Pastor shall be a full voting member of the Board of Elders.
SECTION 7.04 – HEAD ELDER
The Senior Pastor shall appoint a Head Elder who shall preside at all the meetings of the Board of Elders, and who shall be endued with all powers of the senior pastor, in his absence, at any meetings of the Board of Elders or Committees. Any reference to the Senior Pastor in these Bylaws shall, by default, make reference to his Appointee.
SECTION 7.05 – POWERS
The Board of Elders shall have all of the rights, powers, and responsibilities of a board of directors pursuant to the Act, subject to any limitations under the Act, the Articles of Incorporation of the Church, and these Bylaws. All corporate powers shall be exercised by or under the authority of the Board of Elders. The Board of Elders shall have final authority for affairs pertaining to property and other temporal matters as required by civil law for nonprofit corporations.
In particular, the Board of Elders shall be responsible for the acquisition and disposition of Church property, which includes the management of its financial resources. The Board of Elders shall have the power to buy, sell, mortgage, pledge or encumber any church property and incur related indebtedness.
SECTION 7.06 – NOMINATION AND ELECTION OF ELDERS
The Senior Pastor shall nominate persons he deems qualified to serve on the Board of Elders. In addition, the Senior Pastor may appoint a Nomination Advisory Team to report to the Senior Pastor regarding suitable nominees. The persons nominated by the Senior Pastor shall be presented to the Board of Elders for election at a regular or special meeting.
A public installation service in which all newly appointed elders and officers of the church are to be dedicated to their respective offices at a church service following their appointment.
SECTION 7.07 – ELDER VACANCIES
The Senior Pastor shall nominate persons he deems qualified to serve on the Board of Elders to fill any vacancy occurring on the Board of Elders, and any position to be filled due to an increase in the number of Elders serving. A vacancy is filled by the affirmative vote of the majority of the remaining Elders, even if it is less than a quorum of the Elders, or if it is a sole Elder. A person so elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
SECTION 7.08 – BOARD MEETINGS
Regular or special meetings of the Board of Elders may be held either within or outside the State of Florida but shall be held at the Church’s principal office in Port St Lucie, St Lucie County, Florida if the notice thereof does not specify the location of the meeting. A regular or special meeting may be held at any place consented to by all of the Elders. If such consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, as long as all Elders participating in the meeting can hear one another. All Elders shall be deemed to be present in person at a meeting conducted in accordance with the foregoing sentence. A regular meeting of the Board of Elders shall occur at least annually.
• Regular Meetings. Regular meetings of the Board of Elders may be held without notice if the time and place of such meetings are fixed by a resolution of the Board of Elders.
• Special Meetings. A special meeting of the Board of Elders may be called by the Senior Pastor, Head Elder, or any three (3) Elders.
SECTION 7.09 – ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board of Elders may be taken without a meeting if all of the Elders, individually or collectively, consent in writing to the action. Consent in writing may be rendered via any hard copy or electronic means, including but not limited to: paper correspondence, email, text messaging, instant messaging, etc. Such action by written consent or consents shall be filed with the minutes of the proceedings of the Church.
SECTION 7.10 – QUORUM
A majority of the number of Elders then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Elders. The Elders present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Elders leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Elders in attendance required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the Elders present may adjourn and reconvene the meeting one time without further notice.
SECTION 7.11 – PROXY
Voting by proxy is prohibited.
SECTION 7.12 – DUTIES OF ELDERS
Elders shall discharge their duties, in good faith, with ordinary care (defined as the conformity to the reasonable business standards that prevail in a particular area for a particular business), and in a manner they reasonably believe to be in the best interest of the Church. Elders may in good faith rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Church or another person that were prepared or presented by a variety of persons, including officers and employees of the Church, professional advisors or experts such as accountants or legal counsel. An Elder is not relying in good faith if the Elder has knowledge concerning a matter in question that renders reliance unwarranted.
Individual Elders are not deemed to have the duties of trustees of a trust with respect to the Church or with respect to any property held or administered by the Church, including property that may be subject to restrictions imposed by the donor or transferor of the property.
SECTION 7.13 – DELEGATION OF DUTIES
The Board of Elders is entitled to select advisors and delegate duties and responsibilities to them, such as the full power and authority to purchase or otherwise acquire stocks, bonds, securities, and other investments on behalf of the Church; and to sell, transfer, or otherwise dispose of the Church’s assets and properties at a time and for a consideration that the advisor deems appropriate. Elders have no personal liability for actions taken or omitted by the advisor if the Board of Elders acts in good faith and with ordinary care in selecting the advisor. The Board of Elders may remove or replace the advisor, with or without cause.
SECTION 7.14 – INTERESTED PARTIES
Pursuant to the Act and the provisions of Article 12 below, a contract or transaction between the Church and an Elder of the Church is not automatically void or voidable simply because the Elder has a financial interest in the contract or transaction.
SECTION 7.15 – ACTIONS OF BOARD OF ELDERS
The Board of Elders shall try to act by consensus. However, the vote of a majority of the Elders present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Elders unless the act of a greater number is required by law or the bylaws. An Elder who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the decision of the Board of Elder.
SECTION 7.16 – NO COMPENSATION
Elders, including the Senior Pastor, shall not receive salaries or compensation for their services to the Board of Elders. The Board of Elders may adopt a resolution providing for payment to Elders for expenses of attendance, if any, at a meeting of the Board of Elders. An Elder may serve the Church in any other capacity and receive reasonable compensation for those services.
SECTION 7.17 – REMOVAL OF ELDERS OTHER THAN THE SENIOR PASTOR
The Board of Elders may vote to remove an Elder, other than the Senior Pastor, at any time, with or without cause. A meeting to consider the removal of an Elder may be called and noticed following the procedures provided in these Bylaws. An Elder may be removed, or placed on a leave of absence, by the affirmative vote of a majority of the Elders. For provisions regarding removal of the Senior Pastor, see Section 8.06.
SECTION 7.18 – RESIGNATION OF ELDERS
Any Elder may resign at any time by giving written notice to the Church. Such resignation shall take effect on the date of the receipt of such notice, or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 7.19 – ECCLESIASTICAL TRIBUNAL
The highest ecclesiastical tribunal of the Church shall be the Board of Elders. The Board of Elders shall be the express and final arbiter of ecclesiastical polity, religious doctrine, questions of Church property, and shall make the final decision with respect to any other matter that shall arise concerning the Church, its internal workings, and its governance in every respect. In deciding such matters, the Board shall use the standards of: (a) the best spiritual, financial, and operating interests of the Church in light of the Holy Bible and the tenets of faith of the Church; and (b) the furtherance of the religious purposes of the Church as discerned by the Elders according to the teachings of the Holy Bible.
SECTION 7.20 – CHURCH QUESTION
In any case where a question arises regarding ecclesiastical polity, Christian doctrine, Congregational membership discipline, questions of Church property, or with respect to any other matter that shall arise concerning the Church, its internal workings, and its governance by any congregational member, visitor or other person who is ministered to during religious services held by the Church, or at other times, the Board of Elders shall decide such question by majority vote.
SECTION 7.21 – CHURCH DISRUPTIONS
Any person deemed by the Board of Elders to: (a) be in substantial disagreement with the doctrine and interpretation of the Holy Bible espoused by the Church; or (b) pose a physical or psychological threat to any person or to the Church; or (c) be causing, about to cause, or capable of causing disruption to the religious services and activities of the Church shall be considered a trespasser on Church property and may be ejected summarily. No Elder shall incur any liability for acting in good faith in the interests of the Church pursuant to this section.
SECTION 7.22 – DEADLOCK
In the case where the Board of Elders shall, by reason of deadlock (whether because an even number of Elders is seated on the Board of Elders, or because certain Elders are absent even though a quorum is present, or because of abstention, or for any other reason), be unable to reach a conclusive vote on any issue before the Board of Elders, then, in such instance, a one-week period of prayer and consideration will be instituted. If, upon reconvening and a second vote, the result is the same and there is a deadlock, then the Senior Pastor-President or his Appointee, shall cast an additional ballot which shall be known as a “majority ballot,” so that an official act or decision may be taken by the Board of Elders. The majority ballot shall be cast in addition to the regular Elder’s vote cast by the Senior Pastor-President.
SECTION 7.23 – MEETINGS FOR CHURCH CONGREGATION
• The annual church administration meeting shall be held when called by the Board of Elders, at which time the regular church administration shall be considered. A quorum shall consist of the members present.
• All church administration meetings shall be opened and closed with prayer for divine guidance and blessing.
• The moderator, who shall be designated by and a member of the Board of Elders, shall determine the rules of procedure according to his sense of fairness and common sense, giving all members a reasonable opportunity to be heard on a matter. The moderator is the final authority on questions of procedure, and his decision is final and controlling. The following order shall be observed at the regular church administration meetings:
• Open with prayer
• Ministry reports
• Financial reports
• Appointment and Installation of new elders (if applicable)
• Appointment and Installation of new officers (if applicable)
• New business
• Close with prayer
• For any meeting under this article, the moderator, in his sole discretion, shall have full and unilateral authority to require nonmembers to leave the meeting room and to order the immediate removal of any member or other person present who is deemed by the moderator to be disruptive to the proceedings by act or presence. The moderator shall have full authority to order the removal of all children (ages to be determined by the moderator) if the moderator determines, in his sole discretion, that circumstances so warrant. If the moderator determines that compliance with his order of removal is unsatisfactory, the moderator may, in his sole discretion, revoke the disruptive person’s right to remain on the premises.
• Other meetings can be called throughout the year for updates to the congregation as necessary.
ARTICLE 8 – OFFICERS
SECTION 8.01 – OFFICER POSITIONS
The officers of the Church shall be the President, Vice President, Secretary, Treasurer, and any other officers chosen at the discretion of the Elder Board. The Senior Pastor shall serve as the President and Chief Executive Officer of the Church. The Elder Board may create additional officer positions, define the authority and duties of each such position, and appoint persons to fill the positions. The officers shall (a) be faithful in all public services of the Church; (b) adhere to and express agreement with the Statement of What We Believe in Article 2; (c) be loyal to the approved programs of the Church; (d) be separate from worldliness; and (e) be a congregational member of and tithe from their income through the Church. While Officers have powers as stated herein, they operate under the direction and authority of the Elder Board.
SECTION 8.02 – SENIOR PASTOR – PRESIDENT
The Senior Pastor shall be the President of the Church and shall be in charge of all the ministries of the Church. The Senior Pastor shall supervise and control all of the business and day-to-day affairs of the Church. The Senior Pastor shall be responsible for hiring a staff of his choice and shall supervise directly or by delegation all staff members so hired. The Senior Pastor shall be vested with the authority, subject to any rights under any contract of employment, to terminate any staff member’s employment with or without cause.
The Senior Pastor of the Church is responsible for leading the Church in accordance with Biblical principles as set forth in the New Testament. As such, the Senior Pastor shall be the leader of the Church congregation, the Church staff, all Church organizations, all Church ministries, the Board of Elders, and all Church Advisory Committees, to accomplish the New Testament purposes of the Church. The Senior Pastor is expressly authorized to do all things necessary and proper to fulfill the above-described leadership position and to fulfill all duties incident to the office of President.
SECTION 8.03 – VICE PRESIDENT
The Elder Board shall appoint the Vice President of the Church. When the President is absent, is unable to act, or refuses to act in his role, the Vice President shall perform the duties of the President. When the Vice President acts in place of the President, at the direction and under the authority of the Elder Board, the Vice President shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform other duties as assigned by the President or Board of Elders. Except as expressly authorized by the Board of Elders, the Vice President shall have no authority to sign for or otherwise bind the Church.
SECTION 8.04 – TREASURER
The Senior Pastor shall appoint the Treasurer of the Church, who should be a member of the Elder Board. For clarity, the Treasurer is not necessarily responsible for the day-to-today tasks required to manage the church finances, but is ultimately responsible for oversight and management of anyone that carries out these duties. The Treasurer of the Church shall:
• Have charge and oversight of, and be ultimately responsible for all funds and securities of the Church
• Ensure that all receipts for moneys due and payable to the Church from any source are being fully and accurately being documented
• Confirm that all moneys are appropriately deposited in the name of the Church in banks, trust companies, or other depositories as provided in the Bylaws or as directed by the Board of Elders
• Oversee the writing of checks and disbursement of funds to discharge obligations of the Church
• Validate that the financial books and records of the Church are being maintained accurately and in accordance with all laws and best practices
• Prepare financial reports and present to the Elder Board at least quarterly
SECTION 8.05 – SECRETARY
The Senior Pastor shall appoint the Secretary of the Church, who will operate under the direction and authority of the Elder Board and should be a member of the Elder Board. The Secretary of the Church shall:
• Give all notices as provided in the Bylaws or as required by law
• Take minutes of the meetings of the Board of Elders and keep the minutes as part of the corporate records
• Maintain custody of the corporate records and of the seal of the Church (if applicable)
• Keep a register of the mailing address and email address of each Elder, officer, and employee of the Church
• Perform duties as assigned by the Senior Pastor or by the Board of Elders
• Perform all duties incident to the office of secretary
SECTION 8.06 – REMOVAL OF SENIOR PASTOR – PRESIDENT
Subject to the rights, if any, under any contract of employment with the Church, the Senior Pastor shall only be removed, by the unanimous vote of all of the Elders at any general or special Meeting. The Senior Pastor shall only be removed from office, subject to the terms of any employment agreement, for any of the following reasons: (a) falling into sinful and worldly practices without repentance; (b) engaging in conduct that could hinder the influence of the Church in its community; (c) teaching doctrines inconsistent with The Holy Bible (d) neglect of duties; (e) resignation; or (f) death or disability.
SECTION 8.07 – REMOVAL OF OTHER OFFICERS
All other Church officers may be removed, with or without cause, by a majority vote of the members of the Board of Elders.
Any Officer may resign at any time by giving written notice to the Church. Any such resignation shall take effect on the date of the receipt of such notice, or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 8.09 – OFFICER VACANCIES
A vacancy in any office shall be filled only in the manner prescribed in these Bylaws for regular appointment or election to that office. The process for selecting a new Senior Pastor will be described in Section 8.10.
SECTION 8.10 – PROCESS FOR SELECTION A NEW SENIOR PASTOR
Regardless of whether the former Senior Pastor is participating in the process, a Pastoral Selection Team will be designated by the Elder Board. The duty of the Pastoral Selection Team is to provide an interim pastor or guest speakers to conduct Church services. The team is to recommend a new senior pastor as soon as an acceptable candidate is available. That person must be a licensed or ordained minister of the gospel. The Elder Board will have final authority in approving or rejecting the recommended candidate.
During the selection process, members of the church staff are to continue in their positions. Should staff or financial problems arise, the Vice President has authority to alter the roles of staff members, including dismissal if necessary in the judgement of the Vice President. When the new senior pastor is in place, he has full authority to select his own staff, replacing existing staff members, if he should choose, in accordance with any existing employment contracts or agreements.
ARTICLE 10 – COMMITTEES AND ADVISORY TEAMS
SECTION 10.01 – ESTABLISHMENT
The Board of Elders may, at its discretion, adopt a resolution establishing one or more Committees or Advisory Teams. Any and all Advisory Teams shall conform to rules established by the Board of Elders.
SECTION 10.02 – DELEGATION OF AUTHORITY
Each Committee shall consist of two or more persons. If the Board of Elders establishes or delegates any of its authority to a Committee, it shall not relieve the Board of Elders, or Elder, of any responsibility imposed by these Bylaws or otherwise imposed by law. The Board of Elders shall define by resolution the activities and scope of authority and the qualifications, in addition to those set forth herein, for membership on all Committees.
No Committee shall have the authority to: (a) amend the Articles of Incorporation; (b) adopt a plan of merger or a plan of consolidation with another Church; (c) authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Church; (d) authorize the voluntary dissolution of the Church; (e) revoke proceedings for the voluntary dissolution of the Church; (f) adopt a plan for the distribution of the assets of the Church; (g) amend, alter, or repeal the Bylaws; (h) elect, appoint, or remove a member of a Committee or an Elder or officer of the Church; (i) approve any transaction to which the Church is a party and that involves a potential conflict of interest as defined in Section 11 below; or (j) take any action outside the scope of authority delegated to it by the Board of Elders or in contravention of the Act.
The Board of Elders may designate various Advisory Teams not having or exercising the authority of the Board of Elders. Such Advisory Teams shall only function in an advisory capacity to the Board of Elders. The Board of Elders shall have the power to appoint and remove members of all Advisory Teams. The Senior Pastor shall serve as an ex officio member of all
Advisory Teams. The Board of Elders shall define, by resolution, the scope of activities and
the qualifications for membership on all Advisory Teams.
SECTION 10.03 – TERM OF OFFICE
Each member of a Committee or Advisory Team shall serve until the next annual meeting of the Board of Elders, or until a successor is appointed. However, the term of any Committee or Advisory Team member may terminate earlier if the Committee or Advisory Team is terminated by the Board of Elders, or if the member becomes incapacitated or dies, ceases to qualify, resigns, or is removed as a member of the Church. A vacancy on a Committee or Advisory Team may be filled by an appointment made in the same manner as an original appointment. A person appointed to fill a vacancy on a Committee or Advisory Team shall serve for the unexpired portion of the terminated Committee member’s term.
SECTION 10.04 – CHAIR AND VICE CHAIR
Unless otherwise expressly stated herein, one member of each Committee or Advisory Team shall be designated as the chair, and another member shall be designated as the vice chair. The chair and vice chair of each Committee and Advisory Team shall be appointed by the Senior Pastor with consultation from the outgoing chairman. The chair shall call and preside at all meetings. When the chair is absent, is unable to act, or refuses to act, the vice chair shall perform the duties of the chair. When a vice chair acts in place of the chair, the vice chair shall have all the powers of and be subject to all the restrictions upon the chair.
SECTION 10.05 – QUORUM
One half the number of members of a Committee or Advisory Team shall constitute a quorum for the transaction of business at any meeting. The members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of members required to constitute a quorum. If a quorum is present at no time during a meeting, the chair may adjourn and reconvene the meeting at a later time without further notice.
SECTION 10.06 – ACTIONS
Committees and Advisory Teams shall try to take action by consensus. However, the vote of a majority of members present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Committee or Advisory Team unless the act of a greater number is required by law or these Bylaws. A member who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the act of the Committee or Advisory Team.
ARTICLE 11 – TRANSACTIONS OF THE CHURCH
SECTION 11.01 – CONTRACTS AND LEGAL INSTRUMENTS
Subject to Article 11 below, the Board of Elders may authorize an individual officer or agent of the Church to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Church. This authority may be limited to a specific contract or instrument, or it may extend to any number and type of possible contracts and instruments.
SECTION 11.02 – DEPOSITS
All funds of the Church shall be deposited to the credit of the Church in banks, trust companies, or other depositories that the Board of Elders selects.
SECTION 11.03 – GIFTS
The Board of Elders may accept on behalf of the Church any contribution, gift, bequest, or devise for the general purposes or any special purpose of the Church including, but not limited to, gifts of money, annuity arrangements, securities, and other tangible and intangible personal property, real property, and interest therein. The Board of Elders may make gifts and give charitable contributions that are not prohibited by these Bylaws, the Articles of Incorporation, state law, or any requirements for maintaining the Church’s federal and state tax status.
SECTION 11.04 – OWNERSHIP AND DISTRIBUTION OF PROPERTY
• The Church shall hold, own, and enjoy its own personal and real property, without any right of reversion to another entity, except as provided in these Bylaws.
• “Dissolution” means the complete disbanding of the Church so that it no longer functions as a congregation or as a corporate entity. Upon the dissolution of the Church, its property shall be applied and distributed as follows: (1) all liabilities and obligations of the Church shall be paid and discharged, or adequate provision shall be made therefore; (2) assets held by the Church upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; (3) assets received and not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), and are engaged in activities substantially similar to those of the Church; this distribution shall be done pursuant to a written plan adopted by the Board of Elders; and (4) any assets not otherwise disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Church is then located, for such purposes and to such organizations as said court shall determine, provided such organizations are in agreement with the Church’s Statement of Faith and basic form of Government.
• No member, attender, elder, pastor or employee can personally benefit from the sale or proceeds of any church property.
SECTION 11.05 – APPROVAL OF PURCHASES
A purchase of an asset in excess of $5,000.00 shall be subject to the approval of the Board of Elders. This limitation is not for operating expenses, it is for items outside the normal operating budget. The intent and purpose is that there be a spending cap on an item while balancing the requirement of seeking the Board of Elder approval for every asset purchase outside of the normal operating budget.
SECTION 11.06 – WHISTLEBLOWER
The Board of Elders allows and encourages any person having cause to believe that the Church is involved in any activity or transaction that is in violation of the law to report that belief to the Board of Elders or its designated representative and to have all such reports thoroughly investigated and the results reported to the Board of Elders. The reporting person shall not be subject to retaliation for making a good faith report. The Board of Elders shall take any remedial or other corrective action that is appropriate for any reported violation that is found to be valid or accurate.
SECTION 11.07 – INDEMNIFICATION
To the full extent permitted by the Act, as amended from time to time, the Church shall indemnify any Elder, Pastor, Officer, committee member, employee, or agent of the Church who was, is, or may be named a defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Church. Reasonable expenses may be advanced by the Church in defending such actions.
SECTION 11.08 – DETERMINATION OF RIGHT
A determination of the right to indemnification under the Act shall be made by legal counsel selected by the majority vote of the Board of Elders.
SECTION 11.09 – INSURANCE
The church may purchase and maintain insurance on behalf of any person who is or was a pastor, elder, officer, employee, or agent of the church against any liability asserted against him and incurred by him in that capacity, or arising out of his status in that capacity, whether or not the church would have the power to indemnify him against liability under the provisions of this Article.
ARTICLE 12 – CONFLICT OF INTEREST
SECTION 12.01 – PURPOSE
The purpose of the conflict of interest policy is to protect the Church’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Elder or Officer of the Church, or might result in a possible excess benefit transaction. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.
SECTION 12.02 – DEFINITIONS
• Interested Person. Any Elder, principal officer, or member of a committee with powers delegated by the Board of Elders, who has a direct or indirect financial interest, as defined below, is an interested person.
• Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
• An ownership or investment interest in any entity with which the Church has a transaction or arrangement;
• A compensation* arrangement with the Church or with any entity or individual with which the Church has a transaction or arrangement; or
• A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Church is negotiating a transaction or arrangement.
*Compensation includes direct or indirect remuneration, as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest.
SECTION 12.03 – PROCEDURES
• Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given opportunity to disclose all material facts to the Board of Elders.
• Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the Board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.
• Procedures for Addressing the Conflict of Interest.
• An interested person may make a presentation at the Board meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
• The chairman of the Board of Elders may, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
• After exercising due diligence, the Board of Elders shall determine whether the Church can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
• If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Elders shall determine by a majority vote of the disinterested Elders whether the transaction or arrangement is in the Church’s best interests, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision whether to enter into the transaction or arrangement.
• Violations of the Conflicts of Interest Policy.
• If the Board of Elders has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
• If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board of Elders determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
SECTION 12.04 – RECORDS OF PROCEEDINGS
The minutes of the Board of Elders shall contain:
• The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Elder’s decision as to whether a conflict of interest in fact existed.
• The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
SECTION 12.05 – COMPENSATION
• A voting member of the Board of Elders who receives compensation, directly or indirectly, from the Church for services is precluded from voting on matters pertaining to that member’s compensation.
• A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Church for services is precluded from voting on matters pertaining to that member’s compensation.
• No voting member of the Board of Elders or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Church, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
ARTICLE 13 – BOOKS AND RECORDS
SECTION 13.01 – REQUIRED BOOKS AND RECORDS
The Church shall keep correct and complete books and records of account.
SECTION 13.02 – FISCAL YEAR
The fiscal year of the Church shall begin on the first day of January and end on the last day in December in each year.
SECTION 13.03 – FINANCIAL STATEMENTS
The Church will have each annual financial statement of the Church reviewed by a certified public accounting firm selected by the Board of Elders.
ARTICLE 14 – MISCELLANEOUS PROVISIONS
SECTION 14.01 – BIBLE REFERENCE
The Holy Bible referred to in these Bylaws is the New International Version, 1984 of the Old and New Testament of the Christian Faith, or any later translation which may be adopted or used by the Board from time to time.
SECTION 14.02 – AMENDMENTS TO BYLAWS
These Bylaws may only be altered, amended, or repealed, and new bylaws may only be adopted by a majority vote of the Board of Elders.
SECTION 14.03 – CONSTRUCTION OF BYLAWS
These Bylaws shall be construed in accordance with the laws of the State of Florida. All references in the Bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time. If any Bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the Bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the Bylaws. The headings used in the Bylaws are used for convenience and shall not be considered in construing the terms of the Bylaws. Wherever the context requires, all words in the Bylaws in the male, female or neuter genders shall be deemed to include the other genders, all singular words shall include the plural, and all plural words shall include the singular.
SECTION 14.05 – POWER OF ATTORNEY
A person may execute any instrument related to the Church by means of a power of attorney if an original executed copy of the power of attorney is provided to the Secretary of the Church to be kept with the Church records.
SECTION 14.06 – PARTIES BOUND
The Bylaws shall be binding upon and inure to the benefit of the congregational members, Elders, Officers, employees, and agents of the Church and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the Bylaws.
ARTICLE 15 – EMERGENCY POWERS AND BYLAWS
An “emergency” exists for the purposes of this section if a quorum of the Board of Elders cannot readily be obtained because of some catastrophic event. In the event of an emergency, the Board of Elders may:
• Modify lines of succession to accommodate the incapacity of any Board of Elders member, officer, employee or agent
• Relocate the principal office, designate alternative principal offices or regional office, or authorize officers to do so
During an emergency, notice of a meeting of the Board of Elders only needs to be given to those Board of Elders members for whom such notice is practicable. The form of such notice may also include notice by publication or radio. One or more officers of the Church present at a meeting of the Board of Elders may be deemed Board of Elders members for the meeting, as necessary to achieve a quorum. Corporate action taken in good faith during an emergency binds the Church and may not be the basis for imposing liability on any Board of Elders Member, officer, employee or agent of the Church on the ground that the action was not authorized. The Board of Elders may also adopt emergency bylaws, subject to amendments or repeal by the full Board of Elders, which may include provisions necessary for managing the Church during an emergency including;
• Procedures for calling a meeting of the Board of Elders
• Quorum requirements for the meeting
• Designation of additional or substitute Board of Elder members.
The emergency bylaws shall remain in effect during the emergency and not after the emergency ends.
ARTICLE 16 – MARRIAGE POLICY
We believe that because God our Creator established marriage as a sacred institution between one man and one woman, an immutable precept that marriage is a covenant only between one man and one woman has been the traditional and Biblical definition of marriage for all of human history (“Traditional and Biblical Definition of Marriage”). Because of the longstanding importance of the Traditional and Biblical Definition of Marriage to humans and their relationships and communities, and, most importantly, the fact that God has ordained that marriage be between one man and one woman, as clearly conveyed in God’s inerrant Scriptures, including for example in Matthew 19:4-6 where in speaking about marriage Jesus referred to the fact that “he which made them at the beginning made them male and female,” the Church, through its Senior Pastor and Board of Elders, considers the Traditional and Biblical Definition of Marriage to be a central tenet of the Christian Church and hereby creates this policy, which shall be known as the “Marriage Policy.” In accordance with this Church’s Marriage Policy, the Traditional and Biblical Definition of Marriage is the only definition of marriage that will be recognized or accepted. No elder, pastor, director, officer, employee, servant, agent, or any person, corporation, organization, or entity under the direction or control of this Church shall commit any act or omission, or make any decision whatever, that would be inconsistent with, or that could be perceived by any person to be inconsistent with, full support of this Church’s Marriage Policy and strict adherence to the Traditional and Biblical Definition of Marriage rather than any alternative to the Traditional and Biblical Definition of Marriage. This Church’s Marriage Policy specifically prohibits acts or omissions including but not limited to permitting any Church assets or property, whether real property, personal property, intangible property, or any property or asset of any kind that is subject to the direction or control of the Church, to be used in any manner that would be or could be perceived by any person to be inconsistent with this Church’s Marriage Policy or the Traditional and Biblical Definition of Marriage, including but not limited to permitting any church facilities to be used by any person, organization, corporation, or group that would or might use such facilities to convey, intentionally or by implication, what might be perceived as a favorable impression about any definition of marriage other than the Traditional and Biblical Definition of Marriage. We believe this Church’s Marriage Policy is based upon God’s will for human life as conveyed to us through the Holy Scriptures, upon which this Church has been founded and anchored, and this Marriage Policy shall not be subject to change through popular vote; referendum; prevailing opinion of members or the general public; influence of or interpretation by any government authority, agency, or official action; or legal developments on the local, state, or federal level.
CERTIFICATE OF ADOPTION
I certify that I am the duly elected and acting Secretary of the Church and that the foregoing Bylaws constitute the Bylaws of the Church. These Bylaws were duly adopted by the Board of Elders of the Church.
Date Vice President