AMENDED BYLAWS

OF

BLOOM CHURCH

 

These Amended Bylaws (hereinafter referred to as “these Bylaws”) govern the affairs of Bloom Church, an Missouri religious nonprofit corporation (the “Church” or “Corporation”). The Church is organized under the Missouri Nonprofit Corporation Law, as amended (hereinafter referred to as the “Law”) and recognized under federal law as having church status. These Bylaws amend the previous Amended and Restated Bylaws of the Church.

 

 

ARTICLE 1

NAME AND PRINCIPAL OFFICE

 

The name of this religious nonprofit organization is Bloom Church. The principal office of the Church in the State of Missouri shall be located at 2353 State Highway 248, Branson, Taney County, Missouri 65616. The Board of Directors of the Church, hereinafter referred to as the “Trustees,” shall have full power and authority to change any office from one location to another, either in Branson, Missouri or elsewhere. The Church shall comply with the requirements of the Law and maintain a registered office and registered agent in Missouri. The registered office may be, but need not be, identical to the Church’s principal office in Missouri. The Trustees may change the registered office and the registered agent as provided in the Law.

 

 

ARTICLE 2

STATEMENT OF FAITH

 

This Church accepts the Bible as the revealed will of God, the all-sufficient rule of faith and practice, and for the purpose of maintaining general unity of statements of faith.

 

2.02 The Scriptures Inspired. The Scriptures both Old and New Testament are the inspired, infallible revelation of God to man and the authority of faith and conduct.

 

2.03 The One True God. The one true God has revealed Himself as the “I AM,” the Creator, and Redeemer of mankind.

 

2.04 The Deity of Jesus. The Lord Jesus Christ is the eternal Son of God. The Scriptures declare His virgin birth, sinless life, miracles, death and resurrection, and ascension to the right hand of God.

 

2.05 The Salvation of Man. Man’s only hope is through the shed blood of Jesus Christ. Salvation is by faith through grace and demonstrated in repentance.

 

2.06 Ordinances of the Church.

(a) Water Baptism. In the name of the Father, Son, and Holy Ghost and by full immersion.

 

(b) Holy Communion. The Lord’s Supper consisting of the Body and Blood represented in the fruit of the vine and bread.

 

2.07 The Baptism of the Holy Spirit. According to Acts 1:8 and Acts 2:4 with one of the signs being speaking in other tongues along with other gifts.

 

2.08 Sanctification. The act of separation from that which is evil, and dedication unto God.

 

2.09 The Church and Its Mission. The church is the representative of Jesus on earth and is to carry out the Great Commission.

 

2.10 The Ministry. A divinely called and scripturally ordained minister has been provided by God to lead the church in evangelization, worship, building the body, and general leadership of the church.

 

2.11 Divine Healing. Is provided for today by the Scriptures and included in the atonement for our sins.

 

2.12 The Blessed Hope. The resurrection of the just is the blessed hope of the body of Christ.

 

2.13 The Millennial Reign. The second coming of Christ includes the rapture and a return to earth by Christ with His saints for a thousand year reign.

 

2.14 The Final Judgment. There will be a final judgment at which all men will be judged.

 

2.15 The New Heaven and Earth. All of God’s children will reign forever in a new heaven and a new earth.

 

2.16 Statement of Marriage. We believe marriage is defined in the Bible as a covenant, a sacred bond between one man and one woman instituted by and publicly entered into before God (“Biblical Definition of Marriage”). Because of the longstanding importance of the 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 hereby creates this policy, which shall be known as the “Marriage Policy.”

 

Under this Church’s Marriage Policy, the Biblical Definition of Marriage is the only definition of marriage that will be recognized or accepted. No elder, 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 Biblical Definition of Marriage rather than any alternative to the 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 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 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.

ARTICLE 3

GENERAL PROVISIONS

 

3.01 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 of like precious faith.

 

3.02 Purposes.

The Church is formed for any lawful purpose or purposes not expressly prohibited under the Law. 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:

 

  • Minister the Word of God;
  • Conduct regular religious worship services through various forms of ministries;
  • Promote and encourage, through ministries of the Church, cooperation with other organizations ministering within the community;
  • Spread the Word of the Gospel by ministering to all through seminars, radio, television, and other forms of mass media;
  • Conduct a local and international Church by the direction of the Lord Jesus Christ and under the leadership of the Holy Spirit in accordance with all the provisions as set forth in the Bible;
  • Maintain local Church and missionary facilities to propagate the gospel of Jesus Christ both at home and in foreign lands and to support and send missionaries throughout the world;
  • Conduct a school for ministers and leaders;
  • License and ordain qualified individuals including graduates of ministerial schools;
  • To collect and disburse any and all necessary funds for the maintenance of the Church and the accomplishment its purpose within the State of Missouri and elsewhere around the world; and
  • To make distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended.

 

The Church is also organized to promote, encourage, and foster any other similar religious, charitable and educational activities; to accept, hold, invest, reinvest and administer any gifts, legacies, bequests, devises, funds, and property of any sort or nature, and to use, expend, or donate the income or principal thereof for, and to devote the same to, the foregoing purposes of the Church; and to do any and all lawful acts and things which may be necessary, useful, suitable, or proper for the furtherance of accomplishment of the purposes of this Church. Provided, however, no act may be performed which would violate Section 501(c)(3) of the Internal Revenue Code of 1986, as it now exists or as it may hereafter be amended.

 

3.03 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 Law, 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:

 

(a) 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, trustees, officers or other private persons, except that the Church shall be authorized and empowered to make payments and distributions (including reasonable compensation for services rendered to or for the Church) in furtherance of its purposes as set forth in the Articles of Incorporation and these Bylaws. No substantial part of the activities of the Church shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Church shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of the Articles of Incorporation or these Bylaws, the Church shall not carry on any other activities not permitted to be carried on by (i) a Corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws, or (ii) a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws.

 

(b) In the event this Church is in any one year a “private foundation” as defined by Section 509(a) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws, it shall be required to distribute its income for such taxable year at such time and in such manner as not to subject the foundation to taxation under Section 4942 of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws; and further shall be prohibited from: (i) any act of “self-dealing” as defined in Section 4941(d) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws; (ii) retaining any “excess business holdings” as defined by Section 4943(c) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws; (iii) making any investments in such manner as to subject the foundation to taxation under Section 4944 of the Internal Revenue Code of 1986, as amended, or corresponding provisions any subsequent federal tax laws; or (iv) making a taxable expenditures as defined in Section 4945(d) of the internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws.

 

(c) The Church shall not accept any gift or grant if the gift or grant contains major conditions that 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 4

GOVERNING BODY

 

The Church is operated as a Corporation in accordance with the Missouri Nonprofit Corporation Law and, subject to the Law, its Articles of Incorporation and these Bylaws. The Church is governed by its Board of Directors (hereinafter referred to as the “Trustees”).

 

ARTICLE 5

CHURCH MEMBERSHIP

 

The Church’s membership is open to all who profess their faith openly in our Lord Jesus Christ. There shall be one class of membership (hereinafter the “Members”) and the Members shall all be people who faithfully contribute, through tithes and offerings, to the finances of the Church. Membership is granted and recognized once a person has attended the membership class and demonstrated regular financial giving through tithes and offerings to the Church. Should one (1) year pass without a record of financial contributions, membership shall be terminated by the Trustees. The Trustees may, from time to time, adopt and amend the application procedures and qualifications for membership in the Church.

 

As set forth in Article 4, the corporate governance of the Church is solely vested in the Trustees. As set forth in Article 7, plenary power to oversee the spiritual affairs and the day-to-day operations of the Church is vested with the Lead Pastor. As such, Members are not entitled to cast a vote in person, by proxy or otherwise that is binding upon the Church.

 

The Lead Pastor shall have the sole and exclusive authority to seek the membership’s approval or disapproval of an action that Members would not otherwise not be entitled to vote (hereinafter a “vote of affirmation”) upon. Should the Lead Pastor seek a vote of affirmation, the outcome of such vote carries no legal weight, is not binding on the Corporation and is only intended to gauge the opinion of or seek moral support from the membership.

 

ARTICLE 6

CHURCH GOVERNMENT

 

The Church seeks to be led by the Holy Spirit in all things. The Lead Pastor, the Trustees, the Officers, the Overseers, the Lead Pastor Leadership Team and the Membership all have a certain role in the Church’s government.

 

(a) Role of the Lead Pastor: The Lead Pastor has executive and supervisory control over and is ultimately responsible for both the spiritual and the corporate health of the Church, including communicating the ministry vision for and overseeing the day-to-day operations of the Church (as described in Article 7.)

 

(b) Role of the Trustees (Non-Staff Elders): The Trustees shall have the duties and responsibilities generally associated with and exercised by a corporate board and are to serve the Church by assuring compliance with the Church’s management policies and procedures, by approving the annual budget and other major financial commitments of the Church (as described in Articles 4 and 8).

 

(c) Role of the Officers: The Officers are to serve the Church in accordance with those certain roles and responsibilities as may be determined from time to time by the Lead Pastor, the Trustees, or by such persons designated by the Trustees or Lead Pastor (as described in Article 9).

 

(d) Role of the Overseers (Apostolic Elders): The Overseers shall provide apostolic oversight to the Lead Pastor and are charged with protecting the Church through counsel, prayer, and if required, the discipline of the Lead Pastor (as described in Article 10).

 

(e) Role of the Lead Pastor Leadership Team (Staff Elders). The Lead Pastor Leadership Team serves in both a spiritual leadership capacity and in a staff leadership capacity, as the protectors and encouragers of a positive spiritual climate within the Church and as seasoned and experienced members of the pastoral team who work alongside the Lead Pastor in carrying out his directives (as described in Article 11).

 

(f) Role of the Members: The Members of the Church support the Lead Pastor in fulfilling his calling; influence the spiritual tone, strength and the direction of the body of believers (as described in Article 5).

 

 

ARTICLE 7

THE LEAD PASTOR:

PRESIDENT AND CHIEF EXECUTIVE OFFICER

 

7.01 The Office of the Lead Pastor: Dual and Concurrent Responsibilities.

The Church finds its headship under the Lord Jesus Christ and in its Lead Pastor. The Lead Pastor shall have plenary authority over and shall be responsible for directing all of the ministries and spiritual activities of the Church. Concurrently, the Lead Pastor shall serve as the President and Chief Executive Officer of the Corporation and shall have plenary authority over and shall be responsible for directing all of the day-to-day business activities and operations of the Church.

Because the Church has two simultaneous and complimentary expressions: (1) the spiritual life of a body of believers (the Church); and (2) the corporate entity that houses the Church’s functions and activities (the Corporation), it is the Lead Pastor that bridges the gap between these dual and concurrent expressions. The Lead Pastor, is primarily responsible for the spiritual life of the Church, and at the same time, he must be in the position to insure the Church’s corporate health and that its resources are directed toward the ministries he deems fit and in furtherance of the Church’s best interests.

 

7.02 Duties and Responsibilities.

The Lead Pastor is responsible to lead the Church in accordance with Biblical principles to accomplish the New Testament purposes of the Church and his duties require that he:

 

(a) Provide Biblical vision and direction for the congregation;

(b) Serve as the leader of the Church body of believers, the Church staff, all church organizations, all Church ministries, the Trustees, and all Church Advisory Committees, with the exception of the Independent Compensation Committee, to accomplish the New Testament purposes of the Church;

(c) Define and communicate the Church’s purpose;

(d) Administer and coordinate the day-to-day ministry to the congregation and administration and operations of the Church;

(e) Nominate and remove Overseers;

(f) Appoint, direct, oversee and remove Lead Pastor Leadership Team Members;

(g) Recognize and enlist apostolic, prophetic, evangelistic, pastoral and teaching ministries, along with that of Lead Pastor Leadership Team Members and additional staff members as he deems Biblical and necessary for the healthy and balanced spiritual ministry of the body of believers;

(h) Select individuals who will help to assist in the business operations of the Corporation;

(i) Hire, direct, oversee, and terminate Church staff as he deems necessary to help administrate the affairs of the Church;

(j) Endeavor to ensure that all official and duly authorized directives and corporate resolutions of the Trustees are properly carried out; and

(k) 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 and Chief Executive Officer of a corporation.

 

7.03 Lead Pastor’s Spiritual Leadership.

In his role as Lead Pastor, he may work with the Trustees, the Lead Pastor Leadership Team Members, the Overseers or anyone else serving in any five-fold ministry offices (as outlined in Ephesians 4:11-13) in any way that he determines is Biblical and consistent with these Bylaws, the Articles of Incorporation and the Law. In addition, the Lead Pastor shall budget monies, hire staff, develop projects or ministry, and create small groups or other specialized ministries according to his convictions and Biblical understanding. He shall have the authority to appoint and approve anyone that can assist in what he deems necessary to properly carry on the work of the Church.

 

7.04 Lead Pastor’s Responsibility for Worship Services.

The scheduling of worship times, the ordering of worship services, and the leadership of worship services, as well as all other uses of Church owned facilities are to be determined by the Lead Pastor, or his designee. No person shall be invited to speak, teach or minister at a service held in Church-owned facilities, or in the name of the Church, without the specific approval of the Lead Pastor, or his designee.

 

7.05 Lead Pastor’s Role with Trustees.

The Lead Pastor shall serve as the Chairman of the Trustees. He shall call the meetings and determine the agenda for all Trustee meetings in consultation with the Trustees. The Lead Pastor has the right to cast a vote in Trustee meetings as the tie breaker. Except in relation to the Lead Pastor’s salary.

 

The Lead Pastor shall have the exclusive right to make nominations of candidates from the Membership to serve as a Trustee and present his nominee to the Trustees (as described in Article 8.02).

 

7.06 Lead Pastor’s Role in Administration.

The Lead Pastor, as the President and Chief Executive Officer of the Corporation, or his designee, shall have plenary authority over and shall be responsible for directing all of the day-to-day business activities and operations of the Church.

 

The Lead Pastor shall be responsible for hiring, directing, disciplining, and dismissing staff members. The Lead Pastor shall, in accordance with IRS guidelines for nonprofit organizations, determine and establish salaries and pay scales for all salaried employees (excluding his salary and those of his family members). The Lead Pastor’s final determination of salaries and pay scales shall be reviewed and approved annually by the Independent Compensation Committee (as described in Article 8).

 

7.07 Church Discipline regarding the Lead Pastor.

(a) Criteria for Discipline of Lead Pastor. Should, in the opinion of two (2) or more Trustees or two (2) or more members of the Lead Pastor Leadership Team, the Lead Pastor engage in immoral conduct, improper financial practices, or espouse theological views or beliefs (hereinafter referred to as “pastoral misconduct“) that may require discipline, then such Trustees or Lead Pastor Leadership Team Members shall contact the Lead Pastor and then, if necessary, the Overseers and request that the Overseer’s undertake an investigation of all alleged incidents of pastoral misconduct and the evaluation of appropriate discipline, if warranted.

 

(b) Process for Investigation and Disciplinary Action. Should the Overseers be called upon to investigate pastoral misconduct, an affirmative vote of a majority of the total number of Overseers is required to initiate an investigation. Following the conclusion of the Overseer’s investigation and the making of findings, an affirmative vote of a majority of the total number of Overseers is required to take disciplinary action against the Lead Pastor. Following such majority vote, the Overseers shall assume complete authority over the Lead Pastor’s on-going and future ministerial activities; the Overseers may undertake to discipline Lead Pastor in any way deemed necessary; the Overseer’s may vote to remove the Lead Pastor from his position of leadership or to terminate the Lead Pastor’s employment with the Church. Otherwise, the Overseers shall have no authority in the normal life of the Church and then only as set forth in these Bylaws.

 

7.08 Installation of New Lead Pastor.

(a) The Confirmation Committee. The Confirmation Committee shall have a role with regard to the confirmation of a new Lead Pastor as set forth below in 7.08 (b) and (c) and as described in Article 9.04.

 

(b) Vacancy while the Lead Pastor is in Good Standing. The Lead Pastor is in “Good Standing” if: (1) he is not under investigation by the Overseers or (2) he is not under discipline by the Overseers.

If a vacancy in the position of Lead Pastor occurs due to death, disability, resignation or other absence while the Lead Pastor is in Good Standing (as defined herein), then the outgoing Lead Pastor shall nominate a candidate to serve as the new Lead Pastor by way of a signed writing (or in a previously signed writing in the event of death) submitted to the Confirmation Committee for its review and consideration. The Confirmation Committee shall then submit the outgoing Lead Pastor’s nominee for a vote by the Confirmation Committee. An affirmative vote of two-thirds of the representatives then serving on the Confirmation Committee shall be required to confirm the selection of a new Lead Pastor of the Church. In the event that the Confirmation Committee does not confirm such nominee, the process shall be repeated until a nominee is confirmed as the new Lead Pastor. If the outgoing Lead Pastor is unable or unwilling to nominate a candidate for the position of new Lead Pastor, then the Overseers shall nominate a candidate under the same process described herein.

 

(c) Vacancy while the Lead Pastor is Not in Good Standing. The Lead Pastor is “Not in Good Standing” if: (1) he is under investigation by the Overseers or (2) he is undergoing discipline by the Overseers.

If a vacancy in the position of Lead Pastor occurs due to death, disability, resignation or other absence while the Lead Pastor is in Not in Good Standing (as defined herein), then the Overseers shall nominate a candidate for the position of new Lead Pastor by an affirmative vote of one less than the total number of Overseers. The Overseer’s shall submit to the Confirmation Committee its nominee for new Lead Pastor by way of a writing signed by the required number of Overseers. An affirmative vote of two-thirds of the representatives serving on the Confirmation Committee shall act to confirm the new Lead Pastor of the Church. In the event that the Confirmation Committee does not confirm such nominee the process described herein shall be repeated until a nominee is confirmed as the new Lead Pastor.

 

(d) Appointment of Interim Lead Pastor. If a vacancy in the position of Lead Pastor occurs due to death, disability, resignation or other absence while the Lead Pastor is Not in Good Standing (as defined herein), then the Overseers may appoint, by a vote of one less than the total number of Overseers then serving, an acting Interim Lead Pastor who shall serve until such time as a new Lead Pastor is nominated and confirmed by way of the process set forth herein. The acting Interim Lead Pastor shall be eligible for nomination and confirmation as Lead Pastor as set forth herein. The Interim Lead Pastor shall not, during his service as Interim Lead Pastor, concurrently serve as an Officer, Trustee, or Overseer of the Church and shall not have any corporate rights, duties, or responsibilities to the Corporation.

 

ARTICLE 8

TRUSTEES

 

8.01 General Powers and Authority of the Trustees.

The term “Trustees” as used herein shall mean the Board of Directors as described in accordance with the Missouri Nonprofit Corporation Law. The Trustees shall have the duties and the responsibilities generally associated with and exercised by a corporate board and as such, are the only governing body within the Church. All corporate powers shall be exercised by or under the authority of the Trustees and in accordance with the Law and these Bylaws. Accordingly, the Trustees shall have the final authority solely over affairs pertaining to corporate matters of the Church.

The Trustees shall be responsible for the oversight of all of the Church’s financial resources, including the acquisition and disposition of Church property (both real and personal). Further, the Trustees shall have the power:

 

(a) To buy, sell, mortgage, pledge or encumber such real or personal property owned by the Church;

 

(b) To cause or permit the Church to merge or transfer some or all of its assets to another qualified organization;

 

(c) To cause or permit the Church to dissolve or otherwise liquidate its assets;

 

(d) To cause or permit the Church to engage in any transaction, contract, agreement, or arrangement that is unrelated to the purposes of the Church;

 

(e) To cause or permit the Church to enter into any financial commitment in excess of $80,000.00 in the aggregate; and

 

(f) To do all things necessary and proper to carry out the above-described general corporate powers and to fulfill all the duties incident to the role of Trustees of the Corporation.

 

8.02 Number, Qualifications, Appointment, Term, and Resignation or Removal of Trustees.

 

(a) Number. There shall be not less than four (4) and no more than nine (9) Trustees.

 

(b) Qualifications. Trustees shall not be employees of the Church, nor shall they be related by blood or marriage to any other Trustee.

 

(c) Election. The Lead Pastor shall have the exclusive right to nominate individuals whom he deems qualified to serves as a Trustee. A candidate for Trustee shall be elected by the affirmative vote of all remaining Trustees. The Lead Pastor’s nomination of a new Trustee shall not exceed the rate of one (1) new candidate every six (6) months, except as in the case of a vacancy or vacancies causing the total number of Trustees to be less than four (4).

 

In the event of a Trustee vacancy, whether due to resignation or removal, the Lead Pastor shall be given a reasonable amount of time to nominate an individual he deems qualified in accordance with these Bylaws to serve as a Trustee in accordance with these Bylaws.

 

(d) Term. The term of office for all Trustees other than Lead Pastor and Executive Pastor shall be a two year rotation. Trustees can apply to be reinstated after a one year hiatus.

 

(e) Resignation or Removal. Any Trustee 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 and, acceptance of such resignation shall not be necessary to make it effective.

 

The Lead Pastor may, upon written notice, remove Trustees with or with or without cause, but at a rate that does not exceed one (1) removal every nine (9) months. If a vacancy in the position of Lead Pastor occurs, for any reason, then the individual duly elected as the Corporation’s Secretary/Treasurer may nominate or remove Trustees, subject to the same limitations that would otherwise apply to nominations and dismissals of Trustees by the Lead Pastor. If a vacancy in both the Lead Pastor and the Secretary/Treasurer position occurs, then the Trustees shall nominate and elect new Trustees until one or more of the positions are filled.

 

8.03 Chairman of the Trustees.

The Lead Pastor shall serve and preside as the Chairman of the Trustees, shall call the Trustee meetings and shall determine the agenda for all meetings. If the Lead Pastor’s attendance is impossible, then the Church’s Secretary/Treasurer shall serve as Chairman. If neither the Lead Pastor nor the Secretary/Treasurer is able to attend the meeting, then the Trustees shall elect a Chairman and proceed in order, keeping minutes of their actions for the corporate record. Any resolutions passed during a Trustee meeting without the Lead Pastor or the Secretary/Treasurer present shall not take effect until the next properly called Trustee’s meeting when either the Lead Pastor or the Secretary/Treasurer is present and the minutes of the prior meeting are put forward for approval by the Trustees and included in the corporate record book.

 

8.04 Meetings.

(a) Regular or Special meetings.

Regular or Special meetings of the Trustees may only be held either within or outside the State of Missouri, but shall be held at the Church’s registered office in Missouri 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 in writing by all of the Trustees, either before or after the meeting. If such consents are given, they shall be filed with the minutes of the meeting.

 

(b) Telephonic Meetings.

Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Trustees participating in the meeting can simultaneously hear one another and participate. All Trustees shall be deemed to be present in person at a meeting conducted in accordance with the foregoing sentence.

 

(c) Notice Requirements for Regular or Special Meetings.

A regular meeting of the Trustees shall occur at least annually. Regular meetings of the Trustees may be held without notice if the time and place of such meetings are fixed by a resolution of the Trustees.

 

The Lead Pastor or any three (3) of the Trustees may call a special meeting of the Trustees. The Notice of Special Meetings shall be include:

 

1) Manner of Giving Notice. Notice of the date, time and place of special meetings shall be given to each Trustee by one of the following methods: (a) by personal delivery of written notice; (b) by first class mail, postage paid; (c) by telephone communication, either directly to the Trustee or to a person at the Trustee’s office or home who the person giving the notice has reason to believe will promptly communicate the notice to the Trustee; (d) by faxed telecopy to the Trustee’s office or home; or (e) by electronic mail (“e-mail”).

 

2) Time Requirements. Notice sent by first class mail shall be deposited in the United States mail at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, telecopier or e-mail shall be delivered, telephoned, faxed or e-mailed to the Trustee or given at least twenty-four (24) hours before the time set for the meeting.

 

3) Notice Contents. The notice shall state the date, time and place for the meeting. However, the notice does not need to specify the place of the meeting if the special meeting is to be held at the Church’s principal office. Unless otherwise expressly stated herein, the notice does not need to specify the purpose or the business to be transacted at the special meeting.

 

4) Waiver. Attendance of a Trustee at a meeting shall constitute waiver of notice of such meeting, except where the Trustee attends a meeting for the express purpose of objecting that the meeting is not properly called.

 

8.05 Action of Trustees Without a Meeting.

Any action required or permitted to be taken by the Trustees may be taken without a meeting, if all of the Trustees, individually, or collectively, consent in writing to the action. Such action by written consent or consents shall be filed with the minutes of the proceedings of the Church.

 

8.06 Quorum.

Unless otherwise provided for in these Bylaws, a majority of the number of Trustees then in office shall constitute a quorum for the transaction of business at any meeting of the Trustees. The Trustees present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Trustees 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 Trustees in attendance required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the Trustees present may adjourn and reconvene the meeting one time without further notice.

 

8.07 Proxies. Voting by proxy is prohibited.

 

8.08 Duties of Trustees of the Corporation.

The Trustees of the Corporation shall discharge their duties, in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Church. The Trustees of the Corporation 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, employees of the Church, professional advisors or experts such as accountants or legal counsel. A Trustee of the Corporation is not relying in good faith if the individual has knowledge concerning a matter in question that renders such reliance unwarranted.

 

The Trustees, despite the use of the word, shall not have the powers and/or duties of a “Trustee of a trust” (as that term is generally understood in the law of Trusts), 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.

 

8.09 Delegation of Duties.

The Trustees, in consultation with the Lead Pastor, are 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. Trustees shall have no personal liability for actions taken or omitted by the advisor if the Trustees act in good faith and with ordinary care in selecting the advisor. The Trustees may, in consultation with the Lead Pastor, remove or replace the advisor at any time, with or without cause.

 

8.10 Interested Parties.

Pursuant to the Law and the provisions of Article 18 below, a contract or transaction between the Church and a Trustee of the Church is not automatically void or voidable simply because the Trustee, an employee or other control party, has a financial interest in the contract or transaction.

 

8.11 Actions of Trustees.

The Trustees shall try to act by consensus. However, if action by consent is impossible or unless the act of a greater number is required by the Law or these Bylaws, then the vote of a majority of the Trustees present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Trustees. A Trustee 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 Trustees. The burden is on each individual Trustee to ensure their votes are properly recorded in the minutes as either a “yes,” “no,” or “abstain.”

In the event of a vote of the Trustees resulting in a deadlock, the Lead Pastor shall be entitled to cast a “majority ballot” breaking the deadlock so that an official act or decision may be undertaken by the Trustees.

 

8.12 No Compensation.

The Trustees shall not receive any compensation in exchange for services rendered as a Trustee. The Trustees may however, adopt a resolution providing for reimbursement to Trustees for reasonable expenses incurred as a result of attendance at a meeting of the Trustees.

 

8.13 Annual Audit.

The Trustees shall, so long as the annual Gross Receipts of the Church exceeds Two Hundred Fifty Thousand Dollars ($250,000.00) per year, annually obtain an audit performed by an independent public accounting firm in accordance with Generally Accepted Auditing Standards (GAAS), including financial statements prepared in accordance with Generally Accepted Accounting Principles (GAAP).

 

 

ARTICLE 9

COMMITTEES AND ADVISORY TEAMS

 

9.01 Establishment of Committees and Advisory Teams.

The Trustees may, at its discretion, adopt a resolution establishing one or more Committees or Advisory Committees. Any and all Advisory Committees shall conform to rules established by the Trustees.

 

9.02 Audit Review Committee.

The Trustees shall appoint the Secretary/Treasurer and two (2) Trustees to serve on the Audit Review Committee of the Church. The Audit Review Committee shall select and engage the Church’s Independent Auditors to perform the annual audit of the Church as required herein. After reviewing the annual audit, the Audit Review Committee shall report its findings to the Trustees at a meeting of the Trustees.

 

9.03 Independent Compensation Committee.

An Independent Compensation Committee, shall be established annually by the Board of Trustees, and shall consist of a minimum of two (2) independent Trustees and a minimum of three (3) independent Overseers. Under no circumstances shall the number of independent members of the Compensation Committee be decreased to less than five (5). An individual is considered to be “Independent” if the individual does not have a conflict of interest that would otherwise disqualify them from serving on this Committee. A conflict of interest arises when a person in a position of authority over the Church (such as an Officer, Director, Trustee, Lead Pastor Leadership Team Member, Overseer or employee) and can benefit financially from a decision made in such a capacity, including indirect benefits such as to family members or businesses with which the person is closely associated.

 

The Independent Compensation Committee shall determine and approve, by a majority vote, the Lead Pastor’s, any family members, and executive staff member’s total compensation amounts. The Independent Compensation Committee may consider duties, performance evaluations, compensation comparability data, and other relevant information to assist it in ensuring the amount of total compensation paid to each individual is reasonable and in compliance with current IRS guidelines for nonprofit organizations. The Lead Pastor shall not participate in the Independent Compensation Committee’s discussion and formulation of or vote regarding his salary and benefits, or any family member’s salary or benefits.

 

9.04 Confirmation Committee.

The Confirmation Committee shall be made up of a minimum of four (4) Trustees and a minimum of four (4) members of the Lead Pastor Leadership Team. In the event that there are more than four (4) Trustees or more than four (4) Lead Pastor Leadership Team Members in each respective group, then each group shall vote to select, by a majority vote of such group, four (4) of representatives to serve on the Confirmation Committee.

 

9.05 Delegation of Authority.

Each Committee shall consist of two or more persons. If, in addition to the Independent Compensation Committee, the Trustees establish or delegate any of its authority to a Committee, it shall not relieve the Trustees, or Trustee, of any responsibility imposed by these Bylaws or otherwise imposed by law. The Trustees 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 a Trustee 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 Article 18 below; or (j) take any action outside the scope of authority delegated to it by the Trustees or in contravention of the Law.

 

The Trustees may designate various Advisory Teams not having or exercising the authority of the Trustees. Such Advisory Teams shall only function in an advisory capacity to the Trustees. The Lead Pastor shall have the power to appoint and remove members of all Advisory Teams. With the exception of the Independent Compensation Committee and Confirmation Committee, the Lead Pastor shall serve as an ex officio member of all Advisory Teams. The Trustees shall define, by resolution, the scope of activities and the qualifications for membership on all Advisory Teams.

 

9.06 Term of Office.

Each member of a Committee or Advisory Team shall serve until the next annual meeting of the Board of Directors, 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 Trustees, or if the member 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.

 

9.07 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 Lead 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.

 

9.08 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 one time without further notice.

 

9.09 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 the 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 10

OFFICERS

 

10.01 Number, Appointment, Term, and Resignation or Removal of Officers.

(a) Number. The Officers of the Corporation shall be a President (as described in Article 7), a Secretary/Treasurer and any other Officers chosen at the discretion of the Lead Pastor.

 

(b) Appointment to and Creation of New Offices. The President shall be appointed in accordance with requirements set forth under Article 7.

 

The Secretary and/or Treasurer is to be nominated by the President and approved by a majority vote of the Trustees. In the event the Trustees should not approve the President’s nomination for Secretary/Treasurer, other nominations must be made by the President until the candidate is approved by a majority vote of the Trustees. In the event that the President is unwilling or unable to nominate a Secretary/Treasurer, then the Trustees shall nominate a Secretary/Treasurer and approve such nominee by a majority vote of the Trustees.

 

The President shall appoint all other Officers of the Church. In the event that the President is unwilling or unable to nominate an Officer, then the Trustees shall nominate an Officer and approve such nominee by a majority vote of the Trustees.

 

(c) Term. The Lead Pastor shall be the President until he resigns or is removed in accordance with Article 7 and a new Lead Pastor is installed in accordance with Article 7. The term of office for all officers other than Lead Pastor shall be one (1) year; however, such Officers may serve consecutive terms without limitation. In the event of a vacancy in the office of Lead Pastor, the Trustees shall, by majority vote, elect a Trustee to serve as the acting President.

 

An Officer 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.

 

All other Church Officers may be removed with or without notice, and with or without cause, by the unilateral action of the Lead Pastor or by a majority vote of the Trustees.

 

10.02 Powers of Officers.

(a) President. The duties and responsibilities of the President are listed in Article 7 above.

 

(b) Treasurer. The Lead Pastor shall appoint the Treasurer of the Church. The Treasurer of the Church shall: (a) have charge and custody of and be responsible for all funds and securities of the Church; (b) receive and give receipts for monies due and payable to the Church from any source; (c) deposit all monies in the name of the Church in banks, trust companies, or other depositories as provided in the Bylaws or as directed by the Trustees; (d) write checks and disburse funds to discharge obligations of the Church; (e) maintain the financial books and records of the Church; (f) prepare financial reports at least annually; (g) perform other duties as assigned by the Lead Pastor or by the Trustees; (h) if required by the Trustees, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Trustees; and (i) perform all of the duties incident to the office of treasurer. An individual serving as Treasurer shall not be authorized to serve in a dual capacity as both President and Treasurer.

 

(c) Secretary. The Lead Pastor shall appoint the Secretary of the Church. The Secretary of the Church shall: (a) give all notices as provided in the Bylaws or as required by law; (b) take minutes of the meetings of the members and of the Trustees and keep the minutes as part of the corporate records; (c) maintain custody of the corporate records and of the seal of the Church; (d) affix the seal of the Church to all documents as authorized; (e) keep a register of the mailing address of each Trustee, Officer, Overseer, Lead Pastor Leadership Team Member, church member and employee of the Church; (f) perform duties as assigned by the Lead Pastor or by the Trustees; and (g) perform all duties incident to the office of secretary. An individual serving as Secretary shall not be authorized to serve in a dual capacity as both President and Secretary.

 

10.03 Duties of Officers of the Corporation.

The Officers of the Corporation shall discharge their duties, in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Church. The Officers of the Corporation 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 Trustees, Officers, employees of the Church, professional advisors or experts such as accountants or legal counsel. An Officer of the Corporation is not relying in good faith if the individual has knowledge concerning a matter in question that renders such reliance unwarranted.

 

ARTICLE 11

OVERSEERS

 

11.01 Requirements and Biblical Qualifications to Be an Overseer.

The members of the Overseers shall be ordained pastors at respected congregations who know and love the Church and its Lead Pastor. They must agree to make themselves available, at their own expense, to serve Church when requested.

 

Biblical qualifications for Overseers shall be: “Now the overseer must be above reproach, the husband of but one wife, temperate, self-controlled, respectable, hospitable, able to teach, not given to drunkenness, not violent but gentle, not quarrelsome, not a lover of money. He must manage his own family well and see that his children obey him with proper respect. (If anyone does not know how to manage his own family, how can he take care of God’s Church?) He must not be a recent convert, or he may become conceited and fall under the same judgment as the devil. He must also have a good reputation with outsiders, so that he will not fall into disgrace and into the devil’s trap.” (1 Timothy 3: 2-7).

 

11.02 Responsibilities of Overseers.

The Overseers shall provide apostolic oversight to the Lead Pastor and are charged with protecting the Church through counsel, prayer, and when required, the investigation of alleged pastoral misconduct, as defined herein in Article 7.07(a), and if any, the resulting discipline of the Lead Pastor, up to and including his removal as set forth in Article 7.

 

11.03 Number, Appointment, and Term of Overseers.

There shall be no less than Four (4) Overseers. So long as the Lead Pastor is in Good Standing (as defined in Article 7 herein), Overseers shall be nominated by the Lead Pastor, in consultation with the Lead Pastor Leadership Team Members, and confirmed by a majority vote of the Trustees, at a rate that does not exceed one (1) new Overseer per year. The term of service for each Overseer shall continue until he resigns, is deceased, or is removed in accordance with these Bylaws.

 

11.04 Resignation, Removal and/or Nomination of New Overseers.

An Overseer 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; and, the acceptance of resignation shall not be necessary to be effective.

 

The Lead Pastor may remove Overseers, with or without notice and with or without cause, but at a rate that does not exceed one (1) removal per year. The Lead Pastor may remove Overseers at a rate of more than one (1) removal per year only upon confirmation by a majority vote of the Trustees.

In the event of a vacancy by an Overseer that causes the total number of Overseers to be less than four (4), the Lead Pastor shall be given a reasonable amount of time to nominate a new Overseer, in consultation with the Lead Pastor Leadership Team Members, to be confirmed by a majority vote of the Trustees. In the event that the office of Lead Pastor is vacant, the individual who was duly elected as the Corporation’s Secretary/Treasurer may nominate or remove Overseers, subject to the same limitations that would otherwise apply to nominations and removals by the Lead Pastor.

If disciplinary action is being considered or an investigation of the Lead Pastor is underway, no changes in the composition of the Overseers shall be made until the Overseer’s work is completed and such findings are reported to the Trustees and Lead Pastor Leadership Team Members.

 

ARTICLE 12

SENIOR PASTOR LEADERSHIP TEAM MEMBERS

 

12.01 Requirements and Biblical Qualifications to Be a Member of the Lead Pastor Leadership Team.

The Lead Pastor Leadership Team is comprised of men who function within the local Church and are viewed by the congregation as spiritual leaders of the Church. The Lead Pastor Leadership Team Members are seasoned members of the pastoral team of the Church who serve the Church in a spiritual capacity. Lead Pastor Leadership Team Members shall not be Trustees. They are men who meet the Biblical qualifications for Lead Pastor Leadership Team Members and, in addition their role as staff members, function in that calling. In addition to fulfilling the job duties, the Lead Pastor Leadership Team Members are to covenant together with the Lead Pastor for the development of the spiritual life of the Church and are to serve as the primary protectors and encouragers of a positive spiritual climate within the Church body.

 

Biblical qualifications for Lead Pastor Leadership Team Members shall be: “An Elder must be blameless, the husband of but one wife, a man whose children believe and are not open to the charge of being wild and disobedient. Since an Elder is entrusted with God’s work, he must be blameless – not overbearing, not quick tempered, not given to drunkenness, not violent, not pursing dishonest gain. Rather he must be hospitable, one who loves what is good, who is self- controlled, upright, holy and disciplined. He must hold firmly to the trustworthy message as it has been taught, so that he can encourage others by sound doctrine and refute those who oppose it.” (Titus 1:6-9 NIV).

 

12.02 Responsibilities of Lead Pastor Leadership Team.

The functions of the Lead Pastor Leadership Team are to:

  • Maintain and teach by living a godly, Christian lifestyle;
  • Serve the Church by helping the Lead Pastor to establish the vision and direction of the Church;
  • Provide leadership as a member of the Lead Pastoral Leadership Team;
  • Demonstrate leadership to the Members of the local Church;
  • Provide a prayer shield for the Church staff and the local Church;
  • Defend, protect and support the integrity of the Church staff and the local Church;
  • Pray for the sick;
  • Organize, implement and execute licensing and ordination requirements and procedures;
  • Mediate disputes among the brethren;
  • Counsel with church members and staff; and
  • Contact the Overseers to initiate investigation and potential discipline of the Lead Pastor if a situation involving pastoral misconduct occurs.

 

12.03 Number, Appointment, and Term of Lead Pastor Leadership Team Members.

There shall be no less than four (4) Lead Pastor Leadership Team Members. So long as the Lead Pastor is in Good Standing (as defined in Article 7 herein), the Lead Pastor shall appoint persons to serve on the Lead Pastor Leadership Team, at a rate that does not exceed one (1) new Member per year. The term of service for each Member of the Lead Pastor Leadership Team shall continue until he resigns, is deceased, or is removed in accordance with these Bylaws.

 

 

 

12.04 Resignation and Removal of Lead Pastor Leadership Team Members.

A Member of the Lead Pastor Leadership Team 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; and, the acceptance of resignation shall not be necessary to be effective.

 

Generally, the Lead Pastor may remove Lead Pastor Leadership Team Members at anytime, with or without notice and with or without cause. In the event that disciplinary action is being considered or an investigation of the Lead Pastor is underway (as set forth in these Bylaw), then no change in the composition of the Lead Pastor Leadership Team shall be made until the Overseer’s work is completed and its findings are reported to the Trustees

 

In the event of a vacancy by a Member of the Lead Pastor Leadership Team that causes the total number of Members of the Lead Pastor Leadership Team to be less than four (4), the Lead Pastor shall be given a reasonable amount of time to appoint a new person(s) to serve on the Lead Pastor Leadership Team. In the event that the office of Lead Pastor is vacant, the individual who was duly elected as the Corporation’s Secretary/Treasurer may nominate or remove Lead Pastor Leadership Team Members, subject to the same limitations that would otherwise apply to nominations and removals by the Lead Pastor.

 

ARTICLE 13

BUSINESS PRACTICES

 

13.01 Fiscal Year.

The fiscal year of the Corporation shall be the calendar year.

 

13.02 Contracts.

The Trustees may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or may be confined to specific instances.

 

13.03 Checks, Drafts, or Orders.

All checks, drafts, orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Trustees. In the absence of such determination by the Trustees, either the Secretary/Treasurer or the President of the Corporation in accordance with their duties outlined in these Bylaws may sign such instruments.

 

13.04 Deposits.

All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Trustees may select in accordance with these Bylaws.

 

13.05 Gifts.

The President may accept on behalf of the Corporation any contribution, gift, bequest or device for any purpose of the Corporation.

 

13.06 Books and Records.

The Corporation shall keep correct and complete books and records and shall also keep minutes of the proceedings of its members, Trustees, committees having and exercising any of the authority of the Trustees, and any other committee, and shall keep at the principle office a record giving the names and addresses of all Trustees members entitled to vote. Any Church member may request to inspect books and records of the Corporation for any proper purpose at any reasonable time but only as approved by a majority of the Trustees on a case-by-case basis.

13.07 Annual Budgeting Process

The President shall prepare and put forward a proposed annual budget of the Church for the Trustees consideration and approval. The total amount of the annual budget shall not exceed 90% of the previous year’s total amount of undesignated income unless Trustees determine the Corporation is growing substantially and must make adjustments to accommodate the needs.

 

ARTICLE 14

INDEMNIFICATION

 

14.01 Indemnification.

To the full extent permitted by the Law, as amended from time to time, the Church shall indemnify any Trustee, Director, Pastor, Officer, Overseer, Lead Pastor Leadership Team Member, 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. The Church in defending such actions may advance reasonable expenses.

 

14.02 Determination of Right.

Legal counsel selected by the majority vote of the Trustees shall make a determination of the right to indemnification under the Law.

 

ARTICLE 15

MINISTERIAL ORDINATION

 

15.01 Minister Ordination, Licensing, and the Commissioning of Ministers of the Gospel.

(a) Role of the Lead Pastor. By majority vote of the Lead Pastor and Lead Pastor Leadership Team Members, the Lead Pastor may ordain, license or commission a person as a minister of the Gospel after first examining the applicant’s background, moral and religious character, and previous Bible courses and/or independent studies completed. Final determination shall be within the absolute discretion of this group.

 

(b) Application. Application for ordination, licensing, or commissioning a person as a minister of the Gospel shall be on the form provided by the Church. An application shall be either approved or denied within ninety (90) days of completing the process set forth by the Church as defined in this Article 15. Those applicants who are approved shall receive a certificate evidencing the approval.

 

(c) Ability to Limit Church. The Lead Pastor may, at his own discretion, limit ordained, licensed, and commissioned ministers to a specific area of special Church emphasis.

 

(d) For purposes of Section 107 of the Internal Revenue Code, there shall be no distinction between Licensing and Ordination.

 

15.02 Church Training.

The Lead Pastor and his staff may establish a School of Church, setting forth a prescribed curriculum and course of study leading to ordination and licensing of ministers. The School of Church shall prepare students in the knowledge of the Word of God and in ministering to people’s needs through the Gospel of Jesus Christ.

 

ARTICLE 17

WHISTLEBLOWER POLICY

 

17.01 Purpose.

The Church requires all of its Trustees, Officers, Lead Pastor Leadership Team Members, employees, and volunteers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of the Church, individuals must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. Therefore, if a Trustee, Officer, Lead Pastor Leadership Team Member, employee, or volunteer of the Church reasonably believes that the Church, by and through its Trustees, Officers, Lead Pastor Leadership Team Member s, employees, or volunteers, or entities with whom the Church has a business relationship, is in violation of applicable law or regulation, or any policy or procedure of the Church, then that individual shall file a written complaint with either his or her supervisor or the Trustees of the Church. This Policy is intended to encourage and enable employees and others to raise serious concerns within the Church prior to seeking resolution outside the Church.

 

17.02 Procedure.

(a) Reporting Responsibility. It is the responsibility of all of the Church’s Trustees, Officers, Lead Pastor Leadership Team Member, employees, and volunteers to comply with all applicable laws and regulations, as well as all policies and procedures of the Church and to report violations or suspected violations in accordance with the Policy.

 

If a Trustee, Officer, Lead Pastor Leadership Team Member, employee, or volunteer of the Church reasonably believes that any policy, practice, or activity of the Church is in violation of any applicable law, regulation, policy, or procedure of the Church, then the Trustee, Officer, Lead Pastor Leadership Team Member, employee, or volunteer should share their questions, concerns, or complaints with someone who may be able to address them properly. If the concerns are not addressed, the reporting individual should make a formal complaint as outlined herein.

 

(b) Acting in Good Faith. Anyone filing a complaint concerning a violation or suspected violation of any applicable law, regulation, policy, or procedure of the Church must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the applicable law, regulation, policy, or procedure of the Church. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

 

(c) Reporting Violations. In most cases, an employee or volunteer’s supervisor is in the best position to address an area of concern. However, if the reporting individual is not comfortable speaking with his or her supervisor, or the reporting individual is not satisfied with his or her supervisor’s response, the reporting individual is encouraged to speak with a member of the Trustees. Trustees are required to report suspected violations directly to the entire Trustees.

 

(d) Accounting and Auditing Matters. The Trustees shall address all reported concerns or complaints regarding corporate accounting practices, internal controls, or auditing. The Trustees shall work until the matter is resolved.

 

(e) Evidence. Although the reporting individual is not expected to prove the truth of an allegation, the reporting individual needs to demonstrate that there are reasonable grounds for concern on his or her part and that these concerns are most appropriately handled through this procedure.

 

(f) Investigation of Complaint. After receipt of the complaint, the Trustee to whom the complaint was made shall provide the complaint to the entire Trustees. The Trustees shall then determine whether an investigation is appropriate and the form that it should take. Concerns may be resolved through the initial inquiry by agreed action without the need for further investigation. The entire Trustees shall receive a report on each complaint and a follow-up report on action taken.

 

(g) Handling of Reported Violations. The Trustee to whom the complaint was made shall notify the reporting individual and acknowledge receipt of the reported violation within five (5) business days.

 

All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.

 

A reporting individual who reasonably believes that s/he has been retaliated against in violation of this Policy shall follow the same procedures as s/he did when s/he filed the original complaint.

 

17.03 Safeguards.

(a) Confidentiality. Reported or suspected violations may be submitted on a confidential basis by the reporting individual or may be submitted anonymously. Reports of violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

However, the reporting individual is encouraged to put his or her name to the allegation because appropriate follow-up questions and investigations may not be possible unless the source of the information is identified. Concerns expressed anonymously will be investigated, but consideration will be given to:

 

  • The seriousness of the issue raised;
  • The credibility of the concern; and
  • The likelihood of confirming the allegation from documentation and/or other sources.

 

Every effort will be made to protect the reporting individual’s identity; though all individuals considering such a report should be advised that anonymity cannot be assured if an external investigation or criminal proceedings relating to the report occur.

 

(b) No Retaliation. No reporting individual who, in good faith, reports a violation shall suffer harassment, retaliation, or adverse employment consequence. An employee or representative of the Church who retaliates against a reporting individual who has reported a violation in good faith is subject to discipline up to, and including, termination of employment or dismissal from Church representation.

 

(c) Harassment or Victimization. Harassment or victimization of the reporting individual for providing information in accordance with this policy by anyone affiliated with the Church will not be tolerated. In addition, the provision of such information shall not in any way influence, positively or negatively, the carrying out of routine disciplinary procedures by management as stated in the Church’s Employment Policy.

 

(d) Malicious Allegations. The Trustees recognizes that intentionally untruthful, malicious, erroneous, or harassing allegations would be damaging to the mission, integrity, and moral of the Church or the reputation of the accused individual. The safeguards stated in this Policy do not apply to individuals who make such complaints. Such allegations may result in disciplinary action, including but not limited to termination of employment and/or dismissal of membership.

 

ARTICLE 18

CONFLICT OF INTEREST POLICY

 

18.01 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 a Trustee 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 and is not intended as an exclusive statement of responsibilities.

 

18.02 Definitions.

(a) Interested Person. Any Trustee, principal officer, or member of a committee with powers delegated by the Trustees, who has a direct or indirect financial interest, as defined below, is an interested person.

 

(b) Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

 

1) An ownership or investment interest in any entity with which the Church has a transaction or arrangement;

 

2) A compensation arrangement with the Church or with any entity or individual with which the Church has a transaction or arrangement; or

 

3) 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.

 

18.03 Procedures.

(a) 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 Trustees.

 

(b) 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 Trustees’ meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Trustees shall decide if a conflict of interest exists.

 

(c) Procedures for Addressing the Conflict of Interest.

 

1) An interested person may make a presentation at the Trustees’ 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.

 

2) The chairman of the Trustees may, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

 

3) After exercising due diligence, the Trustees 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.

 

4) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Trustees shall determine by a majority vote of the disinterested Trustees 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.

 

(d) Violations of the Conflicts of Interest Policy.

1) If the Trustees have 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.

 

2) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Trustees determine the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

 

18.04 Records of Proceedings.

The minutes of the Trustees shall contain:

 

(a) 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 Trustee’s decision as to whether a conflict of interest in fact existed.

 

(b) 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.

 

18.05 Compensation.

(a) A Trustee who receives compensation, directly or indirectly, from the Church for services is precluded from voting on matters pertaining to that member’s compensation.

 

(b) 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.

 

(c) No Trustee 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 19

MISCELLANEOUS PROVISIONS

 

19.01 Construction of Bylaws.

These Bylaws shall be construed in accordance with the laws of the State of Missouri. 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.

 

19.02 Seal.

The Trustees may provide for a corporate seal.

 

19.03 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.

19.04 Parties Bound.

The Bylaws shall be binding upon and inure to the benefit of the Church Members, Pastors, Trustees, Officers, Overseers, Lead Pastor Leadership Team Members, employees, and agents of the Church and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the Bylaws.

 

19.05 Christian Alternative Dispute Resolution.

In keeping with 1 Corinthians 6:1-8, all disputes which may arise between any member of the Church and the Church itself, or between any member of the Church and any Pastor, Trustee, Overseer, Elder, Director, officer, employee, volunteer, agent, or other member of this Church, shall be resolved by mediation, and if not resolved by mediation, then by binding arbitration under the procedures and supervision of the Rules of Procedure for Christian Conciliation, Institute for Christian Conciliation. In the event that this group ceases to exist during the course of this Agreement, arbitration under this section shall be conducted according to the rules of the American Arbitration Association. Judgment upon an arbitration award may be entered in any court otherwise having jurisdiction. The parties each agree to bear their own costs related to any mediation or arbitration proceeding including payment of their own attorneys’ fees. Either party may file a motion seeking temporary injunctive relief from a court of competent jurisdiction in order to maintain the status quo until the underlying dispute or claim can be submitted for mediation or arbitration.

 

If a dispute may result in an award of monetary damages that could be paid under a Church insurance policy, then use of the conciliation, mediation, and arbitration procedure is conditioned on acceptance of the procedure by the liability insurer of the Church and the insurer’s agreement to honor any mediation, conciliation or arbitration award up to any applicable policy limits. The mediation, conciliation, and arbitration process is not a substitute for any disciplinary process set forth in the Bylaws of the Church, and shall in no way affect the authority of the Church to investigate reports of misconduct, to conduct hearings, or to administer discipline of members.

 

ARTICLE 20

AMENDMENT OF BYLAWS

 

Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted at any regular meeting of the Trustees by the affirmative vote of two-thirds (2/3) of the Trustees. At least five (5) days written advance notice of said meeting shall be given to each Trustee. In the written notice, proposed changes must be explained. These Bylaws may also be altered, amended, or repealed and new Bylaws may be adopted by consent in writing signed by all of the Trustees.