Bylaws of Four Oaks Community Church 

A Nonprofit Corporation With Members 

Article I

Name

The name of this church shall be FOUR OAKS COMMUNITY CHURCH, hereinafter referred to as “the Church”, located in Tallahassee, Florida.

Article II

The Civil and Ecclesiastical Government 

The government of the Church is established and headed by Jesus Christ, who governs the affairs of His church through His Word. The church is first and foremost an ecclesiastical body of believers, the supreme governing document of which is the Bible. The church is secondarily a civil corporation, the governance of which is established by its Articles of Incorporation and Bylaws. The articles and bylaws, however, are subordinate to the Bible and must be interpreted in light of the scriptures.

Article III 

Purpose: Foundation, Object, and Priorities of Ministry 

The foundation of the Church is the Lord Jesus Christ (I Corinthians 3:11), and its code of guidance in all its affairs is the Word of God.  The Church affirms its faith that the Holy Scriptures of the Old and New Testaments are the Word of Almighty God (Mark 13:31). 

The object of the Church shall be to worship God according to the teaching of His Word, to practice the precepts and examples of the Church of our Lord Jesus Christ as set forth in the New Testament, to sustain its ordinances and doctrines and to preach and propagate among all peoples the Gospel of Salvation which is by personal faith on Jesus Christ as Savior and Lord. 

The priorities of ministry of the Church flow from the vision of God's glory revealed in Jesus Christ. We exist to savor this vision in worship (John 4:23), strengthen the vision in nurture and education (I Corinthians 14:26; II Peter 3:18), and spread the vision in evangelism, missions, and loving deeds (I Peter 2:9; 3:15; Matthew 28:18-20; 5:16). 

Article IV 

Doctrinal Statements of Faith 

The Statement of Faith of the Church Members is as follows: 

1.      The Triune God. We believe in one God, eternally existing in three equally divine Persons: the Father, the Son, and the Holy Spirit, who know, love, and glorify one another. This one true and living God is infinitely perfect both in his love and in his holiness. He is the Creator of all things, visible and invisible, and is therefore worthy to receive all glory and adoration. Immortal and eternal, he perfectly and exhaustively knows the end from the beginning, sustains and sovereignly rules over all things, and providentially brings about his eternal good purposes to redeem a people for himself and restore his fallen creation, to the praise of his glorious grace.

2.      Revelation. God has graciously disclosed his existence and power in the created order, and has supremely revealed himself to fallen human beings in the person of his Son, the incarnate Word. Moreover, this God is a speaking God who by his Spirit has graciously disclosed himself in human words: we believe that God has inspired the words preserved in the Scriptures, the sixty-six books of the Old and New Testaments, which are both record and means of his saving work in the world. These writings alone constitute the verbally inspired Word of God, which is utterly authoritative and without error in the original writings, complete in its revelation of his will for salvation, sufficient for all that God requires us to believe and do, and final in its authority over every domain of knowledge to which it speaks. We confess that both our finitude and our sinfulness preclude the possibility of knowing God’s truth exhaustively, but we affirm that, enlightened by the Spirit of God, we can know God’s revealed truth truly. The Bible is to be believed, as God’s instruction, in all that it teaches; obeyed, as God’s command, in all that it requires; and trusted, as God’s pledge, in all that it promises. As God’s people hear, believe, and do the Word, they are equipped as disciples of Christ and witnesses to the gospel.

3.      Creation of Humanity. We believe that God created human beings, male and female, in his own image. Adam and Eve belonged to the created order that God himself declared to be very good, serving as God’s agents to care for, manage, and govern creation, living in holy and devoted fellowship with their Maker. Men and women, equally made in the image of God, enjoy equal access to God by faith in Christ Jesus and are both called to move beyond passive self-indulgence to significant private and public engagement in family, church, and civic life. Adam and Eve were made to complement each other in a one-flesh union that establishes the only normative pattern of sexual relations for men and women, such that marriage ultimately serves as a type of the union between Christ and his church. In God’s wise purposes, men and women are not simply interchangeable, but rather they complement each other in mutually enriching ways. God ordains that they assume distinctive roles which reflect the loving relationship between Christ and the church, the husband exercising headship in a way that displays the caring, sacrificial love of Christ, and the wife submitting to her husband in a way that models the love of the church for her Lord. In the ministry of the church, both men and women are encouraged to serve Christ and to be developed to their full potential in the manifold ministries of the people of God. The distinctive leadership role within the church given to qualified men is grounded in creation, fall, and redemption and must not be sidelined by appeals to cultural developments.

4.      The Fall. We believe that Adam, made in the image of God, distorted that image and forfeited his original blessedness—for himself and all his progeny—by falling into sin through Satan’s temptation. As a result, all human beings are alienated from God, corrupted in every aspect of their being (e.g., physically, mentally, volitionally, emotionally, spiritually) and condemned finally and irrevocably to death—apart from God’s own gracious intervention. The supreme need of all human beings is to be reconciled to the God under whose just and holy wrath we stand; the only hope of all human beings is the undeserved love of this same God, who alone can rescue us and restore us to himself.

5.      The Plan of God. We believe that from all eternity God determined in grace to save a great multitude of guilty sinners from every tribe and language and people and nation, and to this end foreknew them and chose them. We believe that God justifies and sanctifies those who by grace have faith in Jesus, and that he will one day glorify them—all to the praise of his glorious grace. In love God commands and implores all people to repent and believe, having set his saving love on those he has chosen and having ordained Christ to be their Redeemer.

6.      The Gospel. We believe that the gospel is the good news of Jesus Christ—God’s very wisdom. Utter folly to the world, even though it is the power of God to those who are being saved, this good news is christological, centering on the cross and resurrection: the gospel is not proclaimed if Christ is not proclaimed, and the authentic Christ has not been proclaimed if his death and resurrection are not central (the message is: “Christ died for our sins . . . [and] was raised”). This good news is biblical (his death and resurrection are according to the Scriptures), theological and salvific (Christ died for our sins, to reconcile us to God), historical (if the saving events did not happen, our faith is worthless, we are still in our sins, and we are to be pitied more than all others), apostolic (the message was entrusted to and transmitted by the apostles, who were witnesses of these saving events), and intensely personal (where it is received, believed, and held firmly, individual persons are saved).

7.      The Redemption of Christ. We believe that, moved by love and in obedience to his Father, the eternal Son became human: the Word became flesh, fully God and fully human being, one Person in two natures. The man Jesus, the promised Messiah of Israel, was conceived through the miraculous agency of the Holy Spirit, and was born of the virgin Mary. He perfectly obeyed his heavenly Father, lived a sinless life, performed miraculous signs, was crucified under Pontius Pilate, arose bodily from the dead on the third day, and ascended into heaven. As the mediatorial King, he is seated at the right hand of God the Father, exercising in heaven and on earth all of God’s sovereignty, and is our High Priest and righteous Advocate. We believe that by his incarnation, life, death, resurrection, and ascension, Jesus Christ acted as our representative and substitute. He did this so that in him we might become the righteousness of God: on the cross he canceled sin, propitiated God, and, by bearing the full penalty of our sins, reconciled to God all those who believe. By his resurrection Christ Jesus was vindicated by his Father, broke the power of death and defeated Satan who once had power over it, and brought everlasting life to all his people; by his ascension he has been forever exalted as Lord and has prepared a place for us to be with him. We believe that salvation is found in no one else, for there is no other name given under heaven by which we must be saved. Because God chose the lowly things of this world, the despised things, the things that are not, to nullify the things that are, no human being can ever boast before him—Christ Jesus has become for us wisdom from God—that is, our righteousness, holiness, and redemption.

8.      The Justification of Sinners. We believe that Christ, by his obedience and death, fully discharged the debt of all those who are justified. By his sacrifice, he bore in our stead the punishment due us for our sins, making a proper, real, and full satisfaction to God’s justice on our behalf. By his perfect obedience he satisfied the just demands of God on our behalf, since by faith alone that perfect obedience is credited to all who trust in Christ alone for their acceptance with God. Inasmuch as Christ was given by the Father for us, and his obedience and punishment were accepted in place of our own, freely and not for anything in us, this justification is solely of free grace, in order that both the exact justice and the rich grace of God might be glorified in the justification of sinners. We believe that a zeal for personal and public obedience flows from this free justification.

9.      The Power of the Holy Spirit. We believe that this salvation, attested in all Scripture and secured by Jesus Christ, is applied to his people by the Holy Spirit. Sent by the Father and the Son, the Holy Spirit glorifies the Lord Jesus Christ, and, as the other Paraclete, is present with and in believers. He convicts the world of sin, righteousness, and judgment, and by his powerful and mysterious work regenerates spiritually dead sinners, awakening them to repentance and faith, and in him they are baptized into union with the Lord Jesus, such that they are justified before God by grace alone through faith alone in Jesus Christ alone. By the Spirit's agency, believers are renewed, sanctified, and adopted into God's family; they participate in the divine nature and receive his sovereignly distributed gifts. The Holy Spirit is himself the down payment of the promised inheritance, and in this age indwells, guides, instructs, equips, revives, and empowers believers for Christ-like living and service.

10.  The Kingdom of God. We believe that those who have been saved by the grace of God through union with Christ by faith and through regeneration by the Holy Spirit enter the kingdom of God and delight in the blessings of the new covenant: the forgiveness of sins, the inward transformation that awakens a desire to glorify, trust, and obey God, and the prospect of the glory yet to be revealed. Good works constitute indispensable evidence of saving grace. Living as salt in a world that is decaying and light in a world that is dark, believers should neither withdraw into seclusion from the world, nor become indistinguishable from it: rather, we are to do good to the city, for all the glory and honor of the nations is to be offered up to the living God. Recognizing whose created order this is, and because we are citizens of God’s kingdom, we are to love our neighbors as ourselves, doing good to all, especially to those who belong to the household of God. The kingdom of God, already present but not fully realized, is the exercise of God’s sovereignty in the world toward the eventual redemption of all creation. The kingdom of God is an invasive power that plunders Satan’s dark kingdom and regenerates and renovates through repentance and faith the lives of individuals rescued from that kingdom. It therefore inevitably establishes a new community of human life together under God.

11.  God’s New People. We believe that God’s new covenant people have already come to the heavenly Jerusalem; they are already seated with Christ in the heavenlies. This universal church is manifest in local churches of which Christ is the only Head; thus each “local church” is, in fact, the church, the household of God, the assembly of the living God, and the pillar and foundation of the truth. The church is the body of Christ, the apple of his eye, graven on his hands, and he has pledged himself to her forever. The church is distinguished by her gospel message, her sacred ordinances, her discipline, her great mission, and, above all, by her love for God, and by her members’ love for one another and for the world. Crucially, this gospel we cherish has both personal and corporate dimensions, neither of which may properly be overlooked. Christ Jesus is our peace: he has not only brought about peace with God, but also peace between alienated peoples. His purpose was to create in himself one new humanity, thus making peace, and in one body to reconcile both Jew and Gentile to God through the cross, by which he put to death their hostility. The church serves as a sign of God’s future new world when its members live for the service of one another and their neighbors, rather than for self-focus. The church is the corporate dwelling place of God’s Spirit, and the continuing witness to God in the world.

12.  Baptism and the Lord’s Supper. We believe that baptism and the Lord’s Supper are ordained by the Lord Jesus himself. The former is connected with entrance into the new covenant community, the latter with ongoing covenant renewal. Together they are simultaneously God’s pledge to us, divinely ordained means of grace, our public vows of submission to the once crucified and now resurrected Christ, and anticipations of his return and of the consummation of all things.

13.  The Restoration of All Things. We believe in the personal, glorious, and bodily return of our Lord Jesus Christ with his holy angels, when he will exercise his role as final Judge, and his kingdom will be consummated. We believe in the bodily resurrection of both the just and the unjust—the unjust to judgment and eternal conscious punishment in hell, as our Lord himself taught, and the just to eternal blessedness in the presence of him who sits on the throne and of the Lamb, in the new heaven and the new earth, the home of righteousness. On that day the church will be presented faultless before God by the obedience, suffering and triumph of Christ, all sin purged and its wretched effects forever banished. God will be all in all and his people will be enthralled by the immediacy of his ineffable holiness, and everything will be to the praise of his glorious grace.

Article V

Membership

Section 1                 Membership Qualifications

Membership of the Church shall be open to all persons who confess faith on the Lord Jesus Christ as personal Savior, who demonstrate regeneration by a life consistent with their profession and with the views of faith, doctrine and practice of the Church, who have been baptized and received into membership according to these bylaws of the Church.  Members must be at least 18 years of age, unless otherwise approved by the Council of Elders.

Section 2                 Membership Admission

Members shall be admitted into the Church by:

A.      Attending and completing the membership classes.

B.      Submitting a membership application.

C.      Meeting with a pastor or elder to share their Christian testimony.

D.     Being publicly baptized if they have not already done so.

E.      Being voted into membership by the Council of Elders.

F.       Agreeing to the five membership commitments specified in this article.

Section 3                 Membership Commitments

As a condition of membership in the Church, members make the following five commitments:

A.      Submission To and Support of the Officers of the Church.

The New Testament reveals a pattern of submission of members to leadership, where leadership is typified by a plurality of elders who are tasked with the oversight and care of the church (I Peter 5: 1; Heb. 13: 17).  This submission presupposes and is conditioned upon the submission of the Church’s leaders to one another, to the church at large, and to God and His Word.

B.      Support of the Church.

The New Testament reveals an ethic which calls God’s people to be generous in their giving to the needs of God’s people (I Cor. 16: 1; II Cor. 9) within the context of the local church.  It is in the local church that leaders mobilize resources and order ministry priorities for the sake of spreading the gospel, both locally and abroad. Members are accountable for stewarding their resources in support of the local church. The Scriptures reveal the principle of the tithe as a minimal ideal for members to recognize as stewards and supporters of the life and ministry of the local church.

C.      Corporate Worship.

The New Testament reveals that believers gathered corporately on Sunday, the Lord’s Day, for worship, fellowship, service, and giving (I Cor. 16: 1; Hebrews 10: 19).  Members are asked to order their lives in such a way as to make this priority a reality, for the sake of both their own souls and those of their families, and mainly to honor and glorify Jesus Christ.

D.     Ministry and Service.

Peter’s affirmation in his epistle is that we are a priesthood of believers, and that all of God’s people are to use their gifts in service to the body.  This “administration of gifts” is one of the primary means that Christ uses to build His Church, as it is the responsibility of leaders in the local body (Eph. 4) to equip the saints for the work of ministry. 

E.      Participation in a Fellowship Group.

Fellowship groups are the primary venue for pastoral care and fellowship at Four Oaks. The scriptural commands to exhort and encourage one another daily (Hebrews 4: 12; 10: 24-25) shall be facilitated primarily by calling members to participate in a fellowship group structure that promotes building more intimate relationships requisite for proactive ministry toward one another and the local community.  All members shall be expected to participate regularly in a fellowship group if their circumstances reasonably allow them to do so.

Section 4                 Ministry of the Members

Members of the Church shall have the liberty to organize themselves for any ministry representing an official activity of the Church, provided that such ministry is sanctioned and approved by the pastoral team under the leadership of the Lead Pastor. Sanction by the pastoral team does not imply or obligate support of the organization by the Church with personnel, finances, or facilities.

Section 5                 Transfer of Membership to the Church

A.      Membership Admission Process

Regardless of prior church or denominational affiliation, anyone desiring to become a member of the Church body is required to complete the membership admission process as outlined in this Article.

B.      Letters of Character Affirmation

The Council of Elders may request, at its discretion, a letter of character affirmation from a prospective member’s previous church to verify that they are leaving in good standing or to ascertain their membership standing in their previous church.  This may be particularly relevant for prospective members who might have been under discipline or censure at their previous church.

Section 6                 Removal from Membership in Good Standing

A.      Letter of Transfer

Members in good standing who have fulfilled their obligations to the Church, or satisfactorily arranged the same with the Elders, shall upon request be granted a letter of transfer or recommendation to unite with such evangelical church as they may designate. Such removal is possible only by a member who is in good standing and who is not under any church disciplinary action.

B.      Conditions for Removal In Good Standing

Members who move from this city shall supply the Church with their new address and may apply for removal from membership in good standing within one year provided they attend a church of the same faith and order.  If necessary, it shall be the duty of the Council of Elders to remind such member of their duties in this respect.  In case there is no such church in reasonable proximity to their new residence, or there are circumstances which reasonably prevent their attendance at such church, the member shall report to the Church at least once a year, in person or by letter and by contribution. All non-resident members who do not so report may be subject to dismissal by the Church after appropriate efforts have been made to contact the member and remind them of their commitments.

Section 7                 Church Discipline and Dismissal from Membership

The threefold purpose of church discipline is to glorify God by maintaining purity in the local church, to edify believers by deterring sin, and to promote the spiritual welfare of the offending believer by calling him or her to return to a biblical standard of doctrine and conduct.

A.      Members Subject to Church Discipline.

Members of the Church who espouse doctrines opposed by the Church or who engage in conduct that violates Scripture, as determined by the Council of Elders, may be subject to church discipline. Each potential case of discipline shall be weighed on its own merits and dealt with according to the process and principles established in the book of Matthew, chapter 18.

B.      Confidentiality.

Members of the Church are not guaranteed confidentiality regarding issues of church discipline, and agree that by submitting themselves to the authority of the Church, issues of a sensitive or personal nature may be made known to others. This includes, but is not limited to, notification of the authorities if a crime has been committed or if a threat of endangerment to others exists.  Threats to others that may not involve physical danger or that may involve immoral behaviors may also be made known to others.  These threats or immoral behaviors include instances of unrepentant sin remaining after the process of Matthew 18 has been followed.

C.      Dismissal of Members from the Church.

Members of the Church may be dismissed from the Church membership by vote of the Council of Elders if there is unrepentant sin. The dismissal of a church member may be made known to all church members.

D.     Reinstatement of Dismissed Members.

A person dismissed from the Church for disciplinary reasons may be reinstated to membership by approval of the Council of Elders if the person’s repentance is accepted as genuine by the Council of Elders.

E.      Right of Appeal.

Each member of the Church agrees that there shall be no right to appeal to any federal, state or municipal court or any governmental entity because of a discipline process or dismissal. A member who is under discipline by the Church, as defined in the previous paragraphs, forfeits and waives the right of removal in good standing from the Church.

F.       Presence on Premises of the Church.

Separate and apart from the process of church discipline, and at the discretion and approval of the Council of Elders a member who receives written notification from the Council of Elders may not be present upon church premises or at church activities for such a period of time as is deemed necessary for the safety and well-being of others. Such required absence may, but need not, be concurrent with church discipline of that person.  Willful failure to obey the notification from the Council of Elders shall be grounds for dismissal from the Church.

G.     Failure to Maintain Member Commitments.

Separate and apart from the process of church discipline, and at the discretion and approval of the Council of Elders, members who have not maintained all of the five commitments of church membership for a period of six months or longer may be dismissed as a member of the Church and may be asked to no longer attend the Church.

Section 8                 Reaffirmation of members.

Upon adoption of these bylaws in December, 2009 or thereafter, and upon adoption of any subsequent changes to this article, current members of the Church may be asked by the Council of Elders to reaffirm their commitments to the Church by signing an agreement reflecting the expectations established in this article.

Article VI

Church Officers

Section 1                 Elders

A.      Qualifications of Elders.

The governance of the Church shall be vested in elders who are either Non-vocational Elders approved by the members under these bylaws, or who are vocational elders by virtue of occupying the office of pastor under these bylaws.   Elders and nominees for elder shall be male members of the Church who are qualified for the office of elder as specified in the Bible. Relevant texts include I Timothy 3:1-7, Titus 1:6-9 and I Peter 5:1-4. Elder candidates are also required to be in agreement with all of the Church’s Doctrinal Statements of Faith in Article IV.

B.      Selection and Approval of  Elders.

1.      Except as provided under these bylaws for the selection of pastors, the Full Council of Elders shall nominate Elder candidates, examine them for doctrinal and character fidelity, and recommend them to the members for approval. 

2.      In the event there are no members of the Council of Elders in office, the nominations and approval for new Elders shall be made by the members at a meeting for which written notice of the meeting is distributed in church during a regular Sunday Worship meeting, by electronic media, and by mail at least two (2) weeks in advance and at which meeting a quorum of at least forty percent (40%) of the members vote.

3.      All pastors shall be deemed Vocational Elders and shall serve as elders for purposes of these bylaws as long as they are employed by the Church in the role of pastor.

4.      Non-vocational Elders must be approved by a majority of members voting, where a quorum of 40 percent of the members vote.

5.      Any slate of Non-vocational Elders presented to the members for approval shall include a sufficient number of candidates such that, if the entire slate is approved by the members, the number of Non-vocational Elders, when combined with those previously approved whose term has not expired, would be no less than 12, and would be no less than the number of vocational elders plus 1.  The maximum number presented for approval shall be determined by the Council of Elders based upon the needs of the ministry and the call and qualification of men in the Church.

C.      Responsibilities of Elders.

The fundamental responsibility of the Elders is to devote themselves to prayer and the Word. The Elders are responsible for governing the Church, teaching the Word and tending the flock of God in the Church. The responsibilities of the Elders shall include: examining prospective members and acquainting them with the Affirmation of Faith and member commitments, overseeing the process of Church discipline, governing and organizing the Church, examining prospective candidates for office, conducting worship services, administering the ordinances of the Gospel, equipping the membership of the Church for the work of the ministry, teaching the whole counsel of God both formally and informally, correcting error, overseeing, coordinating and promoting the ministries of the Church, mobilizing the Church for world mission, and engaging in personal evangelism.

D.     Term of Non-vocational Elders.

Non-vocational Elders approved by the members shall serve for three years. A Non-vocational Elder completing a three-year term may be approved by the members to one or more subsequent three-year terms, provided he has engaged in a process of evaluation and assessment at the end of each term.  The process of evaluation and assessment shall be as specified by the Council of Elders.

E.      Non-vocational Elder Sabbatical.

If the Council of Elders determines that a Non-vocational Elder needs an extended sabbatical for a season because of a legitimate need or circumstance (e.g., illness, tragedy), then that elder may be considered an inactive and non-voting elder for a set period of time as determined by the Council of Elders.

F.       Elder Resignation.

To resign from the office of Elder, an Elder must notify the Lead Pastor by letter, which shall then be distributed to the Council of Elders. If an elder resigns his position, he shall no longer be a member of the Council of Elders, effective with the effective date of his resignation.

G.     Discipline and removal of Non-vocational Elders.

Discipline and removal of Non-vocational Elders shall be consistent with the standards set by the Bible.  Whenever a grievance is made known by any member against a Non-vocational Elder of the Church either due to the adherence to and propagation of beliefs contrary to the beliefs of the Church or to alleged conduct on his part unfitting an Elder, such grievance may be brought before the Council of Elders by any two members in good standing. If the Council of Elders, after thorough investigation and consideration, believes the grievance to be true and substantial, then at a meeting of the Council of Elders called expressly for that purpose and at which a 75 percent voting quorum is present, one or more Non-vocational Elders may be removed from office, with or without cause, by the two-thirds vote of the Council of Elders.

Section 2                 Lead Pastor

A.      Qualifications of the Lead Pastor.

The Lead Pastor has a unique role as the primary leader, or, “first among equals” of the Church. He should ideally have seminary training and have significant professional experience. He shall also be a male who is qualified for the office of elder as specified in the Bible. Relevant texts include I Timothy 3:1-7, Titus 1:6-9 and I Peter 5:1-4. A candidate for Lead Pastor shall also be required to be in agreement with all of the Church’s Doctrinal Statements of Faith in Article IV.

B.      Selection, Approval, and Dismissal of the Lead Pastor.

1.      The calling of a Lead Pastor shall require recommendation by a four-fifths (4/5) majority of the Council of Elders, and approval by three-fifths (3/5) of the members voting with a 40 percent voting quorum, provided that written notice of the vote by members is distributed in church during a regular Sunday worship meeting, by electronic media, and by mail at least two (2) weeks in advance of the voting.

2.      Dismissal of the Lead Pastor shall require approval by a four-fifths (4/5) majority of the Non-vocational Elders on the Council of Elders, with vocational elders not eligible to vote on the matter, and approval by three-fifths (3/5) of the members voting with a 40 percent voting quorum, provided that written notice of the vote by members is distributed in church during a regular Sunday worship meeting, by electronic media, and by mail at least two (2) weeks in advance of the voting.

C.      Responsibilities of the Lead Pastor. 

The responsibilities of the Lead Pastor shall be recommended by the Executive Elder Board with approval by a four-fifths (4/5) majority of the Non-vocational Elders on the Council of Elders.

D.     Term of the Lead Pastor.

The Lead Pastor shall serve for an indefinite term, ended by resignation, death, retirement, or dismissal.

Section 3                 Associate Pastors.

A.      Qualifications of Associate Pastors.

Associate Pastors should ideally meet similar standards of education and experience as the Lead Pastor though not bearing his unique responsibility for the Church. Associate Pastors shall also be males who are qualified for the office of elder as specified in the Bible. Relevant texts include I Timothy 3:1-7, Titus 1:6-9 and I Peter5:1-4. Candidates for Associate Pastor shall also be required to be in agreement with all of the Church’s Doctrinal Statements of Faith in Article IV.

B.      Selection, Approval and Dismissal of Associate Pastors.

1.      Associate Pastors shall be recommended by the Lead Pastor and approved by a vote of the Non-vocational Elders of the Council of Elders. 

2.      Dismissal of any Associate Pastor shall be recommended by the Lead Pastor, after consultation with the Executive Elder Board, to the Council of Elders, and shall require approval by a majority vote of those eligible to vote on the dismissal.  Those eligible to vote on the dismissal shall be all Non-vocational Elders on the Council of Elders and the Lead Pastor.

C.      Responsibilities of Associate Pastors. 

As the name would imply, an associate pastor shall bear a major portion of the ministry responsibility in the Church and serve as a member of the pastoral team. The responsibilities of the Associate Pastors shall be recommended by the Lead Pastor with approval of the Executive Elder Board, in consultation with the Council of Elders.

D.     Term of Associate Pastors.

The Associate Pastors shall serve for an indefinite term, ended by resignation, death, retirement, or dismissal.

Section 4                 Treasurer

A.      Qualifications of the Treasurer.

The Treasurer shall be either a male or female member of the Church in good standing who is reasonably knowledgeable of the basic accounting and financial transactions and reports required for the orderly, legal and prudent operation of the Church.

B.      Selection, Approval and Dismissal of the Treasurer.

The Treasurer shall be recommended by the Executive Elder Board, and approved and annually reaffirmed by a majority of members voting, where a quorum of 40 percent of the members vote.  The Treasurer may be removed from office by the Executive Elder Board.  When the Treasurer is removed from office, the Executive Elder Board may immediately appoint another qualified member to temporarily fulfill the duties of the Treasurer, but not hold the office, until such time as a new Treasurer is approved by the members.

C.      Responsibilities of the Treasurer.

The primary responsibilities of the Treasurer shall be to oversee and report disbursements of the Church in an orderly, accountable manner, and to perform other financial and accounting duties as established by the Executive Elder Board.

D.     Term of the Treasurer.

The Treasurer shall serve for an indefinite term, ended by resignation, death, or dismissal, subject to annual recommendation by the Executive Elder Board and reaffirmation by the members.

Section 5                 Financial Secretary

A.      Qualifications of the Financial Secretary.

The Financial Secretary shall be either a male or female member of the Church in good standing who is reasonably knowledgeable of the basic accounting and financial transactions and reports required for the orderly, legal and prudent operation of the Church.

B.      Selection, Approval and Dismissal of the Financial Secretary.

The Financial Secretary shall be recommended by the Lead Pastor and the Executive Elder Board, and approved and annually reaffirmed by a majority of members voting, where a quorum of 40 percent of the members vote.  The Financial Secretary may be removed from office by the Executive Elder Board.  When the Financial Secretary is removed from office, the Executive Elder Board may appoint another qualified member to temporarily fulfill the duties of the Financial Secretary, but not hold the office, until such time as a new Financial Secretary is approved by the members.

C.      Responsibilities of the Financial Secretary.

The primary responsibility of the Financial Secretary shall be to oversee and report receipts of the Church in an orderly, accountable manner, and to provide supporters with necessary documentation for tax purposes. The financial secretary shall maintain confidential contribution records and shall provide information identifying specific amounts contributed by specific persons only to the Executive Elder Board, unless otherwise specifically approved by the Executive Elder Board. The Financial Secretary shall also perform other financial and accounting duties as established by the Executive Elder Board.

D.     Term of the Financial Secretary.

The Financial Secretary shall serve for an indefinite term, ended by resignation, death, or dismissal, subject to annual recommendation by the Executive Elder Board and reaffirmation by the members.

Article VII

Church Governance

For purposes of this article, the term “elder” shall mean all voting members of the Council of Elders.

Section 1                 Council of Elders. 

The primary governance of the Church shall be vested in a Council of Elders.

A.      Composition of the Council of Elders.

1.      The Council of Elders voting members shall be all Non-vocational Elders and all Vocational Elders occupying the offices of Lead Pastor and Associate Pastor.

2.      All Associate Pastors and Non-vocational Elders may attend all meetings of the Council of Elders unless specifically requested by the Lead Pastor not to attend a specific meeting due to the nature of issues to be addressed at that particular meeting. 

B.      Responsibilities of the Council of Elders.

The Council of Elders is charged with the spiritual oversight of the Church. The fundamental responsibility of the Council of Elders is to devote themselves to prayer and the Word, teaching the Word and tending the flock of God in the Church. This includes examining prospective members and acquainting them with the Affirmation of Faith and Church Covenant, overseeing the process of Church discipline, examining prospective Non-vocational Elders and pastors for office, conducting worship services, administering the ordinances of the Gospel, equipping the membership of the Church for the work of the ministry, teaching the whole counsel of God both formally and informally, correcting error, overseeing the pastoral care needs of the Church through a fellowship group structure, and mobilizing the Church for world mission.

C.      Authority of the Council of Elders.

The Council of Elders:

1.      Shall appoint, in the manner specified in Section 2 of this Article, the Elders to serve on the Executive Elder Board.

2.      May propose, for approval by the members, amendments to the Church’s Doctrinal Statements of Faith by a three-fourths (3/4) majority of all the voting members on the Council of Elders, provided that, if the office of Lead Pastor is occupied, the Lead Pastor votes with the majority.

3.      Shall vote to admit or remove members from the Church.

4.      May require that any action taken by the Executive Elder Board be brought before the Council of Elders for reconsideration.  Issues may be brought before the Council of Elders under this provision by a majority of all the voting members on the Council of Elders.  Any action taken by the Executive Elder Board may be modified or nullified by the Council of Elders by a three-fifths (3/5) majority vote of the Council of the Elders.

5.      All authority not specifically granted in these bylaws to an officer of the Church, the members of the Church, or to a governing body of the Church established in this article is granted to the Council of Elders unless the duties cannot be delegated by the Executive Council which is the Board of Directors as defined by Florida Law. 

6.      All authority not specifically granted in these bylaws may be delegated by the Council of Elders to the pastors, either individually or as a team under the authority of the Lead Pastor and his Associate Pastor designees. Such delegation of authority to the pastoral team may include:

a.      Developing the proposed overall vision for the church, to be approved by the Council of Elders.

b.      Establishing the ministry strategies to implement the overall vision for the Church, in consultation with the Council of Elders.

c.       Directing and managing the operations of the Church.

d.      Sunday worship leadership and oversight.

e.      The hiring and the termination of employees of the Church.

f.        The assignment of duties and responsibilities to employees of the Church. 

Any delegation of authority by the Council of Elders to the pastoral team shall not diminish the authority of the Council of Elders to take any action that is within its jurisdiction notwithstanding any prior delegation of authority.

D.     Voting and Quorum

Unless otherwise specified in these bylaws, for decisions on all matters coming before the Council of Elders for a vote, a simple majority vote with a voting quorum of 60 percent of the elders shall be required, with non-vocational elders comprising no less than a 60 percent majority of those elders voting..  Where a specified vote greater than a simple majority is required in these bylaws, or consent of the Council of Elders is required in these bylaws and no voting quorum is specified, the voting quorum shall be 100 percent.

E.      Meetings of the Council of Elders.

1.      Meetings of the Council of Elders shall be chaired by the Lead Pastor or his designee. 

2.      The Council of Elders shall ideally meet at least weekly for prayer, and as needed for pastoral care issues, elder retreats, and leadership meetings. 

3.      Any member of the Council of Elders may request a meeting of the Council of Elders to be scheduled for any purpose, and such meeting shall be held at a specified time and place subject to the consent of 60 percent of the elders.

4.      Official meeting minutes shall be taken and maintained by the Church for all Council of Elders meetings at which votes are taken.  The Council of Elders may delegate the responsibility to record the minutes to any elder or Associate Pastor.

5.      Elders may participate in a meeting by a conference telephone or similar communications equipment by which means all persons participating in the meeting can hear each other at the same time. Participation by such means shall be included when determining a quorum.

6.      An elder may vote in person, by mail, by electronic transmission, or by proxy in the form of a record delivered to the Council of Elders. Votes may be taken by mail or electronic transmission only if the name of each candidate and the text of proposals to be voted upon are set forth in the notice of the meeting or in an accompanying record that is either a tangible medium or an electronic transmission. A vote may be conducted by electronic transmission if an address, location or system to which the vote may be electronically transmitted is clearly designated and available to all elders. Elders voting by mail or electronic transmission are included for all purposes of quorum and counting of votes.

7.      Any action required or permitted to be taken by the Council of Elders may be taken without a meeting subject to the consent of 60 percent of the elders. Any such consent shall be inserted in the minute book as if it were the minutes of a Council of Elders meeting.

Section 2                 Executive Elder Board

A.      Composition of the Executive Elder Board.

1.      The Executive Elder Board shall be composed of the Lead Pastor and no fewer than 4 but no more than 7 additional elders, provided that Non-vocational Elders must comprise a simple majority of the Executive Elder Board.

2.      The elders serving on the Executive Elder Board shall be nominated by the Executive Elder Board and must be approved and annually reaffirmed by a majority vote of the Council of Elders. 

In case of resignation or removal of a Non-vocational Elder that causes the number of Non-vocational Elders on the Executive Elder Board to fall below a simple majority, the Council of Elders shall approve a replacement Non-vocational Elder as soon as practicable.

B.      Authority of the Executive Elder Board.

1.      The Executive Elder Board is authorized to:

a.      Provide organizational and financial oversight to the church.

b.      Provide accountability, counsel and care for the Lead Pastor.

c.       Change and adopt Articles of Incorporation consistent with these Bylaws.

d.      Establish policies and procedures necessary to manage the affairs of the Church in compliance with applicable laws and regulations.

e.      Prepare the detailed proposed annual operating and capital budgets, and prepare budget summaries for approval by the members at the annual business meeting.  The Executive Elder Board shall determine the appropriate level of budget item detail and the specific provisions that must be approved by the members at the Annual Business Meeting.

f.        Approve the annual salary and benefits of all pastors.

g.      Annually appoint a committee of non-vocational elders (“Independent Compensation Committee”) to determine compensation for vocational elders serving on the executive elder board. In so doing, the Independent Compensation Committee may consider duties, performance evaluations, compensation comparability data, and other relevant information. Vocational elders shall not vote regarding their salary and benefits, or any family member’s salary or benefits.

h.      Authorize the purchase, management and sale of all land, buildings or other major assets for use by the Church, and the construction of new buildings and major renovations of existing buildings, subject to the provisions of Article IX, Section 3, paragraph D., requiring approval of the members.

i.        Borrow money and make and issue bonds, notes, contracts and other evidence of indebtedness.

j.        Apply for and aid in the processing of all applications for patents and copyrights; receive or purchase patents and copyrights, inventions, processes and discoveries; hold, manage, use and develop the same; sell, license or otherwise dispose of the same; and collect royalties thereon.

2.      Unless otherwise specified in these bylaws, for decisions on all matters coming before the Executive Elder Board for a vote, a simple majority vote with a voting quorum of 60 percent shall be required, provided that a majority of those voting are Non-vocational Elders.

C.      Terms of Office on the Executive Elder Board.

A Non-vocational Elder shall serve on the Executive Elder Board for the lesser of three years or the remainder of his term as a Non-vocational Elder, and may succeed himself in office. To facilitate the orderly rotation of members of the Executive Elder Board, the terms of office shall be arranged as evenly as possible so that approximately one-third of the terms of office will expire at the end of each fiscal year. The term of office for each Non-vocational Elder shall begin on the first day of the fiscal year. Each Non-vocational Elder member shall hold office until his successor is chosen.

D.     Resignation.

Any Non-vocational Elder may resign from the Executive Elder Board at any time by delivering written notice to the Lead Pastor, or by giving written notice at any meeting of the Executive Elder Board.

E.      Removal.

At a meeting of the Council of Elders called expressly for that purpose and at which a 75 percent quorum is present, one or more Non-vocational Elders may be removed from the Executive Elder Board, with or without cause, by the two-thirds vote of the Council of Elders.  Removal as an Executive Elder Board member shall not automatically remove a person as a Non-vocational Elder from the Council of Elders.

F.       Meetings of the Executive Elder Board.

1.      Meetings of the Executive Elder Board shall be called as needed by the Lead Pastor or his designee, and chaired by the Lead Pastor or his designee.

2.      Official meeting minutes shall be taken and maintained by the Church for all Executive Elder Board meetings at which votes are taken.  The Executive Elder Board may designate any Associate Pastor or Non-vocational Elder to record the meeting minutes.  All meeting minutes shall be distributed as soon as practicable, but no later than 5 days after minutes have been approved or 45 days after any meeting at which votes are taken, whichever comes first, to all members of the Council of Elders.

3.      Members of the Executive Elder Board may participate in a meeting by a conference telephone or similar communications equipment by which means all persons participating in the meeting can hear each other at the same time. Participation by such means shall be included when determining a quorum.

4.      Members of the Executive Elder Board may vote in person, by mail, by electronic transmission, or by proxy in the form of a record delivered to the Executive Elder Board. Votes may be taken by mail or electronic transmission only if the name of each candidate and the text of proposals to be voted upon are set forth in the notice of the meeting or in an accompanying record that is either a tangible medium or an electronic transmission. A vote may be conducted by electronic transmission if an address, location or system in which the vote may be electronically transmitted is clearly designated and available to all elders. Elders voting by mail or electronic transmission are included for all purposes of quorum and counting of votes.

5.      Any action required or permitted to be taken by the Executive Elder Board may be taken without a meeting subject to the consent of 60 percent of the Executive Elder Board elders. Any such consent shall be inserted in the minute book as if it were the minutes of an Executive Elder Board meeting, and the minutes shall specify the elders giving consent and the means by which such consent was communicated.

Section 3                 Directors of the Corporation

A.      Designation of Directors.

For purposes of the articles of incorporation required to be filed with the Florida Department of State or successor entity designated by the state, the directors of the corporation shall be the Treasurer, the Financial Secretary, and a member designated by the Council of Elders.  The Executive Elder Board may designate any number of additional directors from among the elders.

B.      Authority of Directors.

The directors of the corporation are the only officers who have authority to execute legal documents relating to real estate, church property, and church finances in accordance with all applicable laws.

ARTICLE VIII

Meetings of the Church Members

Section 1                 Worship Meetings

Public services shall be held on Sunday, the Lord's Day. The pastoral team is charged with oversight and planning of Lord’s Day worship and administration of the sacraments.

Section 2                 Business Meetings

A.      Annual Business Meeting

An annual business meeting shall be held at any time in advance of the new fiscal year, including on a Sunday morning, for the purpose of presenting to the members the slate of proposed church officers and the proposed budget for the next fiscal year, and for any other business. Officers presented at the annual meeting and subsequently approved by the members shall assume their duties at the beginning of the new fiscal year. Notice of the annual business meeting shall be given from the pulpit during a regular Sunday worship service and by written notification, with the particular purposes of such meeting being clearly stated in the notice, at least two weeks prior to the meeting.  The Lead Pastor or his designee from among the members shall preside at the annual business meeting.

B.      Special Business Meetings.

The Council of Elders or the Executive Elder Board may call for a special meeting.  For any meeting at which votes of the members will be taken, notice of the meeting shall be given from the pulpit during a regular Sunday worship service and by written notification, with the particular purposes of such meeting being clearly stated in the notice, at least two weeks prior to the meeting. The Executive Elder Board shall designate an officer of the Church or a member to preside at any special business meeting.

C.      Voting of Members

1.      Unless otherwise specified in these bylaws, all matters subject to a vote of the members shall be decided by a majority of members voting, where a quorum of 40 percent of the members vote. 

2.      Votes of the members on the budget or church officers may be taken at the annual business meeting, at a special business meeting, or subsequent to such meetings during which the proposed budget or slate of officers was presented, and such vote shall be taken by means of written ballots made available to each individual member.  

3.      Votes of the members on any issues other than the budget or the church officers may be taken by written ballot or by a show of hands.

4.      All votes of the members shall have a deadline for voting of no later than two weeks following the duly noticed meeting where the issue was presented or two weeks following the conclusion of a two week notice that voting would be held.

Section 3                 Meeting to Reorganize the Church Government

The sole action which may be initiated by the members shall be to suspend the Council of Elders and the Executive Elder Board, temporarily assume authority, and reorganize the Church if the members deem the government of the Church to be ineffective and unresponsive to the Church body. In this circumstance, authorizing a resolution to reorganize shall require approval by a three-fourths (3/4) majority of the members present and voting, provided that notice of the meeting and copies of the resolution signed by one-third (1/3) of the members are distributed by mail to all members at least four (4) weeks in advance and that a voting quorum of at least sixty percent (60%) of the members is present at the meeting.

Article IX

Church Finances

Section 1                 General Provisions

A.      Charitable Purposes.

The Church shall operate exclusively for religious, charitable, and educational purposes within the classification of legal charities; and no part of the net earnings of the organization shall inure to the benefit of any private stockholder or individual; and no substantial part of the activities of the organization, or any receipt of its funds, shall be utilized for any other purpose except those purposes mentioned above.

B.      Compliance with Civil Authorities, Laws and Ordinances.

The Church shall handle affairs pertaining to property and other temporal matters as required by the civil authorities and in compliance with federal, state and local laws and ordinances.

C.      Prohibition Against Stocks and Dividends.

The church shall not have or issue shares of stock, and no dividends shall be paid.

D.     Prohibition Against Lending Money.

The church is prohibited from lending money to guarantee the obligation of a member or officer of the Church.

E.      Vested Rights of Members.

No member or officer of the Church has any vested right, interest or privilege in or to the assets, property, functions, or activities of the Church.

F.       Contracting with Members or Officers.

The church may contract for goods and services in due course, for reasonable consideration, with its members or officers without violating this section.

G.     Raising of Funds

No method of raising funds shall be entertained which is in conflict with the Scriptural ideals of the Church.

H.     Receipt of Funds

All funds received by the Church shall pass through the Church Financial Secretary and the Treasurer in order that due record may be made and credit given.

Section 2                 Contributions

It is understood that membership in the Church involves financial obligations to support the Church and its causes with regular and proportionate giving. Each member shall be encouraged in Scriptural giving, with tithing as the ideal minimum. Special offerings may be sought by the Church, or by any of its organizations, with the approval of the Executive Elder Board.

Section 3                 Financial Planning and Management

A.      Annual Budgets.

The financial planning and management of the Church shall be carried out through the adoption of and adherence to annual budgets for implementing the various programs of the Church.  The Executive Elder Board shall develop a proposed budget, to be approved by the members at a level of detail as the Executive Elder Board may deem appropriate, and such proposed budget must be approved by majority vote of the members with a voting quorum of 40 percent of the members.

B.      Expenditures Limited to Funds Available

The Executive Elder Board shall manage the finances of the Church and shall limit both the operational and capital expenditures of the Church to the funds available for such purposes during any fiscal year, notwithstanding the authority to spend up to the limits of the annual budget as approved by the members.

C.      Amendments to the Annual Budget.

1.      The annual budget may be amended by the Executive Elder Board, provided that the change or all cumulative changes do not increase the total budget as approved by the members by more than 10 percent (10%). 

2.      Any increase during the fiscal year to the total budget as approved by the members by more than five percent may be recommended to the members by the Executive Elder Board and approved by the Council of Elders, and approved by the members at a Special Business Meeting pursuant to the provisions for special business meetings and member voting specified in these bylaws.

D.     Transfer of Property

The Executive Elder Board may recommend and Council of Elders and the members shall approve the sale or purchase of real property or of any individual real property fixture or appurtenance, or any individual piece of equipment, with a current value that exceeds $1,000,000 on July 1, 2015 dollars as adjusted by the Consumer Price Index published by the United States Department of Labor, Bureau of Labor Statistics or successor federal entity.

Section 4                 Accounts

Financial receipts from all sources shall be accounted for by the Financial Secretary, and the Treasurer of the Church shall disburse these funds promptly according to the financial program of the Church as detailed in the budget or other authorized designations.

Article X

Indemnification

Section 1                 Powers of the Corporation

A.      Power to Indemnify.

The corporation may indemnify and hold harmless to the full extent permitted by applicable law each person who was or is made a party to or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or other proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal (hereinafter a “proceeding”), by reason of the fact that he or she is or was a pastor, elder, officer, employee or agent of the corporation or, being or having been such a pastor, elder, officer, employee or agent, he or she is or was serving at the request of the corporation as a pastor, elder, officer, employee, agent, trustee, or in any other capacity of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or omission in an official capacity or in any other capacity while serving as a pastor, elder, officer, employee, agent trustee or in any other capacity, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually or reasonably incurred or suffered by such person in connection therewith. Such indemnification may continue as to a person who has ceased to be a pastor, elder, officer, employee or agent of the corporation and shall inure to the benefit of his or her heirs and personal representatives.

B.      Power to Pay Expenses in Advance of Final Disposition.

The corporation may pay expenses incurred in defending any proceeding in advance of its final disposition (hereinafter “advancement of expenses”); provided, however, that any advancement of expenses shall be made to or on behalf of a director, pastor, elder, officer, employee or agent only upon delivery to the corporation of (a) a written affirmation of the director, pastor’s, elder’s, officer’s, employee’s or agent’s good faith belief that he or she has met the standard of conduct described in section 607.0830, Florida Statutes, and (b) a written undertaking, by or on behalf of such director, pastor, elder, officer, employee or agent, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such director, officer, employee or agent is not entitled to be indemnified under this Article or otherwise, which undertaking may be unsecured and may be accepted without reference to financial ability to make repayment.

C.      Power to Enter into Contracts.

The corporation may enter into contracts with any person who is or was a director, officer, employee or agent of the corporation in furtherance of the provisions of this Article and may create a trust fund, grant a security interest in property of the corporation, or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.

D.     Expansion of Powers.

If the FloridaBusiness Corporation Act or the Florida Not For Profit Corporation Act is amended in the future to expand or increase the power of the corporation to indemnify, to pay expenses in advance of final disposition, to enter into contracts, or to expand or increase any similar or related power, then, without any further requirement of action by the directors of this corporation, the powers described in this Article shall be expanded and increased to the fullest extent permitted by theFloridaBusiness Corporation Act and theFloridaNot For Profit Corporation Act, as so amended.

E.      Limitation of Powers.

No indemnification shall be provided under this Article to any such person if the corporation is prohibited by the Florida Business Corporation Act or the Florida Not For Profit Corporation Act or other applicable law as then in effect from paying such indemnification. For example, no indemnification shall be provided to any pastor, elder, officer, employee, or agent if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute:

1.      A violation of the criminal law, unless the pastor, elder, officer, employee or agent had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful;

2.      A transaction from which the pastor, elder, officer, employee, or agent derived an improper personal benefit;

3.      In the case of a pastor or elder, a circumstance under which the liability provisions ofsection 607.0834, Florida Statutes,  are applicable; or

4.      Willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a member.

Section 2                 Indemnification of Officers, Employees and Agents.

A.      Pastors and Elders.

The corporation shall indemnify and hold harmless any person who is or was a pastor or elder in this corporation, and pay expenses in advance of final disposition of a proceeding, to the full extent to which the corporation is empowered.

B.      Officers, Employees, and Agents.

The corporation, by action of its Council of Elders may indemnify and hold harmless any person who is or was an officer, employee or agent of the corporation, and provide advancement of expenses to the full extent to which the corporation is empowered, or to any lesser extent which the Council of Elders may determine.

C.      Character of Rights.

To the extent the rights of indemnification and advancement of expenses have been conferred by or pursuant to this Article, such rights shall be contract rights.

D.     Enforcement.

A Claimant shall be presumed to be entitled to indemnification and/or advancement of expenses under this Article upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the undertaking in Section 1.B above has been delivered to the corporation) and thereafter the corporation shall have the burden of proof to overcome the presumption that the Claimant is so entitled.

If a claim under this Article is not paid in full by the corporation within sixty days after a written claim has been received by the corporation, except in the case of a claim for advancement of expenses, in which case the applicable period shall be twenty days, the Claimant may at any time hereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part, the Claimant shall also be entitled to be paid the expense of prosecuting such claim. Neither the failure of the corporation (including the Council of Elders, the Executive Elder Board or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of or advancement of expenses to the Claimant is proper in the circumstances nor an actual determination by the corporation (including the Council of Elders, the Executive Elder Board, or independent legal counsel) that the Claimant is not entitled to indemnification or advancement of expenses shall be a defense to the action or create a presumption that the Claimant is not so entitled.

E.      Rights Not Exclusive.

The right to indemnification and advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or Bylaws of the corporation, agreement, vote of disinterested directors, or otherwise.

Section 3                 Insurance.

The corporation may purchase and maintain insurance, at its expense, to protect itself and anydirector, pastor, elder, officer, employee or agent of the corporation or any person who, while adirector, pastor, elder, officer, employee or agent of the corporation, is or was a director, pastor, elder, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Washington Business Corporation Act.

Section 4                 Survival of Benefits.

Any repeal or modification of this Article shall not adversely affect any right of any person existing at the time of such repeal or modification.

Section 5                 Severability.

If any provision of this Article or any application thereof shall be invalid, unenforceable or contrary to applicable law, the remainder of this Article, or the application of such provision to persons or circumstances other than those as to which it is held invalid, unenforceable or contrary to applicable law, shall not be affected thereby and shall continue in full force and effect.

Section 6                 Applicable Law.

For purposes of this Article, “applicable law” shall at all times be construed as the applicable law in effect at the date indemnification may be sought, or the law in effect at the date of the action, omission or other event giving rise to the situation for which indemnification may be sought, whichever is selected by the person seeking indemnification.  

Article XI 

Amendments

These bylaws may be amended upon recommendation of the Council of Elders and approval by a two-thirds (2/3) majority of the members voting with a 40 percent voting quorum, provided that copies of the proposed amendments are distributed in church during a regular Sunday Worship meeting or posted on the Church website, and distributed by mail to all members at least two (2) weeks in advance.