Proposed Church constitution changE

DRAFT

PREAMBLE

Since we believe that the local church should be led by the Holy Spirit, and that it is to do all things decently and in order, and we think it best to state in writing the order of the government of the body so that its members may better understand their duties, rights and responsibilities, and believing that it will promote harmony and good will; we have therefore adopted this constitution. 

ARTICLE 1

NAME AND AFFILIATION

1-1 Name

The name of this church shall be Open Door Baptist Church of Edenton, North Carolina (d/b/a Open Door Church), referred to further in this document as the Church. The mailing address of the church is: P.O. Box 1095, Edenton, North Carolina 27932. 

1-2 Autonomy

This Church shall be strictly independent, self-governing in all matters, and it shall not be under the direction, control or a member of any denomination, federation, or association, but shall be under the direct leadership of the Holy Spirit through its Lead Pastor and members. The Church may voluntarily fellowship and cooperate with other Churches for the furtherance of the gospel. 

1-3 Auxiliary Affiliation

No auxiliary groups shall organize in the name of the Church or as a related Church activity without receiving authority from the Church through the Lead Pastor.

ARTICLE 2

STATEMENT OF FAITH

1. We believe the Bible to be the only inspired, infallible, and authoritative Word of God.

2. We believe there is one God, eternally existent in three Persons: Father, Son, and Holy Spirit.

3. We believe in the deity of Jesus Christ; in His Virgin Birth; in His sinless life; in His miracles; in His vicarious and atoning death through His shed blood; in His bodily resurrection; in His ascension to the right hand of the Father; and in His personal return in power and glory.

4. We believe that for the salvation of lost and sinful humanity, regeneration by the Holy Spirit is essential, and that repentance from sin and acceptance of Jesus Christ as Lord and Savior is the only way to come into a relationship with God.

5. We believe in the present ministry of the Holy Spirit, by whose indwelling the Christian is enabled to live a godly life; we further believe His power and gifts are available to believers today.

6. We believe it is important to uphold the scriptural practices of the early church. Therefore, we hold to the practice of water baptism and the regular taking of Communion.  We do not believe that either of these practices is essential for salvation, but that they serve as a demonstration of our living faith in Christ.

7. We believe God, our Creator, established marriage as a sacred institution between one (1) man and one (1) woman and that the traditional definition of marriage has been established as a covenant between only one (1) man and one (1) woman for all of human history. (Further detailed in ARTICLE 20)

8. Purpose

2-1 - Statement of Purpose 

The purpose of this local church shall be: 

1. Know God.

2. Find Freedom.

3. Discover Purpose.

4. Make a Difference.

2-2 - Means of Promoting the Purpose 

To promote and fulfill the above purpose, this church shall engage in activities and conduct ministries which may include, but are not limited to: 

• worship services

• evangelistic services

• prayer meetings

• youth activities

• camp and retreat ministries

• online services via the web, app, and social media

• elementary and secondary day school

• Sunday school

• day-care center

• bus ministry

• missionary activities

• visitation ministries

• printing and distribution of literature

• music ministries

• nursing home ministry

• Bible institute

• college and/or seminary. 

These ministries shall not be considered as separate entities, but as integral parts of the Church's overall ministry. 

2-3 - Powers and Restrictions

Except as otherwise provided in these  Bylaws and to carry out the above-stated purposes, the Church shall have all those powers outlined 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 outlined 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 (1) 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 of 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 3

GOVERNING BODY

The Church is operated as a Corporation in accordance with the 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 4

CHURCH MEMBERSHIP

Membership in this Church shall be limited to individuals who have accepted the Lord Jesus Christ as their personal Savior and have been scripturally baptized. 

4-1 – Membership Requirements: 

1. Profession of faith in Jesus Christ as Savior and Lord.

2. Completion of Growth Track

3. Completed Membership Form

Restoration – An excluded member may be restored to membership upon confession of error and evidence of repentance.

4-2 - Dismissal of members: 

Members may be dismissed from the fellowship of this Church by reason of: 

1. Death. 

2. Discipline. 

i. Charges may be brought against any member of this Church when evidence exists suggesting that this member is guilty of propagating doctrine in violation of the statement of faith of this Church or of conduct contrary to the principles and policies of this Church, or of any action or belief not in accord with the teachings of the Holy Bible. Such charges must be made to the Lead Pastor and Elders in loving concern. The Lead Pastor and Elders shall then make a thorough investigation of the charges. If substantiated, every effort shall be made in accordance with the scriptures to reconcile the matter and to restore the offender to full fellowship (Matthew 18:15-17; Romans 16:17; I Corinthians5: 1-13, II Corinthians 2: 6-11, II Corinthians 6:14, 15; Galatians 6:1; I Thessalonians 5: 14; II Thessalonians 3: 6-15; I Timothy 5: 19, 20; I Timothy 6: 3-5; Titus 3: 10; etc.) 

1. The Church may terminate a person's membership only after an effort by the Pastor and Elders to bring about restoration to Christ has failed, and after a notice of and opportunity for a hearing before the Pastor and Elders has been given. 

2. A member formally accused by the Lead Pastor and Elders is automatically released from any office or position. 

3. Any excluded member can be readmitted to membership only after repentance and public confession of the sin(s) and by following the procedure for admission by restoration. 

4. Inactivity. 

5. Any member of the Church who has been absent from the regular services of the Church for three (3) months or more without being considered as providentially hindered shall be placed on an inactive roll. 

6. A member who is guilty of habitual, long, continued, unjustifiable absence from the services of the Church for nine (9) months or more automatically dismisses himself from the Church membership. 

7. Removal from the active or inactive Church roll and/or reinstatement to the active roll if and when an individual again becomes active shall be the responsibility of the Lead Pastor and Elders. 

ARTICLE 5

CHURCH GOVERNMENT

The Church seeks to be led by the Holy Spirit in all things. The Lead Pastor, the Lead Team, the Elders, the Officers, the Deacons, the Overseers, and the Members all have specific roles in the Church’s governance. 

(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 6.) 

(b) Role of the Lead Team: The Lead Team shall serve 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 7).

(c) Role of the Elders: The Elders 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 8). 

(d) 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 Paster, the Elders, or by such persons designated by the Elders or Lead Pastor (as described in Article 10).

(e) Role of the Deacons:  The Deacons are to serve the Church by being a servant to the pastor and the church and being in accordance with those certain roles and responsibilities as designated by the Lead  Pastor  (as described in Article 9). 

(f) Role of the Overseers: 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 11). 

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

ARTICLE 6

THE LEAD PASTOR:

PRESIDENT AND CHIEF EXECUTIVE OFFICER

6-1 - The Office of Lead Pastor: Dual and Concurrent Responsibilities

The Church finds its headship in the Lord Jesus Christ and 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. The qualifications of the Lead Pastor are those stated in 1 Timothy 3:1-7 and Titus 1:5-9. Concurrently, the Lead Pastor shall serve as the President and Chief Executive Officer of the Corporation and shall have plenary authority over and be responsible for directing all day-to-day business activities and operations of the Church. 

Because the  Church has two (2) simultaneous and complementary 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 a position to ensure 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.

6-2 - Duties and Responsibilities

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

1. Provide Biblical vision and direction for the congregation. 

2. Serve as the leader of the Church body of believers, the Church staff, all Church organizations, all Church ministries, and the Elders, to accomplish the New Testament purposes of the Church.

3. Define and communicate the Church’s vision and mission.

4. Administer and coordinate the day-to-day ministry to the congregation, administration, and operations of the Church.

5. Nominate and remove Overseers.

6. Appoint, direct, oversee, and remove Lead Team Members.

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

8. Select individuals who will help in the business operations of the Corporation.

9. Hire, direct, oversee, and terminate Church staff as he deems necessary to help administrate the affairs of the Church.

10. Endeavor to ensure that all official and duly authorized directives and corporate resolutions of the Elders are properly carried out. 

11. 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.

6-3 - Lead Pastor’s Spiritual Leadership

The Lead Pastor is responsible for the spiritual leadership of the Church. He is to fulfill his biblical obligations as pastor, bishop, and elder (1 Peter 5: 1-4). The Lead Pastor shall oversee the entire work of the Church and all related activities and organizations (Acts 20:28). No programs, policies, or activities of the Church shall function without the approval of the Lead Pastor (Hebrews 13:7, 17). In his role as  Lead Pastor,  he may work with the Elders, the Lead 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 ministries, 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 who can assist in what he deems necessary to properly carry on the work of the Church.

6-4 - Lead Pastor’s Role with Elders

The Lead Pastor shall serve as the Chairman of the Elders. He shall call the meetings and determine the agenda for all Elder meetings in consultation with the Elders. The Lead Pastor shall not (except under the circumstances described in Article 8-11) be entitled to cast a vote on matters before the Elders. 

The Lead Pastor shall have the exclusive right to make nominations of candidates from the Membership to serve as Elders and present his nominee to the Elders (as described in Article 8-2).

6-5 -  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, under Internal Revenue Service (“IRS”) guidelines for nonprofit organizations, determine and establish salaries and pay scales for all salaried employees (excluding his salary and that of his family members). The Lead Pastor’s final determination of salaries and pay scales shall be reviewed and approved annually by the Elders. 

6-6 - Church Discipline regarding the Lead Pastor

(a) Criteria for Discipline of Lead Pastor.  Should, in the opinion of two (2) or more Elders or two (2) or more members of the Lead 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 Elders or Lead Team Members shall contact the Lead Pastor and then, if necessary, the Overseers and request that the Overseer’s investigate 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 ongoing and future ministerial activities; the Overseers may undertake to discipline the 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, except as outlined in these Bylaws.

6-7 - Installation of New Lead Pastor

(a) The Confirmation Committee.  The Confirmation Committee shall have a role in the confirmation of a new Lead Pastor, as set forth below in (b) and (c), as described in Article 6-9. 

(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. 

Committee.  An affirmative vote of two-thirds (2/3) of the representatives then serving on the Confirmation Committee shall be required to confirm the selection of a new Lead Pastor for the Church.  If the Confirmation Committee does not confirm such a 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 (1) less than the total number of  Overseers.  The Overseers shall submit their nominee for the new Lead Pastor to the Confirmation Committee in writing, signed by the required number of Overseers. An affirmative vote of two-thirds (2/3) of the representatives serving on the Confirmation Committee shall act to confirm the new Lead Pastor of the Church.  If the Confirmation Committee does not confirm such a 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 (1) less than the total number of Overseers than serving, an acting Interim Lead Pastor who shall serve until 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 a Lead Team Member, Officer, Elder, or Overseer of the Church and shall not have any corporate rights, duties, or responsibilities to the Corporation.

6-8 - Term of Office of the Lead Pastor

The Lead Pastor shall be called to an indefinite term and shall continue in office until (1) he dies, (2) he resigns, or (3) termination by the Overseers (see Article 6-6b). In the case of resignation, thirty (30) days' notice shall be given. 

6-9 - Confirmation Committee 

In the event the Church is without a Lead Pastor, the Overseers will appoint a Confirmation Committee.  The Confirmation Committee will include the Overseers, the Lead Team, five (5) Elders, Campus Pastors, two (2) women, and two (2) youth (16-25 year olds).

1. When a candidate is contacted, he shall be given a copy of the Constitution, Employee Handbook, and Statement of Faith of this Church with which he must be in full agreement and so state to the Confirmation Committee before submitting candidacy for the pastorate of the Church. 

2. It shall be announced in the regular service following the candidate’s visit that a vote by ballot shall be taken the following Sunday at all campuses as to whether to call the candidate as lead pastor. Only one candidate shall be considered at a time. 

3. The candidate shall be called to the pastorate by an eighty percent (80%) vote of the qualified members voting. 

ARTICLE 7 

LEAD TEAM MEMBERS 

7-1 - Requirements and Biblical Qualifications to Be a Member of the Lead Team 

The Lead Team consists of the Lead Pastor and other tenured staff members who serve within the local Church and are regarded by the congregation as spiritual leaders of the Church. The Lead Team Members are seasoned members of the pastoral team at the Church, serving in a spiritual capacity. Lead Team Members shall not be Elders. They meet the Biblical qualifications for Lead Team Members and, in addition to their role as staff members, fulfill that calling. In addition to fulfilling their job duties, Lead Team Members are to covenant with the Lead Pastor for the development of the spiritual life of the Church and serve as the primary protectors and encouragers of a positive spiritual climate within the Church body. 

7-2 -  Responsibilities of Lead Team

The functions of the Lead 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 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 an investigation and, if necessary, potential discipline of the Lead Pastor in the event of a situation involving pastoral misconduct. 

7-3 - Number, Appointment, and Term of Lead Team Members

There shall be no less than five (5) Lead Team Members including the Lead Pastor. So long as the Lead Pastor is in Good Standing (as defined in Article 6-7 (b) herein), the Lead Pastor shall appoint persons to serve on the Lead Team at a rate that does not exceed one (1) new Member per year. The term of service for each Member of the Lead Team shall continue until he resigns, is deceased, or is removed under these Bylaws. 

7-4 - Resignation and Removal of Lead Team Members

A Member of the Lead 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 Team Members at any time, with or without notice and with or without cause. If disciplinary action is being considered or an investigation of the Lead Pastor is underway (as outlined in these Bylaws), then no change in the composition of the Lead Team shall be made until the Overseer’s work is completed and its findings are reported to the Elders. In the event of a vacancy by a Member of the Lead Team that causes the total number of Members of the Lead Team to be less than five (5), the Lead Pastor shall be given a reasonable amount of time to appoint a new person(s) to serve on the Lead Team. If the office of Lead Pastor is vacant, the individual who was duly elected as the Corporation’s Secretary/Treasurer may nominate or remove Lead Team Members, subject to the same limitations that would otherwise apply to nominations and removals by the Lead Pastor.  

ARTICLE 8

ELDERS

8-1 - Duties of Elders

The term “Elder” as used herein shall mean the Board of Directors as described by the Law. The Elders shall have the duties and the responsibilities generally associated with those 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 Elders and under the Law and these bylaws. Accordingly, the Elders shall have sole authority over the Church's corporate matters.

The duties of an elder include:

1. Handling of money donated to the Church (Acts 11:30)

2. Participating in the decision-making process (Acts 15:1-29; 16:4)

3. Providing servant leadership, not lordship, to the Church (1 Peter 5:3; 1 Timothy 5:17a)

4. Anointing and praying for the sick (James 5:14)

5. Operating in the gifts of the Spirit (1 Timothy 4:14)

6. In some cases, preaching and teaching the Word of God (1 Timothy 3:2; 5:17b; Titus 1:9)

7. In every case, giving shepherdly care to the flock (Acts 20:17-32; 1 Peter 5:1-4)

8. Work together, corporately and cooperatively, as a “body of elders” (1 Timothy 4:14)

9. Be responsible for the oversight and leadership of at least one area of ministry.

10. Sign legal documents for the Church campus.

8-2 - Number, Qualifications, Appointment, Term, and Resignation or Removal of    Elders

a. Number. There shall be not less than five (5) and no more than nine (9) Elders.

b. Qualifications. The qualifications of the Elder are those found in 1 Timothy 3:1-7. The life of the Elder and his family shall be one of godliness and spirituality. No one shall be considered for or serve as an Elder who is not in accord with the Statement of Faith of this Church. Elders shall not be employees of the Church, nor shall they be related by blood or marriage to any other Elder, the Lead Pastor, an Officer, or member of the Lead Team of the Church. 

c. Election. The Lead Pastor shall have the exclusive right to nominate individuals whom he deems qualified to serve as an Elder, based on the recommendations of each Campus Pastor, the Staff, and Elders. The Lead Pastor’s nomination of a new Elder shall not exceed the rate of one (1) new candidate every nine (9) months, except as in the case of a vacancy or vacancies causing the total number of Elders to be less than five (5). In the event of an Elder 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 under these Bylaws to serve as an Elder per these Bylaws. 

d. Term. The term of office for all Elders, except the Lead Pastor, shall be one (1) year; however, such Elders may serve consecutive terms without limitation. 

e. Resignation or Removal. Any Elder may resign at any time by giving written notice to the Church. Such resignation shall take effect on the date of the receipt of such notice, and acceptance of such resignation shall not be necessary to make it effective. The Lead Pastor may, upon written notice, remove Elders 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 Elders, subject to the same limitations that would otherwise apply to nominations and dismissals of Elders by the Lead Pastor. If a vacancy in both the Lead Pastor and the Secretary/Treasurer position occurs, then the Elders shall nominate and elect new Elders until one (1) or more of the positions are filled.

8-3 - Chairman of the Elders

The Lead Pastor shall serve and preside as the Chairman of the Elders, shall call the Elder 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 can attend the meeting, then the Elders shall elect a Chairman and proceed in order, keeping minutes of their actions for the corporate record. Any resolutions passed during an Elder meeting without the Lead Pastor or the Secretary/Treasurer present shall not take effect until the next properly called Elder’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 Elders and included in the corporate record book. 

8-4 -  Meetings

a. Regular or Special meetings. Regular or special meetings of the Elders may only be held either within or outside the State of North Carolina, but shall be held at the Church’s registered office in North Carolina 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 Elders, 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, whether regular or special, may be held by conference telephone or similar communication equipment, provided that all Elders participating in the meeting can simultaneously hear one another and participate in the discussion. All Elders shall be deemed to be present in person at a meeting conducted per the foregoing sentence. 

c. Notice Requirements for Regular or Special Meetings. A regular meeting of the Elders shall occur at least annually. Regular meetings of the Elders may be held without notice if the time and place of such meetings are fixed by a resolution of the Elders.

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

(1) Manner of Giving Notice. Notice of the date, time and place of special meetings shall be given to each Elder by one (1) 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 Elder or to a person at the Elder’s office or home who the person giving the notice has reason to believe will promptly communicate the notice to the Elder; (d) by faxed telecopy to the Elder’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 Elder or given at least twenty-four (24) hours before the time set for the meeting. 

(3) Notice Contents. The notice shall specify the date, time, and location of the meeting. However, the notice does not need to specify the meeting place 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 an Elder at a meeting shall constitute waiver of notice of such meeting, except where the Elder attends a meeting for the express purpose of objecting that the meeting is not properly called. 

8-5 - Action of Elders Without a Meeting

 Any action required or permitted to be taken by the Elders may be taken without a meeting if all of the Elders, 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. 

8-6 -  Quorum 

Unless otherwise provided for in these Bylaws, a majority of the number of Elders then in office shall constitute a quorum for the transaction of business at any meeting of the Elders. The Elders present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Elders leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Elders in attendance required to constitute a quorum. If a quorum is not present at any time during a meeting, a majority of the Elders present may adjourn and reconvene the meeting one (1) time without further notice. 

8-7 -  Proxies

 Voting by proxy is prohibited.

8-8 - Duties of Elders as 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 knows 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), concerning the Church or for 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. The Trustees are wholly subject to the will of the Church in regard to such matters as the purchase and sale of real estate and the procuring of loans and mortgages.

8-9 -  Delegation of Duties. 

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

8-10 -  Interested Parties

According to the Law and the provisions of Article 16 below, a contract or transaction between the Church and an Elder of the Church is not automatically void or voidable simply because the Elder, an employee, or other control party has a financial interest in the contract or transaction. 

8-11 -  Actions of Elders

The Elders 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 Elders present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Elders. An Elder who is present at a meeting and abstains from voting is considered to be present and voting to determine the decision of the Elders. The burden is on each Elder 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 Elders 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 Elders. 

8-12 -  No Compensation

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

8-13 -  Regular Audit

The Elders shall, so long as the annual Gross Receipts of the Church exceeds Two Hundred Fifty Thousand Dollars ($250,000.00) per year, obtain an audit performed by an independent public accounting firm under Generally Accepted Auditing Standards (GAAS), including financial statements prepared following Generally Accepted Accounting Principles (GAAP) once every three years.

ARTICLE 9

DEACONS

9-1 - Duties of Deacons

The duty of the deacon is:

• To be a servant to the pastors and the Church;

• Assist the pastors in building up the Church numerically, materially, and spiritually; 

• Visit the sick, the sorrowing, and the needy;

• Personally strive to win those who are lost to Christ;

• Pray for the pastors of the Church earnestly and continually;

• Strive in every way to help the pastors in the performance of scriptural duties;

• Assist in making proper provisions for the observance of the ordinances of the Church;

• Perform any other duties to which they are appointed by the Lead Pastor. 

9-2 - Number, Qualifications, Appointment, Term, and Resignation or Removal of    Deacons

a. Number. There shall be not less than twelve (12) Deacons for the Edenton Campus. Each additional campus will start its Deacon Board after being in existence for one (1) year. The minimum number of Deacons for each campus is three (3), and the suggested number should reflect one (1) Deacon per fifty (50) in average attendance.

b. Qualifications. The qualifications of the Deacon are those found in Acts 6:1-7 and 1 Timothy 3:8-13. The life of the Deacon and their family shall be one of godliness and spirituality. No one shall be considered for or serve as a Deacon who is not in accord with the Statement of Faith of this Church.  

c. Election. The Lead Pastor shall have the exclusive right to nominate individuals whom he deems qualified to serve as a Deacon, based on the recommendations of each Campus Pastor, the Staff, and Elders. The Lead Pastor’s nomination of a new Deacon shall not exceed the rate of one (1) new candidate every nine (9) months, except as in the case of a vacancy or vacancies causing the total number of Deacons to be less than the minimum establish for that campus as outlined in Article 9-2a. In the event of a Deacon 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 under these Bylaws to serve as a Deacon. 

d. Term. The term of office for all Deacons shall be one (1) year; however, such Deacons may serve consecutive terms without limitation. 

e. Resignation or Removal. Any Deacon 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 Deacons 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 Deacons, subject to the same limitations that would otherwise apply to nominations and dismissals of Deacons by the Lead Pastor. If a vacancy in both the Lead Pastor and the Secretary/Treasurer position occurs, then the Elders shall nominate and elect new Deacons until the positions are filled.

ARTICLE 10 

OFFICERS 

10-1 - Number, Appointment, Term, and Resignation or Removal of Officers

  a. Number. The Officers of the Corporation shall be a President (as described in Article 6), 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 6. 

The Secretary and/or Treasurer is to be nominated by the President and approved by a majority vote of the Elders. In the event the Elders 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 Elders. In the event that the President is unwilling or unable to nominate a Secretary/Treasurer, then the Elders shall nominate a Secretary/Treasurer and approve such nominee by a majority vote of the Elders. The office of Secretary must be held by an Elder of the church.

The President shall appoint all other Officers of the Church. The Elder Board will serve as Officers for the Church unless otherwise appointed by the President.  In the event that the President is unwilling or unable to nominate an Officer, then the Elders shall nominate an Officer and approve such nominee by a majority vote of the Elders. 

c. Term. The Lead Pastor shall be the President until he resigns or is removed in accordance with Article 6, and a new Lead Pastor is installed in accordance with Article 6. 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 Elders shall, by majority vote, elect a Elder 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 Elders. 

10-2 - Powers of Officers 

a.    President. The duties and responsibilities of the President are listed in Article 6 above. 

b.    Treasurer. The Lead Pastor shall appoint, with the Elders’ approval, 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 Elders; (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 Elders; (h) if required by the Elders, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Elders; 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 Elders 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 Elder, Officer, Overseer, Lead Pastor Lead Team Member, Church member and employee of the Church; (f) perform duties as assigned by the Lead Pastor or by the Elders; 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. 

10-3 - 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 Elders, 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 

11-1 -  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 the 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). 

11-2 - 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 6-6 a, and if any, the resulting discipline of the Lead Pastor, up to and including his removal as set forth in Article 6. 

11-3 - Number, Appointment, and Term of Overseers

There shall be no less than three (3) Overseers. So long as the Lead Pastor is in Good Standing (as defined in Article 6 herein), Overseers shall be nominated by the Lead Pastor, in consultation with the Lead Team Members, and confirmed by a majority vote of the Elders, 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. 

11-4 - 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 Elders. In the event of a vacancy by an Overseer that causes the total number of Overseers to be less than five (5), the Lead Pastor shall be given a reasonable amount of time to nominate a new Overseer, in consultation with the Lead Team Members, to be confirmed by a majority vote of the Elders. 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 Elders and Lead Team Members.

ARTICLE 12

BUSINESS MEETINGS AND ELECTIONS

12-1 - Nominating Committee

The Elders shall serve as the nominating and voting committee for all campus and Church-wide offices. 

12-2 - Annual Vision Night

An annual Vision Night shall be scheduled for the first (1st) Wednesday night of December. If circumstances warrant, an alternative date may be designated by the Lead Pastor. In such case, proper notice shall be given. This meeting shall include an account of the past year’s revenue and spending, a report of newly elected Officers and the adoption of the coming year’s Church budget. 

ARTICLE 13 

MINISTERIAL ORDINATION 

13-1 - 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 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 13. Those applicants who are approved shall receive a certificate evidencing the approval. 

c. Limits of Service. The Ordination and Commissioning of any minister by the authority of this church is valid only while said minister is under the employ of this church or attending and in good standing with the church. 

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.

ARTICLE 14 

DISSOLUTION 

14-1 - Dissolution and Distribution of Property

a.  The Church shall hold, own, and enjoy its own personal and real property, without any right of reversion to another entity, except as provided in these Bylaws. 

b.  “Dissolution” means the complete disbanding of the Church so that it no longer functions as a congregation or as a corporate entity. Upon the dissolution of the Church, its property shall be applied and distributed as follows: (1) all liabilities and obligations of the Church shall be paid and discharged, or adequate provision shall be made therefore; (2) assets held by the Church upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; (3) assets received and not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one (1) or more domestic or foreign corporations, societies, or organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law or the corresponding provision of any foreign jurisdiction in the case of a foreign corporation), and are engaged in activities substantially similar to those of the Church; this distribution shall be done pursuant to a plan adopted by the Trustees; and (4) any assets not otherwise disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Church is then located, for such purposes and to such organizations as said court shall determine, provided such organizations are in agreement with the Church’s Statement of Faith and basic form of government. 

ARTICLE 15 

WHISTLEBLOWER POLICY 

15-1 -  Purpose

The Church requires all of its Elders, Officers, Lead Team Members, Deacons, 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 an Elder, Officer, Lead Team Member, Deacon, employee, or volunteer of the Church reasonably believes that the Church, by and through its Elders, Officers, Lead Team Members, Deacons, 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 Elders of the Church. This Whistleblower Policy (“Policy”) is intended to encourage and enable employees and others to raise serious concerns within the Church prior to seeking resolution outside the Church. 

15-2 - Procedure

a.   Reporting Responsibility. It is the responsibility of all of the Church’s Elders, Officers, Lead Team Member, Deacons, 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 an Elder, Officer, Lead Team Member, Deacon, 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 Elder, Officer, Lead Team Member, Deacon, 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 Elders. Elders are required to report suspected violations directly to the entire Elder Board. 

d.   Accounting and Auditing Matters. The Elders shall address all reported concerns or complaints regarding corporate accounting practices, internal controls, or auditing. The Elderss 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 Elder to whom the complaint was made shall provide the complaint to the entire Elder Board. The Elders 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 Elder Board shall receive a report on each complaint and a follow-up report on action taken. 

g.   Handling of Reported Violations. The Elder 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 they have been retaliated against in violation of this Policy shall follow the same procedures as they did when they filed the original complaint. 

15-3 - 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. 

d.   Malicious Allegations. The Elders recognize that intentionally untruthful, malicious, erroneous, or harassing allegations would be damaging to the mission, integrity, and morale 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 16 

CONFLICT OF INTEREST POLICY 

16-1 -  Purpose 

The purpose of the conflict of interest policy is to protect the Church’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Elder or Officer of the Church, or might result in a possible excess benefit transaction. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations and is not intended as an exclusive statement of responsibilities. 

16-2 - Definitions

a.   Interested Person. Any Elder or principal Officer of the Church 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. 

16-3 -  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 Elderss. 

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 Elders’ meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Elders 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 Elders’ 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 Elders may, if appropriate, appoint a disinterested person or Committee to investigate alternatives to the proposed transaction or arrangement.

(3) After exercising due diligence, the Elders shall determine whether the Church can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 

(4) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Elders shall determine by a majority vote of the disinterested Elders whether the transaction or arrangement is in the Church’s best interests, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision whether to enter into the transaction or arrangement. 

d.   Violations of the Conflicts of Interest Policy. 

(1) If the Elders 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 Elders determine the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. 

16-4 -  Records of Proceedings

The minutes of the Elders 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 Elder’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. 

16-5 - Compensation 

a.   A Elder 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 Elder 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

AMENDMENTS

This constitution may be amended or revised by a two-thirds (⅔) majority vote of all Elders, Deacons, and Staff, providing that notice has been given of the anticipated amendment(s) in at least two (2) consecutive regular meetings of each group and that the proposed amendment(s) have been made available to the Elders, Deacons, and Staff  at least two (2) weeks prior to those meetings. 

ARTICLE 20

MARRIAGE POLICY

20-1 - Definition of Marriage

We believe that because God our Creator established marriage as a sacred institution between one (1) man and one (1) woman,  the idea that marriage is a covenant only between one (1) man and one (1) woman has been the traditional definition of marriage for all of human history (“Traditional Definition of Marriage”). Because of the longstanding importance of the Traditional Definition of Marriage to humans and their  relationships and communities, and, most importantly, the fact that God has ordained  that  marriage be between one (1) man and one (1) 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,” this Church hereby creates this policy, which shall be known as the “Marriage Policy.” 

 Under this Church’s Marriage Policy, the Traditional Definition of Marriage is the only definition of marriage that will be recognized or accepted. No director, Elder, Trustee, Officer, Overseer, employee, servant, agent, or any person, corporation, organization, or entity under the direction or control of this Church shall commit any act or omission, or make any decision, whatever, that would be inconsistent with, or that could be perceived by any person to be inconsistent with, full support of this Church’s Marriage Policy and strict adherence to the Traditional Definition of  Marriage rather than any alternative to the Traditional Definition of Marriage. 

This Church’s Marriage Policy specifically prohibits acts or omissions, including but not limited  to  permitting  any  Church  assets or  property,  whether  real  property, personal property,  intangible  property,  or  any  property  or  asset  of  any  kind  that  is  subject  to  the direction or control of the Church, to be used in any manner that would be or could be perceived by any person to be inconsistent with this Church’s Marriage Policy or the Traditional  Definition of  Marriage,  including but not limited to permitting any Church facilities to be used by any person, organization, corporation, or group that would or might use such facilities to convey,  intentionally or by implication,  what might be perceived as a favorable impression about any definition of marriage other than the Traditional 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.

20-2 - Common Law Marriage Policy

In no case shall persons be accepted into Church membership and/or Church employment that are known to be living in: (i) a common-law state of matrimony; or (ii) a manner inconsistent with the Church’s teaching on marriage or sexuality pursuant to these Bylaws.

20-3 - Sexuality Policy

Sexuality and the divinely prescribed boundaries for the expression thereof are covered clearly in the Holy Scriptures, which limit sexual expression to the marital relationship of one (1) man with one (1) woman.  Homosexual acts,  adultery, bestiality, and all forms of fornication are categorically condemned in the  Holy  Scriptures. See 1 Corinthians 6:18; 1 Thes. 4:3; Rom. 1:26-27; Prov. 5:3-5, 8-13; 7:21-27; Gal. 5:19; Exodus 20:14;  Deut.  5:18;  Matt.  5:27;  19:18;  Luke  18:20;  Rom.  13:9;  James  2:11;  Lev.  20:10-21;  1 Corinthians 10:8;  and  6:18;  Jude 7.  Furthermore,  this Church believes that sexuality is assigned by God at birth, whatever that may be, and the Holy  Scripture does not permit an individual to alter their sexual identity physically or otherwise.  See Deut. 23:1.

20-4 - Bathroom Policy

Consistent with the Church’s sincerely held religious beliefs,  gender specific bathroom facilities may only be utilized consistent with the gender assigned at birth and not gender identity or expression. Optional family (non-gender-specific) bathrooms may also be made available.