BYLAWS [NAME OF CHURCH]

Transcription

1 BYLAWS OF [NAME OF CHURCH] An Arizona Nonprofit Religious Corporation ARTICLE I LOCATION OF OFFICES The name of this corporation is [Name of Church]. It is a Arizona nonprofit religious corporation with principal offices in [City of Church], [State of Church]. ARTICLE II CHURCH STRUCTURE This church has been incorporated in the State of Arizona for legal purposes, but said incorporation shall, in no way, interfere with the spiritual organization of the local church as defined more specifically in Faith and Practice, as adopted by Evangelical Friends Church Southwest, as the same may be modified from time to time ("Faith and Practice"). If there is any discrepancy between Faith and Practice and this document, the terms contained in Faith and Practice shall be controlling. God only has one will. When the members or elders do not agree, someone is confused, and obviously it is not God. Therefore, as is more specifically set forth in Faith and Practice, it is the practice of this church to make decisions by Consensus, after prayerful consideration. Nothing in these Bylaws is meant to modify this practice, which is designed to arrive at an agreement as to what the will of God is in any particular matter; references herein to "voting" simply set forth the minimum legal requirements to be followed. 1

2 ARTICLE III DEFINITIONS The church has an historical method of operations, and uses terms that may differ from those commonly used by other churches. In addition, as noted above, the practice of the church is to use a method of making decisions that the church believes will best lead to determining the will of God, which is not always easily described in legal terminology. The following is provided to clarify the terms that may be used in this document. Section 3.1 Clerks. The church officer referred to as the Clerk of Ministry and Counsel or Chair of the Elder Board holds the office that might, in other organizations, be referred to as the Chair of the Board. The Clerk of the Meeting, sometimes referred to as the Presiding Clerk, chairs the meetings of members. The Recording Clerk might, in other organizations, be referred to as the Secretary. Section 3.2 Consensus. This refers the Substantial Unity about a business matter that emerges after prayerful discussion of the issue. Sometimes, it is called the sense of the meeting (see below). Consensus in Friends business differs from its secular counterpart in that the Holy Spirit brings the group to a sense of discerning God s will rather than finding mere human compromise. Section 3.3 EFCSW. Evangelical Friends Church Southwest is the legal name of the denomination to which this church belongs. It was originally California Yearly Meeting of Friends Church, and later changed to Friends Church Southwest Yearly Meeting. Section 3.4 Ministry and Counsel (Elders/Board of Elders). Ministry and Counsel is the collective gathering of the church leaders, which might, in other organizations, be described as the board of directors. It is also referred to in these bylaws as the board of elders. Section 3.5 Representatives. These are the delegates assigned from each local church to conduct the business of EFCSW. They meet jointly at least once a year and serve as the final authority for business decisions. Section 3.6 Sense of the Meeting. A synonym for Consensus in decisionmaking, with the understanding that the perception of unity comes from God s guidance and not from human compromise. In Friends business meetings the Clerk of the Meeting, or the Clerk of Ministry and Counsel or Chair of the Elder Board, tries to discern and state the sense of the meeting following prayerful discussion by the participants, but before calling for approval of the action. 2

3 Section 3.7 Stand Aside.Decisions do not need to be unanimous, but they do need Substantial Unity. Those who disagree with an action, but who are in the minority, may stand aside, that is, they may allow the action to be adopted without their agreement. Section 3.8 Substantial Unity. This is the measure of unity necessary to approve any decision in a Friends meeting for business. It does not mean unanimous, but it does mean that the overwhelming majority of the group is strongly united in believing the proposed action is God s will. Section 3.9 Yearly Meeting. The Yearly Meeting is the highest unit of authority in the structure of Friends business meetings, the annual meeting of the Representatives. The term also refers to the geographical area where EFCSW churches are located. Occasionally it is used for the Friends denominational headquarters for a given region. ARTICLE IV PURPOSE This corporation is a nonprofit religious corporation and is not organized for the private gain of any person. It is organized under the Arizona Nonprofit Corporation Act exclusively for religious purposes. The specific purposes for which this corporation is organized are religious ones, to wit: To create, establish, and operate an Evangelical Friends Church under the ultimate direction of Evangelical Friends Church Southwest, including without limitation, to proclaim Christ, to bring people to know him, to take Christ into the world, to provide a place for public worship, religious training and education where this can occur, and to otherwise encourage and aid the growth, nurture, and spread of the Christian religion, and to render Christian service, both material and spiritual to the sick, the aged, the homeless and the needy, as the Lord directs. In carrying out such purposes, to serve the Evangelical Friends Church Southwest, its congregations, institutions, agencies, and members, to contribute or otherwise assist these and other corporations, organizations, and institutions carrying on such activities which are consistent with the purposes of this corporation, and to take such other actions assisting the work of Evangelical Friends Church Southwest as are consistent with these purposes. To acquire by purchase or gift, such property whether real or personal to facilitate the foregoing purposes, and to have and exercise all other powers, rights and privileges granted by the State of Arizona. The recital of these purposes as contained in this paragraph is intended to be exclusive of any and all other purposes, this corporation being formed for such religious purposes only. 3

4 ARTICLE V MEMBERSHIP Section 5.1 Members. The members of this corporation shall consist of those who have complied with the requirements set forth in Section 5.2 of this Article, have properly presented themselves for membership in accordance with the procedures determined by the Elders, and who have been enrolled as members on the membership roster. No person may hold more than one membership. Membership in this corporation shall not vest in any member any distributions from the corporation during the existence of the corporation but shall only entitle the member to participate in meetings of the members. Membership shall not be transferable by any member, nor shall membership vest to any personal representative, heir or devisee. Section 5.2 Requirements for Membership. To be a member, an individual must meet the qualifications for membership as set forth in Faith and Practice; specifically, the individual must: a. declare and demonstrate his/her faith in Christ Jesus as his/her personal Savior and Lord; b. be in agreement with the teachings of faith taught in the Scriptures and held by Evangelical Friends Church Southwest; c. agree, to the best of his or her ability, to meet the expectations of members; d. endeavor to attend worship regularly and participate in other meetings of the church; e. contribute cheerfully to the expenses of the church and for the spreading of the Gospel to the world; f. serve with their time, talent and spiritual gifts in ministry to others as God instructs, watching over others in care and prayer and offering and when they are in sickness or distress; 4

5 g. seek to be loving and courteous in speech, be slow to take offense, and be always ready for reconciliation; always ready to cooperate with the leadership of their church and the proceedings of Evangelical Friends Church Southwest; h. endeavor to maintain regular times of personal prayer and Bible study, provide their children with Christian instruction, and seek the salvation of others; i. endeavor to live above reproach in the world; be just in their dealings and exemplary in their conduct, and avoid practices harmful to their personal witness and to the testimony of their church; and j. if the member moves beyond commuting distance from this church, seek the Lord's guidance about uniting with another church where he/she can carry out the spirit of this fellowship and the principles of God's Word. Section 5.3 Removal of Members. Membership of any member shall cease upon the happening of any of the following events: a. The member's death; b. The member's resignation or letter of transfer; c. The determination by the Board of Elders that said member has ceased to maintain an active involvement in the affairs of the corporation (e.g. nonattendance at church activities for 12 months or more), or is spiritually disqualified. Any member so removed has the right to appeal in the manner described in Article XI of these Bylaws and the guidelines outlined in Faith and Practice. Section 5.4 Discipline of Member. All members of the local church, by applying for membership, have agreed to submit themselves to church discipline as defined by the New Testament Scriptures. Church discipline shall be pursued by this corporation as necessary to fulfill its purpose as a New Testament church. Such church discipline may result in such consequences as loss of participation in business meetings, removal from membership, and as a last resort, disfellowshipping of the disciplined individual. See Article XI of these Bylaws and the guidelines outlines in Faith and Practice. 5

6 Section 5.5 Place of Meetings. Notwithstanding anything to the contrary in these Bylaws, any meeting whether regular, special or adjourned of the members of this corporation may be held at any place within or without Arizona which has been designated by the Board of Elders ("Elders"). Section 5.6 Regular Annual Meetings. The regular annual meeting of the members shall be held at the principal office of the corporation (as the same shall be from time to time designated in the minutes of the Elders) at [Time of meeting] on [the first Sunday in September] of each year, if not a legal holiday and if a legal holiday, then on the next succeeding Sunday not a legal holiday. The Elders may designate a different time, date and/or location, in which case notice must be given in the manner specified for special meetings. At the regular annual meeting, the members shall consider reports of the affairs of the corporation, and transact such other business as may properly be brought before the meeting, including but not limited to: a. Approval of Elders of the corporation to serve for the ensuing year and until their successors are selected and qualified; b. Approval of the Clerk of Meeting; c. Approval of the annual budget; and d. Affirmation of the nominations for other offices. Section 5.7 Special Meetings. Special meetings of the members may be called at any time by order of the Recording Clerk, or of two or more members of the Board. If a member wishes to request a special meeting, this request must be submitted to the Board of Elders for approval. Section 5.8 Notice of Meetings. Notice of meetings of members must be announced at a regular church service at least seven (7) days before the time fixed for holding the meeting. If determined to be appropriate by the Board, written notice of meetings of members may also be given personally or by mailing by first class, registered or certified mail, to each member, at his last known address, postage prepaid, a notice of the meeting at least ten (10) days but not more than sixty (60) days before the time fixed for holding the meeting. 6

7 Notice of any meeting of members shall specify the place, the day and the hour of meeting, and, in the case of a special meeting, the general nature of the business to be transacted. Only business, the general nature of which is specified, may occur at a special meeting. Section 5.9 Quorum. At all meetings of the members, whether regular, special or adjourned, those present in person at the meeting shall constitute a quorum for the transaction of business, except that for a quorum to be present the Clerk of the Meeting must also sense that there is a substantial representation and unity to discuss and reach Consensus on the items for which the meeting was specified. Section 5.10 Adjournments. Any business which might be done at a regular meeting of the members may be done at a special or at an adjourned meeting. If the Clerk of the Meeting senses that no quorum is present at any meeting of the members, such meeting may be adjourned by those present from day to day or from time to time until a quorum is obtained or the Clerk of the Meeting senses that there is a substantial representation and unity to discuss and reach Consensus on the items for which the meeting was specified. In that case, no notice need be given of the adjourned meeting. Section 5.11 Waiver and Consent. The transaction of any meeting of members, however called or noticed shall be as valid as though conducted at a meeting duly held after regular call and notice, if the Clerk of the Meeting senses that a quorum is present, and if either before or after the meeting, each of the members, not present in person, signs a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes of the meeting. Any action that may be taken at a meeting of the members, may be taken without a meeting if authorized by a writing signed by all the members who would be entitled to participate in the business of the meeting for such purpose, and filed with the Recording Clerk of the Corporation. Section 5.12 Participation in Business Meetings. Business meetings are to be held in the spirit of worship, seeking to perceive and to do God's will. Time is permitted for careful consideration and participation by members present. When it seems to the Clerk of the Meeting that the meeting has 7

8 reached a decision, he or she will state what appears to be the "sense of the meeting." The Clerk of the Meeting will ask for a verbal approval and if it is approved, such approval will be recorded in the minutes. Actions are approved only when the group can proceed in Substantial Unity. If the Clerk of the Meeting senses a time of unproductive discussion, he or she may call for a time of quiet prayer. The item may be postponed or referred to a committee if there is still not a sense of unity. If a minority of the members disagree with the majority, they may choose to "stand aside", in order to allow the meeting to reach a decision. We believe in both individual and corporate guidance; yet corporate guidance takes precedence over individual guidance in discerning the Consensus or sense of the meeting. Only persons whose names stand on the membership records of the corporation on the day of any meeting of members shall be entitled to participate in the decision making process of such a meeting. From time to time, non-members may have voice during the discussion but may not participate in the decision making process of such a meeting. Participation privileges of a member may be disallowed by the Elders if it is found that the member has ceased to be active or if the member has become subject to church discipline, or has otherwise ceased to qualify as a member as set forth in Section 5.2 of this Article. Any disputed case shall be decided by the Elders, giving consideration to these elements. Section 5.13 Proxies. Every member entitled to participate or execute consents must be present at the time of the meeting. No proxies are allowed. Section 5.14 Powers Reserved To The Members. In addition to any powers of the members specifically set forth in these Bylaws or reserved to the members by the Arizona Nonprofit Corporations Act, the following activities: Calling or dismissing the Pastor, approving the annual budget, purchasing or selling real estate property, approving major building projects, incurring long-term indebtedness, and incurring of debts in excess of $.00, either secured or unsecured, may not be contracted or incurred by the Elders, unless and until submitted to the members for affirmation, at a meeting, duly called and held. These essential business actions, along with any others specifically listed in Faith and Practice require affirmation by the members. 8

9 ARTICLE VI ELDERS (Ministry and Counsel) Section 6.1 Powers. Subject to limitations of the Articles and these Bylaws and of pertinent restrictions of the Arizona Revised Statutes, all the activities and affairs of the corporation shall be exercised by or under the direction of the Board of Elders (also known as Ministry and Counsel). Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws: a. To select and remove all the officers, agents and employees of the corporation, prescribe such duties for them as may not be inconsistent with law, with the Articles of Incorporation, or with these Bylaws, fix the terms of their offices and their compensation and in their discretion require from them security for faithful service. b. To make disbursements from the funds and properties of the corporation as are required to fulfill the purposes of this corporation as are more fully set out in the Articles of Incorporation, and generally to conduct, manage and control the activities and affairs of the corporation and to make rules and regulations not inconsistent with law, with the Articles of Incorporation or with these Bylaws, as they may deem best. c. To adopt, make and use a corporate seal and to alter the form of such seal from time to time as they may deem best. d. To borrow money and incur indebtedness for the purposes of the corporation and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor. e. To the extent permitted by the exempt status of the organization, to carry on a business at a profit and apply any such profit that results from the business activity to any activity in which it may legally engage. 9

10 Section 6.2 Number of Elders. The authorized number of Elders of the corporation shall be not less than four (4) and not more than (_), with the exact number to be determined from time to time by the Elders until changed by an amendment of the Articles of Incorporation or by an amendment to these Bylaws. The number may be changed by the affirmation or written assent of the members entitled to participate. Section 6.3 Selection and Tenure of Office. The Pastor shall serve as an Elder by virtue of his/her position. Thirty-Three percent (33%) of the remaining Elders shall be selected at each annual meeting of the members. Each selected Elder shall serve for a period of three (3) years and until a successor has been selected and qualified. If an annual meeting is not held or the Elders are not selected at such meeting, the Elders may be selected at any special meeting of members held for that purpose. No selected Elder shall serve more than two full consecutive terms without a sabbatical of at least one year. Section 6.4 Qualifications. Each Elder must be a member of the Church in good standing and be called of God to spiritual leadership as an elder (see Ephesians 4:12). Each Elder must also meet the spiritual qualifications of an elder as set forth in 1 Timothy 3:1-13; Titus 1:5-9, and must sign a statement that he/she believes, without reservation, in the biblical beliefs of this corporation, and will evidence this belief in his/her daily life. Violation of this provision is grounds for removal. Section 6.5 Removal of Elders. An Elder may be removed from office if any of the following has been found to have occurred: a. The Elder misses three (3) or more consecutive board meetings or three (3) meetings in a calendar year without cause. b. The Elder becomes physically incapacitated or the Consensus of the Board is that he or she is no longer able to serve. c. The Consensus of the Board is that he/she has become spiritually unqualified to serve. 10

11 d. An undisclosed and/or unapproved conflict of interest is found to exist between the Elder and the corporation. e. The Elder is found to have engaged in activities that are directly contrary to the interests of the corporation. f. The Elder is found to be engaged in the misrepresentation of the corporation and its policies to outside third parties, either willfully, or on a repeated basis. g. A Consensus is reached by the Elders who meet the qualifications set forth in Section 6.4 determine that the Elder has not continued to meet these qualifications. Before any such removal occurs, the Elder will be advised of the allegation and the basis for the same, and will be given an opportunity to present any contrary evidence, or explanation he or she may have to the Board. The need for removal must be the Consensus of all of the Elders other than the Elder being removed. Any Elder so removed has the right to appeal to a group of persons identified in Article XI of these Bylaws. Section 6.6 Resignation of Elders. Any Elder may resign effective upon giving written notice to the Clerk of Ministry and Counsel or Chair of the Elder Board, the Pastor, or the Recording Clerk of the Board, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is to take effect at some future time, a successor may be selected before such time, to take office when the resignation becomes effective. Section 6.7 Vacancies. Vacancies in the Board shall be filled in the same manner as the Elder(s) whose office is vacant was selected, provided that vacancies to be filled by the Elders may be filled by Consensus of the remaining Elders (after having received the recommendation of the Nominating Committee), although less than a quorum, or by a sole remaining Elder, and providing further, that the Elders may fill any vacancy that occurs more than six (6) months before a regular members meeting. Each Elder so selected shall hold office until the expiration of the term of the replaced Elder and until a successor has been named and qualified. 11

12 A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation or removal of any Elder, or if the authorized number of Elders is increased. The Board may declare vacant the office of an Elder who has been declared of unsound mind by a final order of court, or convicted of a felony, or has been found by a final order or judgment of any court to have breached any duty arising under the Arizona Nonprofit Corporation Act. No reduction of the authorized number of Elders shall have the effect of removing any Elder prior to the expiration of the Elder's term of office. Section 6.8 Place of Meetings. Notwithstanding anything to the contrary provided in these Bylaws, any meeting (whether regular, special or adjourned) of the Board of Elders of the Corporation may be held at any place within or without Arizona that has been previously designated for that purpose by resolution of the Board of Elders or by the written consent of all the members of the Board. If no place has been designated, then the meetings will be held at the principal executive office of the corporation. Section 6.9 Regular Meetings. Regular meetings of the Board shall be held without call or notice immediately after the adjournment of each annual meeting of members. Section 6.10 Special Meetings. Special meetings of the Board of Elders may be called at any time by order of the Clerk of Ministry and Counsel or Chair of the Elder Board, of the Pastor, of the Recording Clerk, or of two or more of the Elders. Section 6.11 Notice of Special Meetings. Special meetings of the Board shall be held upon four days notice by first class mail or a forty-eight hour notice given personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. The notice shall be addressed or delivered to each Elder or at the Elder's address as it is shown upon the records of the corporation or as may have been given to the corporation by the Elder for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place at which the meetings of the Elders are regularly held. 12

13 Section 6.12 Quorum. Except as otherwise provided herein, a majority of the authorized number of Elders shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the Elders in office shall constitute a quorum, provided such majority shall constitute either one third of the authorized number of Elders or at least two Elders, whichever is larger, or unless the authorized number of Elders is only one, and provided further, that for a quorum to be present the Clerk of Ministry and Counsel or Chair of the Elder Board must also sense that that the Elders present can proceed in Substantial Unity to discuss and reach Consensus on the items for which the meeting was specified. A majority of the Elders present, whether or not a quorum is present, may adjourn any meeting to another time and place. Except as the Articles of Incorporation, these Bylaws and the Arizona Nonprofit Corporation Act may provide, the act or decision done or made by a majority of the Elders present at a meeting duly held at which a quorum is present shall be the act of the Board of Elders, provided, however, that any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Elders, if any action taken shall be approved by at least a majority of the required quorum for such a meeting, or such greater number as is required by the Articles, these Bylaws or by law. Section 6.13 Participation in Meetings by Conference Telephone. Elders may participate in a meeting through use of conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone pursuant to this Section constitutes presence in person at that meeting as long as all Elders participating are able to hear one another. Participation in a meeting through use of electronic video screen communication or other communications equipment (other than conference telephone) pursuant to this Section constitutes presence in person at the meeting so long as all Elders participating in the meeting can communicate with all of the other Elders concurrently, each Elder is provided the means of participating in all matters before the board, including the capacity to propose, or to interpose an objection to, a specific action to be taken, and the corporation adopts and implements some means of verifying that the person communicating by telephone, electronic video screen, or other communications equipment is an Elder or other person entitled to participate in the board meeting, and that all actions of the board are taken or cast only by the Elders and not by persons who are not Elders. Section 6.14 Waiver of Notice. Notice of a meeting need not be given to any Elder who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, 13

14 whether before or after the meeting, or who attends the meeting without protesting, prior to the meeting or at its commencement, the lack of notice to such Elder. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Section 6.15 Adjournment. A majority of the Elders present, whether or not a quorum is present, may adjourn any Elders' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Elders if the time and place is fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Elders who were not present at the time of the adjournment. Section 6.16 Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all Elders individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as an agreement made by Consensus of the Board and shall be filed with the minutes of proceedings of the Board. Section 6.17 Rights of Inspection. Every Elder shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of which such person is an Elder, for a purpose reasonably related to that person's interest as an Elder. Section 6.18 Fees and Compensation. Elders (as such) shall not receive compensation for their services as Elders. Elders may receive a reasonable allowance for personal services actually rendered pursuant to resolution passed with Substantial Unity at a regular or special meeting of the members; reimbursement for expenses as may be fixed or determined by the Board. Elders may serve the organization in some other capacity for which compensation is paid. ARTICLE VII COMMITTEES 14

15 Section 7.1 Official Board Committees. Committees of the Board may be appointed by resolution upon Consensus of the whole Board. Committees shall be composed of two or more members of the Board, and shall have such powers of the Board as may be expressly delegated to it by resolution of the Board of Elders, except they may not: a. Authorize distributions; b. Approve or recommend to members any action for which the Arizona Nonprofit Corporation Act also requires members' approval; c. Fill vacancies on the Board or on any committee; d. Adopt, amend or repeal Bylaws; e. Fix the compensation of directors for serving on the Board of Elders or any committee of the Board. Any committee may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any committee shall be conducted. In the absence of any such prescription, the committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or the committee shall otherwise provide, the regular and special meetings and other actions of the committee shall be governed by the provision of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee. Section 7.2 Other Committees. Other committees may be appointed to make recommendations, to carry out specific responsibilities, or to otherwise help in the administration and operation of the corporation. These Committees may be overseen by an Elder who will be appointed by resolution of the Board of Elders; additional individuals serving on the Committee may be recommended by the Nominating Committee and approved by the Elders and need not be Elders but should, except in unusual cases, be members of the Corporation who have been approved by the Elders and affirmed by the members. Other Committees may not act in place of the Board, but shall report back to the Board. The Board has the responsibility of determining whether any committee matters should be brought to the members. 15

16 Section 7.3 Standing Committees. The following are standing committees of the church; unless specifically noted, these committees may be other committees (e.g. cannot act in the place of the Board, but must report back to the Board). Individuals to serve on each committee, may be recommended either by the members or the Elders to the Nominating Committee. The Nominating Committee shall, after review as set forth below, recommend a proposed list of committee members to the Board. The Board shall, after prayerful consideration, approve the individuals to serve on each committee, and their names shall then be submitted to the congregation for affirmation at the annual meeting of members: a. Nominating Committee. The Nominating Committee is made up of the Pastor, and members, all of whom must be members in good standing of the church and collectively represent a variety of ages and interests. With the exception of the Pastor, membership on the Nominating Committee is for a period of one year; an individual may not serve more than two (2) consecutive terms without a break from service of at least one year. This committee is important to the spiritual vitality of the church and is to function throughout the year as openings occur in the offices and committees. Members of the Nominating Committee, in consultation with the Pastor, shall prayerfully consider people s gifts and skills. Note: as a vital member of the Nominating Committee, the Nominating Committee must not meet unless the Pastor is present. The committee reviews the responsibilities of each position being discussed and evaluates each nominee s willingness to serve. The Nominating Committee then submits the list of nominees for the various positions to the Board of Elders. The Nominating Committee shall make recommendations for each Standing Committee, for the Elders/Ministry and Counsel, for the Church Officers, and for the Yearly Meeting Representatives who do not serve by virtue of their position. b. Missions Committee. The Missions Committee shall be made up of any number of members agreed upon by the Board, all of whom are members in good standing of the church. Membership on the Missions Committee is for a period of three years; an individual may not serve more than two consecutive terms without a break from service of at least one year. One member of the committee will be selected to serve as the chairperson for an unspecified time, and another member will be selected to record their meeting minutes. The committee will work closely with the Elders to draft and oversee the missions portion of the churches annual budget. The committee will seek to keep missions and the missionary mandate of Matthew 28:18-20 before the congregation. 16

17 c. Property and Finance Committee. The Property and Finance Committee shall be made up of the Treasurer, plus three or more additional members, all of whom are members in good standing of the church. Except for the Treasurer, who shall serve by virtue of his/her office, one-third of the committee shall be appointed each year for a three-year term; an individual may not serve more than two consecutive terms without a break from service of at least one year. The committee shall act according to the authority given to it by the Elders and these bylaws. The Property and Finance Committee will prepare an annual budget and submit it to the Board of Elders, who after prayerful consideration shall finalize and submit the annual budget to the congregation for affirmation at the annual meeting of members. The Property and Finance Committee may also recommend and provide training in stewardship, administer fund-raising programs and encourage an emphasis on giving. They will review and document expenditures compared to the budget. The committee will serve as consultants to Elders on salaries, retirement, insurance and other benefits paid to the pastoral staff. ARTICLE VIII OFFICERS Section 8.1 Officers. The officers of the corporation shall be a Clerk of the Meeting, a Clerk of Ministry and Counsel or Chair of the Elder Board, a Pastor, a Recording Clerk and a Treasurer. The corporation may also have, at the discretion of the Board of Elders, one or more Assistant Secretaries and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article. One person may hold two or more offices, except that neither the Recording Clerk nor the Treasurer may serve concurrently as the Pastor, the Clerk of Ministry and Counsel or Chair of the Elder Board, or the Clerk of the Meeting. Each officer must be a member, in good standing. Section 8.2 Election. The Pastor shall automatically serve by virtue of his position. The Clerk of the Meeting must be recommended by the Nominating Committee, affirmed by the Board of Elders, and approved by the members. Except for these and such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of 17

18 this Article, the officers of the corporation, shall be chosen annually by, and shall serve at the pleasure of, the Board of Elders, subject to the rights, if any, of an officer under any contract of employment. Prior to selection by the Board, the Nominating Committee shall make recommendations to the Board for each officer position and, after selection by the Board, each officer shall be submitted to the members for affirmation. Each officer shall be shall hold his or her office until he or she resigns, is removed, or becomes otherwise disqualified to serve, or until his or her successor is elected and qualified. Section 8.3 Subordinate Officers. The Board of Elders may appoint, and may empower the Pastor and/or the Clerk of Ministry and Counsel or Chair of the Elder Board to appoint, other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in the Bylaws or as the Board of Elders may from time to time determine. Section 8.4 Removal and Resignation. Any officer may be removed, either with or without cause, upon Consensus of the Elders at the time in office, at any regular or special meeting of the Board, or except in case of an officer chosen by the Board of Elders, by any officer upon whom such power of removal may be conferred by the Board of Elders. Any officer may resign at any time, without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party, by giving written notice to the Board of Elders, or to the Pastor, or to the Recording Clerk of the corporation. The resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 8.5 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in the Bylaws for regular election or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual basis. Section 8.6 Inability to Act. In the case of absence or inability to act of any officer of the corporation and of any person herein authorized to act in his or her place, the Board of Elders may from time to time delegate the powers or duties of such officer to any other officer, or any Elder or other person whom the Board may select. 18

19 Section 8.7 Clerk of Ministry and Counsel or Chair of the Elder Board. The Clerk of Ministry and Counsel or Chair of the Elder Board shall, if present, preside at all meetings of the Board of Elders, and shall exercise and perform other powers and duties as may be from time to time assigned to him or her by the Board of Elders or prescribed by the Bylaws. In the absence of the Clerk of the Meeting, he or she may preside at a meeting of the members. The Clerk of Ministry and Counsel or Chair of the Elder Board may also concurrently serve as the Clerk of the Meeting if so approved by the members. The Clerk of Ministry and Counsel or Chair of the Elder Board shall automatically be a Representative to Evangelical Friends Church Southwest. If the Corporation does not have a Pastor, then the Clerk of Ministry and Counsel or Chair of the Elder Board shall also have the powers otherwise given to the Pastor. Section 8.8 Clerk of the Meeting (Presiding Clerk). The Clerk of the Meeting will preside over the meeting of members. The Clerk of the Meeting may attend the meetings of the Elders/Ministry and Counsel on an ex officio basis. The Clerk of the Meeting may but need not serve concurrently as the Clerk of Ministry and Counsel or Chair of the Elder Board. The Clerk of the Meeting must be a member in good standing, evidencing spiritual maturity and spiritual discernment. Careful listening and humble leadership are essential characteristics for this position. The Clerk of the Meeting shall automatically be a Representative to Evangelical Friends Church Southwest. Section 8.9 Pastor (Senior Pastor/Lead Pastor). The Pastor of the Church shall automatically be the officer that would be referred to as the President under Section 9213 of the Code. Subject to such supervisory powers, if any, as may be given by the Board of Elders to the Clerk of Ministry and Counsel or Chair of the Elder Board, the Pastor shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Elders, have general supervision, direction and control of the activities and Officers of the corporation. In the absence of the Clerk of Ministry and Counsel or Chair of the Elder Board and/or the Clerk of the Meeting, the Pastor shall preside at the meetings of the Board of Elders and members. The Pastor shall be a member of the Nominating Committee, and ex-officio a member of all other standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of a President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Elders or the Bylaws. The Pastor shall automatically be a Representative to Evangelical Friends Church Southwest. 19

20 Section 8.10 Recording Clerk (Secretary). The Recording Clerk shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Elders may order, of all meetings of the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at the Board and committees' meetings, and the proceedings thereof. The Recording Clerk shall keep, or cause to be kept, at the principal office in the State of Arizona the original and a copy of the corporation's Articles and Bylaws, as amended to date. The Recording Clerk shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as prescribed by the Board. The Recording Clerk shall keep or cause to be kept, at the principal office of the Corporation, a Membership Register, or a duplicated Membership Register, showing the names of the members and their addresses. The Recording Clerk shall also keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board may order, of all meetings of the members, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof, the names of those present at meetings, and the proceedings thereof. The Recording Clerk shall give, or cause to be given, notice of all meetings of the members required by these Bylaws. Section 8.11 Treasurer and Chief Financial Officer. The Treasurer shall be the Chief Financial Officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation. The Treasurer shall automatically be a member of the Property and Finance Committee. The books of account shall at all reasonable times be open to inspection by any Elder. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with depositories designated by the Board of Elders. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Elders, shall render to the Pastor and the Elders, whenever they request it, an account of all of his or her transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Elders. 20

21 Section 8.12 Assistant Treasurer. At the request of the Treasurer, or in his or her absence or disability, the Assistant Treasurer, if there be such an officer, shall perform all the duties of the Treasurer, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. Section 8.13 Salaries. The salaries of the Officers shall be fixed from time to time by the Board of Elders and no Officer shall be prevented from receiving such salary by reason of the fact that such Officer is also an Elder of the corporation. ARTICLE IX REPRESENTATIVES Representatives to the Evangelical Friends Church Southwest shall be chosen pursuant to the provisions of Faith and Practice. The Clerk of Ministry and Counsel or Chair of the Elder Board, the Pastor, and the Clerk of the Meeting shall automatically be Representatives to Evangelical Friends Church Southwest. Additional representatives, with the exact number to be determined as set forth in Faith and Practice shall be recommended by the Nominating Committee, selected by the Elders, and affirmed by the members at the annual meeting. The additional representatives shall serve for terms of three years. To the extent possible, an equal number of Representatives will be selected each year (e.g. if two additional Representatives are to be selected, one will be selected the first year, the second the second year, and none the third year; if three additional Representatives are to be selected, one will be selected each year; if four additional Representatives are to be selected, two will be selected the first year, and one in the second and third years, etc.). No elected Representative shall serve more than two full consecutive terms without a sabbatical of at least one year. ARTICLE X PASTOR 21

22 Section 10.1 Generally. The Bible speaks of pastors as elders, overseers, leaders and shepherds, among other roles. They are called and gifted by Christ to lead His church and equip God's people for works of service (Eph. 4:11-13; 1 Tom 3:1-7; Titus 1:5-9; Heb. 13:7, 17; 1 Pet. 5:1-4). Jesus is the Great Shepherd and His pastors serve with Him to feed the sheep and take care of the flock (Heb. 13:20; John 21:15-17). The whole church is to respect pastors and elders and "hold them in the highest regard in love because of their work.: ( 1Thess. 5:12-13). See Faith and Practice for further information on the role of the Pastor in the church. This may or may not be a paid position. God gives the pastor spiritual authority through gifted ministry, persuasion, character and the power of the Holy Spirit. Through faithfulness, integrity and longevity, the pastor gains influence which adds personal authority. Through Recording or Commissioning as a Friends Minister, the church recognizes the pastor's God given authority to lead and influence. All of these, and more, combine to give the pastor significant authority in the church. A pastor will be active in pursuit of the heart of God in prayer, Bible study, Christian fellowship and other spiritual disciplines (1 Tim. 1:11-2:8, 3:1-13; Heb. 4). Section 10.2 Recording and Commissioning. All Recording and Commissioning of pastors to act as legal ministers of the Gospel of Jesus Christ is done by Evangelical Friends Church Southwest. This church may recommend individuals to Evangelical Friends Church Southwest for consideration, and may otherwise work with Evangelical Friends Church Southwest in the training and establishing of the pastor's ministry, but shall not ordain or commission any pastor directly. Section 10.3 Calling and Termination. The calling and termination of a pastor shall be done in accordance with the provisions of Faith and Practice. Hiring of the Pastor must be approved by both the Board of Elders and the members. Section 10.4 Pastor (Senior Pastor/Lead Pastor). The Pastor automatically serves as an Elder, as the President of the corporation, and as a member of each committee. As far as possible, the Pastor should be present at all meetings of the Elders, must be present at all meetings of the Nominating Committee, and should attend most of the other major committee and ministry meetings, delegating those which do not require personal attendance to pastoral staff members or to other Elders. The Pastor should be kept informed of 22

23 what is happening throughout the church. The Pastor is a Representative to Evangelical Friends Church Southwest. The Pastor shall not serve as Clerk of the Meeting, or Clerk of Ministry and Counsel or Chair of the Elder Board. Section 10.5 Evaluation of Pastor. At no time is the pastor to be evaluated in the light of accusations or circumstantial evidence. His ministry must always be evaluated by the verdict of revelation and discernment given by the Holy Spirit to the other established ministries of authority. No accusation is to be received except in the presence of two or three witnesses. This principle is necessary because of the exceeding deceitfulness of Satan's attack against ministries. ARTICLE XI SETTLEMENT OF DISPUTES/ CHURCH DISCIPLINE Section 11.1 Generally. In any dispute arising between Elders, officers, committees or staff, the dispute shall be resolved by the Board of Elders of the corporation. A decision shall be reached after prayerful consideration in a spirit of humility, with each Elder regarding one another before himself/herself. Section 11.2 Church Discipline. The process of confronting members in the church who err in doctrine or who engage in conduct that violates Scripture is determined by the Elders, in the manner set forth in Faith and Practice. Section 11.3 Settlement of Dispute/Appeal of Disciplinary Decision If, after prayerful consideration, the Board of Elders of this corporation determines that it is unable to come to an agreement, if there is an irreconcilable dispute arising between the Elders themselves, if the dispute is with the Elders and the individual that is a party to the dispute remains dissatisfied with the resolution, or if a disciplined person is dissatisfied with the discipline, the matter may be appealed, by the dissatisfied party, to the Evangelical Friends Church Southwest Superintendent, who shall consult, as he sees fit, with the Board of Spiritual Life to ultimately decide the matter. Appeal to the Superintendent/ Board of Spiritual Life shall be compulsory. 23