BYLAWS OF THE CORPORATION OF FOREST HILLS PRESBYTERIAN CHURCH HELOTES, TEXAS The Forest Hills Presbyterian Church of Helotes, Texas [ Forest Hills ] being a particular congregation of the Mission Presbytery of the Presbyterian Church (U.S.A.), hereby adopts the following Bylaws of the corporate form of the Forest Hills Presbyterian Church [the Corporation ]. These Bylaws supersede all previous Bylaws of the Corporation, as directed by majority vote of a quorum of the members of the Corporation at a duly called congregational meeting held July 14, 2002 and amended at a duly called congregational meeting held January 31, 2016. 1. GENERAL PROVISIONS a. In all particulars, the organization, mission and government of Forest Hills and its Corporation shall conform to the current edition of The Constitution of the Presbyterian Church (U.S.A.) [the Constitution ]. In cases where language contained in the Bylaws conflicts with that in the Constitution, the language of the Constitution shall prevail. b. The mission of Forest Hills shall be conducted and managed by the Session in accordance with the Part II of the Constitution, [ The Book of Order ]. The Session shall consist of the pastors, co-pastors, designated pastors associate pastors, designated associate pastors, and 9 to 13 active elders, divided into three equal classes, one class of whom shall be elected each year for a three-year term. The nomination, election, training, and terms of election of Ruling Elders shall take place in accordance with the Book of Order. i. Members may elect one person under eighteen (18) years of age to the office of Ruling Elder to serve as a Ruling Elder on the Session for a term of one (1) year. Terms of Ruling Elders shall expire when their successors have been ordained and installed. i Ordinarily, elders will serve only one (1) three-year (3) term. No more than six (6) consecutive years may be served before sitting off the Session for a year. iv. Vacancies on the Session shall be filled at the next annual meeting of the Corporation or at a special meeting, as requested by the Nominating Committee. c. The business and property of the Corporation shall be conducted and managed in accordance with the Book of Order. i. The Session (or if the congregation elects a Board of Trustees) shall consist of the Ruling Elders in active service. The Clerk of Session shall serve as Secretary of the Corporation. i The Pastor(s) shall serve as ex officio members without vote on corporation matters addressed by the Session (or a Board of Trustees). Page 1 of 5
d. A Nominating Committee shall be elected annually, in accordance with the Book of Order, for the purpose of submitting a slate of Ruling Elders in active service and new members of the Nominating Committee. i. The committee shall consist of three (3) members (who are not in active service), elected by the Corporation and, two (2) Ruling Elders appointed by the Session (at least one of whom shall be Ruling Elder in active service.) i The Pastor(s) shall be an ex officio member of this committee, with voice but without vote. All nominating procedures shall be subject to the principles of representation and participation outlined in the Book of Order, which direct that fair representation be given to both men and women, as well as members of all racial ethnic groups, all ages and those with disabilities. e. The Constitution designates the Session as the Trustees of the Corporation unless the congregation elects to have a Board of Trustees. i. If the congregation desires a separate Board of Trustees, at least three (3) Ruling Elders shall be voted to serve as Trustees for terms between one (1) and three (3) years. No more than six (6) consecutive years may be served before sitting off the Board of Trustees for a year. i iv. The Board of Trustees will elect their own officers to satisfy the State of Texas corporation requirements: President, Secretary, and Treasurer. The Nominating Committee will present a slate of nominees for Trustees at the annual meeting. The Board of Trustees is under the oversight of the Session. f. The congregation may elect, but is not required, to have a Board of Deacons that administers the compassionate ministries of the church as described in the Book of Order or assigned by the Session. i. The Board of Deacons shall consist of 6-9 members divided into three equal classes, one class of whom shall be elected each year for a three-year term. The nomination, election, training, and terms of election of Deacons shall take place in accordance with the Book of Order. i iv. Terms of Deacons shall expire when their successors have been ordained and installed. Ordinarily, Deacons will serve only one (1) three-year (3) term. No more than six (6) consecutive years may be served before sitting off the Board of Deacons for a year. Vacancies on the Board of Deacons shall be filled at the next annual meeting of the Corporation or at a special meeting, as requested by the Nominating Committee. Page 2 of 5
2. INCORPORATION The Session (or Board of Trustees elected by the congregation) of Forest Hills and its Corporation shall have the legal status and powers of incorporation granted under the laws of the State of Texas. 3. MEMBERSHIP a. The Corporation shall consist of all members on the active rolls of Forest Hills. b. As required by the laws of the State of Texas, only members of full age (18 years) shall be eligible to vote on questions dealing with the property and matters that are strictly the business of the Corporation. Otherwise, all active members of Forest Hills are eligible to vote at all annual and special meetings of the congregation. c. Voting by proxy is not allowed. 4. MEETINGS OF THE CORPORATION a. The Corporation shall hold an annual meeting to consider such business as electing officers, hearing reports from the Session, committees and other organizations of the church, reviewing the pastor(s) terms of call, and transacting other business as appropriate, in accordance with the Book of Order (G-7.0300). b. The annual meeting shall take place no later than the second Sunday in February. c. Special meetings may be called by the presbytery, Session, or by a written request to the Session from one-quarter (1/4) of the members on the active rolls for any or all of the purposes appropriate to an annual meeting or to conduct such other business as may be proper for consideration by the Corporation. d. The call, public notice, and conduct of all meetings of the corporation shall be after adequate notice to the congregation, ordinarily two (2) weeks from the notice date. e. Both ecclesiastical and corporate business may be conducted at the same meeting. f. Meetings of the Corporation shall be conducted in accordance with the parliamentary procedures as set forth in most current Robert s Rules of Order, Recently Revised. g. A quorum shall consist of ten (10) percent of the eligible voters. h. All meetings shall be opened and closed with prayer. Page 3 of 5
5. THE POWERS AND DUTIES OF THE SESSION / TRUSTEES a. The Session/Trustees shall have the following powers: to receive, hold, encumber, manage, and transfer property, real or personal, for the church; to accept and execute deeds of title to such property: to hold and defend title to such property; to manage any permanent special funds for the furtherance of the purposes of the church, provided further that in buying, selling, and mortgaging real property, the Trustees shall act only after the approval of the congregation (Book of Order) b. A quorum for the transaction of corporate business shall be one third (1/3) of elders in active service and one (1) ex-officio member. Questions are to be settled by a majority vote of those Session / Trustees in attendance. c. Session /Trustees shall meet for the purpose of organizing within 30 days of the election of a new Session / Trustee member. d. Session / Trustees shall meet at least semi-annually to review the business of the Corporation and the Bylaws. e. Session / Trustees shall keep minutes of all their meetings. Minutes detailing the actions of the Session / Trustees shall be submitted at stated Session meetings. f. Actions of the Session / Trustees shall be subject to review and amendment by Session, except in the case of trusts, previously approved by Session, that give sole and absolute discretion to a Board of Trustees, if exists, for the use of funds of the trust. g. The President, Secretary, and Treasurer Trustees must be identified by the Session or Board of Trustees if exists. a. The President of the Trustees will moderate the meeting of the Trustees and the meetings of the Corporation. b. The Secretary of the Trustees will maintain all minutes, correspondence, and legal documents of the Corporation. The Session will receive the minutes of the meetings of Trustees and the Corporation. c. The Treasurer of the Trustees shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit or cause to be deposited in the name of the Corporation all monies or other valuable effects in such depository or depositories as shall from time to time be selected by the Session. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall render to the Session / Trustees, whenever requested, an account of the financial condition of the Corporation. If required by Session, the Treasurer shall give the Corporation a bond in such form and in such penalty and with such security as shall be satisfactory to the trustees, conditioned for the faithful performance of the duties of the office of treasurer of the Corporation and the restoration to the Corporation, in the case of death, resignation, or removal from office of all books, papers, vouchers, money and other property of whatever kind belonging to the Corporation. Page 4 of 5
6. AMENDMENT OF THE BYLAWS These Bylaws may be amended subject to the charter of the corporation, the laws of the State of Texas, and the Constitution of the Presbyterian Church (U.S.A.) at any annual meeting or at any special meeting of the Corporation. Amendment of these Bylaws requires a two-thirds (2/3) vote of the voters present, provided that a full reading of the proposed changes or a printed distribution of the same shall have been made in connection with the call of the meeting. 7. DISSOLUTION OF THE CORPORATION If Forest Hills is dissolved by Mission Presbytery or otherwise ceases to exist and no disposition has been made of its property, those who hold the title to the property shall deliver, convey and transfer all such property to Mission Presbytery or its authorized agent (Book of Order). The receipt and a quittance of the Presbytery or its proper representatives shall be full and complete discharge of all liabilities of such persons holding the property of the church. DATE adopted by vote of the Congregation January 31, 2016 ATTESTED BY: Clerk of Session Moderator Page 5 of 5