DEFINITIONS The words “elder” and “director” are synonymous, and the words “board” and “elders” and “directors” and “board of directors” are synonymous. The word “church” refers to the corporation. The words “member” and “membership” are those persons identified as members pursuant to Article I of the bylaws.

ARTICLE I – MEMBERSHIP

Section l – Qualifications and Manner of Receiving Members

A. Any person professing faith in the Lord Jesus Christ, and having been baptized by immersion as a believer, may be received into membership upon successful completion of the membership class prescribed by the elders. The requirement for immersion may be waived for a person unable to be immersed at the discretion of the elders.

B. Upon completion of the membership class, candidates shall be interviewed by an Elder or his appointed Deacon representative as to their commitment to Jesus Christ, compliance with the membership requirements, and their commitment to the ministry of the church, following which they may be accepted by the Elders into the membership and introduced to the membership at any public service.

Section 2 – Duties of Members It is the duty of all members to conduct themselves in accordance with the teachings of the Scriptures and, as they are able, support the church financially through personal ministry and participation in the life of the church.

Section 3 – Rights of Members All active members shall have equal rights except for those under eighteen years of age who shall be ineligible to vote. 

Section 4 – Termination of Membership Matters involving termination of membership shall be determined by the Elders. Members may be dismissed from the church and their names dropped from the roll by reason of:

A. A request from another church for a letter for membership transfer.

B. The member’s personal written request.

C. Membership in another church. If a member joins another church his or her name shall be removed from the roll.

D. Death. Deceased members shall be dropped from the roll with no vote required.

E. Inactivity. The names of members whose whereabouts remain unknown for a period of three months or who have willfully neglected their attendance, duties, or obligations for that length of time shall be declared to be inactive by the Elders and become non-voting members. Those members who continue to be inactive for an additional three months shall be dropped from church membership. The Elders shall give special consideration to those on this list and attempt to restore their fellowship with the Lord and with the church.

F. Misconduct. If any member be opposed to any of the Bible doctrines as accepted and practiced by this church and uses his or her influence contrary to the best interests of the church or is found walking in sin without evidence of repentance, he or she may be dismissed from the church for misconduct. All such cases shall be investigated by the Elders who shall give such members due hearing, provided the intentions of Chapter 18 of Matthew shall reasonably be followed to secure reconciliation and forgiveness. If reconciliation cannot be achieved through this process, the Elders shall bring the issue to the membership for action. A member under church discipline process as determined by the elders shall not be entitled to vote until the discipline process is completed. 

ARTICLE II – ORGANIZATION, OFFICERS

Section 1 – Elders The Elders shall be responsible to lead, teach, care for, and provide oversight of the church and its ministries (Acts 20:28; I Peter 5:1-3). The Elders shall be responsible for the scheduling and conduct of services including worship, prayer, education and other purposes as needed. The Elders shall be the Board of Directors of the Corporation and Trustees of all property belonging to the church. There shall be a minimum of five Elders, not including the Lead Pastor. Additional Elders may be added as deemed necessary by the Elders. 

The Lead Pastor is an elder and is to lead the elders in those areas in which he is skilled and gifted. The Elders shall select from among themselves a chairman, vice chairman, and secretary, who will serve as the officers of the corporation. The lead pastor shall not serve as the chairman. 

The Elders’ specific duties include, but are not limited to, the following:

A. The Elders are responsible for the spiritual oversight of the members of the church and will pay close attention to the teaching and care of the members.

B. The Elders are responsible to select and remove all the officers, pastors, staff and employees of the corporation, prescribing their duties, terms of office and compensation, except as provided otherwise in these by-laws. The elders shall assume the responsibilities of the lead pastor upon a vacancy and may delegate such responsibilities and authorities to church staff or others as deemed necessary.

C. The Elders are responsible for the disbursements of funds as approved within the church budget guidelines as adopted by the members and to oversee the conduct of the church’s ministry and business setting policies and practices as they deem best. 

D. The Elders are responsible for the disbursements of funds as approved within the church budget guidelines as adopted by the members and to oversee the conduct of the church’s ministry and business setting policies and practices as they deem best. 

E. The Elders are the final appeal authority for all matters of dispute within the church. 

F. The Elders shall appoint officers of the corporation as follows. All officers shall hold office until the officer’s successor shall have been elected (or appointed according to the bylaws) and qualified unless the elder has been removed from office.

a. From among themselves, the elders shall annually appoint a chairman and secretary who will serve as the chairman and secretary of the corporation. The elders may also appoint a vice chairman who shall act as chairman in the chairman’s absence and perform other duties as assigned.

b.The elders shall appoint a treasurer and/or chief financial officer from among or outside the elders. 

c. The elders may appoint a financial secretary for maintaining required reports and deposits on receipts. The financial secretary is not considered a corporate officer.

d. Officers may hold multiple positions except for the office of chairman.

e. The Lead Pastor shall not hold the office of chairman.

G. The corporate officers’ duties include:

a. Chairman: The chairman shall facilitate the work of the elders. He shall, in cooperation and consultation with the lead pastor, prepare and distribute the agenda for meeting, act as chair of church business meetings or share such responsibility with the lead pastor or other qualified elder, sign legal documents on behalf of the elders unless the elders designate another to sign, and ensure that elder and membership meetings are conducted decently and in order.

b. Secretary: The secretary shall prepare and maintain minutes and records of elder meetings and business meetings. He may enlist the assistance of others to perform these tasks.

c. Vice Chairman: The vice chairman, if appointed, shall act in the absence of the chairman and perform such duties as assigned by the elders.

d. The treasurer and/or chief financial officer shall ensure that funds are received and disbursed in accordance with law and current accounting procedures and the approved budget as directed by the elders. The treasurer and/or chief financial officer may be an employee of the church. 

Section 2 – Deacons/Deaconess

The Elders may appoint church members to the office of Deacon/Deaconess.

Deacons/Deaconesses shall be members whose lives reflect the character qualities found in I Timothy 3:8-13. Deacons/Deaconesses shall be responsible, under the authority of the Elders, to provide ministry care to the church and to assist the Elders as needed in administering the programs of the church.

Section 3 – Committees, Working Groups and Teams

The Elders may appoint such special committees, working groups and teams as may be needed to perform specific tasks. They are subject to the Elders and shall be discharged upon completion of their assigned task. 

Section 4 – Subordinate Units

Subordinate units within the church, such as classes, men’s and women’s ministries, and sports ministries, may, if needed and subject to the approval of the Elders, organize and elect officers to better carry out their areas of ministry. The President or chief officer of such units shall be a member of the church in good standing. Their governance, affiliations and revisions thereto shall require prior approval of the Elders. Subordinate units have no authority to incur any obligations, financial or otherwise, upon the church, such authority resting solely with the Elders. Funds received and disbursements, except for incidental expenses, shall be processed through the church’s accounting and banking protocols. Subordinate units are not authorized to have independent accounts. 

ARTICLE III – THE LEAD PASTOR

Section 1 – Qualifications

The Lead Pastor may be called prior to membership in the church but he must meet the qualifications of members. He shall be a man who is convinced of his call to the ministry and shall be well trained for the task. He shall meet the qualifications for elders except for the membership requirement. The Lead Pastor and, if married, his wife become members effective his first day of employment.

Section 2 – Nomination

The Elders shall actively solicit from the membership nominations for the office of Elder. The Elders shall review each nominee and carefully select a slate of Elders to present to the church for confirmation. It is intended that one candidate be proposed for each position to be filled.

Section 3 – Terms

Elders shall be elected to no more than a six-year term, with approximately 1/6 receiving initial confirmation each year. Each Elder except the Lead Pastor shall be placed before the membership each year of their term for reconfirmation. The Lead Pastor is not restricted to a six year term. After serving during six consecutive calendar years, lay Elders shall be ineligible to serve for a period of one year. In case of an emergency that prevents the timely annual approval of an elder’s term or the appointment of a successor elder, the elder’s term may be extended by the elders until such time that the members may meet to confirm the elder or successor elder.

Should the resignation or incapacitation of an elder reduce the number of serving elders below minimum requirements, the remaining elders may make an emergency interim appointment of any member meeting the requirements of Article V, Section 1 to serve until such time as the members may confirm the successor. It is recommended but not required that an emergency interim appointee has previously served as an elder. Section 4 –

Removal

Any Elder shall be removed by failing to be confirmed by the church. Seventy-five percent of all votes cast concerning the Elder shall constitute confirmation. Any Elder may be removed for cause of neglecting his duty or being guilty of conduct which impairs his service as an Elder by a unanimous vote of the remaining Elders or by failing to be reconfirmed by the church after a special confirmation business meeting. Any Elder so accused shall be allowed an opportunity to present a defense (I Timothy 5:19-20). This section does not apply to the Lead Pastor. 

Section 5 – Confirmation

The church shall, using secret ballots, confirm the slate of nominees and returning Elders at the Annual Budget/Confirmation of Elders’ meeting. Any Elder or nominee who does not receive at least seventy-five percent of the votes cast concerning him shall be deemed by the church to be denied the office of Elder, and shall not serve. An Elder may be confirmed at any business meeting with due notice. Confirmed Elders’ terms begin on January l, unless specified otherwise. There shall be no public nomination of Elder candidates except by the Elders. This section does not apply to the Lead Pastor.

Section 6 – Vacancy

Should a vacancy occur on the Board of Elders, Article V Section 3 will be followed to fill the vacancy.

ARTICLE IV – OTHER PASTORS/MINISTERS AND SUPPORT STAFF

Other Pastors/Ministers may be added to or removed from the staff as determined by the Elders. Other Pastors/Ministers shall work under the direction of the Lead Pastor or his appointed representative. The Elders shall determine the qualifications and provisions for the call of such Pastors/Ministers. At the elders’ discretion, other pastors and ministers and, if married, their spouse, may become members effective the first date of employment.

The Lead Pastor may hire, remove, and direct the work of support staff as deemed necessary and funded through the approved budget to further the ministry of the church. It is recommended that the Lead Pastor confer with the elders prior to such hiring or removal of support staff. All such pastors/ministers and support staff are “at will” employees except as may be directed by the elders. 

ARTICLE V – SELECTION OF ELDERS

Section 1 – Qualifications

Elders shall be men who are active members whose personal and public lifestyles reflect the Scriptural qualifications for Elders in I Timothy 3:1-7, Titus 1:6-9, and I Peter 5:1-4, and their lives shall give evidence of the fruit of the spirit (Galatians 5:22-23). They shall have been a member for at least one year prior to serving and be found equipped to perform their tasks.

ARTICLE VI – CONDUCT OF BUSINESS

Section l – Fiscal Year

The church’s fiscal year shall be January 1 through December 31.

Section 2 – Business Meetings

The annual business meeting shall be held during the first quarter of the fiscal year for receiving reports, transacting business and prayer.

a. The annual budget and Elders confirmation meeting shall be held during the last quarter of the fiscal year. 

b. The dates and times of the business meetings will be determined by the Elders. There shall be due notice given, which may include announcements during morning services on two consecutive Sundays, or any mailing to member households on the church’s mailing list including electronic communications. Notice to each member is not required. It shall be the duty of the Elders to call a business meeting when requested in writing by at least ten percent of the active membership. 

c. Notice for amendments to the preamble, covenant, articles of faith and constitution must be presented at three consecutive quarterly business meetings. Notice to amend the bylaws shall be presented during morning services on two consecutive Sundays. 

Section 3 – Quorum

Ten percent of the voting membership shall constitute a quorum for any business meeting, except for action to call or dismiss the Lead Pastor which shall require twenty-five percent of the voting membership for quorum.

Section 4 – Elder Meetings

The Elders shall meet regularly to conduct their business. They may meet for unscheduled meetings whenever a quorum is present. A majority of the members shall constitute a quorum. Elder meetings are closed except by invitation.

The elders may meet by conference or video call in accordance with state law. The elders may act without a meeting if all elders individually or collectively consent in writing to that action in accordance with state law if all directors shall individually or collectively consent in writing to that action and if, subject to subdivision (a) of Section 9224, the number of directors then in office constitutes a quorum. 

Section 5 – Voting

All active members, except those under eighteen years of age, are eligible to vote. The use of a secret ballot shall be customary on all matters requiring more than a simple majority vote and for the confirmation of Elders.

Proxy voting is not allowed for the membership or elders. 

Section 6 – Audit

The Elders shall secure the services of an independent Certified Public Accountant to audit the church’s financial books every four years and, at their discretion, upon a change in the office of Treasurer during the fiscal year. In non-audit years, they shall have an annual review of the church’s financial records and procedures by an appropriate financial professional.

Section 7 – Order

The church is foremost a family of believers, and it is intended that meetings be conducted orderly and in such a manner. In case of conflict, questions of order not otherwise resolved to the satisfaction of the objector may be resolved as given in Robert’s Rules of Order, Revised. 

Section 8 – Alternate Business Meeting, Quorum, and Voting Procedures

Other provisions of Article VI not withstanding and at the discretion of the elders, voting to ratify the elders’ recommendations to adopt the annual budget, confirm the appointment of elders, purchase or sell real property, amend the bylaws, or to call the lead pastor may be done during a business meeting as specified elsewhere in Article VI of the bylaws or by secret ballot at a time and place designated by the elders as follows:

a. The place designated shall be on the church’s main campus.

b. The time(s) designated shall be concurrent with the times of the regular worship services on one weekend with the polling place open approximately 30 minutes before and after each service.

c. Balloting shall be preceded by a business meeting as specified in Section 2 at which any matters to be decided are presented and explained, and time is provided for discussion. A quorum is not required for this meeting, and a lack of quorum does not negate the subsequent vote.

d. The total number of ballots cast must meet or exceed the quorum requirements had the vote been taken at a business meeting. If fewer votes are cast, the election is not valid. A blank ballot or vote is considered an abstention and is counted toward the quorum requirement only.

e. Absentee ballots may be accepted if received at the church office prior to the closing of balloting at the discretion of the elders. 

Section 9 – Emergency Procedures

Should a bona fide emergency prevent the membership from meeting in person for a business meeting, the elders are authorized to act in the church’s best interests on behalf of the membership.

a. Should the membership be unable to convene for the first-quarter’s annual business meeting, the elders may make available the reports that would have been received and need not convene the meeting later.

Any business items for consideration by the membership shall be postponed until such time as the membership may meet in-person to consider it. 

b. Should the membership be unable to convene for the fourth-quarter budget and elder confirmation meeting, the elders are authorized to use the current year’s approved budget as the interim budget for the following year until such time as the new proposed budget can be properly presented to the membership upon conclusion of the emergency. Further, the elders currently in office shall be considered to be confirmed on an interim basis into the next year until such time as the membership can gather to confirm them upon conclusion of the emergency. 

Section 10 – Conflict of Interest

The elders shall maintain a conflict-of-interest policy, reviewed and updated regularly, that requires elders, officers, employees, and others acting on behalf of the church to recognize and report potential conflicts of interest. Elders and employees shall complete and submit an annual conflict of interest disclosure form in January of each year. 

Section 11 – Insurance and Indemnification

a. Insurance: The church shall purchase and maintain liability insurance on behalf of any and all persons who are or were a director (member of the governing board of whatever name), employee, committee member or volunteer or similar such person while serving in their official capacity and within the scope of their employment for the purpose of protecting such person from covered loss resulting in liability asserted against the above individuals in connection with their activities on behalf of the church.

b. Indemnification: Should any director, officer, leader, employee, committee member or volunteer of the church incur any liability as a result of their affiliation with or service to Grace Church that is not covered by the church’s insurance policy and should suchliability result in any out-of-pocket cost to such individual, then such individual may request indemnification from the church if the individual was acting on behalf of the church in good faith and within the scope of authority designated to him or her by the church. The granting of full or partial indemnification shall be at the discretion of the elders (board of directors).

Such discretion will be exercised by the elders for any person not currently serving as an elder (director) and by majority vote of the disinterested elders (directors) in the case of an elder (director).