Article I
Location of Offices
The name of this Corporation is Grace Community Church of the Valley. It
is a California nonprofit religious Corporation with its principal offices in
Sun Valley, California.
Article II
Purpose
This Corporation is organized for exclusively religious purposes (including
charitable and eleemosynary purposes common to a pastoral church ministry
as defined by Scripture). Our commission is summarized as follows: “And Jesus
came up and spoke to them, saying, ‘All authority has been given to Me in
heaven and on earth. Go therefore and make disciples of all the nations, baptizing them in the name of the Father and the Son and the Holy Spirit, teaching
them to observe all that I commanded you; and lo, I am with you always, even
to the end of the age’” (Matthew 28:18–20) (as modified by resolution of the
Board of Elders on May 13, 1999).
Article III
Statement of Faith
The statement of faith of this Corporation is that which is incorporated in its
Articles of Incorporation as filed in the Office of the Secretary of State of the
State of California.
At the direction of the Elders, the statement of faith is supplemented and
clarified by What We Teach, “The Elders Statement on Marriage, Divorce,
Remarriage and Sexuality,” the Doctrinal Distinctives issued by the Elders, and
such other doctrinal statements as may be subsequently issued by the Elders.
Article IV
Corporate Membership
Section 1. Corporate Members
The Corporation shall have no members. Any action which would otherwise
require approval by a majority of all members shall only require approval of
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resentative, heir, or devisee.
Section 4. Applications for Membership
All requests for membership shall be made to a Pastor, Elder, or Deacon. Upon
making such a request, the person shall be given an application for membership, along with a copy of the Statement of Faith contained in the Articles of
Incorporation and a copy of the Bylaws. A Pastor, Elder, or Deacon shall meet
with the applicant following receipt of the application. Each applicant shall
assent to the Statement of Faith, subscribe to the Bylaws, and shall testify
publicly before a duly appointed Committee of the Board, per Article VI,
Section 17 of these Bylaws, at a regularly held meeting for prospective church
members. Any questions about or disagreements with the Statement of Faith
or Bylaws must be indicated on the membership application. A duly appointed
Committee of the Board will evaluate these questions or disagreements to
determine whether the request for membership will be approved.
Section 5. Denial of Membership
If, upon review of an application for membership or after meeting with a
prospective church member, the Board of Elders determines that the applicant
does not confess Jesus Christ as his or her Lord and Savior, or that there is a
lack of evidence of a godly lifestyle, membership shall be denied. The decision
made by the Board shall be final and there shall be no appeal to any court
from that decision.
Section 6. Admission of Applicants
Applicants admitted to membership shall, if possible, present themselves at a
worship service designated by the Pastor-Teacher and Board of Elders, at which
service such applicants shall publicly affirm their membership commitment
and be publicly acknowledged as church members.
Section 7. Responsibilities of Members
Church members shall seek to exercise their spiritual gifts for the mutual
benefit of all the church body and shall submit to the loving rule of the Elders.
Section 8. Church Discipline
(a) The threefold purpose of church discipline is to glorify God by maintaining purity in the local church (1 Corinthians 5:6), to edify believers by
deterring sin (1 Timothy 5:20), and to promote the spiritual welfare of the
offending believer by calling him or her to return to a biblical standard
of doctrine and conduct (Galatians 6:1).
(b) Members of this church and all other professing Christians who regularly
attend or fellowship with this church who err in doctrine, or who engage
the Board of Elders (also known as the ‘Board’). All rights which would otherwise
vest in the members shall vest in the Board of Elders.
Section 2. Members of the Fellowship
Nothing contained in Section 1 of this Article shall be construed to limit the
right of the Corporation to refer to persons associated with the Corporation
as ‘church members’ even though such persons are not members of the Corporation, and no such reference in or outside of these Bylaws shall constitute
anyone being a member, within the meaning of Section 5056 of the California
Nonprofit Corporation Law. The Corporation may confer by amendment of
its Articles or of these Bylaws some or all of the rights of a member, as set forth
in the California Nonprofit Corporation Law, upon any person or persons
who do not have the right to vote for the election of officers or on a disposition
of substantially all of the assets of the Corporation or on a merger or on a
dissolution or on changes to the Corporation’s Articles or Bylaws, but no such
person shall be a member within the meaning of said Section 5056.
Article V
Church Membership
Section 1. Purpose of the Fellowship
The congregation of Christian believers who have applied for church membership and have been duly accepted shall constitute a spiritual body, united
for the spiritual purposes set forth in the Articles of Incorporation at Article
II, and in Article II of these Bylaws.
Section 2. Active Membership
Active church membership in the Grace Community Church of the Valley
shall be open to all persons who confess Christ as their Lord and Savior and
who have been baptized.
Section 3. Voting Privileges
Membership in this church shall not vest in any church member any proprietary rights in the Corporation, but shall only entitle the church member to
vote at a meeting of the church members on those matters that the Board of
Elders chooses to submit to the church membership for affirmation. In such
cases, voting privileges are restricted to church members who are in good
standing, who are not under any disciplinary action, and who have passed
their sixteenth (16) birthday. Membership shall not be assignable inter vivos
by any church member nor shall that membership vest to any personal rep-
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scheduled worship service in order that the church may call the erring
individual to repentance) or to the fourth stage of church discipline, (i.e.
the dismissal from the fellowship and/or membership of the church) when
one or more of the following have occurred:
(i) Where the transgression and the refusal to repent have been public, i.e.
openly and to the offense of the whole Church (1 Cor. 5:1–5)1
;
(ii) Where the disciplined party has taught or otherwise disseminated
doctrine deemed false or erroneous by the Elders, then chosen to
disregard the direction and reproof of the Elders (Romans 16:17); or
(iii) Where the disciplined party has been warned twice to cease from
factious and divisive conduct and has chosen to disregard that warning
(Titus 3:10–11).
(d) The members of this church, and all other professing Christians who regularly attend or fellowship with this church, agree that there shall be no
appeal to any court because of the dismissal or because of public statements
to the congregation at the third or fourth stages of church discipline. Members of this church who are under discipline by the church, as defined in
the previous paragraphs, forfeit and waive the right to resign from this
church. Resignations from membership are possible only by church members who are in good standing and who are not under any disciplinary
action.
(e) Separate and apart from the process of church discipline, but subject to
the discretion and approval of the Elders (or a duly constituted subcommittee thereof), a church member, non-member regular attender, or other
individual may be notified that he or she is not to be present upon church
premises for such a period of time as is deemed necessary for the safety
and well-being of others on church premises. Such required absence may,
but need not, be concurrent with church discipline of that person.
(f) Separate and apart from the process of church discipline, but subject to
the discretion and approval of the Elders (or a duly constituted subcommittee thereof), the names of any church members who have not attended
a worship service, Sunday School class session or Fellowship Group
meeting at Grace Community Church for a period of six months or longer
may be removed from the membership rolls.
Section 9. No Longer in Use
Removal by resolution of the Board of Elders, March 1999.
in conduct that violates Scripture as determined by the Board of Elders,
shall be subject to church discipline, including dismissal according to
Matthew 18:15–18. Before such dismissal, however, (1) it shall be the duty of
any member of this church who has knowledge of the erring individual’s
heresy or misconduct to warn and correct such erring individual in private,
seeking his or her repentance and restoration. If the erring individual does
not heed this warning, then (2) the warning church member shall again
go to the erring individual, seeking his or her repentance, but accompanied
by one or two individuals who shall confirm that the sin has occurred or
is continuing to occur, and/or that the erring individual has been appropriately confronted and has refused to repent. The first and second warnings
may occur with no specified time interval. If the erring individual still
refuses to heed this warning, then (3) it shall be brought to the attention
of the Board of Elders (or a duly appointed Committee of the Board, per
Article VI, Section 17 of these Bylaws, at the sole discretion of the Board).
If the Board of Elders (or a duly appointed Committee of the Board, per
Article VI, Section 17 of these Bylaws, at the sole discretion of the Board)
determines—after thorough investigation in accord with the procedures
prescribed by pertinent Scripture, including Matthew 18:15–18 and 1 Timothy 5:19—that there is corroborating evidence that the erring individual
has sinned or is continuing to sin, that he or she has been appropriately
confronted, and that he or she has refused to repent, then the Elders shall
inform the church and the congregation thereof at a regularly scheduled
worship service in order that the church may call the erring individual to
repentance. If the erring individual demonstrates repentance, then notice
to that effect may be given at a regularly scheduled worship service. If,
however, the erring individual does not repent in response to the church
in its collective call to repentance, then (4) he or she shall be publicly dismissed from the fellowship and/or membership of the church and the
congregation thereof at a regularly scheduled worship service. If the erring
individual, after such dismissal, heeds the warning, demonstrates repentance, and requests reinstatement before the Board of Elders (or a duly
appointed Committee of the Board, per Article VI, Section 17 of these
Bylaws, at the sole discretion of the Board), then he or she shall be publicly
restored to all the rights, duties, privileges, and responsibilities of fellowship
and/or membership.
(c) Notwithstanding the foregoing, the Elders in the exercise of their discretion
may proceed directly to the third stage of church discipline, (i.e. the informing of the church and the congregation thereof at a regularly 1
Reflective of a historic position on church discipline as demonstrated by the Institutes of the
Christian Religion (1559 ed.), Book IV, Chap. XII, pp. 454–457.
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(b) To make such 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, thereof and generally
to conduct, manage, and control the activities and affairs of the Corporation and to make such rules and regulations consistent with the Scriptures,
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 establish policies and practices for the church consistent with the
purposes of this Corporation.
(e) To assist the Pastor-Teacher in the administration of the ordinances of
baptism and Communion. Each serving Elder is authorized to solemnize
marriages.
(f) To borrow money and incur indebtedness for the purposes of the Corporation and to cause to be executed and delivered, in the corporate name,
promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations, or other evidences of debt and securities.
(g) To carry on a business and apply any such profit that results from the
business activity in which it may legally engage.
Section 2. Number of Elders
In accordance with the provisions of Section 9151 of the California Nonprofit
Religious Corporation Law, the authorized number of directors of the Corporation shall not be less than eleven (11) until changed by an amendment to
the Articles of Incorporation or by an amendment to these Bylaws.
Section 3. Nomination, Selection, and Tenure of Office
Recommendations to fill the office of Elder shall be requested once a year
from all church members. A nominating committee consisting of not less
than five members of the pastoral staff shall be appointed by the Board of
Elders, who will also designate a chairman of the committee. This committee
shall review all nominations and determine each nominee’s qualifications. A
proposed slate of nominees prepared by the nominating committee shall then
be submitted to the Board of Elders, along with any relevant comments.The
Board may then add to the list of nominees and shall then approve or disapprove each nominee at its sole discretion. The newly selected Elders shall
assume office immediately. Notwithstanding the foregoing, an Elder may be
selected by the Board at any time and begin to serve immediately. Provided
the Elder meets all biblical requirements for service in that capacity, there are
Section 10. Regular Meetings
Removal by resolution of the Board of Elders, June 2013
Section 11. Special Meetings
Special meetings of church members may be called at any time by order of
the Pastor-Teacher, the Chairman or Vice-Chairman of the Board of Elders, or
by a quorum of the members of the Board of Elders.
Section 12. Notice of Meetings
Notice of special meetings shall be given from the pulpit at least seven (7) days
prior to the meeting and shall also be published in the regular church bulletin
on the Sunday immediately preceding the meeting.
Section 13. Quorum
At all meetings of church members, the church members present shall constitute a quorum for the transaction of business.
Section 14. Voting Rights
Those admitted to church membership do not constitute a legislative body,
nor do they constitute members of the Corporation, and they cannot vote,
pass resolutions binding upon the Corporation, nor shall they have any equity
in the real property of the Corporation, or rights to vote on its disposal. Said
property of the Corporation is dedicated to religious and charitable purposes
as outlined in the Articles of Incorporation.
Article VI
Elders
Section 1. Powers
Subject to the limitations of the Articles and these Bylaws and of pertinent
restrictions of the Corporation Code of the State of California, all the activities
and affairs of the Corporation shall be exercised by or under the direction of
the Board of Elders, who are responsible for shepherding and having oversight
of the flock. Without prejudice to such general powers, but subject to these
same limitations, it is hereby expressly declared that the Board shall have the
following powers in addition to the other powers enumerated by these Bylaws:
(a) To select and remove all the officers, agents, pastors, staff, and employees
of the Corporation; prescribe such duties for them consistent with the
Scriptures, with law, with the Articles of Incorporation, or with these
Bylaws; and fix the terms of their offices and their compensation.
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the Board if he is found to be physically or mentally incapacitated or spiritually
unqualified (according to pertinent Scripture, including 1 Timothy 3:1–7 and
Titus 1:5–9), after thorough corroborating investigation by the Elders (or a
duly appointed Committee of the Board, per Article VI, Section 17 of these
Bylaws, at the sole discretion of the Board), in accord with the procedures
prescribed by pertinent Scripture, including Matthew18:15–18 and 1 Timothy
5:19. When an Elder is removed because of sin that is deemed sufficient to
disqualify him from shepherding, and if he refuses to repent from that sin, the
removal shall be accompanied by a public rebuke, and notice shall be made
before the church and the congregation thereof at a regularly-scheduled worship service as prescribed in 1 Timothy 5:20.
Section 7. 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 the State of
California.
Section 8. Regular Meetings
Regular meetings of the Board shall be held without call or notice on the
second Thursday after the first Sunday of each month, unless otherwise modified by the Board. Regular meetings shall be open to church members. At its
sole discretion, the Board of Elders may at any time designate a portion of any
or all regular meetings as “Elders only” or “Lay Elders only,” at which time only
the Elders or Lay Elders, respectively, may attend and participate.
Section 9. Special Meetings
Special meetings of the Board of Elders may be called at any time by order of
the Chairman or Vice-Chairman or the Secretary of the Board of Elders or by
a quorum of the members of the Board of Elders.At its sole discretion, the
Board of Elders may at any time designate a portion of any or all special meetings as “Elders only” or “Lay Elders only,” at which time only the Elders or Lay
Elders, respectively, may attend and participate.
Section 10. Notice of Special Meetings
In accordance with the provisions of Section 9211 (a)(2) of the California
Nonprofit Religious Corporation Law, 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, email or other similar means of communication.
Any such notice shall be addressed or delivered to each Elder or at such Elder’s
address as it is shown upon the records of the Corporation or as may have
no required, or defined, limits on an Elder’s term of office.
Section 4. Qualifications
Each member of the Board of Elders must be an active member of this church
and possess the qualifications described in 1 Timothy 3:1–7 and Titus 1:6–9.
He shall be:
(a) Blameless as a steward of God; above reproach (1 Timothy 3:2;
Titus 1:6–7)
(b) Husband of one wife; a one-woman man (1 Timothy 3:2; Titus 1:6)
(c) Temperate, sober, vigilant (1 Timothy 3:2)
(d) Sober-minded, prudent (1 Timothy 3:2; Titus 1:8)
(e) Of good behavior; orderly, respectable (1 Timothy 3:2)
(f) Given to hospitality (1 Timothy 3:2; Titus 1:8)
(g) Apt to teach; able to teach; he can exhort believers and refute false teaching
(1 Timothy 3:2; Titus 1:9)
(h) Not given to wine (1 Timothy 3:3; Titus 1:7)
(i) Not violent; not pugnacious (1 Timothy 3:3, Titus 1:7)
(j) Patient, moderate, forbearing, gentle (1 Timothy 3:3)
(k) Not a brawler; uncontentious; not soon angry or quick-tempered
(1 Timothy 3:3; Titus 1:7)
(l) Not covetous; not a lover of money; not greedy of base gain (1 Timothy
3:3, Titus 1:7)
(m) Rules well his own house; his children are faithful, not accused of rebellion
to God (1 Timothy 3:4; Titus 1:7)
(n) Not a novice; not a new convert (1 Timothy 3:6)
(o) Has a good report or reputation with outsiders (1 Timothy 3:7)
(p) Not self-willed (Titus 1:7)
(q) A lover of good men and things (Titus 1:8)
(r) Just, fair (Titus 1:8)
(s) Holy, devout (Titus 1:8)
(t) Self-controlled (Titus 1:8)
Section 5. Resignation
Subject to the provision of Section 9226 of the California Nonprofit Religious
Corporation Law, any Elder may resign effective upon giving written notice to
the Chairman of the Board or the Secretary of the Board, unless the notice
specifies a later time for the effectiveness of such resignation. If the resignation
is to take effect at some future time, a successor may be selected before that time.
Section 6. Removal of Elders
Any Elder may be removed from office at any regular or special meeting of
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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 such
person’s interest as an Elder.
Section 16. Decisions of the Board of Elders
Decisions shall be reached after prayerful consideration by unanimous vote
in a spirit of humility, with each Elder regarding one another before himself.
Section 17. Committees
Committees of the Board may be appointed by resolution passed by a majority
of the entire Board currently serving. 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
with respect to:
(a) The approval of any action for which the California Nonprofit Religious
Corporation Law also requires member approval (which must be approved
by the Board as a whole, as the Corporation has no members pursuant to
Article IV, Section 1 of these Bylaws).
(b) The filling of vacancies on the Board or on any committee.
(c) The amendment or repeal of Bylaws or the adoption of new Bylaws.
(d) The amendment or repeal of any resolution of the Board which by its
express terms is not so amendable or repealable.
(e) The appointment of other committees of the Board or the members
thereof.
(f) The approval of any self-dealing transaction, as such transactions are defined in Section 9243(A) of the California Nonprofit Religious Corporation Law. The Board shall have the power to prescribe the manner in which
proceedings of any such committee shall be conducted. In the absence of
any such prescription, such committee shall have the power to prescribe
the manner in which its proceedings shall be conducted. Unless the Board
or such committee shall otherwise provide, the regular and special meetings and other actions of any such 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 18. Fees and Compensation
Elders (as such) shall not receive any stated or fixed salary for their services,
however, nothing herein contained shall be construed to preclude any Elders
from serving the Corporation in any other capacity and receiving compensation in that capacity. Any person receiving compensation directly or indirectly
been given to the Corporation by the Elder for such purpose of notice.
Section 11. Quorum
Except as otherwise provided herein, a majority of the Elders currently serving
shall constitute a quorum. A majority of the Elders present, whether or not a
quorum is present, may adjourn any meeting to another time and place.
Whenever the matter to be considered concerns calling or dismissing a pastor,
or buying or selling real estate, a quorum shall consist of not less than twothirds of the members of the Board currently serving. Whenever the matter
to be considered is of a nature to require action by Lay Elders only, a majority
of the Lay Elders currently serving shall constitute a quorum. Except as the
Articles of Incorporation, these Bylaws and the California Nonprofit Religious
Corporation Law may provide, the act or decision done or made by the Elders
present at a regular or special meeting duly held at which a quorum is present
shall be the act of the Board of Elders.
Section 12. Participation in Meetings by Conference Telephone
Members of the Board may participate in a meeting through use of conference
telephone or similar communications equipment so long as all members
participating in such meeting can hear one another.
Section 13. 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 forty-eight (48) 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 14. Action Without Meeting
Any action required or permitted to be taken by the Board may be taken
without a meeting if all members of the Board shall individually or collectively
consent in writing to a duly prepared resolution to such action. Such consent
or consents shall have the same effect as a unanimous vote of the Board and
shall be documented by attaching the signed resolution with the minutes of
proceedings of the Board.
Section 15. Rights of Inspection
In accordance with the provisions of Section 9513 of the California Nonprofit
Religious Corporation Law, every Elder shall have the absolute right at any
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prepare the Communion elements, assist the Pastor at baptismal services and
in the general spiritual care of the church, and shall assist in the care of the
sick and needy. A Deaconess shall be dignified, not a malicious gossip, temperate, and faithful in all things.
Section 4. Ushers
The Ushers shall consist of church members to be nominated annually by
members of the church. The Board of Elders will compile, review and, at its
sole discretion, confirm or disapprove each of the nominations. The Elders
shall post written notice in January of each year of the ushers serving that year.
The Ushers shall serve for a term of one (1) year.
They shall act as church ushers, greeters at the door, church collectors, and
assist the Pastor in the services in such matters as he deems necessary. An Usher
shall meet the qualifications enumerated for a Deacon in Section 2 above.
Section 5. Nomination and Selection
Removal by resolution of the Board of Elders, June 2013
Section 6. Vacancies
In the event any of the above-mentioned offices becomes vacant during the
period between annual designations, the Board of Elders may, at its sole discretion, fill such vacancy for the unexpired term.
Article VIII
Officers
Section 1. Officers
The officers of the Corporation shall be a Chairman, a Vice-Chairman, a Secretary, and a Treasurer. The Corporation may also have, at the discretion of the
Board of Elders, other officers as may be appointed in accordance with the
provisions of Section 3 of this article.
Section 2. Election
The officers of the Corporation, except such officers as may be appointed in
accordance with the provisions of Section 3 or Section 5 of this Article, shall be
chosen annually by, and shall serve at, the pleasure of the Board of Elders. Each
officer shall hold his office until he shall resign, be removed, or become otherwise disqualified to serve, or until his successor shall be elected and qualified.
Section 3. Subordinate Officers
The Board of Elders may appoint, and may empower the Chairman to appoint,
from Grace Community Church shall not be in a position to determine the
nature or amount of said compensation.
Article VII
Other Councils and Committees
Section 1. Councils and Committees
To promote efficient handling of Board matters, the Board may appoint various
councils and committees from within its membership, the staff, and from the
church at large. These councils and committees shall perform tasks solely in
accordance with the duties and with powers specifically delegated by the Board.
The general functions of councils and committees are:
(a) To bring considered recommendations to the Board concerning
ministries.
(b) To provide a wider base of counsel to the Elders having the oversight of
specific ministries.
All councils and committees shall exist for the period specified by the Board.
Section 2. Deacons
The Deacons shall consist of church members possessing the qualifications
described in 1 Timothy 3:8–13 and shall be nominated annually by members
of the church. The Board of Elders will compile, review and, at its sole discretion, confirm or disapprove each of the nominations. The Elders shall post
written notice in January of each year of the deacons serving that year. The
Deacons shall serve for a term of one (1) year. The Deacons shall assist the
Elders in the shepherding of the saints, assist the Pastor at Communion and
baptismal services, aid in the general spiritual care of the church, and perform
other duties as assigned by the Board of Elders. A Deacon shall be a man of
dignity, not double-tongued, not addicted to much wine, not fond of sordid
gain, holding to the mystery of the faith with a clear conscience, first tested
and found above reproach.
Section 3. Deaconesses
The Deaconesses shall consist of church members possessing the qualifications
described in 1 Timothy 3:11 and Titus 2:3–5 and shall be nominated annually
by members of the church. The Board of Elders will compile, review and, at
its sole discretion, confirm or disapprove each of the nominations. The Elders
shall post written notice in January of each year of the deaconesses serving
that year. The Deaconesses shall serve for a term of one (1) year. They shall
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such 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 4. Removal and Resignation
Any officer may be removed upon disqualification and removal as an Elder
per Article VI, Section 6 of these Bylaws. In accordance with the provisions of
Section 9213 (b) of the California Nonprofit Religious Corporation Law, 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 Chairman, or to the Secretary of the
Corporation. Any such 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 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 are not required to be filled on an annual basis.
Section 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 place, the Board of Elders may
from time to time delegate the powers or duties of such officer to any other
officer or other person whom the Board may select.
Section 7. The Chairman
The Chairman 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. He
shall preside at all meetings of the Board of Elders, which are to be conducted
according to the scriptural principles such as set forth in Philippians 2:2–8.
He shall be an ex officio member of all the standing commit12 tees, if any, and
shall have powers and duties as may be prescribed by the Board of Elders or
the Bylaws.
Section 8. Vice-Chairman
In the absence or disability of the Chairman, the Vice-Chairman shall perform
all the duties of the Chairman, and when so acting shall have all the powers
of, and be subject to all the restrictions upon, the Chairman. The Vice-Chairman shall have such other powers and perform such other duties as from time
to time may be prescribed for him by the Board of Elders or the Bylaws.
Section 9. Secretary
The Secretary 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
church members, 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 meetings, the Board and committees’ meetings, and the proceedings thereof. The Secretary shall keep, or
cause to be kept, at the principal office in the State of California the original
and a copy of the Corporation’s Articles and Bylaws, as amended to date.The
Secretary 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 Secretary
shall keep, or cause to be kept at the principal office of the Corporation, a
church membership register, or a duplicated membership register, showing
the names of church members and their addresses.
Section 10. Treasurer
The Treasurer shall ensure the stewardship of the physical and financial resources of the Corporation, “taking precaution that no one should discredit
us in our administration…for we have regard for what is honorable, not only
in the sight of the Lord, but also in the sight of men” (2 Corinthians 8:20–21).
He shall select “men of good reputation, full of the Spirit and of wisdom” (Acts
6:3) to implement and accomplish this responsibility. The Treasurer shall
ensure that all financial activities and transactions are consistent with Articles
I, II, III, VI, XII, XIII, XIV, XV, XVI, and XVII of these Bylaws as well as Sections
9230 (d) (Use of Designated Contributions), 9243 (Self-Dealing Transactions),
and 9244 (Interlocking Directorates) of the California Nonprofit Religious
Corporation Law. The Treasurer 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 books of account shall at all reasonable
times be open to inspection by any Elder as provided in Section 9513 of the
California Nonprofit Religious Corporation Law. The Treasurer shall deposit,
or cause to be deposited, all monies and other valuables in the name and to
the credit of the Corporation with such depositories as may be designated by
the Board of Elders. He shall disburse, or cause to be disbursed, the funds of
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the Corporation as may be ordered by the Board of Elders, shall render, or
cause to be rendered, to the Chairman and the Elders, whenever they request
it, an account of all the 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. He shall make, or cause to be
made, the financial reports at each regular Board meeting and at any meetings
of church members where such financial reports are to be provided.
Article IX
Ordination, Licensing, and Commissioning
Section 1. Ordination
Ordination refers to the unanimous recognition by the Board of Elders of a
man’s call to the ministry, preparation as a shepherd, and qualification to serve.
Ordination shall be conferred for life, so long as the man continues to manifest
the qualifications of the office.
Section 2. Licensing
The license is issued by the Board of Elders and is given in recognition of a
man’s service in a ministry. Its aim is to allow a man to perform the ecclesiastical duties and functions of the church. Licenses will be evaluated—and issued
or renewed—each year at the sole discretion of the Elders. Licenses are to be
issued only to church members of Grace Community Church.
Section 3. Commissioning
When local-church certification is required for ministry or where ordination
would otherwise be unnecessary or inappropriate, a person may be commissioned by the Board of Elders to minister. This commissioning continues as
long as the opportunity to minister remains in effect and as long as the person
maintains the qualifications for ministry, or until the Board of Elders in its
sole discretion revokes the commissioning.
Section 4. Marriages and Weddings
All who are ordained, licensed, commissioned or otherwise authorized by this
church to solemnize marriages may do so, in the exercise of religious freedom,
only where the participants are one man and one woman (Gen. 2:21–24; Matt.
19:4–6; Mark 10:6–9). Church facilities may be used for weddings only where
both prospective spouses are church members in good standing; church facilities are not available to the general public for that purpose.
Article X
The Pastor-Teacher
Section 1. Election
The Pastor-Teacher shall be selected and confirmed by the Board of Elders at
its sole discretion. He shall remain in office an indefinite period of time subject
to the following reservations: the Elders reserve the right to dismiss the Pastor-Teacher upon giving him one month’s written notice of its intention to
dismiss. The Pastor-Teacher must give one month’s notice if he intends to
resign. The time limit of a Pastor-Teacher’s resignation or dismissal is subject
to a lesser time if both the Pastor-Teacher and the church by mutual agreement
provide otherwise.
Section 2. Duties
The Pastor-Teacher shall be an ex officio member of all councils and committees, and he shall be responsible to the Board of Elders. The Pastor-Teacher
shall arrange for and conduct all public and regular services of the church and
shall be responsible for general oversight of the spiritual welfare of the church.
In the absence of the Pastor-Teacher, the Board of Elders (or a duly appointed
Committee of the Board, per Article VI, Section 17 of these Bylaws, at the sole
discretion of the Board), shall be responsible to arrange for the public and
regular services of the church.
Article XI
Settlement of Disputes
Section 1. General
In any dispute arising between church members, pastors, or staff pertaining
to any matter of spiritual teaching or practices, church finances, or title to
property purchased with church contributions, the dispute shall be resolved
by the Board of Elders of the church (or a duly appointed Committee of the
Board, per Article VI, Section 17 of these Bylaws, at the sole discretion of the
Board). A decision shall be reached after prayerful consideration, in a spirit of
humility, with each Elder regarding one another before himself and striving
to preserve the unity of the Spirit in the bond of peace (Ephesians 4:1–3).
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Article XII
Other Provisions
Section 1. Endorsement of Documents, Contracts
The Board of Elders, except as in the Bylaws otherwise provided, may authorize
any officer or officers, agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized
by the Board of Elders, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or agreement, or to pledge
its credit, or to render it liable for any purpose or to any amount. Subject to
the provisions of applicable law, any note, mortgage, evidence of indebtedness,
contract, conveyance, or other instrument in writing and any assignment or
endorsement thereof executed or entered into between this Corporation and
any other person, when signed jointly by the Chairman or Vice-Chairman,
and the Secretary and the Treasurer of this Corporation, shall be valid and
binding on this Corporation in the absence of actual knowledge on the part
of the counter party or counter parties that the signing officers had no authority
to execute the same.
Section 2. Representation of Shares of Other Corporations
The Chairman or any other officer or officers authorized by the Board are each
authorized to vote, represent, and exercise on behalf of the Corporation all
rights incident to any and all shares of any other Corporation or corporations
standing in the name of the Corporation. The authority herein granted may
be exercised either by any such officer in person or by any other person authorized to do so in proxy or power of attorney duly executed by said officer.
Section 3. Construction and Definitions
Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the general provisions of the California
Nonprofit Corporation Law and in the California Nonprofit Religious Corporation Law shall govern the construction of these Bylaws.
Section 4. Amendments
These Bylaws may be amended and new and additional Bylaws may be made
from time to time at any time by the Board of Elders in the exercise of the
power granted to said Board of Elders in these Bylaws.
Section 5. Record of Amendments
Whenever an amendment or new Bylaw is adopted, it shall be copied in the
book of minutes with the original Bylaws, in the appropriate place. If any
Bylaw is repealed, the fact of repeal with the date of the meeting at which the
repeal was enacted or written assent was filed shall be stated in said book.
Article XIII
Receipt, Investment, and Disbursement
of Funds
Section 1.
The Corporation shall receive all monies or other properties transferred to it
for the purposes for which the Corporation was formed (as shown by the
Articles of Incorporation). However, nothing contained herein shall require
the Board of Elders to accept or receive any money or property of any kind if
it shall determine in its discretion that receipt of such money or property is
contrary to the expressed purposes of the Corporation as shown by said
Articles.
Section 2.
The Corporation shall hold, manage, and disburse any funds or properties
received by it from any source in a manner that is consistent with the expressed
purposes of this Corporation.
Article XIV
Corporate Records and Reports
Section 1. Records
The Corporation shall maintain adequate and correct accounts, books, and
records of its business and properties. All such books, records, and accounts
shall be kept at its principal place of business in the State of California, as fixed
by the Board of Elders from time to time.
Section 2. Inspection of Books and Records
Every Elder shall have the absolute right at any reasonable time to inspect all
books, records, documents of every kind, and the physical properties of the
Corporation, and also of its subsidiary organizations, if any.
Section 3. Fiscal Year of the Corporation
The fiscal year of the Corporation shall begin on the first day of July and end
on the last day of June in each year.
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Article XV
Dissolution
Upon dissolution of this Corporation, the Board of Elders shall cause the assets
herein to be distributed to another Corporation with purposes similar to that
identified in Article II of these Bylaws and Article II of the Articles of Incorporation as amended.
Article XVI
Miscellaneous Provisions
Section 1. Instruments in Writing
All checks, drafts, demands for money and notes of the Corporation and all
written contracts of the Corporation shall be signed by such officer or officers,
agent or agents, as the Board of Elders may from time to time by resolution
designate.
Article XVII
Pension
The Board of Elders shall appoint, as deemed necessary by the Board, a pension
and retirement review committee consisting of three or more members of the
Board, and their findings shall be presented, whenever requested, to the Board
of Elders.
Article XVIII
Indemnification
Section 1. Indemnification of Corporate Agents
To the full extent permitted by applicable law, the Corporation shall indemnify
any Elder, director, pastor, or officer, and may indemnify any other employee,
representative, or other “agent” of the Corporation as defined by Section 9246
of the California Nonprofit Religious Corporation Law, as amended, who
was, is, or may be named a defendant or respondent in any proceeding as a
result of his or her actions or omissions within the scope of his or her official
duties, responsibilities, or capacities for or on behalf of the Corporation,
provided that such person has acted loyally and in good faith with respect to
the actions giving rise to the liability. The Corporation shall be empowered,
to the greatest extent allowed by applicable law, to advance reasonable expenses
in defending such actions.
A determination of the permissibility or requirement of indemnification
under this Article shall be made by legal counsel selected by the majority vote
of the Board of Elders.
Section 2. Indemnification of Heirs
The indemnification provided hereunder shall inure to the benefit of the heirs,
executors, and administrators of persons entitled to indemnification hereunder.
The right of indemnification under this Article shall be in addition to and not
exclusive of all other rights to which any person may be entitled.
Section 3. Limitation on Retroactive Effect of Amendment
No amendment or repeal of the provisions of this Article which adversely
affects the right of an indemnified person under this article shall apply to such
person with respect to those acts or omissions which occurred at any time
prior to such amendment or repeal, unless such amendment or repeal was
voted by or was made with the written consent of such indemnified person.
Section 4. Insurance
The Corporation may, but is not required to, purchase and maintain insurance
on behalf of one or more Elders, directors, pastors, officers, employees, or
agents against liability, whether or not the Corporation would have the power
to indemnify such person against the same liability; provided, however, that
the Corporation shall have no power to purchase and maintain the insurance
to indemnify any agent of the Corporation for a violation of Section 9243 of
the California Nonprofit Religious Corporation Law.
Section 5. Severability
In the event that any provision of this Article (including a clause) is held by a
court of competent jurisdiction to be invalid, void, or otherwise unenforceable,
the remaining provisions are severable and shall remain enforceable to the
fullest extent permitted by law.
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