AMBASSADOR BIBLE FELLOWSHIP INC. BY-LAWS

Transcription

1 AMBASSADOR BIBLE FELLOWSHIP INC. BY-LAWS ABF Elders

2 BY-LAWS OF AMBASSADOR BIBLE FELLOWSHIP TABLE OF CONTENTS TABLE OF CONTENTS... 1 PREAMBLE... 2 ARTICLE 1 NAME AND AFFILIATION... 2 ARTICLE 2 PURPOSE... 2 ARTICLE 3 STATEMENT OF FAITH... 2 ARTICLE 4 NON-PROFIT STATUS... 3 ARTICLE 5 CHURCH LOCATION, OFFICES AND FACILITIES... 4 ARTICLE 6 ORGANIZATION OF CHURCH GOVERNANCE... 4 ARTICLE 7 MEMBERS... 5 ARTICLE 8 BOARD OF ELDERS ARTICLE 9 DEACONS AND OTHER COUNCILS AND COMMITTEES ARTICLE 10 PASTORAL, ADMINISTRATIVE STAFF AND NON-PASTORAL STAFF ARTICLE 11 CORPORATE OFFICERS ARTICLE 12 ORDINATION, LICENSING AND COMMISSIONING ARTICLE 13 FINANCES ARTICLE 14 AUXILIARY ORGANIZATIONS ARTICLE 15 INDEMNIFICATION ARTICLE 16 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS ARTICLE 17 CORPORATE RECORDS, REPORTS AND SEAL ARTICLE 18 PROPERTY RIGHTS AND GIFTS ARTICLE 19 AMENDMENT OF BY-LAWS ARTICLE 20 AMENDMENT OF ARTICLES ARTICLE 21 DISSOLUTION

3 PREAMBLE Since it pleased Almighty God, by His Holy Spirit, to call certain of His servants to unite here in 2017 under the name Ambassador Bible Fellowship, for the worship of God and the spread of the gospel of Jesus Christ, and He has sustained and prospered this work to the present day; and Whereas we, the members of Ambassador Bible Fellowship, having searched the Scriptures under the guidance of His Spirit, have recognized the need to constitute ourselves to more closely conform to His will for the Church in this age and prepare ourselves for greater efforts in His name; Now therefore we, the members of Ambassador Bible Fellowship, do hereby organize ourselves in accord with the Idaho Non-Profit Corporation Act and adopt these by-laws as our articles of governance, to be interpreted at all times to reflect the character of and bring glory to Jesus Christ, as revealed in the Holy Bible and articulated in the standards set forth in the Statement of Faith of the Evangelical Free Church of America (EFCA) and the Membership Covenant of this church. ARTICLE 1 NAME AND AFFILIATION SECTION 1 NAME The name of this Church shall be Ambassador Bible Fellowship. SECTION 2 AFFILIATION This Church, while independent and self-governing under God, shall be affiliated with the Evangelical Free Church of America and its EFCA West District. This affiliation is contingent upon the purposes and beliefs of those organizations remaining consistent with the purposes and beliefs of this Church and shall continue so long as this Church so desires. The term Evangelical refers to our commitment to the proclamation of the Gospel and to the authority of Scriptures as being inerrant in the original writings and the only safe and sufficient guide to faith and practice. The term Free refers to our form of Church government as being local and autonomous. The term affiliated or affiliation means a volitional and voluntary association by this Church, which shall have no legal obligation to continue such association. ARTICLE 2 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) ARTICLE 3 STATEMENT OF FAITH SECTION 1 FUNDAMENTAL TRUTHS 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 Idaho. 2

4 At the direction of the Elders, the statement of faith of the EFCA is supplemented and clarified by What We Teach, Perspectives on Contemporary Issues and other such doctrinal statements or position papers as may be subsequently issued by the Elders. SECTION 2 AUTHORITY, INTERPRETATION AND APPLICATON OF SCRIPTURE The articulated Fundamental Truths in Section 1 above do not exhaust the full extent of the doctrinal principles defining our Statement of Faith. The Bible, as the inspired Word of God constituting the sole authority of Christian faith and practice, speaks with final authority pertaining to issues of truth, morality, Church policy, and proper behavioral practice of mankind. For purposes of doctrine, policy, practice, discipline and administration, the Board of Elders constitutes the final interpretive authority pertaining to both the meaning and application of Biblical texts at Ambassador Bible Fellowship. ARTICLE 4 NON-PROFIT STATUS SECTION 1. GENERAL PURPOSES FOR NON-PROFIT STATUS This corporation is a religious corporation and is not organized for the private gain of any person. It is organized under the Non-Profit Religious Corporation Law primarily and exclusively for religious purposes. This corporation is organized exclusively for religious purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future United States internal revenue law). Notwithstanding any other provision of these By-laws, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States internal revenue law), or (b) by a corporation to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code (or the corresponding provision of any future United States internal revenue law). SECTION 2. PRIMARY NON-PROFIT PURPOSE The primary purpose of this corporation shall be to establish and maintain a Church for religious worship. SECTION 3. LIMITATIONS No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, except as provided in Section 501(h) of the Internal Revenue Code, and this corporation shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office, except as otherwise provided in Section 501(h) of the Internal Revenue Code. The property of this corporation is irrevocably dedicated to religious purposes, as set forth in Section 1 above and meets the requirements for exemption provided by Section 214 of the Revenue and Taxation Code. No part of the net earnings of this corporation shall inure to the benefit of its directors, trustees, officers, private shareholders or members, or to any individual. On the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets of this corporation shall be distributed to an organization (or organizations) organized and operated exclusively for religious purposes meeting the 3

5 requirements for exemption provided by Section 214 of the Revenue and Taxation Code and that is tax exempt under Section 501(c)(3) of the Internal Revenue Code. SECTION 4. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS No Elder, Director, Trustee, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its religious purposes, provided that such compensation is otherwise permitted by these By-laws and is fixed by resolution of the Board of Elders; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. The assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation and By-laws of this corporation and not otherwise. ARTICLE 5 CHURCH LOCATION, OFFICES AND FACILITIES SECTION 1. PRINCIPAL CHURCH LOCATION The principal location of the church for religious worship and for the transaction of business of the church shall be in Ada County, Idaho. SECTION 2. OTHER LOCATIONS The church may establish other locations for worship and offices at such other places as its business may require and as the Board of Elders may, from time to time, designate. SECTION 3. FACILITIES The facilities of Ambassador Bible Fellowship shall not be used, either with or without fee, for any purpose that is contrary to articulated doctrine, policy or practices of the church as set forth in these By-Laws, or for any use that is not condoned by specific action of the Board of Elders in cases where the doctrine, policy or practices articulated within these By-Laws might be deemed as inconclusive. ARTICLE 6 ORGANIZATION OF CHURCH GOVERNANCE SECTION 1. THE HEADSHIP OF CHRIST The governance of the Church shall be founded upon the Lordship and direction of Jesus Christ. Everyone in authority shall continually seek His mind and will, through His Spirit and the Word of God in all actions and decisions. SECTION 2. MEMBERS This corporation specifically elects, pursuant to Idaho Non-Profit Corporation Law, to have members who shall be vested with all rights, duties and responsibilities as provided in Non-Profit Religious Corporation Law and in these By-laws. The members shall have the right to vote on the following items of business at the annual business meeting or at special business meetings duly called per the procedures of these Bylaws: a) Amending the Articles or By-laws; 4

6 b) Calling the Lead Pastor; c) Approval of the annual budget; d) Approval of budget increases during the fiscal year in excess of $100,000 or 15% of the approved budget, whichever is larger; e) Consolidation or merger with another Church; f) The sale or transfer of all or substantially all of the Church assets; g) The dissolution and liquidation of this corporation. SECTION 3. ELDERS The governing overseers of the Church shall be called Elders and will serve on a single board designated the Board of Elders. The Board of Elders shall be vested with all rights, duties and responsibilities as provided by the Non-Profit Religious Corporations Law of the State of Idaho and these By-laws. The qualifications, responsibilities and duties of the Elders shall be as defined in these By-laws and the Idaho Non-Profit Corporations law. The Board of Elders shall have final authority for all decisions except for those that require confirmation or voting by the membership of the Church as a whole as specified in Section 2 of this Article 6. SECTION 4. DEACONS AND DEACONESSES Deacons and Deaconesses shall be appointed by the Board of Elders to assist the Board of Elders and Pastoral Staff with the spiritual care of the Church. Deacons and Deaconesses shall serve under the general direction of the Board of Elders. SECTION 5. OFFICERS Pursuant to Idaho Non-Profit Corporation Law, this corporation shall have such officers as are hereinafter designated in these By-laws. ARTICLE 7 MEMBERS SECTION 1. MEMBERSHIP The membership of Ambassador Bible Fellowship shall be composed only of individuals who are united in a common confession of faith in the Lord Jesus Christ and who have given testimony of the authenticity of their faith through public confession and baptism; who have given affirmation of adherence to all tenets of the EFCA Statement of Faith (see Article 3); who agree to submit to the principles of governance set forth in these By-Laws (see Sections 3 & 4, Article 7); and who are actively pursuing and continuing in a vital fellowship with the Lord Jesus Christ and fellow members. While the Church practices baptism by immersion in accordance with New Testament example, the Board of Elders may make allowance for other methods of baptism for good cause when requested. SECTION 2. ADMISSION TO MEMBERSHIP Admission to membership at ABF will follow these steps and must meet all of the following requirements. 5

7 a) The candidate must be a genuine disciple of Jesus Christ. b) The candidate must have been attending a Growth Group for at least 3 months. c) The candidate must have been baptized as an outward expression of the inward reality of new life in Christ. d) The candidate must have attended the membership classes. e) The candidate must complete and turn in the membership application. f) Candidates will be interviewed by one of the pastors or elders of the church g) After the application, membership interview and tentative approval by the Elders, candidate names will be announced to the church as under consideration for membership. 1. It will be explained that if any member has an issue with a candidate for membership, he/she is encouraged to address the concern or pursue reconciliation by approaching the individual privately. Individuals will have 4 weeks to do this. If a concern is not addressed adequately or if reconciliation was not reached between the two parties, an elder or pastor should be informed and brought into the process as it moves forward in pursuit of resolution. 2. This is the church body s opportunity to voice any reasons why the candidate for membership should not be admitted as a member at ABF. Silence from the congregation regarding a candidate will be interpreted by the elders as congregational approval of the candidate. h) Candidates will then be confirmed and finalized by the elder board. i) Lastly, candidates will be recognized and introduced to the congregation. j) If, at any point in the above process, the Board of Elders determines that the applicant does not confess Jesus Christ as Lord and Savior or there is a lack of evidence of a godly lifestyle, the applicant will be denied membership. The decision made by the Board of Elders shall be final. If the applicant subsequently gives ample evidence of repentance and a change in his lifestyle that corrects the prior deficiency, he may reapply for membership after consultation with an Elder. SECTION 3. DISCIPLINE OF MEMBERS 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 in conduct that violates Scripture as determined by the Board of Elders, shall be subject to church discipline, including dismissal according to Matthew 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 6

8 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, 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. If the Board of Elders 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, 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 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: 3. 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) 4. 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 5. 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, nonmember 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- 7

9 being of others on church premises. Such required absence may, but need not, be concurrent with church discipline of that person. SECTION 4. TERMINATION OF MEMBERSHIP Membership in the Church may be terminated for any of the following reasons: a) Absence 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 and have not been able to keep the commitments of the Membership Covenant for a period of six months or longer may be removed from the membership rolls. b) Discipline Any member who is found guilty of conduct unbecoming a Christian and refuses to respond appropriately to discipline as outlined in Section 3 of this Article 7 shall have his membership terminated. Such termination shall be decided by the Board of Elders after due consideration and prayer. The reason for the termination shall be stated in a pastoral letter to the terminated member, sent by certified mail. Should a member, during the discipline process, seek to withdraw his membership to avoid the process, the Board of Elders shall proceed lovingly with the discipline process in accordance with scripture. c) Voluntary Termination Any member may voluntarily withdraw his membership by making written request to the Church Office, except in the case where a member is undergoing Church discipline. SECTION 5. MEMBERSHIP REQUIREMENT FOR POSITIONS OF RESPONSIBILITY Church membership shall be required for all Elders, Deacons and Deaconesses, officers, teachers, staff members, growth group leaders or any other position of responsibility with the Church or its organizations, except as specifically allowed by the Board of Elders. SECTION 6. MEMBERSHIP RECORD The Board of Elders shall be responsible for maintaining or having maintained a membership record containing the name and address of each member, date of membership, and date of termination of membership, if applicable. SECTION 7. MEMBERSHIP RESPONSIBILITIES Church members shall fulfill the commitments of the Membership Covenant, seeking to exercise their spiritual gifts for the mutual benefit of all the church body and shall submit to the loving rule of the Elders. Only those who are members of this congregation shall be entitled to serve in the ministries of the church; non-members may serve on an ad hoc basis with the approval of the elders. Notwithstanding, nonmembers may serve the church for purposes of administration and professional consultation. Under Christ this congregation is governed by its members. Therefore, it is the privilege and responsibility of members to attend all members meetings and to participate in member voting privileges outlined in Article 6, Section 2 above. 8

10 SECTION 8. ANNUAL BUSINESS MEETINGS OF THE MEMBERSHIP The Annual Business Meeting of the membership shall be held near the end of the fiscal year at a time and place to be determined by the Board of Elders. Notice shall be given to the congregation in accordance with Section 11 of this Article 7. At the Annual Business Meeting reports of the ministries and affairs of the Church shall be presented; the Elders, Deacons and Deaconesses appointed by the Board of Elders for the new fiscal year shall be presented; and the annual budget adopted by vote of the membership present. The agenda may include such other matters as determined by the Board of Elders. SECTION 9. SPECIAL BUSINESS MEETINGS OF THE MEMBERSHIP During the year the Board of Elders may call special business meetings if needed to disseminate or discuss information important to the church membership or to conduct other necessary business. Notice shall be given to the membership according to Section 11 of this Article 7. ECTION 10. BUSINESS MEETING PROTOCOL All business matters requiring a vote of the membership pursuant to Article 6, Section 2 of these By-laws will be prepared in advance by the Board of Elders and presented to the members for voting as outlined below. Votes may be cast by voice or secret ballot, as determined by the Board of Elders or the Chairperson of the meeting. Amendments to the By-laws and the call of a Lead Pastor shall be decided by secret ballot. All matters where voting is required shall be decided by majority vote unless otherwise specified herein. Unless otherwise specified in these By-laws or by the Board of Elders, Robert s Rules of Order shall be used as a guideline for conducting business. SECTION 11. NOTICE OF BUSINESS MEETINGS Only the Board of Elders can call a special business meeting. If any member or group of members has a concern, they should bring that concern to the Board of Elders for discussion. Notice of the time and place of all business meetings shall be announced in regularly scheduled services on two consecutive Sundays, by publication in the weekly bulletin (if such bulletin is published and distributed), and on the church website. For all business meetings of the membership, the purpose, time and location of the meeting must be communicated in the aforementioned announcements. SECTION 12. QUORUM Provided all of the provisions for notification have been met (see Section 11 of this Article 7), a quorum shall be understood to be met by those members present. All votes shall be tallied based on the number of votes cast by members present. SECTION 13. ELIGIBILITY TO VOTE Voting is open to all members of record, 18 years of age or older. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members. 9

11 ARTICLE 8 BOARD OF ELDERS SECTION 1. GENERAL POWERS Subject to the provisions and limitations of the Idaho Non-Profit Corporation law and any other applicable laws, and subject to any limitations in the Articles of Incorporation or By-laws, oversight of the activities, business, and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Elders, which may hereafter be referred to collectively as the Board of Elders. The Board of Elders has the responsibility for the spiritual oversight of the congregation. This involves instruction from God s word, the refutation of error, and the administration of discipline. The Elders shall oversee the entire ministry of the Church and shall regularly assess the needs of the body and implement plans for meeting those needs. The Board may delegate to other laypersons, committees or staff members the responsibility for specific Church ministries and may delegate to senior staff members the supervision of other staff. SECTION 2. QUALIFICATIONS The Elders shall be mature, godly men who manifest the qualifications stipulated by the Scriptures (I Tim. 3:1-7; Titus 1:5-9). All Elders shall be members of the church in good standing. SECTION 3. NUMBER The number of Elders shall not be less than one nor more than fifteen based on the number of qualified men available and the needs of the church. The lead pastor shall automatically be a member of the Board of Elders. SECTION 4. TERMS OF OFFICE Provided the Elder meets all biblical requirements for service in that capacity (see Section 2 above), there are no required, or defined, limits on an Elder s term of office. SECTION 5. SELECTION OF ELDERS Elders are selected annually to serve on the Board of Elders according to the following procedure: a) Recommendations to fill the office of Elder shall be requested once a year from all church members. b) A nominating committee made up of elders will review the recommendations to determine if the nominees fulfill the qualifications laid out in Section 2 above. c) 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 shall then approve or disapprove each nominee. d) Those who are initially approved by the elders will be presented to the congregation. It will be explained that if any member has an issue with a candidate for elder, he/she is encouraged to address the concern or pursue reconciliation by approaching the individual privately. Individuals will have 4 weeks to do this. If a concern is not addressed adequately or if reconciliation was not 10

12 reached between the two parties, an elder or pastor should be informed and brought into the process as it moves forward in pursuit of resolution. e) This is the church body s opportunity to voice any reasons why the candidate for elder should not be approved. Silence from the congregation regarding a candidate will be interpreted by the elders as congregational affirmation of the candidate. f) Candidates will then be confirmed and finalized by the elder board, followed by recognition and introduction to the congregation. SECTION 6. REMOVAL OF ELDERS No accusation shall be brought against an Elder except on the basis of at least two witnesses (I Timothy 5:19-21). The matter shall then be taken to the Board of Elders for investigation and resolution. The Board of Elders shall also be a self-disciplining board according to Matthew 18:15-18; II Thessalonians 3:14-15; I Timothy 5: Any decision regarding the discipline of an Elder(s) shall be by a unanimous decision of the remaining Elders. Any Elder may be removed from office at any regular or special meeting of 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), 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. ORGANIZATION The Board of Elders shall organize itself to conduct the affairs of the Church. The Board shall elect a Chairman, Vice-Chairman, Secretary, and Treasurer who shall act as the same respective officers of the Church. Functional assignments of individual Elders may be made to oversee specific areas of ministry, but the Board of Elders as a whole retains authority and responsibility for all Church ministries. The Chairman shall be responsible for calling meetings and shall preside over Board of Elders meetings and Church business meetings. SECTION 8. COMPENSATION Elders shall serve without compensation. They shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 1 of this Article 8. Employees of the Church may be compensated for their duties as employees, but shall receive no additional compensation for service as an Elder. SECTION 9. MEETINGS BY TELEPHONE Any meeting of the Board of Elders may be held by conference telephone or similar communications equipment, so long as all Elders participating in such meeting can hear one another. 11

13 SECTION 10. REGULAR MEETINGS The Board of Elders shall meet regularly and as often as is necessary to adequately oversee the Church and its ministries. Regular Meetings of the Board of Elders shall be held at such time or times as may be designated 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. At their regular meetings, the Board of Elders may consider any business which may properly come before them. SECTION 11. SPECIAL MEETINGS Special meetings of the Board of Elders may be called at any time by order of the Chairman or Vice- Chairman or by the lead pastor or by any two (2) Elders 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 12. NOTICE OF MEETINGS When any regular or special meeting of the elder board is called in accordance with Article 8, Section 11, notice of the meeting must be given to all elders at least 72 hours prior to the meeting start time. Notice of the meeting s time, location and purpose shall be communicated either by phone or using current information on file. SECTION 13. QUORUM FOR MEETINGS A majority of the Board of Elders shall constitute a quorum of Elders required to conduct business. However, a quorum shall consist of not less than two-thirds of the members of the board currently serving whenever the matter to be considered concerns any of the following: a) Calling or dismissing a pastor or an elder b) Buying or selling real estate c) A not of financial indebtedness 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 these By-laws and the Idaho Non- Profit 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 14. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING Any action required or permitted to be taken by the Board of Elders under any provision of law may be taken without a meeting if all the Elders shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Elders. Such action by written consent shall have the same force and effect as the unanimous vote of the Elders. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Elders without a meeting and that the By-laws of this corporation authorize the Elders to so act, and such statement shall be prima facie evidence of such authority. 12

14 SECTION 15. RIGHTS OF INSPECTION In accordance with the provisions of the Idaho Non-Profit Corporation Law, 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 such person s interest as an Elder. Upon request, any member of the church in good standing, as determined solely by the Board of Elders, shall have the limited right at any reasonable time to inspect the minutes of the proceedings of the Board and of the Corporation (except the content of any executive or disciplinary session) and to inspect a summary of the last quarter s financial statement upon giving reasonable time for said minutes or statement to be prepared and accepted for approval by the Board of Elders. ARTICLE 9 DEACONS AND 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 from those having special knowledge of, or the oversight of specific ministries. All councils and committees shall exist for the period specified by the Board of Elders. SECTION 2. DEACONS The Deacons shall consist of male church members possessing the qualifications described in 1 Timothy 3:8 13. The Board of Elders will, at its sole discretion, appoint deacons from the congregation each year, based upon its own recommendations and nominations from the congregation. The Elders shall announce the names of the Deacons each year at the annual members meeting, and they shall serve for a term of one (1) year. The Deacons shall assist the Elders in the shepherding of the saints, assist the Pastors/Elders 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. A Deacon shall be in loving submission to Christ and the Elders of the church and shall provide loving leadership in his home. SECTION 3. DEACONESSES The Deaconesses shall consist of female church members possessing the qualifications described in 1 Timothy 3:11 and Titus 2:3 5 The Board of Elders will, at its sole discretion, appoint deaconesses from the congregation each year, based upon its own recommendations and nominations from the congregation. The Elders shall announce the names of the Deaconesses each year at the annual members meeting, and they shall serve for a term of one (1) year. They shall prepare the Communion elements, assist the Pastors/Elders at baptismal services and in the general spiritual care of the church, and shall 13

15 assist in the care of the sick and needy. A Deaconess shall be dignified, not a malicious gossip, temperate, and faithful in all things. A Deaconess shall be in loving submission to Christ and the headship of the Elders of the church and of her husband (if married) in her home. SECTION 4. NUMBER OF DEACONS AND DEACONESSES The number of Deacons and Deaconesses shall be determined by the Board of Elders annually based on the number of qualified persons available and the needs of the Church. SECTION 5. TERMS OF SERVICE Deacons and Deaconesses are selected for one-year terms. There shall be no limit to the number of years a person may serve if he/she serves well. SECTION 6. ADDITION OF DEACONS AND DEACONESSES DURING THE FISCAL YEAR 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 10 PASTORAL, ADMINISTRATIVE STAFF AND NON-PASTORAL STAFF SECTION 1. PERSONAL QUALIFICATIONS All employees shall be members of the church who fully endorse, as matters of personal belief and fully comply with as matters of personal conduct, all terms set forth in the Statement of Faith and its accompanying doctrinal statements (Article 3, Sections 1 & 2). Objections to stated matters of doctrine in public discourse and teaching, or failure to uphold stated matters of morality in personal lifestyle and in ministry counsel, or failure to submit to interpretations of doctrinal or moral matters as set forth by the Board of Elders, will be grounds for disciplinary action as set forth in Article 7, Section 3 and/or possible termination from employment or ministry service at Ambassador Bible Fellowship. SECTION 2. LEAD PASTOR The Lead Pastor shall be a man of true Christian experience and established character. He shall qualify for his office according to the standards of I Timothy 3:2-7, Titus 1:5-9 and I Peter 5:1-5. He shall become a member of the Church and be in full accord with its Statement of Faith, and all other doctrinal position papers. He shall be a member of the Board of Elders and, by virtue of his office, shall be an ex-officio member of all committees. SECTION 3. SELECTION OF LEAD PASTOR The election of a Lead Pastor may take place at any regular or special business meeting of the membership upon recommendation of the Board of Elders. A Lead Pastor must receive three-fourths of the votes cast at such business meeting and shall be called for an indefinite period of time. SECTION 4. FILLING A VACANCY FOR LEAD PASTOR In the event of a vacancy in the position of Lead Pastor, the Board of Elders shall, as soon as practicable, appoint a Pastor Search Committee with representatives from the Board of Elders. At the elders discretion, they can ask any members of the church to join the pastoral search committee. The Committee shall conduct a search for a new Lead Pastor and make recommendation of a candidate to the Board of Elders. If in agreement with the committee s recommendation, the Board of Elders shall then bring the 14

16 recommendation to the church members at a regular or special business meeting of the membership for voting. Only one candidate at a time shall be brought before the Church membership for approval. SECTION 5. PASTORAL STAFF The Pastoral Staff is made up of Pastors over specific areas of Church ministry who are under the general direction of the Lead Pastor. The Board of Elders establishes the need for such pastors and determines the job description and terms of employment and termination for each position. The Lead Pastor has primary responsibility for recruiting members of the Pastoral Staff. The calling or removal of Associate or Assistant Pastors must be approved by the Board of Elders. Each member of the Pastoral Staff shall be in full accord with the Statement of Faith, and all other doctrinal position papers, and shall become a Church member as soon after joining the staff as practicable. SECTION 6. NON-PASTORAL STAFF Other staff members may be employed as necessary in order to accomplish the work of the Church. These may be full-time or part-time employees. Procedures relating to their selection and terms of employment and termination are the responsibility of the Board of Elders and may be delegated by the Board to individual Elders or to other staff members. ARTICLE 11 CORPORATE OFFICERS SECTION 1. OFFICERS The offices of the Church shall be: a) Chairman of the Board of Elders, who shall also be President of the Corporation; b) Vice-Chairman of the Board of Elders, who shall also be Vice-President of the Corporation; c) Secretary of the Board of Elders, who shall also be Secretary of the Corporation; d) The Treasurer and Chief Financial Officer of the Corporation shall be selected from among the elders or the deacons of the church. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve concurrently as the President or Chairman of the Board of Elders. SECTION 2. CHAIRMAN The Chairman of the Board of Elders shall be a member of the Board of Elders and shall be elected annually by the Board of Elders. In addition to presiding at all meetings of the Board of Elders, he shall also function as a Church Moderator at all business meetings of the membership. He will also serve as an ex officio member of all committees. SECTION 3. VICE-CHAIRMAN In the absence of the Chairman, or in the event of his inability or refusal to act, 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 on, the Chairman. The Vice-Chairman shall have other powers and perform such other 15

17 duties as may be prescribed by law, by the Articles of Incorporation, by these By-laws, or as may be prescribed by the Board of Elders. SECTION 4. SECRETARY The Secretary shall certify and keep at the principal office of the corporation the original, or a copy of these By-laws as amended or otherwise altered to date. The Secretary shall keep at the principal office of the corporation or at such other place as the Board of Elders may determine, minutes of the following: all business meetings of the membership, all meetings of the Board of Elders, and, if applicable, meetings of committees of the Board of Elders. Minutes shall include: the time and place of holding, whether regular or special, how called, how notice thereof was given, the proceedings thereof, and, except for business meetings of the membership, the names of those present or represented at the meeting. The Secretary shall see that all notices are duly given in accordance with the provisions of these By-laws or as required by law. SECTION 5. TREASURER AND CHIEF FINANCIAL OFFICER The Treasurer and Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation's properties and transactions. The treasurer shall send or cause to be given to the Board of Elders such financial statements and reports as are required to be given by law, by these By-laws, or by the Board. The books of account shall be open to inspection by any Elder at all reasonable times. The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the Board of Elders may designate and shall disburse the corporation's funds as the Board may order. ARTICLE 12 ORDINATION, LICENSING AND COMMISSIONING SECTION 1. ORDINATION AND LICENSING An individual may be ordained or licensed as a minister of the gospel by the church after the candidate has met the qualifications for ordination or licensure. These qualifications may include, but are not limited to, education, experience, and training. The specific qualifications and procedures to be followed shall be determined by the Board of Elders. SECTION 2. REVOCATION OF ORDINATION OR LICENSING Ordination or licensing of an individual previously ordained or licensed by the church may be revoked if the individual ceases to meet the requirements and qualifications established by the Board of Elders for such ordination or licensure. The specific procedure for this action shall be determined by the Board of Elders. 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. 16

18 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 believers and at least one is a member in good standing at Ambassador Bible Fellowship. Church facilities are not available to the general public for wedding ceremonies or receptions. ARTICLE 13 FINANCES SECTION 1. FINANCES Necessary finances for conducting the church, its programs and missionary outreach shall be obtained through voluntary tithes and regular offerings. Additional funding campaigns may be undertaken and special offerings taken as deemed advisable by the Board of Elders. ARTICLE 14 AUXILIARY ORGANIZATIONS SECTION 1. AUXILIARY ORGANIZATIONS The church may establish ministries to various groups in the community. If at some time such a group takes steps to separate itself from this Church and form an independent church, all property shall continue to belong to this Church. ARTICLE 15 INDEMNIFICATION SECTION 1. NON-LIABILITY OF BOARD OF ELDERS, OFFICERS AND AGENTS The Board of Elders, officers of this Corporation and its agents shall not be personally liable for the debts, liabilities, or other obligations of the corporation. SECTION 2. RIGHT OF INDEMNITY To the fullest extent permitted by law, this corporation shall indemnify its Elders, members of Leadership Teams, officers, employees, and other persons described in Idaho Non-Profit Corporation Law, including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that section and including an action by or in the right of the corporation, by reason of the fact that such person is or was a person described by that section. "Expenses," as used in this bylaw, shall have the same meaning as in Idaho Non-Profit Corporation Law. SECTION 3. APPROVAL OF INDEMNITY On written request to the Board of Elders by any person seeking indemnification under Idaho Non-Profit Corporation Law, the Elders shall promptly determine in accordance with Idaho Non-Profit Corporation Law whether the applicable standard of conduct set forth in those Idaho Statues have been met and, if it has, the Board of Elders shall authorize indemnification. 17

19 SECTION 4. ADVANCEMENT OF EXPENSES To the fullest extent permitted by law and except as is otherwise determined by the Board of Elders in a specific instance, expenses incurred by a person seeking indemnification under Sections 2 and 3 of this Article 17 in defending any proceeding covered by those Sections shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses. SECTION 5. INSURANCE FOR CORPORATE AGENTS The Board of Elders may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including an Elder, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Idaho Non-Profit Corporation Law. ARTICLE 16 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS SECTION 1. EXECUTION OF INSTRUMENTS The Board of Elders, except as otherwise provided in these By-laws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. SECTION 2. CHECKS AND NOTES 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 designate from time to time by resolution. SECTION 3. DEPOSITS All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Elders may select or authorize. ARTICLE 17 CORPORATE RECORDS, REPORTS AND SEAL SECTION 1. MAINTENANCE OF CORPORATE RECORDS The corporation shall keep at its principal office in the State of Idaho: a) Minutes of all business meetings of the membership, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the proceedings thereof; 18