Dear Highlands Church Family

Transcription

1 Dear Highlands Church Family God has blessed Highlands abundantly from its humble beginnings in the living room of a member couple in 1998 with 18 people, to its home today on 22 acres of land with several buildings, in North Scottsdale with Sunday attendance numbers upwards of 2,000 people! Through the years much has changed. As we have followed God s calling together, we ve grown! The number of pastoral staff, the number of staff, the number of volunteers needed for ministry, the number of ministries, the reach of our missions, our financial budget, has increased and surpassed our expectations. We praise and thank God for such blessings! In early 2014 the Highlands Pastors and Elders implemented a review of the Bylaws of Highlands Church. During the review our leadership discovered inconsistencies between our bylaws and the operation of our church, and its ministries, as a result of our church s growth. As a practical matter we found that the existing Bylaws (while Biblical) did not anticipate a church of the size to which Highlands has grown. Several clauses of the existing Bylaws are no longer practical and do not reflect the reality of day to day operations. Finally, we found the existing Bylaws confusing, difficult to understand and in places potentially inconsistent. One of the changes needed regards church governance. Elders are mentioned prominently and exclusively as leaders of the New Testament local church. Scripture is not silent on the issue of what role elders are to play in shepherding and leading the local church. As we listen and hear God s calling on us as church leaders, we continue to believe and support an Elder led model of church governance as God s design for His church. We plan to recommend to the body of Highlands, an updated and re written set of Bylaws that clarifies a governance of Highlands Church by a Plurality of Elders. In the following pages, you will see what God has revealed to us, through His word, on this important matter. It is our prayer as you read, study, and pray over the material enclosed, that the Holy Spirit will reveal to you these same important leadership and governance truths. We have made significant progress in strengthening our Bylaws for the protection of Highlands Church. Our plan is to introduce the proposed rewritten Bylaws at a special called meeting during our Annual Meeting, Sunday October 25, We pray that you will join the Pastors and Elders in prayers for God s leading for His church. If you have any questions or comments, please feel free to join us after both 1 st and 2 nd services Sunday October 18 th, in the Church Office. You may also contact Doug Milligan by Doug oversaw the rewriting process and is happy to answer questions you may have at dmilligan@highlandschurch.org. In His Love, Highlands Church Elders

2 Highlands Church Bylaws Adopted and approved,

3 HIGHLANDS CHURCH PREAMBLE 1 DEFINTIONS 1 ARTICLE 1: NAME and OFFICES 2 ARTICLE 2: NONPROFIT PURPOSES 2 ARTICLE 3: STATEMENT OF PURPOSE 3 ARTICLE 4: STATEMENT OF FAITH 3 ARTICLE 5: COVENANT OF FELLOWSHIP 4 ARTICLE 6: STATEMENT ON MARRIAGE AND SEXUALITY 5 ARTICLE 7: MEMBERSHIP 6 ARTICLE 8: MEETINGS OF THE MEMBERS 8 ARTICLE 9: GOVERANCE 8 ARTICLE 10: TRANSACTIONS OF THE CHURCH 13 ARTICLE 11: FISCAL YEAR 14 ARTICLE 12: INDEMNIFICATION 14 ARTICLE 13: AMENDMENTS TO 14 ARTICLE 14: ARBITRATION 15 ARTICLE 15: DISOLUTION 16 2

4 PREAMBLE And he said to him, You shall love the Lord your God with all your heart and with all your soul and with all your mind. This is the great and first commandment. And a second is like it: You shall love your neighbor as yourself. On these two commandments depend all the Law and the Prophets. Matthew 22:37-40 ESV DEFINITIONS Church We believe that the church is a spiritual organism made up of all believers in Christ; that in its local manifestation, it is an autonomous assembly (Romans 12:4-5, 1 Corinthians 12:12-31). Within these bylaws, when not referring to Highlands Church specifically, the church is referring to Christ s global church. Committees - Special committees may be appointed by the Council and/or Board of Elders for specific purposes. Such committees will serve until the specific purpose or function for which they were appointed is performed, or until the Elders designate. Such committees may be Compensation committee, Nomination committee etc. Council of Elders Pastors and Lay Elders who serve to seek God s wisdom and vision for Highlands Church, and primarily deal in the spiritual matters of Highlands Church. The Councils purpose is to obtain God s wisdom on o issues facing Highlands Church o plans and ideas o identifying where God is moving within Highlands Church o understanding God s vision for Highlands Church through prayer and discussion o shepherding, overseeing, leading, and caring for Highlands Church The Council of Elders will lead the church [1 Tim 5:17; Titus 1:7; 1 Peter 5:1-2; 1 Timothy 3:1], teach and preach the Word [1 Timothy 3:2; 1 Timothy 5:17; 2 Timothy 4:2; Titus 1:9], protect the church from false teachers [Acts 20:17, 28-31], exhort and admonish the saints in sound doctrine [1 Timothy 4:13; 2 Timothy 3:13-17; Titus 1:9], visit the sick and pray [James 5:14; Acts 20:35], and judge doctrinal issues [Luke 24:27]. Board of Elders - a subgroup of the Council of Elders, made up of the Highlands Sr. Pastor and one other Highlands Pastor, and a minimum of five Lay Elders (or currently serving) Elders who will serve as officers, one who will serve as Chairman and another who will serve as Vice Chairman, and no more than two other active Elders, who will deal in the business and financial matters of Highlands Church. The Board s purpose is to o ensure good governance and accountability o o ensure compliance with law and ethical standards seek sound organizational management practices where decisions are above reproach 1

5 o o o o o address legal, financial and administrative issues provide oversight, direction and decisions as needed and called upon ensure these bylaws are followed to approve and set the annual Highlands Church budget function as directors or any similar requirement which may be imposed by law Lay Elders Non-vocational elders who may serve on both the Council and Board and are not part of the paid pastoral staff but are members in good standing of Highlands Church and are called by God to be an overseer of Highlands Church and its flock. Elder Covenant - A covenant that each Elder of Highlands church agrees to, abides and lives by. The covenant is part of the Policy and Procedures of Highlands Church. Ordinances - Communion, The Lord s Supper, will be observed on a regular basis. Baptism, the mode of baptism will be immersion, and every member (and others part of the church community) of Highlands Church will be encouraged to be obedient to this ordinance. ARTICLE 1 NAME AND OFFICES 1.1 Name. The name of this church will be Highlands Community Church of Scottsdale, dba, Highlands Church, hereinafter referred to as Highlands Church 1.2 Principal Office. The principal office of Highlands Church in the State of Arizona shall be located in Scottsdale, Arizona. The Board of Elders may change the location of any office of the Church. 1.3 Registered Office and Registered Agent. Highlands Church shall maintain a registered office and registered agent in Arizona. The registered office may, but need not, be identical with Highlands Church s principal office in Arizona. The Board of Elders may change the registered office and the registered agent as needed. ARTICLE 2 NONPROFIT PURPOSES 2.1 Tax Exemption. Highlands Church is organized exclusively for one or more of the purposes as specified in Section 501( c) (3) of the Internal Revenue Code of 1986, as amended (hereinafter the Code ), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 ( c ) (3) of the Code. Highlands Church or any individual representing Highlands Church is prohibited from engaging in for-profit transactions or prohibited political activities. Lobbying activities are limited to the insubstantial guidelines as articulated by the IRS Code, as those guidelines are presently interpreted or may be interpreted in the future. 2

6 ARTICLE 3 STATEMENT of PURPOSE 3.1 Statement of Purpose. Highlands Church is committed to the following priorities: (a) Passion For The Lost. The clear purpose of Jesus was to seek and save that which is lost. (Luke 19:10). As a church, we desire to follow His example as we attempt to bring the Good News of Christ to a lost world. (b) Preaching of God s Word. In strongly believing that all Scripture is inspired by God and profitable for teaching, for reproof, for correction, for training in righteousness. (II Timothy 3:16), we desire to communicate God s Word in a clear and practical way. (c) Participatory Worship. [Hebrews 10:24-25; 1 Corinthians 14;26] We promote the heart-felt expression and participation of believers in worshipping God when we assemble together. We value variety and desire to reach and minister to the masses with our focus primarily toward a current musical style. (d) Purposeful Equipping of the Believer. Believing that our mandate from God is for the equipping of the saints for the work of service (Ephesians 4:12), we strategically nurture believers toward Biblical life change and equip them to discover and employ their giftedness. (I Peter 4:10). (e) Personal Hospitality. In our conviction that love should be expressed and hospitality shown, (I Peter 4:8-9; Hebrews 13:1,2), we endeavor to encourage our body to exhibit a sincere love for people that is demonstrated both corporately and individually. (f) Evangelism. We embrace Christ s command to reach the lost, starting with our local community and to the ends of the earth in missions outreach (Matt 28:19). ARTICLE 4 STATEMENT of FAITH 4.1 Statement of Faith. Highlands Church is committed to the profession of faith as follows: (a) We believe in the Scriptures of the Old and New Testament as being verbally and completely inerrant in the original writings and of supreme and final authority in faith and life. (b) We believe in one God, eternally existing in three persons: Father, Son, and Holy Spirit. 3

7 (c) We believe that Jesus Christ was begotten of the Holy Spirit and born of the Virgin Mary and is true God and true man. (d) We believe the Holy Spirit was sent by the Father as promised to convict the world of sin, to glorify Jesus and to transform the lives of believers into the likeness of Christ. (e) We believe that man was created in the image of God; that he sinned and thereby incurred not only physical death, but also spiritual death, which is separation from God; and that all human beings are born with a sinful nature. (f) We believe that the Lord Jesus died for our sins according to the Scriptures as a representative and substitutionary sacrifice, and that all who believe in Him are redeemed and justified on the ground of His shed blood. (g) We believe in the resurrection of the crucified body of our Lord, His ascension into heaven, and His present life for us as High Priest and Advocate. (h) We believe in That Blessed Hope the personal, pre-millennial, and imminent return of our Lord and Savior Jesus Christ. (i) We believe that all who receive, by faith, the Lord Jesus Christ are born of the Holy Spirit and thereby children of God, a relationship in which they are eternally secure. (j) We believe in the bodily resurrection of the just and of the unjust; the everlasting blessedness of the saved, and the everlasting conscious punishment of the lost, along with Satan and the other fallen angels. (k) We believe that the Church is a spiritual organism made up of all believers in Christ; that in its local manifestation, it is an autonomous assembly. (l) We believe that God offers redemption and restoration to all who confess and forsake their sin, seeking His mercy and forgiveness through Jesus Christ. We believe that every person must be afforded compassion, love, kindness, respect, and dignity. Hateful and harassing behavior or attitudes directed toward any individual are to be repudiated and are not in accord with scripture nor the doctrines of the church, nor Highlands Church. (m) This statement of faith does not exhaust the extent of our faith. The Bible itself is the sole and final source of all that we believe as interpreted and applied by our Council of Elders. We believe the Bible to be the inspired, infallible Word of God and is final authority concerning morality and conduct of mankind. ARTICLE 5 COVENANT OF FELLOWSHIP 5.1 Covenant of Fellowship. As a standard of Christian conduct, each Highlands Church member, by the help and guidance of the Holy Spirit, covenants: 4

8 (a) (b) (c) To walk in Christian love. To exercise Christian care and watchfulness over one another. To pray with and for one another, sharing our burdens, sorrows, and joys. (d) To be thoughtful and courteous to one another, to be slow to take offense, and to be quick to forgive and to seek forgiveness. (e) To guard the spiritual and Scriptural purity, and the peace and prosperity of Highlands Church and its growth in Scriptural knowledge, love and Godliness. (f) To assist, as the Lord enables, in the work of Highlands Church and to promote its usefulness as a witness to the saving grace of God in Christ Jesus. (g) To contribute, as the Lord directs, to the financial support of Highlands Church, the relief of the needy, and the evangelization of all people. (h) (i) prayer. To love and to pray for all believers in the Lord Jesus Christ. To engage regularly in corporate worship, personal Bible study, and (j) To bring up the children entrusted to our care in the nurture and admonition of the Lord. (k) To walk worthy of our calling in the world, to practice honesty and integrity in all things. (l) To endeavor by example, by word and by prayer, to share with others the Good News of Jesus Christ, and be ever ready to lead someone to accept Jesus Christ as their Lord and Savior. ARTICLE 6 STATEMENT ON MARRIAGE AND SEXUALITY 6.1 We believe that the term marriage has only one meaning and that is marriage sanctioned by God which joins one man and one woman in a single, exclusive union, as delineated in Scripture. We believe that God intends sexual intimacy to only occur between a man and a woman who are married to each other. We believe that God has commanded that no intimate sexual activity be engaged in outside of a marriage between a man and a woman [Genesis 2: 18-25]. A civil government s sanction of a union will be recognized as a legitimate marriage by Highlands Church only to the extent that is it is consistent with the definition of marriage contained herein. 6.2 We believe that any form of sexual immorality, such as adultery, fornication, homosexuality, bisexual conduct, bestiality, incest, pornography or any attempt to change one s gender, or disagreement with one s biological gender, is sinful and offensive to God [1 Corinthians 6:9-10]. We believe that in order to preserve the function and integrity of the church as the local Body of Christ, and to provide a biblical role model to Highlands Church members and the community, it is imperative that all persons employed by the Highlands Church in any 5

9 capacity, or who serve as volunteers, should abide by and agree to this Statement on Marriage and Sexuality and conduct themselves accordingly. ARTICLE 7 MEMBERSHIP 7.1 Membership. The membership of Highlands Church shall be composed of individuals who are believers in the Lord Jesus Christ and affirm the tenets of Highlands Church (its Statement of Purpose, Statement of Faith, Covenant of Fellowship and Statement on Marriage and Sexuality), and who offer evidence, by their confession and their conduct, that they are living in accord with their affirmations of Christ, and are actively pursuing and continuing in a vital fellowship with the Lord, Jesus Christ. The Church freely and openly displays the gracious forgiveness and love of our Lord and Savior, Jesus Christ. We are aware as well that all have sinned and fallen short of the glory of God, and the Church calls sinners everywhere to repent and experience life in obedience to Christ, and free from the power of sin to control our lives. While we invite all to fellowship with us and to hear the good news of the Gospel, members take an additional step and become representatives of Highlands. As representatives, members are permitted to teach and express our views, and accordingly must be in unity with the essentials of the church. The church also looks to its leadership, as in the selection of elders, from its members. There are areas of Christian liberty that will not prevent membership (i.e. Rom. 14, 1 Cor. 10), but members must agree with the church leadership on essential beliefs, such as those expressed in the bylaws. Further, members must agree that the Elders are the final authority in interpreting the scriptures and practices for the church. Accordingly, members take the additional step of affirming their agreement with the essential doctrines of Highlands, in order to represent our beliefs properly to others. 7.2 Qualifications of Membership. The Church shall have one class of members. Only individuals may become members. 7.3 Requirements of Members. Individuals presenting themselves for acceptance as members at Highlands Church will be required to; Attend a Highlands Heartbeat session. These are regularly scheduled meetings for individuals interested in becoming members of Highlands Church. Meetings of Highlands Heartbeat are scheduled per the Policy and Procedures of Highlands Church Subsequently participate in and complete an Elder Interview (with one or more Elders) Participate and serve in the ministry s of Highlands Church on a regular basis Accept the Statement of Purpose, Statement of Faith, Covenant of Fellowship, Statement of Marriage and Sexuality Complete any required membership classes 6

10 Agree to be governed in Highlands Church affiliation by these bylaws (Specifically Article 7 Membership section 7.5 and Article 9 Governance) The Council of Elders has the authority to amend the qualifications and requirements of individuals to act as Representatives, as deemed necessary, from time to time. 7.4 Termination of Membership. Membership at Highlands Church may be terminated in the following ways: (a) By removal a member s name may be dropped from the membership roll of Highlands Church upon written and/or ed request of such member. (b) By inactivity If it can be shown that a member has been inactive, through lack of attendance, financial support or interest in the Highlands Church ministry over a period of six months. (c) (d) Section 7.5. By death. By vote of the Council of Elders through church discipline as defined in 7.5 Church Discipline. Ongoing sin in the life of a believer obstructs a higher walk with the Lord, threatens the unity and fellowship within the body, and ultimately weakens the witness of the church to those who do not know Christ (II Corinthians 6:3; I John 1:6,7). Scripture encourages believers to be concerned with each other s spiritual well-being, and teaches them to admonish in love and a spirit of gentleness where there is evidence of sin (II Corinthians 11:29; Luke 17:3; Galatians 6:1,2), Highlands Church acknowledges the following procedure for confrontation of a church member: (a) If one has firsthand knowledge of ongoing sin in the life of a fellow believing member, he/she should go promptly and confront the individual in private, encouraging him/her to confess and repent, seeking forgiveness and reconciliation. (Matthew 18:15). (b) If there is no expression of repentance, he/she should confirm the facts of the situation in the presence of one or two witnesses (Matthew 18:16). If there is still no repentance, Scripture teaches that the matter should be brought before the church. At Highlands Church, the matter at this point will be brought before the Council of Elders. The Elders will attempt to confirm the facts of the situation, the member will be given the opportunity to respond to the accusation(s) and, if they are proven to be true, the Elders will call for confession and repentance. If there is confession and repentance, the Elders will determine and oversee a process of restoration to be followed by the member (2 Thessalonians 3:6; Galatians 6:1-2; Titus 3:10,11). If there is no confession or repentance or change of heart by the member, the Elders will terminate membership where appropriate in their judgment. Following termination, the action will be announced to members of Highlands at a regular or specially called meeting for that purpose. The purpose of such an action is to protect the purity of Fellowship (1 Corinthians 5:6), to warn the Highlands Church membership of 7

11 the seriousness of sin (1 Timothy 5:20), and to give testimony of righteousness to a watching world. For the unrepentant brother or sister, the purpose is not to punish, but to awaken, and it is to be done in humble love and never in a spirit of self-righteousness (2 Thessalonians 3:15). (c) Any person who has been separated from the fellowship of Highlands Church may, upon repentance and compliance with the disciplinary action applied in the situation, be restored to fellowship and ministry by the Council of Elders of Highlands Church. It is essential that the process of church discipline be approached and carried out with an attitude of love, concern, and humility, and should be motivated by the sincere desire to see repentance and the restoration of fellowship. Reflecting God s grace and forgiveness, believers are taught to be quick to forgive when there is the genuine expression of repentance on the part of a fellow believer, (Galatians 6:1; Matthew 6:14, 15; 18:21; Ephesians 4:32; Luke 17:3). ARTICLE 8 MEETINGS of the MEMBERS 8.1 Worship Meetings / Worship Services Highlands Church shall meet regularly Sunday mornings and at such other times as the Council of Elders decide for worship, prayer, fellowship, administering the ordinances, and teaching the Word of God. 8.2 Business Meetings From time to time, Membership Meetings for Highlands Church members may be called, when needed, by the Chairman of the Elders, or upon notice from the Council or Board of Elders. At least one week prior to such a meeting, notice of a Business Meeting will be published in the Sunday Highlands Church bulletin and/or Highlands Church website, and will contain the time and place of the business meeting. 8.3 Annual Membership Meeting Highlands Church will hold an Annual Meeting to discuss the health and affairs of Highlands Church. The Annual Meeting will be called by the Chairman of the Elders, or upon notice from the Council or Board of Elders. At least one week prior to such meeting, notice of an Annual Meeting will be published in the Sunday Highlands Church bulletin and/or Highlands Church website, and will contain the time and place of the Annual Meeting. 8.4 Other Meetings Other meetings of Highlands Church as a whole or of authorized groups within Highlands Church will be set according to the needs of the congregation. 8

12 ARTICLE 9 GOVERNANCE 9.1 The New Testament model of church government depicts elders ruling in plurality, i.e., serving equally together under the authority of Jesus Christ in the power of the Holy Spirit to determine and implement God s will for His church (Acts 15:6-29, 20:28-31; Hebrews 13:17; James 5:14; 1 Peter 5:1-5). Jesus Christ, as the head of the Church, governs His Church by choosing and ordaining its leadership. Under Christ s leadership, Highlands Church shall be ruled by Elders (Pastors) in accordance with these bylaws. 9.2 The Board of Elders of Highlands Church shall have the power and authority to make rules, policy and regulations not inconsistent with the laws of the State of Arizona and these Bylaws. The Board of Elders shall oversee the business and ministry of the church, and determine the best measures, under the guidance and direction of the Holy Spirit, for promoting the spiritual growth and evangelistic witness of Highlands Church. The members of Highlands Church shall not have any governance role in the operation of the church, except where member notice is required for levels of debt expenditures (see Section 9.4 (j)(3) 9.3 Pastors / Elders (a) Oversight of Personnel The Senior Pastor will oversee the duties and responsibilities of Highlands Church staff. The Senior Pastor, or his designee, in consultation with the Board of Elders and/or a duly appointed Compensation Committee, will be responsible for recommending salary and compensation for all non-pastoral staff as well as any termination of non-pastoral staff in accordance with guidelines and policies approved by the Board of Elders. The Board of Elders will be responsible to review and approve: All salary and compensation changes of the Pastoral staff Pastoral discipline, even to the revoking of the ordination credentials of a pastor licensed or ordained under these by-laws, if the said pastor ceases to meet the requirements set forth herein Termination of Pastoral staff. Any termination of Pastoral Staff will require the approval of the Council of Elders as noted in section 9.4 (a.) When needed, the Board of Elders may appoint a Compensation committee. The committee may be asked, among other tasks, to: Review and recommend changes to Pastoral staff salary and compensation based on proposals from the Senior Pastor Make recommendations regarding changes to compensation of the Senior Pastor Recommend changes to compensation policies for all Highlands Church staff. (b) Duties The Pastors and Council of Elders will watch over the spiritual life of Highlands Church, preach and teach the Word, administer the ordinances, and have charge of the worship services. 9

13 (c) A Pastoral Candidate A Pastoral candidate will be considered only after he has agreed to the Statement of Purpose, Statement of Faith, Covenant of Fellowship, Statement on Marriage and Sexuality and these bylaws. Said candidate shall be recommended by a Pastor or Elder for review. Upon review, the Council of Elders will affirm his position as a Highlands Church staff member by voting as prescribed in section 9.4 (a). 9.4 Elders (a) Elder Voting - The process for Elder voting will be conducted with prayer and as the Holy Spirit directs. We desire unanimous votes on all matters. On matters where voting by the Council of Elders or by the Board of Elders is needed, a vote of 2/3 of the Elders present is required to pass a motion (provided a quorum of at least 2/3 of the currently serving elders is present, a majority of Elders). (b) Selection of Elders. Scripture gives evidence of the first elders being appointed by the founders of the church. These men were always appointed after being recognized as those called and equipped by God for the task. By this example, it is implied that the existing spiritual leadership of Highlands Church be intimately involved in the process of selecting elders, to insure selection based on spiritual rather than superficial qualifications. Beyond this, there are no specific guidelines given regarding the selection process. It would therefore appear that freedom is given to the individual church regarding the selection process (Acts 14:23; Titus 1:5). Highland s men who are members of Highlands Church and reflect the qualities outlined in 1 Timothy 3:1-7 and Titus 1:5-9 in their daily lives, and who are in effect doing the work of the office (elder) without the title of the office (elder), give evidence of God s call to the role of elder. Each year, the Council of Elders currently serving will determine the number of positions, if any, to be filled the following year. If the Elders determine additional elders are needed, they will initiate the process described below for elder selection. (1) The Council of Elders will appoint a Nominating committee consisting of at least five (5) active Highlands Church members, including no more than two who currently serve as Elders. For the purpose of order, one of the two Elders will serve as chairman of the committee. Members of this committee will serve as instructed by the Council of Elders. (2) The Highlands Church membership will be given thirty (30) days notice to prayerfully submit the names of Highlands Church men members for consideration as elders to the nominating committee. (3) The Nominating committee will compile the names of the nominees, and will submit a prioritized list of men who are believed to be Biblically qualified to the Council of Elders. (4) In determining the nominees, the Council of Elders will vote as prescribed in Section 9.5 (a). The nominees who receive affirmative vote by the Elders present will be so informed, and urged to engage in self-appraisal, personal evaluation in light of the Scriptural qualifications and prayer. Any nominee may withdraw his name during the process. 10

14 (5) If the nominee agrees to serve, having agreed with the stated Statement of Purpose, Statement of Faith, Covenant of Fellowship, Statement on Marriage and Sexuality, the Elder Covenant, these bylaws and the biblical requirements to serve as a Highlands Church elder, his name will be brought before the members of the church, who will be given fourteen (14) days to show cause why any one of the prospective elders would not be qualified to serve. Consistent with Matthew 18:15 and Matthew 5:24, any member witness to such cause should first express his/her concern to the prospective elder in private and then should also express his/her concern to the Council of Elders for consideration. Upon confirmation of the vote of the Council of Elders and after a 14 day affirmation period, any affirmed Elder(s) will be presented to the congregation during a Sunday Worship service. (c) Elder Term of Office and Position. Scripture indicates no fixed term for elders, therefore no specific fixed term of office is required, once an elder always an elder by position. To maintain a level of diversity and balance, elders are divided into two distinct groups by function only. The first group is Council of Elders. The Council of Elders is made up of individuals that have been affirmed by the existing Council of Elders. An individual s service as an active Council of Elder may be discontinued by his own decision, or by a ¾ vote of the Council of Elders. Leaving the Council of Elders would not preclude his future service as an Elder, subject to the normal Elder selection process as described herein. The second group is the Board of Elders. Elders, upon appointment by the Council of Elders, will be asked for a three-year commitment to the Board of Elders. The Board of Elders will appoint a Chairman and Vice Chairman to serve over both the Council of Elders and the Board of Elders (the Vice Chairman to serve in the Chairman s absence). A Secretary and Treasurer will also be appointed and may be filled by an active Board Elder or by a member of Highlands Church staff. Highlands Church staff serving on the Board are to be non-voting members. An individual s service as an Elder may be discontinued by his own decision, or by ¾ vote of the Council of Elders. When an Elder has served his three year term, he will be required to leave the Board of Elders for at least one year and resume his service on the Council of Elders. To the extent practicable, Elder terms on the Board of Elders shall be staggered to provide continuity of leadership. (d) Vacancy the office of elder position will be considered vacant upon the happening of any one of the following: (1) Resignation (2) Removal by the active Council of Elders or Board of Elders i. A violation of Scriptural principles or moral failure may be considered as grounds for removal for cause (3) Death 11

15 (e) Filling Vacancies. If the Council of Elders decide to fill a vacancy, said vacancy will be filled by this sections 9.4 b. (f) Regular Elder Meetings. Regular meetings of the Elders will be held at the direction of the Chairman of the Elders. Officers will be elected prior to the end of the three year cycle of Officers at a Regular Elder Meeting, or Special Elder Meeting. Other regular meetings may be held at such times and places as the Elders may determine. Attendance of more than 2/3 of the Council of Elders at a meeting and 2/3 of the Board of Elders at a meeting will constitute a quorum at Council of Elders or Board of Elders meetings. (g) Special Elder Meetings. Special Meetings of the Council of Elders or the Board of Elders may be called at any time at the request of the Chairman of the Elders, or by a majority of the Elders. (h) Action by Consent of Board Without Meeting. Any action required or permitted to be taken by either the Council of Elders or the Board of Elders may be taken without a meeting, and with the same force and effect as a unanimous vote of the Council or Board of Elders, if a quorum of the Council or Board consent in writing or by to the action. Such consent may be given individually or collectively. The notice of a meeting by electronic means conference must state the fact that the meeting will be held by electronic means as well as all other matters required to be included in the notice. Participation of a person in a conference call meeting constitutes presence of that person at the meeting. (i) Place of Meeting. All meetings of the Elders will be held at a place determined by the Chairman. (j) Duties. The Elders shall administer the affairs of Highlands Church. In addition to the purposes of the Council of Elders and the Board of Elders in the Definitions section, other specific responsibilities of the Elders will include: (1) To assist the Pastors in shepherding, nurturing and caring for the people of Highlands Church. (2) To help supervise and administrate the programs and ministries of Highlands Church. (3) To supervise and administer all ways and means of raising funds; to receive and disburse the funds in accordance with these Bylaws. Any action that creates an obligation of debt of Highlands Church and increases the liability to asset ratio of the balance sheet above 20% of the value of the total assets, must be affirmed by a ¾ vote of the Board of Elders. The Elders will thereafter inform the membership of steps taken under this provision, and the reasons for such actions. (4) To see that title to all property is taken and held in the name of Highlands Church, but not acquire or dispose of real property or its fixtures or contract for any loans on behalf to Highlands Church, except upon prior specific instructions by an affirmative vote of the Board of Elders. 12

16 (5) To annually review and evaluate the overall ministry of Highlands Church. (6) To operate with a Conflict of Interest policy, which dictates that a person with a direct financial interest, which shall include immediate family members, shall not participate in any discussion or decision that affects such interest. (7) To interpret these Bylaws. (8) On any decision of governance, the Council of Elders or the Board of Elders shall have the authority to retroactively approve or ratify any action taken by its respective board. 9.5 Board of Elder Officers (a) Officers - will be appointed by the active Board of Elders and will include a Chairman and Vice Chairman, each of whom will be an active Lay Elder. A Secretary and Treasurer will be appointed and may be an active Lay Elder or a member of Highlands Church staff. Elder Officers may elect Assistant Secretaries and Assistant Treasurers who need not be Elders. (b) Chairman The Chairman will preside at all Business Meetings of Highlands Church members and all Elder meetings; have general supervision of the administrative affairs of Highlands Church as provided in these bylaws and/or directed by the Board of Elders; sign all instruments of Highlands Church as authorized by the Board of Elders, and will perform all other duties incident to this office. (c) Vice Chairman an officer who will exercise the functions of the Chairman during his absence. (d) Secretary The Secretary will keep the minutes of the Board of Elder meetings, minutes of Business Meetings of the Members; receive and issue notices, be custodian of the corporate seal and records; keep a current roster of all members with addresses; maintain a record of attendance at Elder s meetings; and sign instruments authorized by the Elders or membership. (e) Treasurer The Treasurer will be responsible for oversight of the receipt, deposit and disbursement of all funds and securities as authorized by the Board of Elders and carried out by staff; keep books of accounts, make available current financial statements at the annual meeting of the members, and other such reports as may be directed by the Board of Elders; and send financial statements to members and other regular contributors showing their record of contributions. (f) Chief Financial Officer As needed and affirmed by the Board, a Chief Financial Officer (CFO) may serve on the Board. The CFO may be chosen from the Elders or from Highlands Church staff and will be a non-voting member. (g) Removal of Officers Per 9.4 (c), (d) and (e) above. (h) Disallowed Payments - Any payment made to an officer of Highlands Church such as a salary, commission, bonus, interest or rent, or expense reimbursement incurred by him, which is disallowed in whole or in part as an acceptable 13

17 expense by the Internal Revenue Service, shall be reimbursed by such officer to Highlands Church to the full extent of such disallowance. It shall be the duty of the Board of Elders to enforce payment of any amounts disallowed. ARTICLE 10 TRANSACTIONS OF THE CHURCH 10.1 Contracts. The Board of Elders shall constitute the Board of Directors as required by state law. The Board of Directors/Elders may authorize any officer or agent of Highlands Church to enter into a contract or execute and deliver any instrument in the name of and on behalf of Highlands Church. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments Affiliated Transactions. No contract or transaction between Highlands Church and one or more of its Directors/Elders or officers, or between Highlands Church and any other church, partnership or association or other organization in which one or more of its Directors/Elders or officers are Directors/Elders or officers, or have financial interest, shall be void or voidable solely for this reason if: (a) The material facts concerning the financial interests are disclosed to the Board of Directors/Elders or committee and the Board of Directors/Elders or committee authorizes the contract or transaction by the affirmative vote of a majority of the disinterested Directors/Elders or committee members. (b) The contract of transaction is fair to Highlands Church at the time of the approval. Nothing herein shall prevent the retroactive approval of a transaction. (c) The interested Director/Elder or committee member that is present may be counted towards a quorum for purposes of voting on the contract or transaction. The interested Director/Elder or committee member may participate in the discussion of the matter but may not vote. ARTICLE 11 FISCAL YEAR The fiscal year of the Church shall begin July 1 st and end June 30 th each year. ARTICLE 12 INDEMNIFICATION When Indemnification is required, permitted and prohibited, Highlands Church shall indemnify a Director/Elder, officer, committee member, employee or agent of Highlands Church who was, is or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in Highlands Church. For 14

18 the purposes of this article, an agent includes one who is or was servicing at the request of Highlands church as a Director/Elder, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise. However, Highlands Church shall indemnify a person only if he or she acted in good faith and reasonably believed that the conduct was in Highlands Church s best interests. In a case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. Highlands Church shall not indemnify a person who is found liable to Highlands Church or is found liable to another on the basis of improperly receiving personal benefit. A person is conclusively considered to have been found liable in relation to any claim, issue or matter if a court of competent jurisdiction has adjudged the person liable and all appeals have been exhausted. ARTICLE 13 AMENDMENTS TO Any article or section of these bylaws may be altered, amended or replaced at the discretion of the Highlands Council of Elders, and a written notice of such amendment will be made available to all active members and posted as a part of the same announcement. The Elders will seek active participation from the membership in all matters regarding changes or amendments to the bylaws and seek clarity in the reason for doing so. Membership input will always be welcomed and an atmosphere of unity and brotherhood will always be fostered with full disclosure as far as it is possible and prudent. However, a vote of the membership will not be required for an amendment, except for such matters as may be designated by the Council of Elders for membership approval. Any amendments require a ¾ vote of the Council of Elders. ARTICLE 14 ARBITRATION 18.1 Peacemaking. Although it is appropriate for one or both parties to seek advice on how to implement peacemaking responses, members should normally try to resolve their differences one-on-one before asking others to intervene in the dispute. (a) Overlook an offense. Many disputes are so insignificant that they should be resolved by quietly and deliberately overlooking an offense. "A man's wisdom gives him patience; it is to his glory to overlook an offense" (Prov. 19:11). Overlooking an offense is a form of forgiveness, and involves a deliberate decision not to talk about it, dwell on it, or let it grow into pent-up bitterness or anger [1 Corinthians 6:7]. (b) Reconciliation. If an offense is too serious to overlook or has damaged our relationship, we need to resolve personal or relational issues through confession, loving correction, and forgiveness. "[If] your brother has something against you... go and be reconciled" (Matt. 5:23-24). "Brothers, if someone is caught in a sin, you who are spiritual should restore him gently" (Gal. 6:1; see Matt. 18:15). "Forgive as the Lord forgave you" (Col. 3:13). 15

19 (c) Negotiation. Even if we successfully resolve relational issues, we may still need to work through material issues related to money, property, or other rights. This should be done through a cooperative bargaining process in which you and the other person seek to reach a settlement that satisfies the legitimate needs of each side. "Each of you should look not only to your own interests, but also to the interests of others" (Phil. 2:4) Dispute Resolution. If the parties cannot resolve a dispute through personal peacemaking, they should pursue one of the assisted responses. This will require that they seek help from other people in their church or community. (a) Mediation. If two people cannot reach an agreement in private, they should ask one or more objective outside people to meet with them to help them communicate more effectively and explore possible solutions. "If he will not listen [to you], take one or two others along" (Matt. 18:16). These mediators may ask questions and give advice, but they have no authority to force you to accept a particular solution. (b) Binding Christian Arbitration. When you and an opponent cannot come to a voluntary agreement on a material issue, you may appoint one or more arbitrators to listen to your arguments and render a binding decision to settle the issue. "If you have disputes about such matters, appoint as judges even men of little account in the church" (1 Cor. 6:4-5). (c) Accountability. If a person who professes to be a Christian refuses to be reconciled and do what is right, Jesus commands his or her church leaders to formally intervene to hold him or her accountable to Scripture and to promote repentance, justice, and forgiveness: "If he refuses to listen [to others], tell it to the church" (Matt. 18:17) Legal Claims. All legal claims by members, directors (as defined in Article 9), officers and employees against Highlands Church shall be resolved in binding Christian arbitration where all other attempts at reconciliation or mediation are unsuccessful. All participants in any dispute agree to this method of resolution and waive any rights of access to courts or litigation, except where such waiver is impermissible by law. The Council of Elders shall be the sole authority in all matters of doctrine, practice and interpretation of scripture, and questions of Highlands Church governance. All members agree to be bound by the Board s interpretation and decisions in any dispute. ARTICLE 15 DISOLUTION Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code. The Board of Elders is directed to distribute such assets to non-profit entities consistent with the nature of Highlands Church, and specifically to entities that have as their primary purpose the propagation of the gospel of Jesus Christ. Any assets not so disposed shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is located. Disposal shall be made 16

20 exclusively for exempt or public purposes consistent with the mission of Highlands Church, or be made to such organization or organizations as the court shall determine to be organized exclusively for such purposes. 17