BYLAWS OF THE VILLAGE CHURCH OF DUNWOODY

Transcription

1 BYLAWS OF THE VILLAGE CHURCH OF DUNWOODY These Bylaws govern the affairs of The Village Church of Dunwoody, a Georgia nonprofit corporation (the "Village Church" or church or Corporation ). The Village Church is organized under the Georgia Nonprofit Corporations Code (the "Code"). The Village Church follows the principle of a plurality of leadership with four groups having different but complementary responsibility and authority. This provides a system of accountability with checks and balances between these groups that work together to lead the Village Church in pursuit of our purpose and ministry objectives. The members of the Village Church are responsible for specific approvals and to carry out our purpose as each Member has a vital role in ministry of the Village Church. (See Article 3) The Stewardship Team is responsible for the corporate affairs of the Village Church (e.g. financial and property). (See Article 4) The Elder Ministry Team is responsible for ministry effectiveness, Biblical integrity and theological purity of the Village Church. (See Article 6) The Lead Pastor, Officers and Management Team are responsible for leading the ministries and running the day-today activities of the Village Church. (See Articles 5 and 7) ARTICLE 1: Principal Office The principal office of the Village Church in the State of Georgia shall be located in Georgia. The Stewardship Team of the Village Church shall have full power and authority to change any office from one location to another, either in Georgia or elsewhere. The Village Church shall comply with the requirements of the Code and maintain a registered office and registered agent in Georgia. The registered office may, but need not, be identical with the Village Church's principal office in Georgia. The Stewardship Team may change the registered office and the registered agent as provided in the Code. ARTICLE 2: Our Beliefs The Village Church affirms both the Apostle s Creed and the Nicene Creed as foundational and historical expressions of orthodox Christian doctrine. In addition, we have summary statements with Biblical references that state our beliefs. Apostles Creed I believe in God, the Father Almighty, maker of heaven and earth. And in Jesus Christ, his only Son, our Lord, who was conceived by the Holy Spirit, born of the virgin Mary, suffered under Pontius Pilate, was crucified, died and was buried. He descended into hell. The third day He rose again from the dead. He ascended into heaven and sits at the right hand of God the Father Almighty. From thence He will come to judge the living and the dead. I believe in the Holy Spirit, the holy Christian Church, the communion of saints, the forgiveness of sins, the resurrection of the body, and the life everlasting. Amen. Nicene Creed One note: The reference to "one holy catholic and apostolic Church" refers to the universal church, not any denomination. We believe in one God, the Father, the Almighty, maker of heaven and earth, of all that is, seen and unseen. We believe in one Lord, Jesus Christ, the only son of God, eternally begotten of the Father, God from God, Light from Light, true God from true God, begotten, not made, of one being with the Father. March 2, BYLAWS OF THE VILLAGE CHURCH OF DUNWOODY- Page 1

2 Through him all things were made. For us and for our salvation he came down from heaven: by the power of the Holy Spirit he became incarnate from the Virgin Mary, and was made man. For our sake he was crucified under Pontius Pilate; he suffered death and was buried. On the third day he rose again in accordance with the Scriptures; he ascended into heaven and is seated at the right hand of the Father. He will come again in glory to judge the living and the dead, and his kingdom will have no end. We believe in the Holy Spirit, the Lord, the giver of life, who proceeds from the Father and the Son. With the Father and the Son he is worshipped and glorified. He has spoken through the Prophets. We believe in one holy catholic and apostolic Church. We acknowledge one baptism for the forgiveness of sins. We look for the resurrection of the dead, and the life of the world to come. AMEN. Summary statements of belief: We believe the Bible to be the inspired, the only infallible, authoritative Word of God. 2 Timothy 3:16; 2 Peter 1:20; 2 Timothy 1:13; Psalm 119:105, 160; Psalm 12:6; Proverbs 30:5 We believe that there is one God, eternally existent in three persons: Father, Son and Holy Spirit. Genesis 1:1, 26-27; 3:22; Psalm 90:2; Matthew 28:19; 1 Peter 1:2; 2 Corinthians 13:14 We believe in our Lord Jesus Christ, both fully God and fully man, in His virgin birth, in His sinless life, in His miracles, in His vicarious and atoning death through His shed blood, in His bodily resurrection, in His ascension to the right hand of the Father, and in His personal return in power and glory. Matthew 1:22-23; Isaiah 9:6; John 1:1-5, 14:10-30; Hebrews 4:14; 1 Corinthians 15:3-4; Romans 1:3-4; Acts 1:9-11; 1 Timothy 6:14-15; Titus 2:13 We believe in the Holy Spirit and that by His indwelling He empowers Christians to live a godly life, gives them spiritual gifts and fills them to live obediently to the glory of God, the good of others and their own fulfillment. John 16:7-13; Acts 1:8; 1 Corinthians 2:12; 3:16; 2 Corinthians 3:17; Galatians 5:25; Ephesians 5:18 We believe God created people in His image. Adam and Eve, the first human beings, chose to disobey God. This is called sin and it broke their relationship with God. As a result, all people became separated from God. Because of original sin, human beings are incapable of commending themselves to God. The only remedy is the gospel of redemption through faith in Jesus Christ. Genesis 3:17; Psalm 8:3-6; Isaiah 53:6a; 2 Thessalonians 1:6-9; Romans 3:23; Isaiah 59:1-2 We believe that when a person believes the gospel of Jesus Christ, he passes immediately out of spiritual death into spiritual life, from the old creation into the new. He gains a new nature and a new heart, justified by God s grace, accepted by the Father just as Christ His Son is accepted, loved just as Christ is loved, and connected to Him forever. We believe in the resurrection of both the saved and the lost; they that are saved to the resurrection of life and they that are lost to the resurrection of damnation. John 14:6; Romans 5:1; Romans 6:23; Galatians 3:26; Ephesians 2:8-9; Titus 3:5 We believe in the spiritual unity of believers in Jesus Christ expressed through a local church who have agreed together to walk with God to fulfill the great commission and gather for teaching, worship, fellowship, communion and baptism by immersion. Acts 1:8; 2:42; Matthew 28:19, 20; Hebrews 10:25 ARTICLE 3: Membership 3.01 Membership: The members of the Village Church are responsible for specific approvals and to carry out our purpose as each Member has a vital role in ministry of the Village Church. The Village Church shall have two forms of membership: Voting and non-voting. Non voting membership is for persons under the age of eighteen (18) who are children of members and voting membership for those age eighteen (18) and over. Voting membership shall consist of all persons who have met the standard of membership and are listed on the membership roster. Candidates for membership shall be presented to the Elder Ministry Team for consideration. After approval by the Elder Ministry Team, the new members shall have all the rights, privileges and responsibilities of a member of the Village Church. The Stewardship Team may adopt and amend application procedures and requirements for membership in the Village Church. Voting Members are entitled to vote on those issues listed in Section 3.03 of these Bylaws Standard of Voting Membership: Individuals desiring membership in the Village Church shall meet the following requirements in order to become a member: (1) A member needs to believe the gospel of Jesus Christ. March 2, BYLAWS OF THE VILLAGE CHURCH OF DUNWOODY- Page 2

3 (2) A member needs to be willing to complete a member profile. (3) A member needs to be willing to complete a member update as required by the Stewardship Team. (4) A member needs to agree with the beliefs as set forth in Article Voting: Every voting member of the Village Church shall have the right to vote on the following matters: (1) Approving the Annual Financial Budget. (2) Approving debt in excess of 1/12 of the Annual Financial Budget. (3) Hiring or removal of the Lead Pastor. (4) Material changes in the Village Church s Bylaws. (5) Elections for the members of the Stewardship Team as set forth in (6) Elections for the Elder Ministry Team as set forth in (7) Other significant matters as determined by the Stewardship Team which may be submitted for either a nonbinding vote or a binding vote pursuant to a Special Meeting as set forth in 3.06 B. Regular attendees and/or contributors who are not members of the Village Church may also be allowed to vote on items one (1) and two (2) at the discretion of the Stewardship Team Termination and Dismissal of Membership: Members shall be removed from the Village Church membership roster for the following reasons: (a) the request of the member; (b) death; or (c); termination of membership by the Elder Ministry Team as it deems necessary. Dismissal of Church membership shall require the two-thirds (2/3) vote of the Elder Ministry Team. Procedures for the dismissal of a member shall be according to Matthew 18: Such membership discipline may include suspension of the right of the member to attend the gatherings of the Village Church up to and including termination of membership Restoration of Membership: The goal throughout the discipline process is restoration and this continues even after dismissal. Dismissed members may be restored by the Elder Ministry Team according to the spirit of 2 Corinthians 2:7-8, when their lifestyles are seen to be in accordance with the scriptures and our beliefs. Restoration of membership shall require the vote of two-thirds (2/3) of the Elder Ministry Team Membership Meetings: Unless otherwise stated herein, meetings of the Village Church members shall be held in the main gathering place of the Village Church or such other place or places as may be designated from time to time by the Stewardship Team. The moderator shall establish the agenda, protocol and rules of order for each meeting and shall conduct the meeting accordingly. A. General Meetings: A general meeting of members and regular attendees shall be held each year. This general meeting shall be the Annual Church Meeting presided over by the Chair of the Stewardship Team. The purpose of this meeting shall be to adopt an annual financial budget and elect members of the Elder Ministry Team and Stewardship Team as needed in accordance with articles 4 and 6. Any other proper business may be conducted at this meeting. B. Special Meetings: A special meeting of the members may be called by the Stewardship Team in accordance with Sections 3.07 and 3.08 of this Article Notice Requirements for Meetings: Whenever members are required or permitted to take any action at a meeting, notice of a meeting, whether general or special, may be made by oral announcement at a regularly scheduled Sunday morning gathering, by announcement in the program, by , or by distribution of written material to the congregation in attendance at a regularly scheduled Sunday gathering. Notice shall be given to members no less than two (2) weeks prior to a meeting. Notice of a meeting for the purpose of hiring or removing the Lead Pastor shall be valid only if the notice specifies, with particularity, that a proposal to hire or remove the Lead Pastor will be on the meeting s agenda Quorum: Unless otherwise expressly stated herein, the members present at a meeting duly noticed and called shall constitute a quorum of the membership for the transaction of Church business Majority Vote: Unless otherwise expressly stated herein, all elections shall be had and all questions decided by a majority vote of the persons present in person. ARTICLE 4: Stewardship Team March 2, BYLAWS OF THE VILLAGE CHURCH OF DUNWOODY- Page 3

4 4.01. Responsibility. The Stewardship Team is responsible for the corporate affairs of the Village Church (e.g. financial and property) Number of Stewardship Team Members. The Members of the Stewardship Team (the "Stewardship Team") shall consist of up to these nine (9) individuals: the Lead Pastor, two (2) Officers, two (2) Elder Ministry Team members, and up to four (4) church members. The Lead Pastor shall be a full voting member of the Stewardship Team Term of Stewardship Team Members. Each Stewardship Team Member, other than the Lead Pastor, shall serve for a period of three (3) years. Individuals will be eligible for another term after being inactive for one (1) year Chair of the Stewardship Team. The Chair of the Stewardship Team shall preside at all Stewardship Team meetings. The Stewardship Team shall annually elect a Chair and Vice Chair to serve as Chair of the Stewardship Team in the Chair s absence Powers. The Stewardship Team shall have all of the rights, powers, and responsibilities of a Stewardship Team pursuant to the Code, subject to any limitations under these Bylaws. All corporate powers shall be exercised by or under the authority of the Stewardship Team. The Stewardship Team shall have final authority for affairs pertaining to property, financial matters and other temporal matters as required by civil law for nonprofit corporations. In particular, the Stewardship Team shall be responsible for the acquisition and disposition of Village Church property, which includes the management of its financial resources. The Stewardship Team shall have the power to buy, sell, mortgage, pledge or encumber any Village Church property and incur related indebtedness in accordance with Nomination and Election. The Elder Ministry Team shall nominate persons whom they deem qualified to serve on the Stewardship Team. The persons nominated shall be presented to the members for election by a majority of the members. Stewardship Team Members shall be natural persons, but need not be residents of Georgia Vacancies. The Elders Team shall nominate persons whom they deem qualified to serve on the Stewardship Team to fill any vacancy occurring on the Stewardship Team, and any position to be filled due to an increase in the number of Stewardship Team Members serving. A vacancy is filled by the affirmative vote of the majority of the remaining Stewardship Team Members, even if it is less than a quorum of the Stewardship Team Members, or if it is a sole Stewardship Team Member. A person so elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office Meetings. Regular or Special meetings of the Stewardship Team may be held either within or outside the State of Georgia, but shall be held at the Village Church's registered office in Georgia if the notice thereof does not specify the location of the meeting. A regular or special meeting may be held at any place consented to in writing by all of the Stewardship Team Members, either before or after the meeting. If such consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, as long as all Stewardship Team Members participating in the meeting can hear one another. All Stewardship Team Members shall be deemed to be present in person at a meeting conducted in accordance with the foregoing sentence. A regular meeting of the Stewardship Team shall occur at least annually. A. Regular Meetings: Regular meetings of the Stewardship Team may be held without notice if the time and place of such meetings are fixed by a resolution of the Stewardship Team. B. Special Meetings: A special meeting of the Stewardship Team may be called by the Lead Pastor, Stewardship Team Chair or Vice Chair or any three (3) Stewardship Team Members. C. Notice of Special Meetings: 1) Manner of Giving. Notice of the date, time and place of special meetings shall be given to each Stewardship Team Member by one of the following methods: (a) by personal delivery of written notice; (b) by first class mail, postage paid; (c) by telephone communication, either directly to the Stewardship Team Member or to a person at the Stewardship Team Member's office or home to whom the person giving the notice has reason to believe will promptly communicate the notice to the Stewardship Team Member; (d) by fax to the Stewardship Team Member's office or home or (e) by . 2) Time Requirements. Notice sent by first class mail shall be deposited in the United States mail at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, fax or shall be delivered, telephoned, faxed or sent to the Stewardship Team Member or given at least twenty-four (24) hours before the time set for the meeting. 3) Notice Contents. The notice shall state the date, time and place for the meeting. However, the notice does not need to specify the place of the meeting if the special meeting is to be held at the Village Church's principal office. Unless otherwise expressly stated herein, the notice does not need to specify the purpose or the business to be transacted at the special meeting. March 2, BYLAWS OF THE VILLAGE CHURCH OF DUNWOODY- Page 4

5 4) Waiver. Attendance of a Stewardship Team Member at a meeting shall constitute waiver of notice of such meeting, except where the Stewardship Team Member attends a meeting for the express purpose of objecting that the meeting is not properly called Action Without Meeting. Any action required or permitted to be taken by the Stewardship Team may be taken without a meeting, if all of the Stewardship Team Members, individually, or collectively, consent in writing to the action. Such action by written consent, which can include , or consents shall be filed with the minutes of the proceedings of the Village Church Quorum. A majority of the number of Stewardship Team Members then in office, shall constitute a quorum for the transaction of business at any meeting of the Stewardship Team. The Stewardship Team Members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Stewardship Team Members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Stewardship Team Members required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the Stewardship Team Members present may adjourn and reconvene the meeting one time without further notice. Stewardship Team Members present by proxy may not be counted toward a quorum Duties of Stewardship Team Members. The Stewardship Team is responsible for creating all financial / budget, property or other corporate related operating plans and submitting these plans to the Congregational Members for approval as defined in Article 3.02 above. The planning for all financial plans or for the operating budget will consider all anticipated financial expenditures for the planned period provided that some provisions may be included to allow for unforeseen budget variations with regard to operating expenses. The budget and financial plans that are presented to the Congregational Members will be defined by the Material Line Items of the budget or the financial plan, as defined by the Stewardship Team, where the Material Line Item may include allowances for operational variations. However, any requested increase in excess of 5% of the overall financial value for a Material Line Item approved by the Congregational Members will need to be presented to the Congregational Members for subsequent approval. Stewardship Team Members shall discharge their duties, in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Village Church. Stewardship Team Members may in good faith rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Village Church or another person that were prepared or presented by a variety of persons, including Officers and employees of the Village Church, professional advisors or experts such as accountants or legal counsel. A Stewardship Team Member is not relying in good faith if the Stewardship Team Member has knowledge concerning a matter in question that renders reliance unwarranted. Stewardship Team Members are not deemed to have the duties of trustees of a trust with respect to the Village Church or with respect to any property held or administered by the Church, including property that may be subject to restrictions imposed by the donor or transferor of the property Delegation of Duties. The Stewardship Team is entitled to select advisors and delegate duties and responsibilities to them, such as the full power and authority to purchase or otherwise acquire stocks, bonds, securities, and other investments on behalf of the Village Church; and to sell, transfer, or otherwise dispose of the Village Church's assets and properties at a time and for a consideration that the advisor deems appropriate. Stewardship Team Members have no liability for actions taken or omitted by the advisor if the Stewardship Team acts in good faith and with ordinary care in selecting the advisor. The Stewardship Team may remove or replace the advisor, with or without cause Interested Members. To the extent permitted under the IRS Code, contracts or transactions between Stewardship Team Members, Officers, or members of the Church who have a financial interest in the matter are not void or voidable solely for that reason. Nor are they void or voidable solely because the Stewardship Team Member, Officer, or Church member is present at or participates in the meeting that authorizes the contract or transaction. However, the material facts must be disclosed to or known by the Stewardship Team or other group authorizing the transaction, and approval from disinterested parties must be obtained Actions of Stewardship Team. The Stewardship Team shall try to act by consensus. However, the vote of a majority of the Stewardship Team Members present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Stewardship Team unless the act of a greater number is required by law or the Bylaws. A Stewardship Team Member who is present at a meeting and abstains from a vote is considered to be present for the purpose of determining the decision of the Stewardship Team. March 2, BYLAWS OF THE VILLAGE CHURCH OF DUNWOODY- Page 5

6 4.15 No Compensation. Stewardship Team Members, including the Lead Pastor, shall not receive salaries or compensation for their services on the Stewardship Team. The Stewardship Team may adopt a resolution providing for payment to Stewardship Team Members for expenses of attendance, if any, at a meeting of the Stewardship Team. A Stewardship Team Member may serve the Village Church in any other capacity and receive reasonable compensation for those services Removal of Stewardship Team Members other than the Lead Pastor. The Stewardship Team may vote to remove a Stewardship Team Member, other than the Lead Pastor, at any time, with or without cause. A meeting to consider the removal of a Stewardship Team Member may be called and noticed following the procedures provided in these Bylaws. A Stewardship Team Member may be removed by the affirmative vote of a majority of the Stewardship Team. For provisions regarding removal of the Lead Pastor, see section Resignation of Stewardship Team Members. Any Stewardship Team Member may resign at any time by giving written notice to the Corporation. Such resignation shall take effect on the date of the receipt of such notice, or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective Deadlock. In the case where the Stewardship Team shall, by reason of deadlock (whether because an even number of Stewardship Team Members is seated on the Stewardship Team, or because certain Stewardship Team Members are absent even though a quorum is present, or because of abstention, or for any other reason) be unable to reach a conclusive vote on any issue before the Stewardship Team, then, in such instance, the Chair of the Stewardship Team shall cast a an additional ballot which shall be known as a majority ballot, so that an official act or decision may be taken by the Stewardship Team. The majority ballot shall be cast in addition to the regular Stewardship Team Chair s vote cast. ARTICLE 5 Lead Pastor and Officers 5.01 Staff Positions. The Lead Pastor, Officers and Management Team are responsible for leading the ministries and running the day-to-day activities of the Village Church Officer Positions. The Officer positions of the Village Church shall be the Lead Pastor-President, Secretary and Treasurer. All such positions shall be accountable to the Stewardship Team. The Stewardship Team may create additional Officer positions, define the authority and duties of each such position, and the Lead Pastor shall appoint persons to fill the positions Election and Term of Office. The Lead Pastor shall hold the office of President until he resigns, is removed pursuant to Article 7.03, or dies. All other Officers of the Village Church shall be appointed by the Lead Pastor for a term of one (1) year. Officers may be appointed for consecutive terms Removal of the Lead Pastor-President. Subject to the rights, if any, under any contract of employment with the Village Church, the Lead Pastor shall only be removed by the following process: Two-thirds (2/3) of the Elder Ministry Team must affirmatively vote to recommend removal of the Lead Pastor to the Stewardship Team. This recommendation shall be presented to the Stewardship Team, who shall vote on such recommendation at any general or special meeting duly noticed pursuant to Article 4.08 of these Bylaws. Any vote to remove the Lead Pastor by the Stewardship Team must be approved by a minimum of two-thirds (2/3) of the Stewardship Team. The Stewardship Team may not consider the removal of the Lead Pastor without recommendation by the Elder Ministry Team, as noted. The recommendation shall then be presented to the members in a special meeting duly noticed pursuant to these bylaws and must be approved by a minimum of two-thirds (2/3) of the members. The Lead Pastor may be removed, subject to the terms of any employment agreement, from office, for any of the following reasons: (1) falling into sinful and worldly practices; (2) engaging in conduct that could hinder the influence of the Village Church in its community; (3) teaching doctrines inconsistent with sound scriptural doctrine and practice; (4) neglect of duties; (5) resignation; or (6) death or disability, (7) not leading to the objectives of the Village Church as defined by the Stewardship Team and or the Elder Ministry Team Removal of Other Officers. All other Village Church Officers may be removed, with or without cause, by the Lead Pastor Resignation of Officers. Any Officer may resign at any time by giving written notice to the Stewardship Team of the Village Church. Any such resignation shall take effect on the date of the receipt of such notice, or at any later time March 2, BYLAWS OF THE VILLAGE CHURCH OF DUNWOODY- Page 6

7 specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective Vacancies. A vacancy in any office shall be filled only in the manner prescribed in these Bylaws for regular appointment or election to that office Lead Pastor-President. The Lead Pastor shall be the President of the Village Church and shall be in charge of all the ministries of the Village Church. The Lead Pastor shall supervise and control all of the business and day-to-day affairs of the Village Church. The Lead Pastor shall be responsible, with the support of the Stewardship Team and Elder Ministry Team through the approved budget and ministry plans, for hiring a staff of his choice, the formation of a Management Team and shall supervise directly or by delegation all staff members so hired. The Lead Pastor shall be vested with the authority, subject to the rights, if any, under any contract of employment, to terminate any staff member's employment, with or without cause. The Lead Pastor is responsible for leading the Village Church in accordance with Biblical principles as set forth in the New Testament. As such, the Lead Pastor shall be the leader of the congregation, the staff, all church ministries, and all Ministry Teams to accomplish the New Testament purposes of the Village Church. The Lead Pastor is expressly authorized to do all things necessary and proper to fulfill the above described leadership position and to fulfill all duties incident to the office of President with the support of the Stewardship Team and Elder Ministry Team, through the approved budget and ministry plans. In the event of a vacancy, for any reason, in the office of Lead Pastor, the Elder Ministry Team shall serve as the Lead Pastor Selection Ministry Team and appoint an interim Lead Pastor. The recommendation of the Lead Pastor Selection Ministry Team for the Lead pastor position shall constitute a nomination for the office of Lead Pastor. A two-thirds (2/3) recommendation of the Lead Pastor Selection Ministry Team shall constitute a nomination for the office of Lead Pastor. The election shall take place at a regular or special meeting of the Members called for the purpose of electing a new Lead Pastor pursuant to Article 3.03 and The vote of the congregation must be two thirds (2/3) majority vote in affirmation of the prospective nominee to call him as Lead Pastor. The Elder Ministry Team shall determine the method of voting Treasurer. The Lead Pastor shall appoint the Treasurer of the Church. The Treasurer shall: (a) have charge and custody of all funds and securities of the Church; (b) receive and give receipts for monies due and payable to the Church from any source; (c) deposit all monies in the name of the Church in banks, trust companies, or other depositories as provided in the Bylaws or as directed by the Stewardship Team; (d) write checks and disburse funds to discharge obligations of the Church; (e) maintain the financial books and records of the Church; (f) prepare financial reports at least annually; (g) perform other duties as assigned by the Lead Pastor or by the Stewardship Team and (h) perform all of the duties incident to the Office of Treasurer Secretary. The Lead Pastor shall appoint the Secretary of the Church. The Secretary shall: (a) give all notices as provided in the Bylaws or as required by law; (b) take minutes of the meetings of the members and of the Stewardship Team and keep the minutes as part of the corporate records; (c) maintain custody of the corporate records and of the seal of the Church; (d) affix the seal of the Church to all documents as authorized; (e) keep a register of the mailing address of each member, Stewardship Team Member, Officer, and employee of the Village Church; (f) perform duties as assigned by the Lead Pastor or by the Stewardship Team; and (g) perform all duties incident to the Office of Secretary. ARTICLE 6: The Elder Ministry Team 6.01 Description. The Elder Ministry Team is responsible for ministry effectiveness, Biblical integrity and theological purity of the Village Church. They are the discerners and spiritual guardrails for the church. The Elders evaluate all Village Church ministry activities according to the purpose, doctrinal statement, strategy and resources Election and Term of Office. Each Member will have the opportunity to nominate any Member from the church membership roster as a candidate for the Elder Ministry Team. A candidate for the Elder Ministry Team must meet the Biblical qualifications as outlined in I Timothy 3:1-11 and Titus 1:5-9. The Member nominated shall be presented to the Members for election by a majority of the Members. The Elder Ministry Team will be comprised of up to nine (9) Members, including the Lead Pastor. The Lead Pastor is a permanent member of the Elder Ministry Team and serves as Chair and Teaching Elder. All other Ministry Team Members serve a three-year term. Former members are eligible to serve again after being inactive for one year. March 2, BYLAWS OF THE VILLAGE CHURCH OF DUNWOODY- Page 7

8 6.03 Ecclesiastical Tribunal. The highest ecclesiastical tribunal of the Village Church shall be the Elder Ministry Team. The Elder Ministry Team shall approve all ministry plans and be the express and final arbiter of ecclesiastical polity, religious doctrine, membership discipline, and shall make the final decision with respect to any other ecclesiastical matter that shall arise concerning the Village Church. In deciding such matters, the Elder Ministry Team shall use the standards of: (1) The best spiritual and operating interests of the Village Church in light of the Bible and the beliefs of the Village Church; and (2) The furtherance of the religious purposes of the Village Church according to the teachings of the Bible Removal of Elders. The Stewardship Team can remove an Elder by 2/3 majority vote with the Lead Pastor s recommendation or the recommendation of any 3 Stewardship Team members or Elders Elder Vacancies. A Congregational Member shall nominate other Members whom they deem qualified to serve on the Elder Ministry Team to fill any vacancy occurring on the Elder Ministry Team. The Elder Ministry Team will review all nominated Members for consideration. If more than one Member has been nominated, the Elder Team will select the two top Member names as the final candidates to fill a position. A vacancy is filled by the affirmative vote of the majority of the remaining elders, even if it is less than a quorum of the elders, or if it is a sole elder. If there is a deadlock with regard to the voting of the candidate Members for the vacated position, the Chair of the Elder Team will cast the deciding vote. A Member so elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Move 7.02 to Compensation Advisory Team. The Stewardship Team shall appoint two (2) Elders, one (1) Member, and one (1) Stewardship Team Member to serve as the Lead Pastor s Compensation Advisory Team. The Compensation Advisory Team will recommend the Lead Pastor s salary and compensation package to the Stewardship Team. The Lead Pastor shall not participate nor be present in the Compensation Advisory Team s discussion and formulation of, or vote regarding, his salary and benefits, or any family member s salary or benefits. The Lead Pastor shall seek the advisement of the Compensation Advisory Team for establishing salaries and compensation packages for the Village Church staff that are in compliance with the approved financial plan for the church. ARTICLE 8: Autonomy and Association The Church is autonomous and maintains the right to govern its own affairs. Recognizing, however, the benefits of cooperation with other churches in world missions and otherwise, the Village Church may voluntarily associate with any churches and ministries of like faith as set forth in Article 2. ARTICLE 9: Purpose and Limitations 9.01 Purposes. The Village Church is organized and shall be operated exclusively for religious, charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. More particularly, the purposes of the Village Church are: (a) To glorify God by transforming people through the power of the Holy Spirit, because we believe the Gospel of Jesus Christ. (b) To ordain, employ and discharge ordained ministers of the Gospel, and others, to conduct and carry on divine services at the place of worship of the Corporation, and elsewhere, and to collect and disburse any and all necessary funds for the maintenance of the Village Church and the accomplishment of its purpose within the State of Georgia and elsewhere. (c) To handle affairs pertaining to property and other temporal matters as required by the civil authorities. (d) To make distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended. (e) Elders. To educate the body of Christ through any and all educational means deemed appropriate by its Team of March 2, BYLAWS OF THE VILLAGE CHURCH OF DUNWOODY- Page 8

9 (f) The Village Church is also organized to promote, encourage, and foster any other similar religious, charitable and educational activities; to accept, hold, invest, reinvest and administer any gifts, legacies, bequests, devises, funds and property of any sort or nature, and to use, expend, or donate the income or principal thereof for, and to devote the same to, the foregoing purposes of the Village Church; and to do any and all lawful acts and things which may be necessary, useful, suitable, or proper for the furtherance of accomplishment of the purposes of the Village Church. Provided, however, no act may be performed which would violate Section 501(c)(3) of the Internal Revenue Code of 1986, as it now exists or as it may hereafter be amended Limitations. In order to carry out the above-stated purposes, the Village Church shall have all those powers set forth in the Act, as it now exists or as it may hereafter be amended. The powers of the Village Church to promote the purposes set out above are limited and restricted in the following manner: (a) No part of the net earnings of the Village Church shall inure to the benefit of or be distributable to its incorporators, Officers or other private persons, except that the Village Church shall be authorized and empowered to make payments and distributions (including reasonable compensation for services rendered to or for the Village Church or reimbursement of expenditures) in furtherance of its purposes as set forth in these Articles. No substantial part of the activities of the Village Church shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Village Church shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Articles, the Village Church shall not carry on any other activities not permitted to be carried on by (i) a corporation exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws, or (ii) a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws. b) Notwithstanding any other provisions of these Articles, in the event the Village Church is in any one year a private foundation as defined by Section 509(a) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws, it shall be required to distribute its income for such taxable year at such time and in such manner as not to subject the foundation to taxation under Section 4942 of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws; and further shall be prohibited from: (i) any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws; (ii) retaining any excess building holdings as defined by Section 4943 (c) of the Internal Revenue Code of 1986, as amended, or corresponding provisions any subsequent federal tax laws; or (iii) making any investments in such manner as to subject the foundation to taxation under Section 4944 of the Internal Revenue Code of 1986, as amended, or corresponding provisions any subsequent federal tax laws; or (iv) making a taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws. (c) The Village Church shall not accept any gift or grant if the gift or grant contains binding conditions, which would restrict or violate any of the Village Church s religious, charitable or educational purposes or if the gift or grant would require serving a private interest as opposed to a public interest. (d) Upon the liquidation, dissolution or winding up of the Village Church, the Stewardship Team of the Village Church shall, after paying or making provision for payment of all the liabilities of the Village Church, distribute all Village Church assets to any organization designated by the Stewardship Team of the Village Church which is of like faith and order and is exempt from taxes under Internal Revenue Code Section 501(c)(3) (or the corresponding provision of any future tax law of the United States). ARTICLE 10 Transactions of the Village Church Contracts and Legal Instruments. The Stewardship Team may authorize an individual Officer or agent of the Village Church to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Village 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 Deposits. All funds of the Village Church shall be deposited to the credit of the Village Church in banks, trust companies, or other depositories that the Stewardship Team selects. March 2, BYLAWS OF THE VILLAGE CHURCH OF DUNWOODY- Page 9

10 10.03 Gifts. The Stewardship Team may accept, on behalf of the Village Church, any contribution, gift, bequest, or devise for general purposes or for any special purpose of the Village Church, including but not limited to, gifts of money, annuity arrangements, securities and other tangible and intangible personal property and real property and interest therein. The Stewardship Team may make gifts and give charitable contributions that are not prohibited by these Bylaws, the Articles of Incorporation, state law, and any requirements for maintaining the Village Church's federal and state tax status Potential Conflicts of Interest. The Village Church shall not make any loan to a Stewardship Team Member or Officer of the Church. A Stewardship Team Member, Officer, or Ministry Team member of the Village Church may lend money to and otherwise transact business with the Village Church except as otherwise provided by these Bylaws, Articles of Incorporation, and all applicable laws. Such a person transacting business with the Village Church has the same rights and obligations relating to those matters as other persons transacting business with the Village Church. The Village Church shall not borrow money from or otherwise transact business with a Stewardship Team Member, Officer, or Ministry Team member of the Village Church unless the transaction is described fully in a legally binding instrument and is in the best interest of the Village Church. The Village Church shall not borrow money from or otherwise transact business with a Stewardship Team Member, Officer, or Ministry Team member of the Village Church without full disclosure of all relevant facts and without the approval of the Stewardship Team, not including the vote of any person having a personal interest in the transaction Ownership and Distribution of Property. A. The Village Church shall hold, own, and enjoy its own personal and real property, without any right of reversion to another entity, except as provided in these Bylaws. B. "Dissolution" means the complete disbanding of the Village Church so that it no longer functions as a congregation or as a corporate entity. Upon the dissolution of the Village Church, its property shall be applied and distributed as follows: (1) all liabilities and obligations of the Village Church shall be paid and discharged or adequate provision shall be made therefore; (2) assets held by the Village Church upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; (3) assets received and not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the responding provision of any future United States Internal Revenue Law), and are engaged in activities substantially similar to those of the Village Church; this distribution shall be done pursuant to a plan adopted by the Stewardship Team; and (4) any assets not otherwise disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Village Church is then located, for such purposes and to such organizations as said court shall determine, provided such organizations are in agreement with the Village Church's Beliefs and basic form of Government Approval of Purchases. The purchases of fixed assets and/or services in excess of 1/12 of the annual financial budget shall be subject to the prior approval of the Stewardship Team and Membership approval as defined in article ARTICLE 11 Books and Records Required Books and Records. The Village Church shall keep correct and complete books and records of account Fiscal Year. The fiscal year of the Church shall begin on the first day of January and end on the last day in December in each year Audited or Reviewed Financial Statements. The Church shall have each annual financial statement of the Church reviewed by an Accounting professional or, if requested by the Stewardship Team audited, reviewed or analyzed by a certified public accountant selected by the Stewardship Team; with the intention, but not a requirement, that the financial statements are reviewed, audited or analyzed by a certified public accountant a minimum of every three to five years. ARTICLE 12: Indemnification Indemnification. A. To the full extent permitted by the Code, as amended from time to time, the Village Church shall indemnify any Stewardship Team Member, Pastor, Officer, Elder, Ministry Team member, employee, or agent of the Village March 2, BYLAWS OF THE VILLAGE CHURCH OF DUNWOODY- Page 10

11 Church who was, is, or may be named a defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Church. Reasonable expenses may be advanced by the Village Church in defending such actions. B. A determination of the right to indemnification under the Code shall be made by legal counsel selected by the majority vote of the Stewardship Team. ARTICLE 13: Miscellaneous Provisions Amendments to Bylaws. Any material change to these Bylaws or the adoption of new Bylaws requires a majority vote of the membership of the Village Church Construction of Bylaws. These Bylaws shall be construed in accordance with the laws of the State of Georgia. All references in the Bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time. If any Bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the Bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the Bylaws. The headings used in the Bylaws are used for convenience and shall not be considered in construing the terms of the Bylaws. Wherever the context requires all words in the Bylaws in the male gender shall be deemed to include the female or neutral gender, all singular words shall include the plural, and all plural words shall include the singular Seal. The Stewardship Team may provide for a corporate seal Power of Attorney. A person may execute any instrument related to the Village Church by means of a power of attorney if an original executed copy of the power of attorney is provided to the secretary of the Village Church to be kept with the Village Church records Parties Bound. The Bylaws shall be binding upon and inure to the benefit of the Village Church members, Stewardship Team, Officers, Ministry Team members, employees, and agents of the Village Church and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the Bylaws Christian Alternative Dispute Resolution. In keeping with 1 Corinthians 6:1-8, all disputes which may arise (1) between any member of the Village Church and the Village Church itself, or (2) between any member of the Village Church and any Pastor, Officer, Stewardship Team Member, Elder, employee, volunteer, agent, or other member of the Village Church, shall be resolved in accordance with the then existing Rules of Procedure for Christian Conciliation, Institute for Christian Conciliation. If efforts to conciliate or mediate the dispute fail, then the matter shall be resolved through binding arbitration. The decision of the arbitrators shall be binding on both parties, and both parties submit themselves to the personal jurisdiction of the courts of Georgia, both state and federal, for the entry of a judgment confirming the arbitrators' award. If a dispute may result in an award of monetary damages, then use of the conciliation, mediation, and arbitration procedure is conditioned on acceptance of the procedure by the liability insurer of the Village Church and the insurer's agreement to honor any mediation, conciliation or arbitration award up to any applicable policy limits. The mediation, conciliation, and arbitration process is not a substitute for any disciplinary process set forth in the Bylaws of the church, and shall in no way affect the authority of the church to investigate reports of misconduct, conduct hearings, or administer discipline of members. ARTICLE 14: Emergency Powers and Bylaws An emergency exists for the purposes of this section if a quorum of the Stewardship Team Members cannot readily be obtained because of some catastrophic event. In the event of an emergency, the Stewardship Team may: (i) modify lines of succession to accommodate the incapacity of any Stewardship Team Member, Officer, employee or agent; and (ii) relocate the principal office, designate alternative principal offices or regional office, or authorize Officers to do so. During an emergency, notice of a meeting of the Stewardship Team only needs to be given to those Stewardship Team Members whom it is practicable manner including by publication or radio. One or more Officers of the Village Church present at a meeting of the Stewardship Team may be deemed Stewardship Team Members for the meeting, in order of rank and within the same rank and order of seniority, as necessary to achieve a quorum. Corporate action taken in good faith during an emergency binds the Village Church and may not be the basis for imposing liability on any Stewardship Team Member, Officer, employee or agent of the Village Church on the ground that the action was not authorized. The Stewardship Team may also adopt emergency bylaws, subject to amendments or repeal by the full Stewardship Team, which may include provisions necessary for managing the Village Church during an emergency including; (i) procedures March 2, BYLAWS OF THE VILLAGE CHURCH OF DUNWOODY- Page 11