AMENDED AND RESTATED BYLAWS ARTICLE I NAME

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1 AMENDED AND RESTATED BYLAWS ARTICLE I NAME The legal name of this organization is First Baptist Church. It operates under the name Cities Church and will be referred to in these Bylaws as the Church. ARTICLE II STATEMENT OF FAITH The Statement of Faith of this Church is as follows: A. The Word of God. We believe that the Bible, consisting of the sixty-six books of the Old and New Testaments, is the authoritative and powerful Word of God, verbally inspired by God, and without error in the original manuscripts. We believe that God s intentions, revealed in the Bible, are the supreme and final authority in testing all claims about what is true and what is right. In matters not addressed by the Bible, what is true and right is assessed by criteria consistent with the teachings of Scripture. (2 Timothy 3:16; 2 Peter 1:20-21, 3:16; 1 Corinthians 2:13, 14:37; Mark 13:31; John 8:31-32, 14:26, 16:13-14, 17:17; 20:31; Acts 20:32; Matthew 22:29, 22:43-44, 24:35; Numbers 23:19; Proverbs 30:5; Psalm 12:6, 19:7-10, 119:9-16; Hebrews 6:18; Titus 1:2; 1 Timothy 4:13) B. The Trinity. We believe that there is one living and true God, eternally existing in three persons, God the Father, God the Son and God the Holy Spirit; and that these are the same divine essence, are equal in every divine perfection, but that they have distinct and complementary roles. (Genesis 1:1, 1:26; Deuteronomy 6:4; John 1:1, 1:3; Matthew 28:19; John 4:24; Romans 1:19-20; Ephesians 4:5-6; 1 Peter 1:2) C. God the Father. We believe in God the Father, an infinite, personal spirit, perfect in holiness, wisdom, power and love. We believe that he concerns himself mercifully in the affairs of men, that he hears and answers prayer, and that he saves from sin and death all who come to him through Jesus Christ. (Luke 10:21-22; Matthew 23:9; John 3:16, 6:27; Romans 1:7; 1 Timothy 1:1-2, 2:5-6; 1 Peter 1:3; Revelation 1:6) D. Jesus Christ. We believe in Jesus Christ, God s unique and eternal Son, conceived by the Holy Spirit. We believe in his virgin birth, sinless life, miracles, and teachings. We believe in his substitutionary atoning death, bodily resurrection, ascension into heaven, perpetual intercession for his people, and personal visible return to earth. (Matthew 1:18-25; Luke 1:26-38, 4:1-21; John 1:1, 20:28; Romans 3:21-26, 9:5, 8:46; 2 Corinthians 5:21; 1 John 2:1-2; 1 Peter 2:21-23; John 20:30-31; Matthew 20:28; Ephesians 1:4; Acts 1:11; Romans 5:6-8, 6:9-10, 7:25; Hebrews 9:28; 1 Timothy 3:16) E. The Holy Spirit. We believe in the Holy Spirit sent into the world by God to glorify the Son of God. We believe that he convicts people of their sin and need for salvation and without his work no one would come to faith. We believe that his work in Draft G,

2 regeneration is not the result of water baptism or any outward ritual. We believe he indwells everyone who trusts in Jesus, providing guidance and power, and helps them make progress in overcoming sin and in becoming more like Jesus in thought, deed, and love for God the Father. (John 14:16-17, 14:26, 15:26-27; John 16:9-14; Titus 3:5-7; Romans 8:9; 12:6-8; 1 Peter 1:2; 1 Corinthians 3:16, 6:19; Galatians 5:22-26) F. The Human Condition and Salvation. We believe that humanity was created by God in his own image and for his glory; but that we sinned and fell short of God s glory, and thus incurred physical, spiritual, and eternal separation from God. We believe that all humans are born with a sinful nature and thus are completely sinful and are under divine condemnation and in need of salvation. We reject justification based on any human effort, and we believe that only those who trust Jesus Christ as their Savior, by virtue of his atoning death on the cross, submitting to him as Lord, and embracing him as supreme Treasure of their lives, are born again, justified, adopted, delivered from condemnation, and receive eternal life. We believe that this faith leads to a heartfelt turning from sin. The Christian life involves growth in grace through persevering, Spirit-empowered resolve to reckon ourselves dead to sin and alive to Christ. (Genesis. 1:26-7, 3:1-24, 2:17, 3:19; Ecclesiastes 2:11; Matthew 13:44; John 1:13, 3:14, 3:16, 5:24, 5:30, 7:13, 8:12, 10:26, 17:3; Psalm 51:7; Jeremiah 17:9; James 1:14; Romans 3:19, 5:19; Philippians 3:7-8; 1 John 1:9; 2 Corinthians 5:17; Romans 6:11, 8:1; 1 Corinthians 15:1-2; Hebrews 3:12-14, 6:11-12, 10:39; Romans 3:28) G. Marriage and Sexuality. We believe that marriage joins one man and one woman in a single, exclusive, lifelong union and that God designed and directs sexual intimacy exclusively for one man and one woman married to each other. Any form of sexual immorality, such as adultery, fornication, homosexuality, bisexual conduct, bestiality, incest, pornography, or any attempt to change or disagree with one s biological sex is sinful and offensive to God. (Genesis 1:27-28, 2:23-24; Matthew 19:4-6; Ephesians 5:24-32; Exodus 20:14, 20:17; Leviticus 18:6-7, 18:23; 1 Corinthians 6:9-10, 6:18-20, 7:2; Matthew 5:27-30; 1 Corinthians 6:11; Luke 10:27; Romans 1:18-32, 5:8) H. The Church and Two Ordinances. We believe in one holy, universal Church made up of all who trust Jesus Christ as Savior, Lord, and supreme Treasure of their lives. We believe that God calls us to unite with other believers in local churches to help each other to value Jesus above all, to praise him together, to grow in our love and knowledge of him, to stir each other up to good works, to make disciples among the nations and to spread a passion for the supremacy of God in all things for the joy of all peoples through him. We believe that Christians should be baptized in obedience to God and as an open confession of Jesus Christ as their Lord and Savior. Christians should regularly share in the Lord s Supper to remember Jesus until his return. (Ephesians 1:22-23; Acts 15:36, 15:41, 16:5; 1 Corinthians 16:1; Galatians 1:1-3; Matthew 28:18-20; Revelations 1:4, 1:10-11; Hebrews 10:24-25; Romans 6:3-4; 1 Corinthians 11:23-26) I. The Last Things and Two Destinies. We believe in the personal and visible return of Jesus to earth and the establishment of his kingdom. We believe in the resurrection of the body and the final judgment of all people, leading to the eternal happiness of the righteous in his presence, and the eternal separation and misery of the wicked. (Matthew 16:27; Mark 14:62; John 14:3; Acts 1:11; Philippians 3:20; 1 Thessalonians 4:15-18; 2 Timothy 4:1; Titus 2:13; 1 Corinthians 4:5, 15:1-58; 2 Thessalonians 1:7-10; Revelation 20:11-15) Draft G,

3 ARTICLE III MEMBERSHIP COVENANT Having been led, as we believe, by the Spirit of God 1, to embrace Jesus as the Lord 2, Savior 3, and supreme Treasure of our lives 4, and having been baptized in the name of the Father and of the Son and of the Holy Spirit 5, we do now, in the presence of God 6, angels 7, and this assembly, most solemnly and joyfully enter into covenant with one another as one body in Christ 8. We engage, therefore, by the aid of the Spirit 9, to walk together in Christian love 10, to strive for the advancement of this church 11 in knowledge 12, holiness 13, and peace 14 ; to promote its spirituality and fruitfulness 15 ; and to sustain its worship 16, ordinances 17, and discipline 18. We likewise engage, to uphold the community Statement of Faith; to welcome, test and apply biblical instruction by the church Elders that will be from the Scriptures and in accordance with the Elder Affirmation of Faith 19 ; to contribute cheerfully 20 and regularly 21 to the support of the ministry 22, the expenses of this church 23, the relief of the poor 24, and the spread of the gospel in this city and among all the nations 25. We also engage to maintain family 26 and personal devotions 27 ; to seek the salvation of our friends and family 28 ; to educate our children in the Christian faith 29 ; to walk wisely in the world 30 ; to be just in our dealings 31, faithful in our engagements 32, and exemplary in our conduct 33, and to avoid all gossip 34, slander 35, excessive anger 36, drunkenness 37, and sexual sin John 6:63; 16: Romans 10:9; Philippians 2:11 3 Luke 2:11; 1 Timothy 1:15; Acts 4:12 4 Matthew 16:24-26; Luke 9:23-26; Luke 14:26; Matthew 13: Matthew 28:18-20; Acts 2:41; Romans 6:3-5; Acts 8: Psalm 139:7; Psalm 33:13; Proverbs 15:3 7 1 Timothy 5: Corinthians 12:12-13; 1 Corinthians 10:17 9 John 14:26; John 16:13 10 Ephesians 5:1-2; 1 Thessalonians 4:9; John 13: Ephesians 2: Peter 3: Peter 1:15-16; 2 Corinthians 7:1 14 Colossians 3:15; Romans 14:19 15 Jude 20; 1 Thessalonians 5: John 4:24; Romans 12: Corinthians 11:24-30; Luke 22: Romans 16:17; 1 Corinthians 5; Titus 3: John 9-11; 1 John 4:1-6; Acts 17: Corinthians 9: Corinthians 16: Corinthians 9:7; Matthew 10:8; Matthew 6: Timothy 5:17-18; 1 Corinthians 9: Proverbs 29:7; Proverbs 19:17; James 1:27; 1 Timothy 5: Acts 1:8; Luke 24: Deuteronomy 11: Matthew 6:6; Luke 18:1; Acts 17:11 28 Mark 5:19; Matthew 5:15-16; Romans 1:16 29 Ephesians 6:4 30 Ephesians 5:15; Matthew 10:16 31 Romans 12:17; Proverbs 11: Timothy 2:2 33 Ephesians 5:8; 1 Peter 2: Corinthians 12:20; Proverbs 11:13; Proverbs 16:28 35 Psalm 101:5; Romans 1:29-31; Mark 7: James 1:19; Ephesians 4: Ephesians 5: Corinthians 6:18; Romans 1:24-32 Draft G,

4 We further engage to watch over one another in brotherly love 39 ; to remember one another in prayer 40 ; to aid one another in sickness and distress 41 ; to cultivate Christian sympathy in feeling 42 and courtesy in speech 43 ; to be slow to take offense 44, but always ready for reconciliation 45, and mindful of the rules of our Savior to secure it without delay 46. We moreover engage that when we remove from this place, we will notify church leaders, and, if possible, unite with a like-minded church where we can carry out the spirit of this covenant 47. ARTICLE IV AFFILIATIONS The Church is autonomous and maintains the right to govern its own affairs, independent of denominational or associational control. Recognizing, however, the benefit of cooperation with other churches in the fulfillment of its mission, the Church may voluntarily affiliate with other churches, associations and organizations by affirmation of the Elders. ARTICLE V MEMBERSHIP The Church shall have members. The governance of the Church shall be vested in and established by the members that compose it, as outlined in these Bylaws. Section 1. Qualifications. All individuals who satisfy the requirements for membership are eligible for membership. Individuals seeking membership must be: A. A believer in Jesus Christ who gives evidence of regeneration. B. Baptized in obedience to Christ subsequent to regeneration. C. Wholehearted in their belief in the Christian Faith as revealed in the Bible and summarized in the Statement of Faith as stated in Article II. D. Committed to relate to God and others according to the expressions of the Membership Covenant as stated in Article III. E. Committed to the goals, objectives and requirements of the Church as outlined in its Amended and Restated Articles of Incorporation, Amended and Restated Bylaws, and policies of the Church, which together constitute its governing documents. 39 Romans 12:10; 1 Thessalonians 5:14 40 Ephesians 6:18; 1 Thessalonians 5:25 41 Galatians 6:10; 2 Corinthians 1: Corinthians 12: Romans 12:19 45 Romans 12:18-21; Colossians 3: Matthew 5: Acts 18:27-28; Romans 16: Titus 3:2 Draft G,

5 Section 2. Nomination of Members. Application for membership may be made by any person desiring membership through a process established and made known by the Elder Board. The Elders shall be responsible for determining each person s qualification for membership. In making this determination, the Elders may rely on a person s profession of faith or any other evidence they deem appropriate. Section 3. Admission of Members. To be admitted into Church membership, applicants must be recommended by the Elders and accepted by a majority of members voting at a duly called Business Meeting of the Church. Upon admission, all applicants shall relinquish their membership in any other churches. Section 4. Privileges of Membership. Being a member of the Church has the following privileges: A. Identification as a follower of Jesus Christ. (Ephesians 2:9; Romans 12:5) B. Support and encouragement of a spiritual family in their walk with Christ. (Galatians 6:1-2; Hebrews 10:24-25) C. Spiritual protection and guidance of Christ-centered Elders. (Acts 20:28-29; Hebrews 13:17) D. Accountability that is necessary to grow in Christ. (Ephesians 5:21) E. Opportunity to hold offices within the Church. F. Opportunity to vote on Church matters, when of legal voting age and in good standing. Section 5. Responsibilities of Membership. With the privileges of church membership come certain responsibilities. As enabled by God to do so, members of the Church will: A. Pray regularly for the members and leaders of the Church. B. Seek to adhere to the Membership Covenant and regularly participate in the ministries of the Church. C. Care for others in the Church and in the greater body of Christ. D. Share the good news of forgiveness in Christ and the joy of living for Him. E. Give regularly and sacrificially of God s financial provision to bring glory to God and support the ministry of the Church. F. Resolve differences with fellow Church members in a way that aligns with Biblical teaching. G. Participate in the election of Church Elders. H. Vote on the annual budget. I. Vote on matters of Church discipline as necessary. J. Vote on changes to these Bylaws and other governing documents of the Church. Section 6. Change in Membership Status. A person may be removed as a member of the Church for any of the following reasons. A. Withdrawal: A member may withdraw from Church membership by written notice to the Elders. Any member who withdraws from membership is encouraged to communicate the reason for the withdrawal to the Elders. B. Administrative Removal: When the Elders establish that a member is no longer participating in the ministry of the Church, after a reasonable time the Elders shall be authorized to remove the member from the membership roll. Draft G,

6 C. Death: The names of the deceased shall be removed from the membership roll upon their death. D. Termination: When the process of discipline described in this Article, Section 7, results in termination of an individual s membership, the Elders shall remove the member from the membership roll. Section 7. Church Discipline. Any member consistently neglectful of their duties to Christ, involved in unrepentant sin or guilty of conduct that is dishonoring the name of Jesus may be disciplined by the Church. The purpose of such discipline is for the: A. Repentance, reconciliation and spiritual growth of the individual being disciplined. (Proverbs 15:5, 29:14; 1 Corinthians 4:14; Ephesians 6:4; 1 Timothy 3:4) B. Instruction and good of other Christians. (Proverbs 13:20; Romans 15:14; 1 Corinthians 5:11, 15:33; Colossians 3:16; 1 Thessalonians 5:14; 1 Timothy 5:20; Titus 1:11) C. Purity of the Church as a whole. (1 Corinthians 5:6, 5:11, 15:33; Colossians 3:16; 1 Thessalonians 5:14) D. The good the Church s corporate witness to non-christians. (Matthew 5:13; Acts 5:1-14; Ephesians 5:11; 1 Timothy 3:7; 2 Peter 2:2; 1 John 3:10) E. Glory of God by reflecting His holy character. (Deuteronomy 5:11; 1 Kings 11:2; 2 Chronicles 19:2; Ezra 6:21; Nehemiah 9:2; Isaiah 52:11; Ezekiel 36:20; Matthew 5:16; John 15:8; Romans 2:24, 15:5-6; 2 Corinthians 6:14-7:1; 1 Peter 2:12). Church discipline shall be carried out according to the teaching of the Bible in which a private effort to bring about repentance and reconciliation shall always be the first admonition (Matthew 18:15-17). If the private efforts fail to bring about repentance, one or more members shall bring the matter to the attention of the Elders. The Elders shall review the matter and, if they believe it warranted, may also conduct a hearing with notice of the charges and process. After prayer and deliberation, the Elders may: A. Dismiss the matter. B. Take disciplinary action other than termination of membership. C. Recommend termination of membership to the members of the Church at a duly called Business Meeting. Membership may be terminated for reason of Church discipline at the recommendation of the Elders and a vote of two-thirds (2/3) of the votes collected at any Business Meeting. Members who have been removed from membership by the Church shall be restored to full membership privileges when their repentance is judged by the Elder Board to be genuine and they have taken all the steps prescribed by the Elders for reconciliation and restoration, as described in 2 Corinthians 2:7-8. The Elders will communicate the restoration of the disciplined member in a timely manner. Section 8. Voting. Members who have reached their eighteenth (18) birthday are qualified to vote. Each member is entitled to one vote on each matter submitted to a vote of the members. There shall be no cumulative voting. Section 9. Membership Not Transferrable. Membership in the Church is not transferable or assignable. Draft G,

7 ARTICLE VI MEETINGS OF MEMBERS Section 1. Business Meetings. Business of the Church requiring voting by the entire membership will be conducted only at duly called Business Meetings of the Church. There are two types of Business Meetings: A. Annual Meeting: An Annual Meeting of members shall take place in the month of April each year, for the purpose of celebrating and giving thanks for God s work in and through the Church in the previous year, affirming an annual budget, voting on congregationally elected positions, and for the transaction of other business as may properly come before such a meeting. B. Special Meeting: A Special Meeting of the members may be called by the Elder Board, at its initiation or in response to a written request, submitted to the Elders, of no less than 10% of the members. If in response to a written request, said meeting will be called within one month of the request. The purpose or purposes for a Special Meeting shall be stated in the notice of the meeting. Business Meetings will be planned and conducted as follows: A. Location: Business Meetings will be held at a place and time designated by the Elder Board. B. Notice: Notice of a Business Meeting stating the place, day, and hour shall be given in writing at least fifteen (15) days prior to the meeting, and by announcement in regular corporate worship services for the two (2) weeks immediately preceding the meeting. C. Quorum: The quorum shall be a majority of members. Members whose current address is not in the Twin Cities and those on the Elder s Homebound List will not be counted for the purpose of establishing quorum. If a quorum is not present at any duly called Business Meeting the meeting shall not be convened. When a quorum has been present at a meeting and members have withdrawn from the meeting so that less than a quorum remains, the members present may continue to transact business until adjournment provided that those remaining constitute no less than one-half the number of those counted at the beginning of the meeting. D. Presiding: The Chair of the Elder Board or his designee shall preside at all Business Meetings. E. Decisions: Unless otherwise specified in these Bylaws, a simple majority of the votes cast at the meeting and, if the vote is by ballot, by valid absentee ballot shall decide motions brought before a Business Meeting. F. Absentee Voting: Absentee ballots will be available upon request a minimum of ten (10) days prior to any meeting in which the Church will be voting by ballot. Absentee ballots must be completed according to instructions provided, and must be delivered to the Church office before the meeting begins. G. Proxy Voting: No member may vote by proxy. Draft G,

8 Section 2. Informational Meetings. Meetings for the purpose of informing the congregation of activities of the Church or to solicit input from the congregation will be held at dates and times determined in advance by the Elder Board. Section 3. Informal Action by Members. No action required by law or is by practice conducted in a Business Meeting, may be taken without a meeting unless a consent in writing, setting forth the action so taken, is signed by all the members entitled to vote with respect to the subject matter thereof. ARTICLE VII ELDER BOARD The Elder Board of the church shall be responsible for the leadership and teaching of the members of the Church and for the business affairs of the Church. Section 1. Composition. The Elder Board shall be comprised of not less than three (3) members, with the number of Elders at any time determined by the needs of the ministry and by the call and qualification of men in the Church. The Elder Board shall be made up of both Vocational Elders and Non-Vocational Elders. Vocational Elders are those who make their primary living from the Church in return for their vocational labors. A majority of the Elder Board must be Non-Vocational Elders. Section 2. Qualifications of Elders. Each Elder shall be a member of the Church and a man of at least twenty-one (21) years of age. He shall believe and joyfully embrace the Biblical doctrines as affirmed in the Elder Affirmation of Faith and not hold any settled convictions contrary thereto. He shall satisfy the qualifications of an Overseer as established in 1 Timothy 3:1-7 and Titus 1:6-9, be an active leader of the ministries of the Church, a regular participant in public worship, model an understanding that Biblical leadership is servant leadership, and build Christ honoring, healthy relationships with those inside and outside the Church. Section 3. Spiritual Duties of Elders. In keeping with the principles set forth in 1 Timothy 3:1-7, 1 Timothy 5:17, Titus 1:5-9, James 5:14 and 1 Peter 5:1-4, the Elders shall oversee the ministries and resources of the Church. They shall seek the mind of Christ through the Word of God and the guidance of the Holy Spirit as they joyfully shepherd the flock of God. The Elders shall teach, exhort, refute false teaching, admonish those in sin, pray for the sick, care for the Church s members and devote themselves to prayer. They shall be responsible for examining and instructing prospective members; examining and recommending all candidates for offices; overseeing the work of the Deacons, Church staff and ministry teams; conducting corporate worship services; mobilizing the Church for world missions; and overseeing Church discipline. Draft G,

9 Section 4. Business Responsibilities of Elders. The business responsibilities of the Elder Board include: A. Corporate Responsibilities: As required by law, the Elders shall act as the officers of the corporation, responsible for managing the business affairs and operations of the Church, including the election of officers according to Article X, maintaining membership records, and producing meeting minutes. B. Appointment of Teams and Committees: The Elders may establish teams and committees to assist in carrying out the mission of the Church. The Elders shall determine the purpose, size, constituency and duration of all teams and committees. C. Church Staff Oversight: The Elders shall have primary responsibility for the employment, supervision, evaluation and termination of all Church staff. This responsibility may, when deemed appropriate, be delegated. D. Budget Presentation: Each year, the Elders shall present to the Church for its approval an income and expense budget. The budget shall be voted on by the members at the Annual Meeting. E. Vocational Elder Salary Committee: Each year the Elders shall select two Non- Vocational Elders and two members of the congregation at large to join with the Treasurer for the purpose of determining the annual salary and employment benefits of each Vocational Elder. Section 5. Nomination and Election of Elders. The Elder Board will seek suggestions from the congregation for potential Elders. The Elders will select men from among the members to enter into a period of training and evaluation under the supervision of the Elder Board. After this period, the Elders shall, by unanimous vote, select from these men those nominees the Elders believe to be qualified and will present them to the congregation no less than 30 days prior to the Annual Meeting at which a vote of affirmation will take place. Any member with reason to believe that an Elder candidate is unqualified to serve as an Elder should express such concern to the Elder Board as far in advance as possible of the Annual Meeting; if intending to speak in opposition to a nominee at the Annual Meeting, the member should express his or her objection to the Elders at least five (5) days before the meeting. Elders will be approved by an affirmative vote of two-thirds (2/3) of the votes collected at the Annual Meeting. Section 6. Term of Office. Non-Vocational elders will be elected to serve staggered three (3) year terms. Each Non-Vocational Elder s term will be renewable by congregational vote, unless he is removed under the provisions of Article V. Section 7. A Vocational Elder will serve indefinitely, unless he is removed under the provisions of Article V. Section 7, or resigns. Draft G,

10 Sections 7. Removal of Elders. If an Elder is found to be propagating beliefs contrary to the Elder Affirmation of Faith or is conducting himself in a sinful way that is unfitting of an Elder then a grievance may be brought before the Elder Board by any two (2) or more members. If the Elder Board, after thorough investigation and consideration, believes the grievance to be true and substantial, then the Elder Board may, upon an affirmative vote of two-thirds (2/3) of all Elders excluding the Elder subject to the termination vote, recommend to the members that the Elder be removed from office and call a Special Meeting for members to vote on the matter. Upon an affirmative vote of two-thirds (2/3) of the votes collected at the Special Meeting, termination will be immediately effective. In the case of a Vocational Elder, a vote of termination as an Elder also constitutes the termination of employment. Any termination compensation in such cases shall be decided by the Vocational Elder Salary Committee. Section 8. Resignation of Elders. Any Elder may resign from the Elder Board at any time, by giving written notice of resignation to the Elder Board. ARTICLE VIII ELDER BOARD MEETINGS Section 1. Regular Elder Board Meetings. Regular Elder Board meetings shall be held at a mutually agreed upon time and location with no less than twelve (12) meetings occurring in a year. Section 2. Special Elder Board Meetings. Notice of any special meeting of the Elder Board shall be given at least one week prior to the meeting date by written notice to each member of the Elder Board stating the place, date and time of the meeting, and the matters proposed to be acted upon at the meeting. Section 3. Meeting Quorum. A quorum shall consist of a majority of the members of the Elder Board. No business shall be considered by the Elders at any meeting at which the required quorum is not present. Section 4. Majority Action as Board Action. Every act or decision done or made by a majority of the Elders present at a meeting duly held is the act of the Elder Board, unless these Bylaws require a greater percentage or different voting rules. Section 5. Conduct of Meetings. The Elder Board Chair shall preside over all Elder Board meetings. In the absence or inability of the Chair, the Vice Chair shall preside. Section 6. Open Meetings. Any Church member may request to attend an Elder Board meeting for the purpose of addressing the Elder Board. Such requests must be presented in writing to the Chair of the Elder Board at least four days prior to the scheduled meeting. The Elder Board reserves the right to restrict such attendance to certain agenda items and/or to certain meetings. Draft G,

11 Section 7. Informal Action by Elders. Any action required by law to be taken at a meeting of the Elder Board, or any action that may be taken at a meeting of the Elder Board, may be taken without a meeting if a consent in writing is given by each Elder Board member entitled to vote with respect to the subject matter thereof. Section 8. Remote Communications. Any duly called meeting of the Elder Board may employ any means of remote communication through which all the Elders may participate with each other during the meeting. Such meetings can be conducted entirely through remote communication or include in-person and remote participation. Individual actions of the Elder Board may be conducted by the Elder Board through voting, following procedures established and reviewed annually by the Elder Board. ARTICLE IX DEACONS Section 1. Number. The number of Deacons shall be determined by the Elder Board in accordance with the needs of the ministry and by the call and qualification of men and women in the Church. Section 2. Qualifications. A Deacon must be a member of the Church who satisfies the qualifications set forth in 1 Timothy 3:8-13. They shall not be a member of paid Church staff. They shall be actively engaged with the ministries of the Church, a regular participant in public worship, and build Christ honoring, healthy relationships with those inside and outside the Church. Section 3. Term of Office. Each Deacon shall be nominated for a term designated by the Elder Board, based on the needs of the ministry. Section 4. Responsibilities. The Deacons shall assist the Elders in any service that shall support and promote the mission and ministries of the Church and the care for the members of the congregation. Their responsibilities may include but are not limited to: A. The greeting and welcoming ministries of the Church. B. Administration that supports the ministries of the Church. C. Ministry-minded care for the properties of the Church. D. Coordinating care for the needs of the members of the Church. Section 5. Nomination and Election. The Elder Board shall receive recommendations of Deacon candidates from the congregation. The Elders shall prayerfully examine the lives of all of those being considered and nominate, by a two-thirds (2/3) affirmative vote, those who are qualified and best meet the needs of the Church. Those nominees the Elders believe to be qualified will be presented to the congregation no less than 30 days prior to any duly called Business Meeting of the Church at which a vote of affirmation will take place. Deacons will be approved by an affirmative vote of two-thirds (2/3) of the votes collected at the Business Meeting. Draft G,

12 Section 6. Removal of Deacons. A Deacon may be removed for any reason, including a determination that a particular Deacon s area of ministry is no longer needed. The Elder Board may, upon an affirmative vote of two-thirds (2/3) of all Elders recommend to the members that the Deacon be removed from office and call a Special Meeting for members to vote on the matter. Upon an affirmative vote of two-thirds (2/3) of the votes collected at the Special Meeting, termination will be immediately effective. Section 7. Resignation of Deacons. Any Deacon may resign at any time, by giving written notice of resignation to the Elder Board. ARTICLE X OFFICERS Section 1. Election and Term of Office. The officers of the Church shall be elected by the Elder Board at their first regular meeting following the Annual Meeting. Each shall be elected for a one (1) year term. Section 2. Officers. The Elder Board will annually elect named officers of the Church, as follows: A. President: The President shall oversee the business affairs and corporate responsibilities of the Church and shall perform the duties common to his office. The President shall be selected from the Vocational Elders. B. Chair: The Chair shall be the Chair of the Elder Board and serve as moderator for all formal meetings of the Church. The Chair shall be selected from the members of the Elder Board. C. Vice Chair: The Vice Chair shall be the Vice Chair of the Elder Board, stand for the duly appointed Chair when the Chair is absent or not able to act, and will serve as Vice President of the corporation. The Vice Chair shall be selected from the members of the Elder Board. D. Secretary: The Secretary shall be Secretary of the Elder Board, keep the minutes of all Elder Board and Business Meetings of the Church, maintain membership rolls, and serve as Secretary of the corporation. The Secretary shall be selected from the members of the Elder Board. E. Treasurer: The Treasurer shall oversee the financial affairs of the Church, ensure that appropriate systems and controls are in place to maintain books of accounts and present accurate reports to the Elders and the members, and serve as the Treasurer of the corporation. The Treasurer shall be selected from the members of the Church who are twenty-one (21) years of age or older and are not Elders or paid Church staff. Section 3. Resignations. Any officer may resign at any time by giving written notice of resignation to the Elder Board. Section 4. Removal. The Elder Board may remove any elected officer whenever, in its judgment, it is in the best interest of the Church. Draft G,

13 Section 5. Vacancies. A vacancy in any office because of death, resignation, removal or other cause, shall be filled by the Elder Board for the remaining portion of the term of office. ARTICLE XI PARLIMENTARY PROCEDURE In all matters not covered in these Bylaws, all Business Meetings and Elder Board meetings shall be conducted according to Robert s Rules of Order Revised. The Church shall keep at its principal office: ARTICLE XII CORPORATE RECORDS AND REPORTS A. Minutes of all Business Meetings. B. Minutes of all Elder Board meetings. C. Adequate and correct books and records of account. D. A record giving the names and addresses of all members. E. A copy of the Church s Articles of Incorporation and Bylaws. All books and records of the Church may be inspected during normal business hours by any member, provided the member gives reasonable notice to the Church office prior to inspection. ARTICLE XIII AMENDING THE BYLAWS These Bylaws may be amended when deemed necessary. Any amendment shall first be recommended and submitted by the Elder Board to the membership at least thirty (30) days before the Business Meeting at which such amendment is to be voted upon. To be adopted, an amendment must receive two-thirds (2/3) of the total votes collected at the duly called Business Meeting. These Amended and Restated Bylaws are hereby adopted on EFFECTIVE DATE. Secretary Draft G,