TALLOWOOD BAPTIST CHURCH

Transcription

1 TALLOWOOD BAPTIST CHURCH 555 Tallowood, Houston, Texas tallowood.org BYLAWS PROPOSED JULY 2016 CONTENTS PAGE PART ONE THE CHURCH ARTICLE I. Church Name, Purpose, and Scope [ 2 ] ARTICLE II. Church Membership [ 3 ] ARTICLE III. Program and Organization [ 5 ] PART TWO CHURCH PERSONNEL ARTICLE IV. The Church Staff [ 7 ] ARTICLE V. Deacons [ 9 ] ARTICLE VI. General Church Officers [12] ARTICLE VII. Dismissal Authority [15] PART THREE CHURCH BUSINESS ARTICLE VIII. Business Plan and Calendar [15] ARTICLE IX. Meetings [16] ARTICLE X. Committees [18] ARTICLE XI. Licensing and Ordaining [21] ARTICLE XII. Church Financing [22] ARTICLE XIII. Amendment Procedure [23] ARTICLE XIV. Indemnification [24] ARTICLE XV. Miscellaneous [26] 1

2 BYLAWS OF TALLOWOOD BAPTIST CHURCH PREAMBLE For the more certain preservation and security of the principles of our faith, and to the end that this body may be governed in an orderly manner, and for the purpose of preserving the liberties inherent in each individual member of Tallowood Baptist Church of Houston, Texas, (the Church ) and the freedom of action of this body with respect to its relation to other churches of like faith and order, we do declare and establish these Bylaws. These Bylaws govern the affairs of Tallowood Baptist Church, a non-profit corporation as described in the Texas Business Organization code, Chapter 22 (the Act ). PART ONE THE CHURCH ARTICLE I. CHURCH NAME, PURPOSE AND STATEMENT OF FAITH A. Name This Church shall be known as Tallowood Baptist Church. B. Purpose and Statement of Faith The Church, as a local body of baptized believers with Jesus Christ as its head and the Bible as its Authority, is committed to sharing God s love through worshipping God, evangelizing the lost, teaching all people God s love, ministering to the Church family and to others, and fellowshipping as a family of faith. The Church looks to the Bible as our only authority in faith and practice for belief and behavior. We affirm the Baptist emphasis of the soul s competency before God, and the priesthood of the believer in the interpretation of Scripture. At the same time we understand that there are certain convictions with which Baptists have always been and are now identified. The doctrinal affirmations, derived from our interpretation of the Bible that we believe are stated in the Baptist Faith and Message statement adopted by the Southern Baptist Convention in its 1963 annual meeting (a complete copy is set forth on the Tallowood Baptist Church website at Tallowood.org) and Article III C. of these Bylaws. The 1963 Baptist Faith and Message Statement is not a creed but rather a confession of faith of the general beliefs of Baptists and this Church. C. Tax Exemption This 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 (the Code ), 2

3 including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code. D. Scope Church may cooperate or affiliate with the Union Baptist Association, Baptist General Convention of Texas, the Southern Baptist Convention, and other Baptist groups. However, the Church s relationship with any convention or association is voluntary, and the action of such groups shall not be binding upon this Church except by the will of the members. E. Pledge The Church pledges all its assets for use in performing the functions described above. F. Discontinuance In the event of the dissolution of the Church, the Directors shall, after paying or making provision for the payment of all liabilities of the Church, distribute all Corporation assets to an organization or organizations qualified as exempt from taxes under Section 501(c)(3) of the Code, as the Directors in their sole discretion shall determine. ARTICLE II. CHURCH MEMBERSHIP A. Members The membership of Tallowood Baptist Church shall be composed of that body of persons having become members as described in paragraph B of this Article. The members shall be listed on the Church roll maintained in the Church Office. The resident membership are those members living within the Houston Standard Metropolitan Statistical Area as defined by the Department of the Census (the resident members ) and they shall have the responsibility of conducting the Church business. B. Forms of Admission Persons desiring membership in the Church shall attend a membership class, complete a membership form, and following recommendation by the Pastor or his designee and approval by a majority vote of members in attendance at a church business meeting or Church service shall be accepted and added to the roll by any of the following procedures. Children and Youth will follow an age appropriate instruction process. 3

4 1. Baptism a. Any person professing faith in the Lord Jesus Christ and giving evidence of a change of heart may be received as a candidate for baptism, and following a vote of the members present at a Church business meeting or any service of the Church, and upon baptism is accepted as a member. b. Any person of another denomination acknowledging his or her faith in the Lord Jesus Christ may be received as a candidate for baptism and following a vote of the members present at a Church business meeting or any service of the Church, and upon baptism is accepted as a member. 2. Letter A member from another Baptist church of like faith and order, having been baptized by immersion, by presenting themselves for membership, may be received as a member by vote of the members present at a Church business meeting or any service of the Church. The action shall be contingent upon the securing of a letter of recommendation or proper credentials from the sister church in which the applicant presently holds membership. 3. Statement or Restoration Any person having been baptized by immersion after professing faith in Christ by a Baptist church of like faith and order, but whose membership has lapsed, terminated or been lost may, upon statement of facts and a vow of faith in, and love of Christ, be restored and received by a vote of the members present at a Church business meeting or any service of the Church. C. Termination of Membership 1. Grant of Letter Should any member unite with another church of like faith and order, the Church, by vote of the resident members at a regular business meeting, may grant a letter of recommendation if requested by that church. 2. Removal Should any member of the Church unite with another church which is not of like faith and order, or present a written request to terminate his or her membership, his or her name shall be removed from the membership roll by vote in a Church business meeting. D. Discipline and Possible Restoration Any member having cause of complaint against another must seek to resolve it as directed in Matthew 18: All discipline shall be formulated and carried out in 4

5 the light of the teachings of Jesus Christ, with love, meekness and Godly fear. The executive Pastoral staff (defined in the Employee and Administrative Policies Manual) shall be the final authority on member discipline. ARTICLE III. PROGRAM AND ORGANIZATION A. General Plan The Church shall institute, maintain and modify such programs of worship, service training and evangelism as it deems appropriate in fulfilling its purpose as in Article I.B. It shall establish such organizations as it deems necessary to pursue that purpose. The Pastor and other Pastoral Staff designated by the Pastor may adjust the public worship schedule to fulfill the purpose of the Church and will notify the Church in advance of any change in the schedule. B. Church Services 1. Sunday The Church shall meet regularly on Sunday for morning and evening public worship. 2. Mid week Service The Church shall meet regularly for mid week prayer and Bible Study. 3. Special Services Other special services may be called by the Pastor or by vote of the membership. C. Special Acts of Worship 1. Baptism Baptism shall be by immersion in water. Baptism shall be administered as an act of worship during any worship service of the Church. (Acts 2:37-38; Matthew 3:13-17; Romans 6:3-5; Colossians 2:12) 2. Lord s Supper The Lord s Supper shall be observed at least quarterly in a Church worship service at the time designated by the Pastor. The Pastor and Deacons or their designees shall administer the Lord s Supper. All persons who have professed personal faith in the Lord Jesus Christ are welcome to participate in the Lord s Supper. (1 Corinthians 10:16; 1 Corinthians 11:23-26; Acts 2:42; Mark 14:22-24) 5

6 3. Weddings Marriage is a biblical institution established and designed by God as described in the Holy Scriptures. The institution of marriage is the uniting of one man and one woman in a faithful covenant commitment. The public declaration of these promises to live in this faithful commitment is an act of worship. As a result of these sincerely held beliefs, the Church s Pastor, Pastoral and Ministerial staff, and persons licensed or ordained by the Church to perform marriages shall not officiate in same sex unions or marriages, nor shall the Church s property be used for such purposes. Mankind is the special creation of God, made in His own image. He created them male and female as the crowning work of His creation. The gift of gender is thus part of the goodness of God s creation. The Bible teaches that God created us as sexual beings and designed sexual relations to be exercised solely within marriage between a man and a woman; consequently, we believe that all forms of sexual immorality including premarital sex, extramarital sexual relationships, and pornography are displeasing to God. (Genesis 1:26-28; Genesis 2:18-25; Matthew 19:3-9; Romans 1:18-32; 1 Corinthians 7:1-16; Ephesians 5:21-33) D. Organizations 1. Church Organizations The organizations of the Church shall be determined by the members of the Church to meet the needs of the Church. They may include, but not be limited to, the following: a. Bible Study b. Women s and Men s Organizations c. Girl s and Boy s Organizations d. Music Ministry Groups e. Athletic Activities 2. Organization Leaders The organizational leaders shall be recommended by the Administrator and/or appropriate Staff and shall be elected annually by the Church. 6

7 ARTICLE IV. THE CHURCH STAFF A. The Pastor 1. Qualifications PART TWO CHURCH PERSONNEL a. The pastor of this Church shall be a minister of the Gospel of Jesus Christ, ordained by this Church or by a Baptist Church of like faith and order. b. He shall meet the qualifications set forth in 1 Timothy 3:2-7. The qualifications concerning the husband of one wife shall be interpreted to mean that a pastor shall not be divorced for any reason or be married to a woman so divorced. He shall exemplify this Church s concept of spirituality, missionary zeal, purity of doctrine and spirit of cooperation. c. He shall subscribe to the 1963 Baptist Faith and Message Statement of the Southern Baptist Convention and Article III C. of these Bylaws. 2. Duties a. His primary responsibilities are to proclaim the Gospel of Jesus Christ, to lead the Church to fulfill its purpose in the world and to minister to the personal needs of the people. b. He shall administer the ordinances of Baptism and the Lord s Supper. He shall have the authority to designate a person to act in his stead. He shall have the authority to designate a location other than the church campus where such ordinances may be performed and will notify the Church in advance of the time and location. c. He shall be responsible for the selection of those who shall fill the pulpit in his absence. The Church shall compensate the guest minister. d. He shall supervise all employees of the Church and shall have authority for termination of all employees except those staff members called by the Church body. He may delegate such authority to other Pastoral staff members. In the case of Pastoral staff members, he may recommend termination to the Personnel Committee. That committee will take whatever action it deems applicable. If the Pastoral staff member is not satisfied with the decision of the Personnel Committee, then he shall have the right of appeal to the Church by presenting an appeal in writing to the Chairperson of the Committee of Committees. 7

8 e. He shall have oversight of all areas of Church governance, particularly issues of faith, practice, theology, moral and scriptural interpretation. He and the executive Pastoral staff defined in the Employee and Administrative Policies Manual will have authority to enforce conformity of belief and practice relating to religious teaching and practice within the Church and property and facility usage. Everything that occurs in the Church affects its ministry and mission. The religious purpose in exercising said oversight is for the Church to practice its religion, foster, and disseminate the Church s view, message, and statements. f. He shall moderate all business meetings of the Church in the absence of the Chairperson of the Committee of Committees and Chairman of the Diaconate. g. He shall be an ex officio member of all Church committees. 3. Procedure for Calling In the event the Church becomes without a pastor, the Church shall elect a pulpit committee to find a candidate and recommend him to the Church. a. A 14 member pulpit committee shall be selected by secret ballot in the following manner: (1) The business meeting, whether regular or special, for electing the pulpit committee shall be announced by mail at least eight days prior to the meeting and at all Sunday worship services one week preceding the meeting. (2) Resident members of the Church must be present at the meeting to vote. They will vote by listing on a blank sheet up to 14 resident members (seven men and seven women) whom they prefer for a pulpit committee. A tellers committee, appointed by the moderator, will count the vote and the seven men and seven women receiving the highest number of votes and agreeing to serve will comprise the pulpit committee. The committee will elect its own officers. b. When the pulpit committee is ready to recommend the prospective pastor, the following procedure will be followed: (1) At least eight days prior to the designated Sunday on which he is to preach, the resident membership will be notified by mail that a vote on his call will be taken. (2) Announcement will be made in all worship services on the Sunday prior to his visit. 8

9 (3) On the Wednesday evening prior to his visit, the pulpit committee will hold an open forum with the members present for full discussion of the committee s recommendation. (4) The vote shall be taken on the following Sunday morning at the conclusion of each of the worship services. A quorum for voting to call a pastor shall be twenty five percent of the resident membership. The vote will be by secret ballot and will be tallied at the conclusion of the last morning service. The results shall be announced at the Sunday evening service. (5) Acceptance of the committee s recommendation, constituting a call of a pastor, must have the affirmative vote of at least seventy five percent of the resident members present. B. Other Pastoral Staff The church shall establish any position of ministry it deems necessary to fulfill its responsibility to proclaim the Gospel, to disciple, and to minister to the people. Pastoral staff positions shall be filled by appointing special search committees to visit, interview and select, with the advice and consent of the Pastor, consensus candidates and present them to the Church for acceptance and issuing the call. Those persons called by the Church shall be considered Commissioned Ministers of Religion at the time of their election by the Church. C. Other Ministerial Staff and Employees The Church may secure the services of other full or part time employees, including Ministerial staff. These positions shall be filled in accordance with the policies outlined in the Church Employee and Administrative Policies Manual. D. Duties of Church Staff and Other Employees Complete job descriptions, benefits information, and identification of duties, functions and responsibilities for all Church staff and other employees may be found in the Church Employee and Administrative Policies Manual. ARTICLE V. DEACONS A. Responsibilities In accordance with the New Testament teachings concerning the place of deacons, the Church charges the deacons with the following responsibilities: 9

10 1. To minister to the membership. 2. To share, with the Pastor, the responsibility of promoting and upholding a high level of spirituality. 3. To encourage, support and uphold the Pastor in his ministry. 4. To be knowledgeable of, and to support the business and activities of the Church. B. Qualifications 1. A deacon shall meet the qualifications set forth in Acts 6:1 7 and Timothy 3:8 12. The qualifications concerning the husband of one wife shall be interpreted to mean that a deacon shall not be divorced for any reason or be married to a woman so divorced. He shall exemplify this Church s concept of spirituality, missionary zeal, purity of doctrine and spirit of cooperation. He shall agree to the Purpose and Statement of Faith of this Church as set forth herein. 2. The deacon shall accept the scriptures as his supreme authority of Christian devotion and faithfulness to his own family. 3. He shall strive to exemplify the ideals of Christian living in business and civic affairs and in the recognition of his material stewardship through the tithe to his Church. He shall be committed to faithful attendance and participation in the Bible Study program, worship services and the ministries of the Church. He shall have a loving attitude and concern for others and a willingness to serve. 4. The deacon shall take a stand on certain issues which threaten the Church, the home or Christian institutions as required by the Church, and shall prayerfully study and strive to live by the principles set forth in Romans 14: Since the use of beverage alcohol and the abusive use of drugs are frequently responsible for separating men from God s fellowship, the deacon shall set a pattern of opposition to these threats and abstain from such use. C. Diaconate 1. Composition Annually, by letter mailed to each qualified man who has been ordained as a deacon in this Church or in a Baptist church of like faith and order shall be reminded of his responsibility as an ordained man and encouraged to serve as a deacon. Those qualified, ordained men who agree to serve as deacons shall be known as the Diaconate. A member of the Diaconate shall serve until he is unable or unwilling to do so. 10

11 2. Deacon Emeritus Annually in August the Pastor, Chairman of Deacons and one Deacon at large (not an officer) shall meet to determine if any Deacons should be considered for the position of Deacon Emeritus. The Deacon Emeritus will be men who have served faithfully but are no longer able to serve due to age, health or other reasons deemed appropriate. The Deacon Emeritus may participate as he feels led. The Deacon to be recognized as Emeritus will be presented to the Church at the ordination service for new Deacons. 3. Deacon Officers The Diaconate s Officers shall consist of its Chairman, Chairman Elect, Immediate Past Chairman, Secretary and Ministry Team Coordinators, who shall serve a one year term. 4. Specific Duties a. The Diaconate shall organize itself into ministry teams according to the needs of the membership and the spiritual gifts of the members of the Diaconate. Each member of the Diaconate shall serve on at least one ministry team, or as a Sunday School Department Director or Sunday School Teacher. b. The Diaconate and the Pastor shall meet at least quarterly to consider their ministry as deacons, the needs of the membership, the spiritual and Ministerial needs of the Church and for prayer. c. Members of the Diaconate shall attend and participate regularly in Church business meetings. d. The Diaconate shall assist the Pastor in serving the Lord s Supper to the Church. 5. Election a. The need for new deacons and the number of qualified men to be ordained as deacons shall be determined by the Church. b. At least annually at the January business meeting of the Church and whenever requested to do so by the Church, the Diaconate shall report and make a recommendation to the Church regarding the need to ordain qualified men to serve on the Diaconate. c. When the Church decides to ordain qualified men to serve as deacons, a Deacon Nominating Committee shall be established. The Deacon Nominating Committee shall consist of four (4) deacon officers selected by the Diaconate 11

12 and at least (4) Church members selected according to the provisions of Article X.D. respecting temporary committees. d. The Deacon Nominating Committee shall nominate for election by the Church as deacons the number of qualified men determined by the Church to be needed. In making its nominations, the Deacon Nominating Committee shall obtain suggestions from the membership concerning who should be nominated and shall delegate to the Diaconate the responsibility to screen such candidates qualifications to serve as a deacon according to the Scripture and the Church Bylaws. e. Those who are nominated by the Deacon Nominating Committee and elected by the Church shall be ordained by the Church at a regular Sunday service. ARTICLE VI. GENERAL CHURCH OFFICERS A. Definition General Officers of the Church shall consist of the following: 1. Clerk 2. Treasurer 3. Assistant Treasurers 4. Directors 5 Chairperson of Committee of Committees/Church Moderator 6. Chairperson-Elect of Committee of Committees 7. Secretary of Committee of Committees 8. Parliamentarian B. Qualifications All general officers of the Church shall be resident members of the Church and shall agree to the Purpose and Statement of Faith of the Church as set forth herein. C. Term of Office 1. Officers The Clerk, Treasurer, Assistant Treasurers and Parliamentarian shall be elected following nomination by the Nominating Committee, and shall serve terms of three years. After the period of one year, a person may again be eligible for nomination to the same office. The terms of office follow the Church fiscal year. 12

13 2. Church Directors The Church Directors shall be elected following nomination by the Nominating Committee, and shall serve terms of five years, with one Director being replaced each year. A Director may be re elected after a period of one year. The terms of office follow the Church fiscal year. 3. Committee of Committee Officers The Chairperson of Committee of Committees/Church Moderator, the Chairperson-Elect of Committee of Committees and the Secretary of Committee of Committees shall be elected following nomination by the Nominating Committee, and shall serve a term of one year. The term of office follows the Church fiscal year. D. Duties of Officers 1. Clerk a. The Clerk shall keep an accurate record of each Church business meeting which shall be submitted for Church approval at the next regular business meeting. A brief report of the meeting shall be published in the subsequent issue of the Church publication. b. The Clerk shall compute the quorum for meetings as required in Article IX.C. c. The Clerk shall assist those making decisions for Church membership in the preparation of their applications and may present them to the Church for acceptance. d. At the last business meeting of the Church year, the Clerk shall present a statistical report of the membership for the past year, which report shall be presented as a portion of the annual letter to the Union Baptist Association. 2. Treasurer a. The Treasurer shall be responsible for: (1) The disbursement of all funds by: (a) co signing checks with the Church Administrator; and, (b) ensuring that appropriate approvals for expenditures have been secured. (2) Ensuring that Church purchases and expenditures are in keeping with established procedures. 13

14 b. The Treasurer shall be authorized with the consent of the Finance Committee and by the chairperson of each committee to disburse funds allocated by the budget to the committee, but shall disburse no funds outside the approved budget unless specifically authorized by the Church. c. The Treasurer shall be experienced in general accounting procedures and shall be appropriately bonded at the expense of the Church. d. The Treasurer shall present a summary of the financial condition of the Church at each regular business meeting. He or she shall also present a summary covering the Church year at the last regular business meeting of the Church year that may be included in the annual letter to the Union Baptist Association. e. The Treasurer shall be an ex officio member of the Finance Committee. 3. Assistant Treasurers a. The Assistant Treasurers shall assist the Treasurer and shall assume the duties and functions of the Treasurer in his or her absence. b. The Assistant Treasurers shall be appropriately bonded at the expense of the Church. 4. Directors a. The Directors shall consist of five members with any three authorized to act. b. The Directors shall have legal/business experience and be responsible, as directed by the Church for action concerning contracts, loans, mortgages, releases and other action of legal nature. c. The Directors may buy and sell or otherwise dispose of property belonging to the Church, but only as specifically authorized by the Church. d. The Directors shall report as necessary to the Church at regular business meetings. 5. Parliamentarian a. The Parliamentarian shall assist the moderator of all church business meetings concerning parliamentary rules and procedures. b. The Parliamentarian shall be knowledgeable in parliamentary rules and procedures including Robert s Rules of Order. 14

15 ARTICLE VII. DISMISSAL AUTHORITY In addition to the dismissal authority outlined in Article IV. A.2.d., any member of the Church staff or any elected Church officer may be dismissed from office by the Church by the following procedure: A. Recommendation Upon recommendation of the Diaconate, or upon petition signed by twenty five percent of the resident membership recommending dismissal, a meeting shall be called for a vote of the resident members by secret ballot. B. Announcement of Meeting Announcement of the meeting shall be made at the Sunday worship services at least two days prior to the meeting. C. Moderator of the Meeting The meeting shall be conducted by someone other than the person who is the subject of the voting. The voting shall be by secret ballot of resident members who are present (proxy votes shall not be valid), and the votes shall be counted by a tellers committee appointed by the moderator. A simple majority shall decide the issue. D. Effect of Dismissal If the vote is for dismissal, the person shall immediately be disassociated from the authority of his or her office and have all powers withdrawn. The Treasurer shall issue no cash, checks, or credits to the person removed, nor pay any unearned compensation unless specifically authorized by vote of the Church. The person dismissed shall further be subject to eviction from any Church property on which he or she may be residing or officiating. PART THREE CHURCH BUSINESS ARTICLE VIII. BUSINESS PLAN AND CALENDAR A. General The organization, management, and financing of God s business through the Church shall be determined by the resident membership through committees and officers elected by the church. 15

16 B. Yearly Calendar 1. The fiscal year of the Church shall begin on the first day of October each year. 2. The Church year, for denominational reporting shall begin on the first day of October each year. 3. The calendar year of the Church shall begin on the first day of January each year. ARTICLE IX. MEETINGS A. Regular Business Meetings A regular business meeting shall be held at least every other month. At each of its meetings, the Committee of Committees shall set the date and time of the next regular business meeting. The Committee of Committees may schedule additional business meetings as required. Notice of the date and time of each regular business meeting shall be given in a Church publication published at least seven days prior to the meeting. B. Special Business Meetings Special business meetings may be called by the Pastor, or by request of ten resident members of the Church to the Church Clerk or to the Administrator. Notice of the special meeting, specifying the purpose, date and time, shall be given at the Sunday worship services one week prior to the meeting. C. Quorum In all business meetings of the Church, those resident Church members present shall constitute a quorum except as stipulated in the following cases: 1. For the sale or disposal of real property, the incurring of mortgage indebtedness, and the approval of the annual Church Budget, ten (10) percent of the resident members shall constitute a quorum. 2. For a decision to disassociate the Church from the Southern Baptist Convention, Baptist General Convention of Texas, or Union Baptist Association, or a decision to become affiliated with another group, fifty one (51) percent of the resident members shall constitute a quorum. 3. For the call of a pastor, twenty five (25) percent of the resident members shall constitute a quorum. 16

17 D. Procedure 1. Robert s Rules of Order shall be the procedural guide for all Church business meetings except as stipulated elsewhere in these By laws. 2. The Chairperson of the Committee of Committees shall be the moderator of all Church business meetings. Should he or she be unable to moderate, the Chairman of the Diaconate shall moderate. Should the Chairman of the Diaconate be unable to moderate, the Pastor shall moderate. 3. Items of business may be submitted for Church action by any of following three methods: a. Committee recommendations generated within a committee or recommendations by an individual to a committee are submitted to the Committee of Committees for review and information and then to the Church for action. (1) Reports, if any, of the Committee of Committees are to be made at the business meeting when the item is presented for Church vote. (2) If the item is not presented to the Church for action, the originator of the item has the right to move for action by the Church. b. Items presented by an individual at a regular business meeting or special business meeting shall be referred to the appropriate committee for review. Referral to committee may be suspended and action may be taken at the time of initial presentation if authorized by a two-thirds majority vote of the resident members present. E. Determining Vote Each resident Church member shall have one vote and must be present to vote. A simple majority shall determine action on items of business except as stipulated for the following specific situations. 1. By a two thirds majority of resident members present, the rule automatically referring new business to committee may be suspended. 2. A three fourths majority vote of resident members present is required for: a. Licensing or ordaining ministers b. Calling of a pastor c. Amending these By laws 3. Voting by proxy shall not be allowed. 17

18 ARTICLE X. COMMITTEES A. General 1. Establishment and Composition The Church may at any time in a Church business meeting establish such permanent and temporary committees as it deems appropriate and shall elect the members of the committees and their chairperson. A committee may be composed entirely of resident members who are not officers or directors of the Church. 2. Purpose The committees serve to advise the Church and to make recommendations for Church action. The chairperson of each committee, or any member in the absence of the chairperson, is responsible for reporting to the Committee of Committees and to the Church the work and recommendations of the committee. 3. Actions The action of any and all committees shall be subject to approval by the Church in a Church business meeting. The authority of each individual committee is advisory to the Church except where the Church has specifically delegated authority. Such authority includes the overseeing of budgeted funds allocated to each committee. B. Permanent Committees 1. Definition A permanent committee is one which, once established, continues in existence and assignment until the Church deems otherwise. A list of permanent committees, and the responsibilities of each, shall be maintained in the Manual of Committees. 2. Term Committee members serve for three years with approximately one third being replaced each year. Committee service is in accordance to the Church fiscal year. A member may not be re elected for a consecutive three year term to the same committee, or appointed to fill a vacancy on the same committee, without a one year absence from the committee. 3. Nominations and Qualifications Annual nominations for members of permanent committees and their chairperson shall be made by a nominating committee appointed annually by the Committee 18

19 of Committees. Interim nominations to fill vacancies shall be made by the Committee of Committees. Members of permanent committees shall be resident members of Tallowood Baptist Church and the chairperson shall have at least one (1) year of service on that committee whenever possible. Members of committees shall agree to the Purpose and Statement of Faith as set forth herein. C. Finance Committee The Finance Committee is a permanent committee which shall meet at least once each month and shall have authority to manage the financial affairs, including cash flow, of the approved Church budget. It shall advise the Committee of Committees, the Diaconate and the Church of the financial status of the Church. D. Temporary Committees 1. Definition and Term A temporary committee is one which is established for a specific purpose, and its existence ceases when its final report is made to the Church or when terminated by Church action. 2. Nomination and Election Members and chairpersons of temporary committees are nominated by the Committee of Committees, and elected by the Church in a business meeting. Members of temporary committees may: a. Serve throughout the life of the committee. b. Succeed themselves if the committee expires and is later reactivated. c. Serve on permanent committees and if appropriate, be officers or directors. E. Nominating Committee The Nominating Committee is a temporary committee appointed annually by the Committee of Committees for the purpose of nominating: 1. General Church officers 2. Annual replacements for the permanent committees. 19

20 F. Committee of Committees 1. Members The Committee of Committees is composed of the following: a. Chairperson b. Chairperson Elect c. Secretary d. Chairperson of each permanent committee e. Chairman of the Diaconate f. Treasurer g. Chairperson of the Directors h. Parliamentarian i. Pastoral Staff (ex officio) 2. Replacement of Chairperson, Chairperson Elect and Secretary If the Chairperson Elect or Secretary become unable to serve, a replacement may be elected by the Committee of Committees at any regular or special called meeting. Such replacement shall be elected from the body of permanent committee chairpersons to serve the remainder of the term of the person being replaced. The person elected as replacement Secretary shall no longer have any responsibility on any other permanent committee, and shall be replaced on such committee in accordance with B.3. above. If the Chairperson becomes unable to serve, the Chairperson Elect shall immediately become the Chairperson for the remainder of the term of the person being replaced and for the next succeeding year. In such event, the Chairperson Elect shall be replaced in accordance with the first two sentences of this paragraph. 3. Duties of Chairperson and Secretary The Chairperson and Secretary shall coordinate the functioning of the Committee of Committees regarding the business of the Church. Their duties are: a. To review all current and proposed Church business to see that it is timely and properly organized for presentation at business meetings. b. To prepare the agenda for Church business meetings. The agenda shall be published in the Church publication prior to the meeting. c. To keep abreast of the status of old business activity within the committees. d. To preside and moderate at Church business meetings and at Committee of Committees meetings (chairperson) and to record the proceedings (secretary). 20

21 4. Meetings The Committee of Committees shall meet at least once every other month to review the activities of all the Church committees. The chairperson, or his or her designate, of each permanent committee shall be present at the meetings. 5. Other duties Other duties of the Committee of Committees are: a. To acquaint the Pastor and other Pastoral or Ministerial staff with information of committee activities. b. To nominate members of temporary committees as needed for election by the Church. c. To nominate, at the business meeting preceding the annual meetings of the Union Baptist Association, Baptist General Convention of Texas and the Southern Baptist Convention, those who are willing to be messengers of the Church to the meeting. d. To establish the schedule for the Finance Committee, Committee of Committees and Church business meetings. ARTICLE XI. LICENSING AND ORDAINING A. Licensing Anyone who gives evidence of a call to the ministry, subscribes to the Purpose and Statement of Faith of the Church as set forth in the Bylaws and upon the recommendation of the Pastor of the Church may be licensed by the Church to preach the Gospel of Jesus Christ. A three fourths majority vote of resident members present at any business meeting is required. B. Ordaining Anyone who is licensed to preach by this or any church of like faith and order, who possesses the scriptural qualifications of a pastor found in Article IV.A. of these Bylaws, subscribes to the Purpose and Statement of Faith of the Church as set forth in the Bylaws, and who has the recommendation of the ordination council, may be ordained by a three fourths majority vote of members present at any business meeting. The ordination council, as invited by the Pastor, shall consist of ordained ministers and deacons of this Church or any church of like faith and order who shall examine the qualifications of the candidate and, by a simple majority vote of such council, recommend such candidate to the Church for ordination. 21

22 ARTICLE XII. CHURCH FINANCING A. Financing of Church Program It is the intent of the Church that all Church programs be financed through tithes and offerings to the unified and approved Church budget, for which an individual contribution shall be acknowledged. However, other gifts may be accepted by the Church as provided in this Article. Gifts of listed stock, bonds and other securities ( Securities ) to the unified Church budget will be accepted provided that a minimum of 50% of the total value is to go to the unified Church budget and/or authorized Church fund drives, and the remainder is designated for Christian causes. B. Designated Gifts Designated gifts (including Securities as stated in A. above) for which an individual contribution shall be acknowledged are limited to the following: 1. Gifts to authorized Church fund drives. 2. Gifts to Church approved causes, Southern Baptist institutions and other Christian causes (gifts to individuals are excluded). C. Gifts to the Church All gifts to the Church, other than gifts as defined in A and B above, must be tendered to the Directors for acceptance on behalf of the Church. Directors may at their discretion, defer acceptance of any such gifts until they receive Church approval. If the Directors decline the gift, they shall, at the request of the donor, offer it to the Church at a business meeting. Upon acceptance, the donor s contribution will be acknowledged. All gifts accepted by the Directors or the Church shall be disbursed through the Finance Committee according to the donor s wishes. Any unused designated funds over five years old which have not been used may, upon recommendation of the Finance Committee and approval of the Church, be redesignated. D. Acceptance of Gifts Directors, in accepting gifts, will accept them only in the name of Tallowood Baptist Church. However, stocks, bonds, and other securities, with the establishment of suitable safeguards, may be accepted without actually transferring such stocks, bonds and other securities into the name of the Church, if they are to be sold promptly by the Church. Securities meeting the guidelines in A and B above may be accepted for the Church by the Church Administrator. 22

23 E. Authority to Expend Funds Directors shall be permitted to expend such funds to preserve or protect such gifts as may be reasonably required, but only in an amount reasonably related to the value of the gift. F. Solicitation of Gifts No Church committee, Church staff member or other Church organization shall solicit gifts to enlarge a specific Church program beyond the Church approved budget without first obtaining approval of the Church in a regular or called business meeting. If approved, the solicitation then becomes an authorized Church fund drive within the definition in B.1. above. G. Receipts for Special Programs Cash receipts applicable to special program items, such as reservations for retreats, transportation fees, etc. and for which individual contribution records are not acknowledged, may be disbursed as received. In addition, related budget item funds may be used to make advanced payment for such program items provided the funds are reimbursed by the individual cash receipts. Advance disbursements in excess of funds available in the related budget item require approval of the Church committee having jurisdiction over the program funds, and other items in that jurisdiction must be charged with the excess amounts. ARTICLE XIII. AMENDMENT PROCEDURE Amendments to the Bylaws may be made by the following procedure: A. Initiation of Amendments Proposed amendments may be initiated by the Pastor or a member by presentation at a business meeting. B. Submission to Special Temporary Committee All proposed amendments must be submitted to a special temporary committee for review and report to the Church at a business meeting. C. Notice After review and report by the special temporary committee, the proposed amendment(s) must be printed in a Church publication and announced at a regular meeting of the Church. 23

24 D. First Approval At least two weeks after publication, the amendment(s) will be submitted to the Church in a business meeting for approval which requires a three fourths vote of the resident members present. E. Affirmation At least two weeks after approval has been given and the approved final form printed in a Church publication, the amendment(s) must be affirmed as printed by the Church in a business meeting by a three fourths vote of the resident members present. F. Temporary Bylaws In conjunction with the foregoing, the special temporary committee may recommend and the Church may adopt temporary Bylaws to effectuate any transition necessitated by the proposed amendment(s) to the Bylaws, which temporary Bylaws, if so designated, shall not become part of the permanent Bylaws, and shall have force and effect only for the indicated transition period. ARTICLE XIV. INDEMNIFICATION A. When Indemnification is Required, Permitted, and Prohibited 1. The Church shall indemnify a director, officer, committee chairperson, employee, or agent of the Church who was, is, or may be named as 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. For the purposes of this article, an agent includes one who is or was serving at the request of the Church Pastoral staff, director, officer or as authorized by the Church in a business meeting. However, the Church shall indemnify a person only if he or she acted in good faith and reasonably believed that the conduct was in the 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. The Church shall not indemnify a person who is found liable to the Church or is found liable to another on the basis of improperly receiving a 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. 2. The termination of a proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Church. 3. The Church shall pay or reimburse expenses incurred by a director, officer, committee chairperson, employee, or agent of the Church in connection with the 24

25 person s appearance as a witness or other participation in a proceeding involving or affecting the Church when the person is not a named defendant or respondent in the proceeding. 4. In addition to the situations otherwise described in this Article, the Church may indemnify a director, officer, committee chairperson, employee, or agent of the Church to the extent permitted by law. However, the Church shall not indemnify any person in any situation in which indemnification is prohibited by the terms of paragraph A.1. above. 5. Before the final disposition of a proceeding, the Church may pay indemnification expenses permitted by the Bylaws and authorized by the Church. However, the Church shall not pay indemnification expenses to a person before the final disposition of a proceeding if: the person is a named defendant or respondent in a proceeding brought by the Church or the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct. 6. If the Church may indemnify a person under the Bylaws, the person may be indemnified against judgments, penalties, including excise and similar taxes, fines, settlements, and reasonable expenses actually incurred in connection with the proceeding (including attorney s fees). However, if the proceeding was brought by or on behalf of the Church, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding. B. Procedures Relating to Indemnification Payments. 1. Before the Church may pay any indemnification expenses (including attorney s fees), the Church shall specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in B.3. below. The Church may make these determinations and decisions by any one of the following procedures: a. Majority vote of a quorum consisting of Directors who, at the time of the vote, are not named defendants or respondents in the proceeding. b. If such a quorum cannot be obtained, by a majority vote of all the members of the Legal Committee of the Church, and who at the time of the vote are not named defendants or respondents in the proceeding. c. If such a quorum as provided in B.1.a. cannot be obtained and a vote of the majority vote of the Legal Committee as provided in B.1.b. cannot be obtained, determination by special legal counsel selected by a majority vote of all Directors 25

26 2. The Church shall authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination of reasonableness of expenses shall be made in the manner specified by B.1.c. above, governing the selection of special legal counsel. A provision contained in the Articles of Incorporation, the Bylaws, or a resolution of the members or the Directors that requires the indemnification permitted by B.1. above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible. 3. The Church shall pay indemnification expenses before final disposition of a proceeding only after the Church determines that the facts then known would not preclude indemnification and the Church receives a written affirmation and undertaking from the person to be indemnified. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment shall be made in the same manner as a determination that indemnification is permissible under paragraph B.1. above. The person s written affirmation shall state that he or she has met the standard of conduct necessary for indemnification under the Bylaws. The written undertaking shall provide for repayment of the amount paid or reimbursed by the Church if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking shall be an unlimited general obligation of the person, but it need not be secured and it may be accepted without reference to financial ability to make repayment. Article XV. MISCELLANEOUS A. Notices Any notice required or permitted by the Bylaws to be given to a director, officer, member, or a committee member of the Church may be given in any manner allowed by the Act. If mailed, a notice shall be deemed to be delivered when deposited in the United States mail addressed to the person at his or her address as it appears on the records of the Church, with postage prepaid and in a sealed wrapper. Notice may be transmitted by facsimile or electronic message to the address provided by the person or to which the person consents. If notice is served by facsimile or electronic transmission, the person giving notice shall retain records sufficient to prove actual delivery to the appropriate number or electronic address. A person may designate his or her preferred notice method and shall provide all necessary information regarding the same by giving written notice to the Church. Without a preference designation or when appropriate, the person serving the notice shall give notice in the manner set forth in the Bylaws. 26