CONSTITUTION OF THE CHURCH ON THE AVENUE PREAMBLE

CONSTITUTION OF THE CHURCH ON THE AVENUE PREAMBLE We, the members of the Church on the Avenue, do hereby declare and establish this Constitution to preserve and secure the principles of our faith, and to ensure that this body may be governed in a biblical, orderly manner. This Constitution will preserve the freedom in Christ of each individual member and the freedom of action of this body in its relation to other churches. United by the grace of God through salvation in Jesus Christ as members of this church, we recognize and receive the Bible as the inerrant, infallible Word of God and agree to accept it as the only guide of our faith and practice. We establish this Constitution and Bylaws, while recognizing the Bible as our ultimate guidebook. We declare our faith in the Triune God revealed to us as God the Father Almighty; Jesus Christ, His only begotten Son; and the Holy Spirit, our Divine Comforter and Teacher. We believe that Jesus is the only way to Heaven, that He is the truth and the life. Article 1. NAME This body shall be known as The Church on the Avenue, Inc. (hereinafter TCOTA ). Article 2. PURPOSE The purpose of TCOTA is to worship God as we make disciples, baptize disciples, and teach disciples to follow Jesus Christ as Lord (Matthew 28:18-20). We will accomplish this purpose by giving primary emphasis to the following: grace Hebrews 13:9; discipleship Luke 9:23; evangelism 2 Corinthians 5:20; fellowship Hebrews 10:24-25; ministry Ephesians 4:12; missions Acts 1:8; prayer Colossians 4:2; and worship - Romans 12:1-2. Article 3. STATEMENT OF FAITH We declare the Bible as the inerrant, infallible Word of God. It is the only basis for our beliefs. TCOTA subscribes to the doctrinal statement of The Baptist Faith and Message as adopted by the Southern Baptist Convention in 2000. We voluntarily unite ourselves together as a body of baptized believers in Jesus Christ, personally committed to sharing the good news of salvation by grace with lost mankind. The ordinances of TCOTA are Baptism and the Lord s Supper. Article 4. CHURCH COVENANT Having been led, as we believe, by the Spirit of God, to receive the Lord Jesus Christ as our Savior, and on the profession of our faith, having been baptized in the name of the Father, and of the Son, and of the Holy Spirit, we do now, in the presence of God, and this assembly, most earnestly and joyfully enter into covenant with one another, as one body in Christ. As new creations in Christ and modeled to be like God in true righteousness and holiness, we covenant to daily put off our old self and put on our new self through the reading of the Scripture and fervent prayer. In this we are devoted to deepening our relationship with God to enable us to fulfill our commitment to lead our families based on scriptural principles. Through the power of the Holy Spirit and in obedience, we further commit to give to the ministry of

TCOTA through tithes, offerings and willing service and do so with a generous spirit and a thankful, cheerful heart. With Christ as our Head, we covenant as one unified body to join each other in spiritual fellowship, encouraging and edifying our brothers and sisters. We pledge to be continually reconciled one to another, forgiving each other in sincere and genuine love, as Christ forgave us. Bound together, we commit to use our God-given, spiritual gifts to build up the Body of Christ by bearing each other s burdens and supporting each other in continual prayer. As a family of believers, we commit to obey the Great Commission by reaching out to the communities of Central Virginia, our state, the nation and across the globe as ambassadors of Christ; ministering and bringing the message of reconciliation and the good news of the Gospel to all we encounter. We will look for opportunities to share with the purpose of making new disciples to whom we can minister and grow in Christ. Now to Him who is able to do exceedingly abundantly above all that we ask or think, according to the power that works in us, to Him be glory in the Church by Christ Jesus to all generations, forever and ever Amen. Ephesians 3:20-21 (NKJV) Article 5. COVENANT OF MEMBERSHIP The members of TCOTA shall be bound in fellowship by embracing the following covenant of membership, whereby each member pledges: (a) (b) (c) (d) (e) (f) (g) (h) To cultivate a regular and daily time of fellowship with God through personal prayer and reading of the Scriptures; To faithfully participate in our corporate time of worshiping God and teaching His Word on the Lord s Day, making His Word the final authority; To pursue the development of the home as an oasis of loving relationships, spiritual education and practical ministry to others; To purpose to walk in Christian love, exercising care and watchfulness over other members of TCOTA, and to promote their spiritual growth and well-being; To esteem love, and pray for the leaders whom God raises up to leadership to TCOTA and to submit to that leadership so long as they follow the clear direction of the Word of God; To be committed in at least one specific dimension of TCOTA s ministry, maximizing the spiritual gifts given by God; To endeavor by life, word and prayer to lead others to personal faith in the Lord Jesus Christ, establishing them in faith, and equipping them for victorious Christian living; and To contribute regularly as God directs to the financial support of the ministries which the Lord has entrusted to TCOTA. Article 6. COOPERATION TCOTA is autonomous and maintains the right to govern its own affairs, independent of any denomination control. Recognizing, however, the benefits of cooperation with other churches in 2

the world missions and ministries, TCOTA voluntarily affiliates with the Southern Baptist Convention (SBC) and the Southern Baptist Conservatives of Virginia (SBCV). Article 7. AMENDMENTS This Constitution may be amended by recommendation of the Lead Pastor and Leadership Team and presented to the membership for vote at a special membership meeting. Amendments to the Constitution must be approved using a written ballot by three quarters (3/4) majority of the eligible voting members present at a special membership meeting. 3

BYLAWS of THE CHURCH ON THE AVENUE Article 1. MEMBERSHIP General The Church on the Avenue, Inc. ( TCOTA ) is an autonomous Southern Baptist Church under the Lordship of Jesus Christ. The membership retains the exclusive right of self-government in all phases of the life of TCOTA. Section 1. Reception of Members The membership of TCOTA is composed of persons who have accepted and confessed Jesus Christ as personal Savior and Lord and have been baptized by immersion in accordance with the example and command of our Lord. Any person may offer themselves as a candidate for membership in TCOTA. Each candidate must have: (a) A credible personal faith in Jesus Christ as Lord and Savior; and (b) A belief that TCOTA is the place God has led them to be committed. Any person desiring to become a member of TCOTA shall: (a) At the discretion of the Leadership Team, either (i) attend the Introduction to TCOTA class(es) or (2) review the Introduction to TCOTA documents in lieu of attending class(es). The class(es) are designed to help acquaint the candidate with TCOTA, understand TCOTA s distinctions, and provide a basis of determining the Lord s will concerning membership; (b) Briefly meet with at least one member of the Leadership Team to resolve any questions and affirm the candidate s commitment to the covenant of membership; (c) Indicate commitment to TCOTA by signing the covenant of membership; (d) Be baptized by immersion, if the new member has not been previously baptized after making Jesus Christ his or her personal Lord and Savior. A believer s baptism by immersion is in accordance with the basic beliefs of TCOTA. In certain circumstances this command of Christ may be fulfilled in an alternative manner and would be considered by the Leadership Team; and (e) On the Leadership Team s approval, the candidate will be accepted into full membership. Section 2. Duties Every member is expected to live faithfully as a Christian, to adhere to our Statement of Faith and Covenant of Membership, to participate in the ministry opportunities of TCOTA regularly, and to give regularly of his or her time, money, talents, and spiritual gifts. 4

Section 3. Voting Rights of Members All active members present, without respect to age, who are not under church discipline, shall have an equal opportunity to express opinions on business matters. A member may be considered an inactive member if they have failed to be in contact with TCOTA, support the work of TCOTA, or attend regular services of TCOTA for a period of six months. The Leadership Team will oversee membership status. Every active member, age sixteen (16) or older, shall have the right to vote on the following matters with listed percentages for approval: 1. Dissolving or disposition of all, or substantially all, of TCOTA s assets 2/3 vote 2. Acquisition or sale of real property, and/or building projects and related indebtedness 2/3 vote 3. Amendments to the Bylaws of TCOTA 2/3 vote 4. Calling or removing of the Lead Pastor 3/4 vote 5. Calling of additional pastoral staff (other than the Lead Pastor) 3/4 vote 6. Installation of Leadership Team member 3/4 vote 7. Any other major event or decision as designated by the Leadership Team majority vote unless otherwise provided Absentee voting and voting by proxy is prohibited. Section 4. Termination of Membership Membership in TCOTA may be terminated for any of the following reasons: 1. Death; 2. Transfer to another church; 3. Erasure by request of the member; or 4. Exclusion by disciplinary action of TCOTA; or 5. Inactive membership as outlined in Section 3 above. Section 5. Discipline and Restoration Purpose. TCOTA will seek to assist its members with every reasonable measure if they fall into a pattern of specific sin. The Pastors and Leadership Team are available for consultation and guidance. Redemption rather than punishment is our hope and intent. The Pastors in consultation with the Leadership Team shall be responsible for the maintenance of church discipline with TCOTA and its membership in accordance with biblical principles and practice. Process. It shall be the practice of TCOTA to pursue every reasonable measure for peace and reconciliation. Should one member sin against another member or the body of members, the aggrieved members shall follow in a tender spirit the rules given by our Lord and Savior in Matthew 18:15-17; Corinthians 5:9-13; and 1 Thessalonians 5:12-14. The Pastors, the Leadership Team, and other leaders are available for counsel and guidance to the aggrieved members. Differences that cannot be resolved and unrepentant sins will be initially handled by the Pastors or their designees. TCOTA will look to the Pastors and Leadership Team for the effective functioning and discipline of its members according to the TCOTA Discipline and Restoration Policy. 5

Restoration. TCOTA may restore to membership any person previously excluded, upon request of the excluded person and evidence of the excluded person s repentance and reformation, according to the membership procedure. Article 2. CHURCH OFFICERS The officers of TCOTA shall be as follows: Section 1. Lead Pastor The Lead Pastor shall at all times simultaneously occupy the office of the President and shall also moderate membership meetings, unless he designates otherwise. The Lead Pastor and/or the Leadership Team members shall execute any necessary documents and instruments on behalf of TCOTA, except where the signing and execution thereof shall be expressly delegated by the Leadership Team to some other officer or agent of TCOTA. The Lead Pastor as chief ministry officer shall have general supervision, direction, and control of the business and affairs of TCOTA. The Lead Pastor shall have such other powers and duties as the Leadership Team may prescribe from time to time. The Lead Pastor shall absent himself from meeting and voting at Leadership Team meetings wherein his duties, powers and salary are being voted on. If the Lead Pastor shall take any reasonable action that is intended as a corporate act, such action shall be as valid a corporate action as though it had been authorized at a meeting of the Leadership Team. This provision is made to allow the Lead Pastor the freedom to conduct the day-to-day business and affairs of TCOTA without the necessity of calling a Leadership Team meeting for every decision. This provision is not a license for the Lead Pastor to abuse by not seeking or disregarding the collective decisions of the Leadership Team. A. Lead Pastor s Ministry 1. Lead TCOTA to fulfill its biblical purpose and mission. 2. Preach and teach the Bible. 3. Care for TCOTA and the community in Jesus name. 4. The Lead Pastor shall oversee the business of TCOTA on a daily basis, serve as President of The Church on the Avenue, Inc., unless delegated, and delegate leadership to the Associate and Assistant Pastors, ministry and administrative staff, the Leadership Team, the general TCOTA body and its ministries. The Lead Pastor, alongside the Leadership Team shall have general supervision of the entire Church and charge of all services, gatherings and meetings. B. Lead Pastor s Qualifications (See 1 Tim. 3:1-7; Titus 1:5-9; 1 Peter 5:1-3) 1. The Lead Pastor shall generally be qualified, according to the qualification given in Scripture for an elder, overseer, and pastor. 2. The Lead Pastor shall agree that the Bible is God s inerrant, infallible Scriptures, be an ordained minister of good reputation, and agree with TCOTA Statement of Faith. C. Lead Pastor s Appointment 1. In the event of vacancy, a pastor search team, of no more than eight members with no more than half being current members of the Leadership Team, shall be 6

recommended by the Leadership Team and approved at a church membership meeting. 2. Such team shall elect a chairman and secretary from their number, and shall proceed with as little delay as possible to select a minister of the Gospel, whose Christian character and qualifications conform to the TCOTA Bylaws. The recommendation of the team for a specific candidate shall be submitted to the members of TCOTA for discussion and vote. The team shall give at least two weeks notice of the meeting at which it will allow TCOTA to hear the prospective Lead Pastor and then vote. At any meeting held for the election of a Lead Pastor, no name shall be considered, nor shall any nomination be made, except that presented by the search team, and only one name shall be presented at a time. The vote shall be on the adoption of the recommendation of the team. If 75 percent of the active members present and voting (no abstentions shall be counted), vote by written ballot to approve the team s recommendation, the moderator shall declare the nominee elected as Lead Pastor. Should the team s report fail to receive the necessary 75 percent vote, the moderator shall declare the nominee not elected, and shall refer the matter to the team for further choice. The meeting then shall be adjourned without debate. D. Discipline or Termination The Lead Pastor will serve until the relationship is terminated by mutual consent, by the Lead Pastor, or by TCOTA according to the procedure outlined below. A thirty day notice shall be given by the Lead Pastor or TCOTA in terminating their relationship unless otherwise mutually acceptable. On recommendation from the Leadership Team that the services of the Lead Pastor should be terminated, a vote will be taken at a special membership meeting. A 75% majority vote, by written ballot, will be required for acceptance of a motion to terminate the services of the Lead Pastor. The Staff Development Team will distribute, collect and tally the vote. The Lead Pastor may not be removed except by voluntary resignation or for gross error defined as severe deviation from the teachings of the Bible found in TCOTA s Statement of Faith, or for immoral/unlawful acts such as adultery or embezzlement which would tend to spiritually endanger and lead the members of the fellowship away from the Lord, the God of the Bible. Section 2. Additional Pastoral Staff Additional pastoral staff may be employed as needed to support the Lead Pastor and TCOTA s ministries and operations. The Lead Pastor shall lead the search for, and hiring of, any additional pastoral staff members in cooperation with the Staff Development Team (if applicable) and/or with approval by the Leadership Team. The same procedure used for hiring will be used if termination is deemed necessary. Discipline or termination of a pastoral staff member shall be handled according to TCOTA policy and procedures adopted by the Leadership Team. 7

Section 3. Secretary The Lead Pastor will recommend and the Leadership Team will appoint a Secretary. The Secretary shall keep a suitable record of all the actions of TCOTA. He or she is responsible for keeping a register of the names of members, with dates of admission, dismissal, or death, together with a record of baptisms. The Secretary is also responsible for issuing letters of recommendation to other churches. Any person, recommended by the Lead Pastor and approved by the Leadership Team, may serve in this role. Section 4. Treasurer The Leadership Team will appoint a Treasurer. The Treasurer shall oversee the collection and counting of all monies and funds; disburse funds according to TCOTA policy; deposit monies in accounts as approved by the Stewardship Team; and work with the Stewardship Team or its designee to ensure proper accounting and financial procedures. The Treasurer may serve on the Stewardship Team. Section 5. Moderator The Lead Pastor shall act as Moderator, and shall preside at all TCOTA membership meetings. The Lead Pastor or Leadership Team may designate a Vice-Moderator as needed. In the absence of both the Moderator and Vice-Moderator, the Secretary shall call TCOTA to order and an acting-moderator shall be elected for that meeting. Article 3. LEADERSHIP TEAM Section 1. Purpose The Leadership Team represents the TCOTA family and supports the Lead Pastor in his duties to give oversight and spiritual leadership to TCOTA. The Leadership Team will serve as the corporate Board of Directors. The corporate powers of TCOTA shall be exercised by or under the authority of the Leadership Team. The powers, business and property of TCOTA shall be exercised, conducted and overseen by the Leadership Team for the purposes of every effort to direct the legal, business, financial and administrative affairs of TCOTA with consensus agreement. If, in the course of the decision-making processes, the Leadership Team cannot unanimously agree, then the decisions will be made by majority vote of the Leadership Team members present and voting at that meeting. The Lead Pastor, who shall be recognized as the final authority to oversee the spiritual affairs of TCOTA, will be the tie-breaking vote if that case ever arises. Section 2. Structure The Leadership Team is comprised of the Lead Pastor, additional Pastoral Staff members, and at least an equal number of lay members. The authorized number of Leadership Team members shall be such number as may from time to time be authorized by the Lead Pastor, provided that such number shall not be less than three (3) with the majority being unpaid and not related to 8

paid staff. The Lead Pastor will serve as Chairman. In the absence of the Lead Pastor, the Leadership Team may choose another member to serve as Chairman. A Leadership Team Secretary shall be selected annually from the members of the Leadership Team. Section 3. Qualifications The members of the Leadership Team shall generally be qualified, according to the qualification given in Scripture for an elder and overseer. (See 1 Tim. 3:1-7; Titus 1:5-9; 1 Peter 5:1-3) The members of the Leadership Team shall agree that the Bible is God s inerrant, infallible Scriptures, be a member of TCOTA in good standing and reputation, and agree with TCOTA Statement of Faith. Section 4. Selection of Leadership Team Members From time to time a vacancy may occur on the Leadership Team due to death, resignation, removal, disqualification, or any other cause. Additionally, it may be deemed as outlined in Section 2 that additional Members are needed. In either case, members of the Leadership Team are selected and installed by the following process: (1) Through prayer, guidance from the Holy Spirit and the Scriptures listed above, the Lead Pastor nominates the potential Leadership Team member. (2) The Leadership Team meets with the candidate to assess the candidate s call, qualifications and commitment to serve on the Leadership Team. (3) The candidate is accepted by the Leadership Team to begin, if necessary (as deemed by the Leadership Team), an apprenticeship process that will last for approximately six months to one year. It may take more or less time, and the Leadership Team will determine the appropriate amount of time required. During the apprenticeship process the candidate will be trained by one or more members of the Leadership Team. He will be permitted to participate in Leadership Team meetings but will not have voting privileges at the meetings until installed formally through vote by the church membership. (4) The candidate is presented by recommendation of the Leadership Team to the TCOTA membership at a called special membership meeting. Upon acceptance by the church by a 3/4 vote the candidate is installed as a member of the Leadership Team. The Lead Pastor will select the other Pastoral Staff to serve on the Leadership Team. The Lead Pastor may also invite representatives of other ministry teams to serve as advisory members to the Leadership Team. They may be invited to Leadership Team meetings but will not have voting rights in those meetings. Section 5. Resignation and Removal Any Leadership Team member may at any time deliver a written notice of intent to resign to the Lead Pastor, which shall be effective upon presentation to the Leadership Team. Other than the 9

Lead Pastor, any Officer or team member may be removed at any time with or without cause when, in the sole judgment and discretion of the Leadership Team, if it is so recommended by a 3/4 majority of the Leadership Team and then determined by a simple majority vote of the Members at a duly called meeting that such Leadership Team Member should no longer serve on the Leadership Team. Section 6. Transactions with Interested Parties A contract or other transaction between TCOTA and one or more of its Leadership Team Members, or family members thereof (hereinafter Interested Party ), or between TCOTA and any other entity, of which one or more of the members of TCOTA or its Leadership Team are also Interested Parties, or in which entity is an Interested Party has a financial interest shall be voidable at the sole election of TCOTA unless all of the following provisions are satisfied: 1. TCOTA entered into the transaction for its own benefit; 2. The transaction was fair and reasonable as to TCOTA, or was in furtherance of its exempt purposes at the time TCOTA entered into the transaction; 3. Prior to consummating the transaction, or any part, the Leadership Team authorized or approved the transaction, in good faith, by a vote of a majority of the Leadership Team Members then in office, without counting the vote of the interested Leadership Team Member or Leadership Team Members, and with knowledge of the material facts concerning the transaction and the Interested Parties interest in the transaction; and 4. Prior to authorizing or approving the transaction, the Leadership Team, in good faith, determined after reasonable investigation and consideration, that either TCOTA could not have obtained a more advantageous arrangement, with reasonable effort under the circumstances, or the transaction was in furtherance of TCOTA s tax-exempt purposes. Common or interested Leadership Team Members may not be counted in determining the presence of a quorum at a meeting of the Leadership Team (or a team thereof) that authorizes, approves, or ratifies such contract or transaction. Notwithstanding the above, no loan shall be made by TCOTA to any of its Leadership Team Members or Members. Section 7. Conflicts of Interest Policy The Leadership Team shall adopt a Conflicts of Interest Policy that will provide for full disclosure of material conflicting interests by Leadership Team Members, Officers, or employees. This policy shall permit the Leadership Team to determine whether the contemplated transaction may be authorized as just, fair and reasonable to TCOTA. Section 8. No Compensation for Leadership Team Members No salary or compensation shall be paid to any member of the Leadership Team in his capacity as member of the Leadership Team, but nothing herein shall be construed to preclude any Leadership Team member from serving TCOTA in any other capacity and receiving reasonable 10

compensation. Moreover, the Leadership Team member may receive reasonable reimbursement for travel and other approved expenses upon request and written documentation. Section 9. Quorum of Leadership Team Two thirds (2/3) of voting Leadership Team members (which includes the Lead Pastor) present at the beginning of a meeting shall constitute a quorum for purposes of transacting business at a meeting. Every action taken or decision made by a majority of the Leadership Team shall be deemed to be the act of the Leadership Team members. Section 10. Action without Meeting Any action required or permitted to be taken by the Leadership Team members may be taken without a meeting, if all of the Leadership Team members, individually, or collectively, consent in writing to the action. Such action by written consent shall have the same force and effect as the unanimous vote of the Leader Team members. Such written consent or consents shall be filed with the minutes of the proceedings of the Leadership Team members. Section 11. Manner of Acting Except as otherwise provided in these Bylaws, the act of the majority of the Leadership Team members present at a meeting at which a quorum is present shall be the act of the Leadership Team. Section 12. Participation by Virtual Meetings Members of the Leadership Team or of any team thereof may participate in a meeting where all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at such meeting. When such a meeting is conducted by means of a conference telephone, video conferencing via the internet, or similar communication equipment, a written record shall be made of the action taken at such meeting, noting participation of those who were present by means of such communications equipment. Article 4. STANDING MINISTRY TEAMS Section 1. General TCOTA may have standing ministry teams such as: Stewardship, Staff Development, Pastoral Support, Nominating, and others as needed. Other teams may be appointed by the Lead Pastor and/or Leadership Team as needed. The Leadership Team will appoint a team leader for each ministry team. The Lead Pastor or his staff designees will serve in conjunction and consultation with ministry teams as needed. 11

Section 2. Stewardship Team The Stewardship Team provides monthly financial oversight and internal audits, budget development, stewardship training to TCOTA membership, and debt planning. The Stewardship Team, in conjunction with the Lead Pastor and ministry staff, creates and oversees appropriate financial policies and protocols. The team shall consist of at least three at-large members elected by TCOTA, plus the Stewardship Team Leader and/or Director, Treasurer, and other leaders deemed necessary to oversee the stewardship of the Lord s resources. This team serves to advise and assist the Leadership Team in being stewards of TCOTA s resources. The team will make regular reports to the Leadership Team. Section 3. Staff Development Team The Leadership Team may appoint a Staff Development Team to assist TCOTA, the Leadership Team, and the Lead Pastor in matters pertaining to employed personnel, working with related teams as required. A personnel policy shall be developed and maintained to be included in the Operations Manual. Section 4. Pastoral Support The Pastoral Support Team assists the Lead Pastor and Pastoral Staff through prayer, assisting in ministry, and in matter of care and benevolence. The Pastoral Support Team shall consist of men who meet the qualifications set forth in 1 Timothy 3:8-13 and Acts 6:1-7. These men shall be servant-ministers of TCOTA, supporting the Lead Pastor and the Pastoral Staff. As needed, the Pastoral Support Team, with the approval of the Lead Pastor, may recommend additional or new team members to be approved by the Leadership Team. Any new members shall be counseled by the Lead Pastor and Team Leader regarding the qualifications and duties of team members. Team members serve as needed by the Lead Pastor to assist in ministry. Section 5. Nominating Team The Lead Pastor or his designee may appoint a Nominating Team Leader and members for a term of one year to nominate the at-large members of the Leadership Team and to nominate members to fill vacancies on standing teams as needed or requested by the Lead Pastor. The Nominating Team may also be utilized to enlist other ministry leaders as called upon by the Lead Pastor. Article 5. CHURCH STAFF Additional staff may be employed as needed by the Lead Pastor and Leadership Team in accordance with TCOTA personnel procedures. Such persons shall work under the supervision of the Lead Pastor or such person as he may delegate. A personnel policy shall be maintained to provide instructions on developing and maintaining an effective staff team. Job descriptions shall be prepared by the Lead Pastor, or his designee, with the help of the Staff Development Team, when the need for staff members is determined. 12

Article 6. TCOTA MINISTRIES TCOTA shall maintain ministries that accomplish the purpose of TCOTA. All TCOTA ministries shall be under the supervision of the assigned staff member and ministry leader. Ministry leaders shall give updates and reports as needed. The Lead Pastor or these designees may have meetings with ministry leaders and ministry teams as necessary to assist with ministry planning, communication, and the work of various TCOTA ministries to encourage TCOTA growth and development. Article 7. TCOTA FINANCES Section 1. TCOTA Budget The Stewardship Team is responsible for the preparation of the annual budget for approval by the Leadership Team. In an effort to remain transparent before the church, to provide information to the church membership, and to celebrate what Christ is leading the church to do in the upcoming year the following procedure shall be used: 1. The Leadership Team notifies the congregation each year when the construction of the annual church budget for the following year is about to be prepared. The purpose of the notification is to request prayer from the membership and to solicit church members input. Comments, input and inquiries by a church member at large should be presented to the Leadership Team for consideration. 2. Prior to the construction of the annual budget, and after consideration of any comments from above, the Stewardship Team meets with the Leadership Team to fully understand the direction and vision of the church for the upcoming year. 3. The Stewardship Team then prepares the annual budget for the upcoming year and submits it to the Leadership Team for approval. 4. Once approved the Leadership Team presents the approved budget to the congregation in an annual membership meeting. The finances of TCOTA shall be planned, promoted, and effected through the Annual Budget. The TCOTA financial year will begin January 1. The Leadership Team, with the Stewardship Team, shall have the power to fix, and from time to time to change, the fiscal year of TCOTA. Unless otherwise fixed by the Leadership Team, the fiscal year shall be the calendar year. Accurate records shall be kept by all organizations of TCOTA and a report shall be made on the fiscal year basis. All funds handled by any and all organizations shall be ultimately reported to the Leadership Team. 13

Section 2. Accounting Procedures The Stewardship Team shall have the responsibility for a system of accounting that will adequately provide for the handling of all funds. A unified budget plan will be used; that is, all offerings not otherwise designated will go into one fund, and the Leadership Team and/or the TCOTA membership will decide the amounts to be pro-rated to each purpose, organization, current needs and missions. The financial records of TCOTA will be kept in accordance with the general procedures as given in the adopted TCOTA Operation and Policy Manuals. All expenditures will be made by check only upon presentation of vouchers approved and signed by the proper officer. Section 3. Fundraising Special offerings may be sought only upon approval of the Leadership Team after having been presented to the Stewardship Team for their recommendations. There shall not be held on behalf of TCOTA any sale of merchandise or any entertainment except by approval of the Leadership Team. Section 4. Debt The Stewardship Team, consulting with the Lead Pastor and ministry leaders, shall propose any long term indebtedness. The Stewardship Team shall submit the proposal to the Leadership Team for recommendation to the TCOTA membership. The Leadership Team shall submit the proposal to the TCOTA membership for approval at a membership meeting. Section 5. Checks All checks or demands for money and notes of TCOTA shall be signed by such officer or officers or such other persons as the Leadership Team may from time to time designate. Any check over the amount of one thousand dollars ($1,000.00) shall require two authorized signatories from two disinterested Leadership Team members or officers. Known recurring expenses are excluded from requiring two authorized signatories. Section 6. Contracts The Leadership Team may authorize any officer or officers, agent or agents of TCOTA, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of any on behalf of TCOTA, if within the approved budget by TCOTA. Real property transactions must be approved by the membership and signed by the president and secretary unless otherwise authorized by the Leadership Team. Such authority may be general or confined to specific instances. All contracts for major services or expenditures should be reviewed by a competent attorney. 14

Section 7. Endowments The Leadership Team may establish on behalf of TCOTA any endowments for the general purposes or for the special purpose of TCOTA. Section 8. Designated Contributions TCOTA may accept any designated contribution, grant, bequest or device consistent with its general tax exempt purposes, as set forth in the Articles of Incorporation. As so limited, donor designated contributions will be accepted for special funds, purposes or uses as approved by the Leadership Team, and such designations generally will be honored. However, TCOTA shall reserve all rights, title and interest in and to and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any funds (including designated contributions) to assure that such funds will be used to carry out TCOTA s purposes. Section 9. Budget and Audit The Stewardship Team shall prepare and submit to the Leadership Team for approval and then to TCOTA for approval at the annual Member s Meeting an inclusive budget, indicating by items the amount needed and sought for expenses together with an annual strategic plan. The Stewardship Team, through an audit team, shall consider or arrange for an annual review or audit of a type and nature they deem appropriate, except that every five years TCOTA shall conduct either a review or audit by an outside auditor. Article 8. ORDINANCES In accordance with Matthew 3:3-17, Romans 6:2-4, and 1 Corinthians 11:23-27, the ordinances of TCOTA shall be Baptism and the Lord s Supper. Baptism shall be administered as an act of worship at any service by the Lead Pastor or whomever he or TCOTA shall authorize. The Lord s Supper shall be administered as an act of worship as scheduled by the Lead Pastor or Leadership Team. Article 9. WORSHIP MEETINGS TCOTA shall meet for preaching, instruction, evangelism, and for the worship of Almighty God. These meetings shall be open for the entire membership of TCOTA and for all people and shall be conducted under the direction of the Lead Pastor. Special services, which are in accordance with the purposes of TCOTA, may be scheduled. Article 10. MEMBERSHIP MEETINGS Other than these Bylaws, Roberts Rules of Order, Revised is the authority for parliamentary rules of procedure at all membership meetings of TCOTA. 15

Section 1. Regular Membership Meetings An annual membership meeting shall be held at a time and date set by the Leadership Team. Notification must be provided to the TCOTA membership at least two Sundays prior to the meeting, indicating the subject, date, time, and location. TCOTA may refer any matters deemed especially important to a Sunday worship service for decision by a larger number of members than may be in attendance at the regular business meeting, as in the calling of a Pastor, or an unusual capital expenditure. Section 2. Special Membership Meetings The Lead Pastor or Leadership Team may call a special membership meeting. Notification must be provided to the TCOTA membership at least two Sundays prior to the meeting, indicating the subject, date, time, and location. The business transacted at a special meeting shall be limited to the stated purposes of the meeting. Section 3. Quorum Those members present and voting at a meeting duly noticed and called shall constitute a quorum of the membership for the transaction of business. Section 4. Minutes Minutes of the regular and special meetings shall be taken and kept in the records under the custody of the designated secretary. Article 11. TCOTA OPERATIONS MANUAL The development of a TCOTA Policy and Operation Manual shall be overseen by the Leadership Team or their designees. This manual shall include all TCOTA policies, procedures, job descriptions and organization charts depicting lines of responsibility in the administration of TCOTA. The manual shall be kept in the TCOTA office and made available for use by any member of TCOTA. The Secretary shall maintain the manual. The Leadership Team or their designees shall review the manual at least annually, with the authority to recommend changes for the TCOTA membership to consider and vote on. Article 12. SETTLEMENT OF DISPUTES WITHIN OR AGAINST TCOTA In any dispute arising between or among TCOTA members; or any dispute between TCOTA members, TCOTA, and/or Staff; or among all employees shall be resolved according to Biblical principles. Guidelines for this Biblical Dispute Process can be found in the current edition of the TCOTA Operations Manual. 16

Article 13. INDEMNIFICATION Any person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, is or was a Leadership Team Member, officer, employee, or agent of TCOTA, may be indemnified by TCOTA, and TCOTA may advance his related expenses, to the full extent permitted by law. TCOTA may purchase and maintain insurance to indemnify: (a) itself for any obligation which it incurs as a result of the indemnification specified above; and (b) its Leadership Team Members, officers, employees, and agents. Article 14. AMENDMENTS These Bylaws may be altered or repealed by a 2/3 majority vote of those present at a TCOTA membership meeting after such proposed amendments have been submitted in writing. Printed copies of such proposed changes must be made available at TCOTA for all members who wish a copy, and announcements of the proposed changes published at least two Sundays prior to the meeting at which the vote will be taken. Copies of this Constitution and Bylaws, together with amendments, shall be furnished to every member upon request. This Constitution and Bylaws were duly adopted by the Leadership Team, who is the Board of Directors of the Church on the Avenue, Inc. on the day of, 2012. Steven J. Martz, Secretary 17