Name I 3 Purpose II 3 Statement of Faith III 3 Affiliation IV 4 Membership V 4 Government VI 5 Property VII 5 Amendments VIII 5 Bylaws IX 5

Constitution and ByLaws of Grace Evangelical Free Church Fridley, MN Final Approval 1/29/12 CONTENTS Constitution Article Page Name I 3 Purpose II 3 Statement of Faith III 3 Affiliation IV 4 Membership V 4 Government VI 5 Property VII 5 Amendments VIII 5 Bylaws IX 5 Bylaws Article I - Membership Section Page Admission A 6 Covenant of Conduct B 6 Discipline C 6 Categories of Membership D 7 Dual Memberships E 7 Withdrawal F 7 Article II - Elder Board Qualification A 7 Election B 7 Terms C 8 Vacancies D 8 Composition E 8 Responsibilities F 8 Spending G 8 Termination H 9 Article III - Senior Pastor Selection A 9 Qualifications B 9 Responsibilities C 9 Termination D 10

Article IV - Special Committees Section Page Nominating Committee A 10 Senior Pastor Search Committee B 10 Auditing Committee C 10 Article V - Meetings Annual Meetings A 11 Business Meetings B 11 Notice of Business Meetings C 11 Elder Board Meetings D 11 Rules of Order E 11 Voting F 11 Quorums G 11 Article VI - Delegates 12 Article VII - Records 12 Article VIII - Amendments 12 Page 2 of 12

CONSTITUTION OF GRACE EVANGELICAL FREE CHURCH OF FRIDLEY PREAMBLE We, the members of Grace Evangelical Free Church, in order to carry out more efficiently the Great Commission to make disciples given by Jesus Christ to His Church, do ordain and establish the following Constitution to which we voluntarily submit ourselves. ARTICLE I - NAME, LOCATION AND INCORPORATION The name of this church shall be: Grace Evangelical Free Church of Fridley, hereafter referred to as the Church. The Church gathers at 755 73rd Avenue Northeast, Fridley, Minnesota 55432. The Church is incorporated with the State of Minnesota as a 317A non-profit organization. ARTICLE II - PURPOSE The mission of the Church is to make disciples by reaching and teaching all people with the lifechanging message of Jesus Christ. ARTICLE III - STATEMENT OF FAITH The Church believes and acknowledges the Word of God, both the Old and the New Testaments, to be the only infallible rule and guide for the Christian s faith, doctrine and life. The Statement of Faith of the Church shall be the same as that of the Evangelical Free Church of America, which is as follows: 1. God We believe in one God, Creator of all things, holy, infinitely perfect, and eternally existing in a loving unity of three equally divine Persons: the Father, the Son and the Holy Spirit. Having limitless knowledge and sovereign power, God has graciously purposed from eternity to redeem a people for Himself and to make all things new for His own glory. 2. The Bible We believe that God has spoken in the Scriptures, both Old and New Testaments, through the words of human authors. As the verbally inspired Word of God, the Bible is without error in the original writings, the complete revelation of His will for salvation, and the ultimate authority by which every realm of human knowledge and endeavor should be judged. Therefore, it is to be believed in all that it teaches, obeyed in all that is requires, and trusted in all that it promises. 3. The Human Condition We believe that God created Adam and Eve in His image, but they sinned when tempted by Satan. In union with Adam, human beings are sinners by nature and by choice, alienated from God, and under His wrath. Only through God s saving work in Jesus Christ can we be rescued, reconciled and renewed. 4. Jesus Christ We believe that Jesus Christ is God incarnate, fully God and fully man, one Person in two natures. Jesus Israel s promised Messiah was conceived through the Holy Spirit and born of the virgin Mary. He lived a sinless life, was crucified under Pontius Pilate, arose bodily from the dead, ascended into heaven and sits at the right hand of God the Father as our High Priest and Advocate. Page 3 of 12

5. The Work of Christ We believe that Jesus Christ, as our representative and substitute, shed His blood on the cross as the perfect, all-sufficient sacrifice for our sins. His atoning death and victorious resurrection constitute the only ground for salvation. 6. The Holy Spirit We believe that the Holy Spirit, in all that He does, glorifies the Lord Jesus Christ. He convicts the world of its guilt. He regenerates sinners, and in Him they are baptized into union with Christ and adopted as heirs in the family of God. He also indwells, illuminates, guides, equips and empowers believers for Christ-like living and service. 7. The Church We believe that the true church comprises all who have been justified by God s grace through faith alone in Christ alone. They are united by the Holy Spirit in the body of Christ, of which He is the Head. The true church is manifest in local churches, whose membership should be composed only of believers. The Lord Jesus mandated two ordinances, baptism and the Lord s Supper, which visibly and tangibly express the gospel. Though they are not the means of salvation, when celebrated by the church in genuine faith, these ordinances confirm and nourish the believer. 8. Christian Living We believe that God s justifying grace must not be separated from His sanctifying power and purpose. God commands us to love Him supremely and others sacrificially, and to live out our faith with care for one another, compassion toward the poor and justice for the oppressed. With God s Word, the Spirit s power, and fervent prayer in Christ s name, we are to combat the spiritual forces of evil. In obedience to Christ s commission, we are to make disciples among all people, always bearing witness to the gospel in word and deed. 9. Christ s Return We believe in the personal, bodily, and premillennial return of our Lord Jesus Christ. The coming of Christ, at a time known only to God, demands constant expectancy and, as our blessed hope, motivates the believer to godly living, sacrificial service, and energetic mission. 10. Response and Eternal Destiny We believe that God commands everyone everywhere to believe the gospel by turning to Him in repentance and receiving the Lord Jesus Christ. We believe that God will raise the dead bodily and judge the world, assigning the unbeliever to condemnation and eternal conscious punishment and the believer to eternal blessedness and joy with the Lord in the new heaven and the new earth, to the praise of His glorious grace. Amen. ARTICLE IV - AFFILIATION The Church shall be free and self-ruling, having absolute autonomy under God. It shall affiliate with an interdependent association of churches in the Evangelical Free Church of America and with the North Central District Association of the Evangelical Free Church of America by sending delegates to conferences, by supporting domestic and international missions, and by uniting in mutual efforts for the furtherance of the Gospel. ARTICLE V - MEMBERSHIP Persons who confess faith in Jesus Christ as Lord, who have assurance of salvation, whose conduct is in accord with their confession, and who subscribe to the above Statement of Faith, are eligible for membership in this Church. The qualifications and procedure for membership shall be outlined in the church bylaws. Page 4 of 12

ARTICLE VI GOVERNMENT Section A - Authority The government is vested in the membership and is administered by the Elder Board. In function, final authority rests in the collective discernment of the will of Jesus, the Head of the Church, and in the Scriptures as the basis for all faith and practice. Therefore, the membership shall approve and/or affirm biblically qualified Elders and a Senior Pastor to carry out Christ s purposes. Section B - Church Officers The Officers of the Church shall be the Chair, Vice-Chair, and Secretary of the Elder Board, Senior Pastor, and Church Treasurer. These persons are the only ones authorized to sign legal documents in the name of the Church. Section C - Elder Board The Elder Board shall oversee the affairs of the Church and shall perform the duties of Directors as required by state law. ARTICLE VII - PROPERTY Section A - Ownership The Church shall have the power to receive (either by gift or by purchase) and to hold such real, personal, or mixed property as is authorized by the laws of the State of Minnesota and is deemed necessary for the business of the Church, and shall have the power to dispose of such property by mortgage, deed, or otherwise. All such property shall be held in the name of the Church. The Elder Board shall have the power to receive, purchase, acquire, sell, lease, convey, mortgage, deed or otherwise transfer property of the Church, but only after having been authorized by the Church at a properly called business meeting. Exceptions to the need for membership approval may be specified in the church bylaws. All contracts, notes, mortgages, conveyances, assignments, leases, releases and other documents and papers on behalf of the Church shall be executed by the Elder Board. Section B - Division In case of a division of the Church (from which we pray God by His mercy to preserve us) the property of the Church shall be held by those who abide by this Constitution. If there is a controversy as to which group abides by this Constitution, the matter shall be submitted to the North Central District Board of the Evangelical Free Church of America, and the decision of that Board shall be final. Section C - Dissolution If the Church property has not already been previously allocated, then, in the case of dissolution of the Church organization, the property shall be assigned to the North Central District Association of the Evangelical Free Church of America. The Church shall be considered dissolved if so decided by the organization, or when the Church has not held an Annual Meeting for three consecutive years, or when less than six members remain. ARTICLE VIII- AMENDMENTS This Constitution may be changed and altered by the Church when deemed necessary. Such changes must be submitted to the members in writing and adopted as a preliminary step at an Annual Meeting (or a business meeting of the Church at least three months prior to the Annual Meeting). Changes in this Constitution can only be made at Annual Meetings of the Church and must receive a vote of three-fourths of the members present and voting. No changes or amendments can be made to the proposed constitutional change at the Annual Meeting. ARTICLE IX - BYLAWS A supplement to this Constitution known as Bylaws shall describe how the Church operates. Page 5 of 12

BYLAWS OF GRACE EVANGELICAL FREE CHURCH OF FRIDLEY ARTICLE I - MEMBERSHIP Section A - Admission Admission to membership in the Church shall be restricted to individuals at least 16 years of age and be as follows: 1. Each applicant shall receive instruction on the beliefs and doctrines of the Church and the responsibilities of membership prior to applying for membership. 2. A written application for membership shall be made to the Elder Board. 3. Each applicant will meet with the Elder Board or a committee of Elders and shall make a confession of faith in Jesus Christ as Lord and Savior. The Elder Board shall inform the Church of those applying for membership at least thirty days before the Elder Board votes on membership. 4. If any member of the congregation has a concern about an applicant s acceptance to membership, the reason must be given in writing to the Elder Board. Approval for membership requires a unanimous vote of the Elders present at an official meeting of the Elder Board. 5. Each new member shall be welcomed into the membership of the Church at a subsequent regular worship service. 6. Upon acceptance of a call, the Senior Pastor and his wife shall automatically be members of the Church. 7. The Elder Board will determine which employee positions shall receive automatic membership for the employee and his or her spouse. Section B Covenant of Conduct It is expected that: 1. All members make disciples by reaching and teaching all people with the life-changing message of Jesus Christ. 2. All members worship regularly, practice spiritual disciplines faithfully, connect relationally, and serve intentionally. 3. All members exercise discernment in how they steward their time, treasure, and talents (spiritual gifts). 4. All members commit themselves to support the Church with their tithes and offerings. 5. All members support parents as they teach and instruct their children. 6. All members support one another through prayer, tangible expressions of support, encouragement, and challenge. Section C Discipline If any member of the Church shall conduct himself or herself in a manner which, in the studied opinion of the Elder Board, is contrary to the Word of God and the "Statement of Faith" of the Church and for which he or she does not show evidence of repentance, he or she shall be approached in the manner described in Matthew 18:15-17. The restoration of the erring member shall be the single purpose and love the sole motivating force in these reconciliation efforts. If, however, the member should choose to continue in his or her unrepentant condition, he or she shall be removed from membership. A minimum of a fifteen-day written notice to the affected member is required prior to a vote by the Elder Board to terminate his or her membership. A two-third s vote by the Elder Board is required for termination. Such a person upon sincere repentance may be reinstated by a unanimous vote of the Elder Board. Page 6 of 12

Section D Categories of Membership There shall be two categories of membership: (1) active membership for those who are regularly attending and in good standing with the Church, and (2) inactive membership for those who are absent from all services for one year. At the determination of the Elder Board, a member absent from all services for one year shall be moved to inactive membership (for the purpose of determining quorums). After a minimum of a thirty-day written notice to the inactive member, the Elder Board may remove inactive members from Church membership altogether. Section E Dual Memberships It is the intent of the Church to be the primary source of spiritual growth and place of service for its members and, as such, discourages individuals from maintaining memberships in multiple churches at the same time. The Church does, however, recognize the legitimate need for some members to maintain an additional membership in another church in order to serve Christ in the manner which they have been called. Therefore, during reviews of the Church membership rolls, consideration should be given to allow dual membership for members who only reside part of the year in the local area, missionaries, and any other reasons deemed reasonable by the Elder Board. Section F - Withdrawal Voluntary withdrawal from membership must be by written notification to the Senior Pastor. The Senior Pastor will furnish a letter of recommendation to their new church for members in good standing, if so requested. ARTICLE II ELDER BOARD While the membership retains final authority, it delegates to the Elder Board the authority to make policy decisions not specifically limited in these Bylaws. The Elder Board shall oversee and promote the spiritual welfare and overall ministry of the Church. Any action taken by the Elder Board can be reviewed by the membership at a business meeting and changed by a majority vote. Section A - Qualifications Elder Board members must be Church members in good standing. They shall fully support and abide by the Constitution and Bylaws of the Church. Elders are men who reflect spiritual maturity in their lives, are devoted to prayer and study of the Scriptures, and conduct their lives in accordance with the qualifications found in I Timothy 3:1-7, Titus 1:5-9, and I Peter 5:1-3. At the request of the Nominating Committee, the Elder Board, being guided by the Divorce Policy Exception of the EFCA, will evaluate on a case-by-case basis any potential nominee who has been divorced. Section B - Election The Elders shall be elected by the membership at the Annual Meeting. Elders will be recommended for office after careful examination by the Nominating Committee. The election of Elders shall be held at the Annual Meeting of the Church or at a special meeting called by the Elder Board for that purpose. Any church member may recommend a nominee to the Nominating Committee. Such recommendation shall be made in writing noting the reasons that this individual should be considered as qualified for the office of Elder. Page 7 of 12

Section C - Terms Each Elder shall serve a three-year term, serving no more than two consecutive elected terms. Elder Board terms shall be staggered so that no more than one half of the board positions are up for election in any one year. The term of office for those elected to office shall begin after the election unless otherwise specified by the membership. In order to maintain proper sequencing of terms, with Elder Board approval, an Elder may volunteer to serve a term of less than three years. Section D - Vacancies Whenever a vacancy occurs on the Elder Board between annual elections, the Elder Board may appoint an individual, upon the recommendation of the Nominating Committee, to fill that vacancy until the next annual election. Section E - Composition The Elder Board shall consist of five to nine elected members. In addition to the elected Elders, the Senior Pastor is an ex officio, voting member of the Board. For matters regarding his employment, the Senior Pastor will recuse himself from Board discussions and votes. The Elders will choose each year from among themselves a Chair, Vice-Chair, and Secretary of the Elder Board. As they determine their needs, the Elders will propose any change in size of the Board to the members for approval at the Annual Meeting. Section F Responsibilities The Elder Board reports to the membership. The primary role of the Board is to seek, in consultation with the Senior Pastor and the congregation, the vision that God has for the Church and then to oversee the effective fulfillment of His plan. In addition, the Board will: 1. Provide spiritual leadership and promote the spiritual growth and welfare of the Church and those whom it serves, in partnership with the Senior Pastor. 2. Govern the Church through a concise set of broad, written policies that reflect the core values, purposes, and philosophy of ministry of the Church. The Board's main policy focus will be on the long-term impact of the Church. 3. Appoint a Church Treasurer and Financial Secretary. 4. Approve and present the proposed Budget to the membership at each Annual Meeting. 5. Cultivate a sense of group responsibility. The expertise of individual Board members will be utilized to strengthen the single voice of the Board. 6. Be disciplined in attendance, preparation, orientation of new board members, personal and group development, and candid Board assessment to ensure that it governs with excellence. 7. Oversee the Senior Pastor and provide counsel to him. Section G - Spending 1. In order to expedite minor deviations which become necessary from time to time during the year, the Elder Board shall have authority to enact limited budget variances without prior approval from the membership. Such deviations from the current operating budget in excess of five percent will be reported to the congregation at the next business meeting. The total cumulative deviations cannot exceed ten percent of the operating budget in any fiscal year without membership approval. 2. The Elder Board shall be authorized to receive, sell, and dispose of property (equipment and furnishings) with a value of less than five percent of the current operating budget per item or transaction, without the approval of the membership. Page 8 of 12

Section H - Termination 1. Voluntary An Elder may resign his position at any time with written notice to the Elder Board. 2. Involuntary No accusation shall be considered against an Elder except by complaint of two or more witnesses in writing and presented to the Elder Board (1 Timothy 5:19). Dismissal for any biblical reason will require a two-thirds vote of the Elder Board (excluding the Elder in question) at a meeting called specifically for that purpose. A fifteen-day written notice to the Elder Board is required for this meeting. ARTICLE III SENIOR PASTOR Section A Selection The Senior Pastor shall be chosen and called by the Church whenever a vacancy occurs. His election shall take place at a business meeting called for that purpose. Election shall be by ballot with an affirmative vote of three-fourths of those members present being necessary to extend a call. Section B Qualifications The Senior Pastor shall be a man of established and true Christian character, having made a personal commitment to Jesus Christ as Lord and Savior. He shall be sound in faith and doctrine and qualified to preach and teach the Word of God, as set forth in I Timothy 3:1-7, I Timothy 4:12-15, II Timothy 2:15, and Titus 1:5-9. He shall fully support and abide by the Constitution, Bylaws, doctrines, and philosophy of ministry of the Church. Ordination by the Evangelical Free Church of America of the Senior Pastor is highly valued. Accordingly, if a newly called Senior Pastor is not EFCA-ordained, it is expected that he will begin the process of EFCA ordination within the first year of his ministry with a view to completing it in a timely manner. In the case of a divorced man, however, ordination in the EFCA is required prior to a call to ensure that the EFCA will have conducted a thorough investigation of the facts surrounding the divorce. Section C - Responsibilities The Senior Pastor reports to the Elder Board. His primary role is to seek, in consultation with the Elder Board and the congregation, the vision that God has for the Church, and then to collaborate with the Elder Board in overseeing the effective fulfillment of the vision. In addition, the Senior Pastor will: 1. Provide spiritual leadership and promote the spiritual growth and welfare of the Church and those whom it serves in partnership with the Elder Board. 2. Preach and teach the Word of God. 3. Ensure that regular public worship services are performed. 4. Provide for the management of the Church's paid and unpaid staff members, members, and ministry leaders. 5. Ensure that ministry strategies, goals, objectives, and plans aimed at fulfilling the Church mission are established and evaluated. 6. Provide for the management of the business affairs of the Church within the scope and limits of the annual budget. 7. Carry out the other duties as outlined in his call and job description. Page 9 of 12

Section D - Termination In resigning from his position as Senior Pastor, he shall be required to give two-months notice to the Elder Board. In the event of his dismissal, he shall be entitled to the same courtesy from the Church. If mutually agreed between the Senior Pastor and the Elder Board, the provision of twomonths notice may be reduced or extended. No accusation shall be considered against the Senior Pastor except by complaint of two or more witnesses in writing and presented to the Elder Board (1 Timothy 5:19). Dismissal will require a three-fourths vote by ballot of the entire Elder Board (excluding the Senior Pastor) at a meeting called specifically for that purpose. ARTICLE IV - SPECIAL COMMITTEES Section A - Nominating Committee 1. The Nominating Committee shall consist of the Elder Board Chair, the Senior Pastor, and four members who shall be elected by the Church at the Annual Meeting. The four shall consist of members who are not currently serving on the Elder Board or as employees of the Church. 2. Candidates for the Nominating Committee shall be nominated by the existing Nominating Committee and be presented for a vote of the membership at the Annual Meeting. The names of Nominating Committee candidates will be posted at least fifteen days prior to the Annual Meeting. 3. The primary job of the Nominating Committee is to identify willing and qualified candidates for the Elder Board. The Nominating Committee will ask the potential elder candidates if they would be willing to serve and will post the final ballot at least fifteen days prior to the Annual Meeting. 4. The Nominating Committee shall review potential Elders in light of Article II, Section A and F of the Bylaws. The Nominating Committee shall contact each nominee and present a job description of the position. The name of the nominee will be placed on the ballot only after he has been presented a job description and been examined by the Nominating Committee. The Nominating Committee shall prepare ballots and post a sample ballot at least fifteen days prior to the election. 5. The Nominating Committee shall serve throughout the year and shall provide nominees to the Elder Board for vacancies occurring during the fiscal year. 6. The Elder Board Chair shall serve as the chair of the Nominating Committee. Section B - Senior Pastor Search Committee Upon the departure of the Senior Pastor, the Elders shall nominate a Pastoral Search Committee. The Committee will consist of three Elders (who agree to continue after the end of their term, if needed) and four active members, excluding employees of the Church. One of the Elders, as selected by the Elder Board, shall preside over the meetings of the Committee. The Committee shall select a candidate for Senior Pastor and, after concurrence of the Elder Board, present him to the Church. Section C - The Auditing Committee The Auditing Committee shall consist of at least two members appointed by the Elder Board prior to the end of the fiscal year. The Auditing Committee shall perform a financial audit of the records of the Financial Secretary, Treasurer, and each organization of the Church that maintains separate accounts. The Auditing Committee shall present a report to the Elder Board in a timely manner and include the results in the next Annual Report. Page 10 of 12

ARTICLE V - MEETINGS Section A - Annual Meetings The Annual Meeting of the Church is the only business meeting that is required on a pre-defined schedule. It shall be held within the first sixty days after the end of each fiscal year. At this meeting, annual reports shall be given (ministry and organizational), an annual Church budget adopted, and elections held. Section B - Business Meetings Business meetings of the Church, in addition to the Annual Meeting, may be called at any time by the Senior Pastor, the Elder Board Chair, the Elder Board, or by a written petition of at least ten percent of the Church membership through a letter to the Elder Board. Section C - Notice of Business Meetings All business meetings shall be publicly announced with the date, time, and purpose stated at least fifteen days prior to such meeting. Section D - Elder Board Meetings Elder Board meetings shall be held regularly and at least six times during each fiscal year. Section E - Rules of Order 1. All business meetings within the Church shall be conducted following generally accepted parliamentary procedure, as practical, according to Robert's Rules of Order. 2. The Elder Board Chair, or in his absence the Vice-Chair, shall perform the duties of church moderator, and, as such, shall preside at all business meetings of the Church. Section F - Voting 1. A membership list (both active and inactive) shall be presented at each business meeting. An appropriate method of verifying the members present shall be employed. Reasonable effort shall be made to ensure that only members vote. 2. All questions shall be determined by a majority vote of those members present and voting except when otherwise specified in these Bylaws, the Constitution, or when prior membership decisions indicate otherwise. 3. Unless specified elsewhere in the Bylaws, the Elders will determine among themselves how decisions by the Board are made. Section G - Quorums 1. Twenty percent of the active membership list shall constitute a quorum to vote at all business meetings except in the calling of a Senior Pastor, the Annual Meeting, or on legal matters. 2. Forty percent of the active membership shall constitute a quorum at: the Annual Meeting, to extend a call to a Senior Pastor, to vote on legal matters. Legal matters shall include such items as the purchase or sale of real estate property, mortgaging any property, or a decision to construct or remodel which will require indebtedness. 3. The Elder Board, or members thereof, shall annually review the Church membership list to determine the active membership list. 4. Two-thirds of the Elder Board shall constitute a quorum for all Elder Board meetings. Page 11 of 12

ARTICLE VI DELEGATES The Elder Board shall appoint delegates to represent and vote on behalf of the membership at national and district meetings of the denomination. ARTICLE VII RECORDS The Church shall keep correct and complete copies of its Constitution and Bylaws, annual reports, minutes of business meetings, membership lists, and other appropriate records such as contractual obligations. Financial records may be destroyed after seven years. ARTICLE VIII - AMENDMENTS Any proposed changes to the Bylaws must be brought to the Elder Board at least sixty days prior to a Church business meeting. The Church must be notified in an appropriate manner at least thirty days in advance of the meeting at which these proposed changes are presented. Changes to the Bylaws made at the Annual Meeting of the Church must receive a two-thirds vote of the members present and voting. Changes at any special business meeting of the Church must receive a threefourths vote of the members present and voting. Page 12 of 12