BYLAWS OF NORTHPOINT VINEYARD CHURCH, SOUTH BEND, INDIANA ARTICLE I: PREAMBLE The purpose of the bylaws shall be to provide an operational and organizational framework for Northpoint Vineyard Church ( the Church ) in dealing with others and governing Church members and to preserve the principles of our faith. ARTICLE II: NAME The name of this Church shall be Northpoint Vineyard Church. It shall be affiliated with the Association of Vineyard Churches. ARTICLE III: PRINCIPAL OFFICE The principal office for the transaction of the business of the Church is fixed and located at 2309 Edison Road, South Bend, Indiana. ARTICLE IV: PURPOSE Northpoint Vineyard Church is a local community committed to making disciples according to the words of Jesus found in Matthew 28:18-20. We gather together to worship God, grow in our knowledge and understanding of Him, give of our resources and gifts, and go out into our community and world to see others know Him. ARTICLE V: STATEMENT OF FAITH Section 1. God the King and the Holy Trinity We believe that God is the Eternal King. He is an infinite, unchangeable Spirit, perfect in holiness, wisdom, goodness, justice, power and love. From all eternity He exists as the One Living and True God in three persons of one substance, the Father, the Son, and the Holy Spirit, equal in power and glory. Section 2. God the King: The Creator and Ruler of All Things We believe that God's kingdom is everlasting. From His throne, through His Son, His eternal Word, God created, upholds and governs all that exists: the heavenly places, the angelic hosts, the universe, the earth, every living thing and mankind. God created all things very good. Page 2
Section 3. Counterfeit Kingdom: Satan and Demonic Hosts We believe that Satan, originally a great, good angel, rebelled against God, taking a host of angels with him. He was cast out of God's presence and, as a usurper of God's rule, established a counter-kingdom of darkness and evil on the earth. Section 4. The Kingdom in the Creation of Man, the Fall and The Doctrine of Original Sin We believe that God created mankind in His own image, male and female, for relationship with Himself and to govern the earth. Under the temptation of Satan, our original parents fell from grace, bringing sin, sickness and God's judgment of death to the earth. Through the fall, Satan and his demonic hosts gained access to God's good creation. Creation now experiences the consequences and effects of Adam's original sin. Human beings are born in sin, subject to God's judgment of death and captive to Satan's kingdom of darkness. Section 5. God's Providence, Kingdom Law and Covenants We believe that God did not abandon His rule over the earth that He continues to uphold by His providence. In order to bring redemption, God established covenants that revealed His grace to sinful people. In the covenant with Abraham, God bound Himself to His people Israel, promising to deliver them from bondage to sin and Satan and to bless all the nations through them. We believe that as King, God later redeemed His people by His mighty acts from bondage in Egypt and established His covenant through Moses, revealing His perfect will and our obligation to fulfill it. The law's purpose is to order our fallen race and to make us conscious of our moral responsibility. By the work of God's Spirit, it convicts us of our sin and God's righteous judgment against us and brings us to Christ alone for salvation. We believe that when Israel rejected God's rule over her as King, God established the monarchy in Israel and made an unconditional covenant with David, promising that his heir would restore God's kingdom reign over His people as Messiah forever. Section 6. Christ the Mediator and Eternal King We believe that in the fullness of time, God honored His covenants with Israel and His prophetic promises of salvation by sending His Son, Jesus, into the world. Conceived by the Holy Spirit and born of the Virgin Mary, as fully God and fully man in one person, He is humanity as God intended us to be. Jesus was anointed as God's Messiah and empowered by the Holy Spirit, inaugurating God's kingdom reign on earth, overpowering the reign of Satan by resisting temptation, preaching the good news of salvation, healing the sick, casting out demons and raising the dead. Gathering His disciples, He reconstituted God's people as His Church to be the instrument of His kingdom. After dying for the sins of the world, Jesus was raised from the dead on the third day, fulfilling the covenant of blessing given to Abraham. In His sinless, perfect life Jesus met the demands of the law and in His atoning death on the cross He took God's judgment for sin which we deserve as law-breakers. By His death on the cross He also disarmed the demonic powers. The covenant with David was fulfilled in Jesus' birth from David's house, His Messianic ministry, His glorious resurrection from the dead, His ascent into heaven and His present rule at the right hand of the Father. As God's Son and David's heir, He is the eternal Page 3
Messiah-King, advancing God's reign throughout every generation and throughout the whole earth today. Section 7. The Ministry of the Holy Spirit We believe that the Holy Spirit was poured out on the Church at Pentecost in power, baptizing believers into the Body of Christ and releasing the gifts of the Spirit to them. The Spirit brings the permanent indwelling presence of God to us for spiritual worship, personal sanctification, building up the Church, gifting us for ministry, and driving back the kingdom of Satan by the evangelization of the world through proclaiming the word of Jesus and doing the works of Jesus. We believe that the Holy Spirit indwells every believer in Jesus Christ and that He is our abiding Helper, Teacher, and Guide. We believe in the filling or the empowering of the Holy Spirit, often a conscious experience, for ministry today. We believe in the present ministry of the Spirit and in the exercise of all of the biblical gifts of the Spirit. We practice the laying on of hands for the empowering of the Spirit, for healing, and for recognition and empowering of those whom God has ordained to lead and serve the Church. Section 8. The Sufficiency of Scripture We believe that the Holy Spirit inspired the human authors of Holy Scripture so that the Bible is without error in the original manuscripts. We receive the sixty-six books of the Old and New Testaments as our final, absolute authority, the only infallible rule of faith and practice. Section 9. The Power of the Gospel Over the Kingdom of Darkness We believe that the whole world is under the domination of Satan and that all people are sinners by nature and choice. All people therefore are under God's just judgment. Through the preaching of the Good News of Jesus and the Kingdom of God and the work of the Holy Spirit, God regenerates, justifies, adopts and sanctifies through Jesus by the Spirit all who repent of their sins and trust in Jesus Christ as Lord and Savior. By this they are released from Satan's domain and enter into God's kingdom reign. Section 10. The Church: Instrument of the Kingdom We believe in the one, holy, universal Church. All who repent of their sins and confess Jesus as Lord and Savior are regenerated by the Holy Spirit and form the living Body of Christ, of which He is the head and of which we are all members. Section 11. Baptism and the Lord's Supper We believe that Jesus Christ committed two ordinances to the Church: water baptism and the Lord's Supper. Both are available to all believers. Section 12. The Kingdom of God and the Final Judgment We believe that God's kingdom has come in the ministry of our Lord Jesus Christ, that it continues to come in the ministry of the Spirit through the Church, and that it will be consummated in the glorious, visible and triumphant appearing of Christ - His return to the earth as King. After Christ returns to reign, He will bring about the final defeat of Satan and all of his Page 4
minions and works, the resurrection of the dead, the final judgment and the eternal blessing of the righteous and eternal conscious punishment of the wicked. Finally, God will be all in all and His kingdom, His rule and reign, will be fulfilled in the new heavens and the new earth, recreated by His mighty power, in which righteousness dwells and in which He will forever be worshipped. ARTICLE VI: MEMBERSHIP Section 1. Membership Eligibility Any individual shall be eligible for membership provided they: (1) Made a profession of faith in Jesus Christ as Lord and Savior; and (2) Agree with the Articles of Faith and Bylaws. Members are encouraged to attend a membership class provided from time to time by the Church. Section 2. Membership Admission Procedure Members who have met the eligibility requirements will meet with a pastor, elder or delegated leader and upon a review of the requirements should be approved as an active member. Section 3. Member Classification (1) Active Members Members who have met the eligibility standards in Section 1 and are approved by the procedure in Section 2 of this Article shall be active members. (2) Board Members The voting members of this Church shall be the persons who from time to time are the members of the Board of this Church. Death, resignation or removal of any Church Board Member as provided in these Bylaws automatically terminates their membership as a voting member of this Church. Appointment of a successor Church Board Member as provided in these Bylaws shall operate to appoint that Church Board Member to voting membership in Church Board meetings. Section 4. Rights of Members (1) Active Members Each active member shall be entitled to attend meetings of the Church and to serve on committees of the Church, but no active member need be given notice of any meeting of this Church. Each active member of the Church, male or female, shall be eligible for participation in positions of leadership of the Church, including service on the Church Board. Each active member shall be entitled to one (1) vote with regard to congregational voting. Page 5
(2) Board Members Each Board Member of this Church shall be entitled to one (1) vote with regard to Church Board meetings. Section 5. Responsibilities of Members The responsibilities of membership include: (1) Regular attendance at meetings and activities of the Church; (2) Regular observance of the Lord s Supper; (3) Financial support of the Church; (4) Contribution of services; and (5) An attitude of cooperation with the pastors and leaders of the Church and avoiding gossip and slander. Members are encouraged to attend a new member s meeting. Members should demonstrate a commitment to a small group within the Church and regular communion with God through prayer and study. Section 6. Member Discipline The goal of Church discipline is repentance of sin, obedience to Christ, and restoration to the Church. Church discipline may be exercised with good cause, in accordance with Biblical teaching, at the prayerful discretion of the elders and pastors, and in accordance with the discipline policy of the Church. The Church Board may censure, reprimand, restrict membership privileges or removal from membership after due examination. Section 7. Resignation from Membership Any member desiring to resign from the Church shall, at any time, give written notice to the Pastor however, all members voluntarily submit to the leadership of the Church. Once discipline procedures have begun against a member the member voluntarily and intentionally waives all rights to resign until a discipline decision is rendered. Section 8. Forfeiture of Membership Members who shall without good cause absent themselves from the services of the Church for a period of six (6) consecutive months or more or who willfully cease to contribute of their means to its support shall forfeit their membership, by action of the Church Board. Page 6
Section 9. Cancellation of Membership Causes for removal include: (1) Continued immorality without repentance after Church discipline; (2) Refusal to abide by or support the Constitution and Bylaws of the Church; (3) Refusal to cooperate with the duly constituted leadership of the Church or disruption of the Church so as to cause fellow believers to stumble in their walk with God or so as to promote schism; or (4) Death. The removal shall include removal from any offices or positions held in the Church. Excepting the reason of death, any member so removed will be given written notice of removal at the address listed in the records of the Church. Section 10. Readmission of Membership Any former member of the Church may be readmitted in the same manner as any other nonmember. In the event of readmission of disciplined members, additional requirements may be added at the discretion of the Church Board. Section 11. Transfer of Membership Membership in the Church is neither transferable nor assignable. ARTICLE VII: OFFICERS Section 1. The Headship of Christ The government of the Church shall be founded upon the Lordship and direction of Jesus Christ. Everyone in authority shall continually seek His mind and will, through His Spirit and the Word of God in all actions and decisions. Section 2. Officers The officers of the Church shall be a Lead Pastor or Co-Pastors, Senior Staff Member, Associate Pastor, Assistant Pastor, Secretary, and Treasurer. The Church Board shall create additional officers as needed. One person may hold more than one of these offices. Section 3. Lead Pastor The Lead Pastor ( Pastor ) shall be the Church s President and Chief Executive Officer and Chairman of its Church Board. Page 7
(1) Duties The Pastor shall have general supervision, direction, and control of the business and affairs of the Church. The Pastor shall oversee the business of the Church on a daily basis and give leadership to the Associate Pastor and Assistant Pastor. The Pastor shall also provide leadership to the Church Board, the general Church body and its ministries. The Pastor shall have general supervision of the entire Church and be in charge of all services, gatherings, and meetings. The Pastor shall appoint all individuals to officer positions in the Church. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled by appointment of the Pastor and ratified by the Church Board. The Pastor shall have such other powers and duties as may be prescribed from time to time by the needs of the organization. (2) Appointment The Church Board should first seek to fill the Pastor vacancy by asking the Associate Pastor and then the Assistant Pastor. If not, the Church Board shall seek and appoint a new Pastor. The resigning or retiring Pastor may nominate a successor and/or participate in the successor appointment. In the interim, the Vice-President shall serve as President. (3) Compensation The Church Board shall specify the Pastor s initial compensation at the time of their calling. The Church shall provide adequate salary, housing allowance, health insurance, expense allowance, pension, conference fund, and continued education, and other special funds as needed for this ministry. The Church shall also defray the costs of sending the Pastor to out-of-town conferences or conventions attended for the Church, as approved by the Church Board. (4) Termination The Pastor shall be terminated upon a three-fourths (3/4) vote of the Church Board, if there are four (4) or more Church Board Members, or two-thirds (2/3) vote of the Church Board, if there are three (3) Church Board Members, plus a three-fourths (3/4) vote of the congregation. Section 4. Co-Pastors (1) President If a Co-Pastorate exists, one of the Co-Pastors shall be designated the Church s President and Chief Executive Officer. The Co-Pastor designated with these duties shall be referred herein as the Pastor. (A) Duties The Pastor shall have general supervision, direction, and control of the business and affairs of the Church. The Pastor shall oversee the business of the Church on a daily basis and give leadership to the Associate Pastor and Assistant Pastors. The Pastor shall also provide leadership to the Church Board, the general Church Page 8
body and its ministries. The Pastor shall have general supervision of the entire Church and charge of all services, gatherings, and meetings. The Pastor shall appoint all individuals to officer positions in the Church. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled by appointment of the Pastor and ratified by the Church Board. The Pastor shall have such other powers and duties as may be prescribed from time to time by the needs of the organization. (B) Succession The Co-Pastor, as President-Elect, shall succeed to the presidency should a vacancy arise. If no President-Elect has been designated, the Church Board should first seek to fill the Pastor vacancy by asking the Associate Pastor and then the Assistant Pastor. If not, the Church Board shall seek and appoint a new Pastor. The resigning or retiring Pastor may nominate a successor and/or participate in the successor appointment. In the interim, the Vice President shall serve as President. (C) Compensation The Church Board shall specify the Pastor s initial compensation at the time of their calling. The Church shall provide adequate salary, housing allowance, health insurance, expense allowance, pension, conference fund, and continued education, and other special funds as needed for this ministry. The Church shall also defray the costs of sending the Pastor to out-of-town conferences or conventions attended for the Church, as approved by the Church Board. (D) Termination The Pastor shall be terminated upon a three-fourths (3/4) vote of the Church Board, if there are four (4) or more Church Board Members, or two-thirds (2/3) vote of the Church Board, if there are three (3) Church Board Members, plus a three-fourths (3/4) vote of the congregation. (2) President-Elect The Co-Pastor not designated President shall be designated the President-Elect and shall serve as the Chairman to the Church Board. The Co-Pastor designated with these duties shall be referred herein as the Co-Pastor. The Co-Pastor, as President-Elect, shall succeed to the presidency should a vacancy arise. (A) Duties The Co-Pastor shall give leadership to the Associate Pastor and Assistant Pastors. The Co-Pastor shall also serve as Chairman to the Church Board, the general Church body and its ministries. The Co-Pastor shall have general supervision of the entire Church and charge of all services, gatherings, and meetings. The Co- Pastor shall have such other powers and duties as may be prescribed from time to time by the needs of the organization. Page 9
(B) Succession The Co-Pastor shall be elected President-Elect by a three-fourths (3/4) vote of the Church Board, if there are four (4) or more Church Board Members, or twothirds (2/3) vote of the Church Board, if there are three (3) Church Board Members. (C) Compensation The Church Board shall specify the Co-Pastor s initial compensation at the time of their calling. The Church shall provide adequate salary, housing allowance, health insurance, expense allowance, pension, conference fund, and continued education, and other special funds as needed for this ministry. The Church shall also defray the costs of sending the Co-Pastor to out-of-town conferences or conventions attended for the Church, as approved by the Church Board. For a part-time Co-Pastor the Church shall provide as seems appropriate to the Church Board. (D) Termination The Co-Pastor shall be terminated upon a three-fourths (3/4) vote of the Church Board, if there are four (4) or more Church Board Members, or two-thirds (2/3) vote of the Church Board, if there are three (3) Church Board Members, plus a three-fourths (3/4) vote of the congregation. Section 5. Senior Staff Member The Senior Staff Member shall be the Vice President. The Pastor shall appoint the Senior Staff Member. In the absence or disability of the President and the President-Elect, the Vice-President shall perform all the duties of the President and in so acting shall have all the powers of the President. The Vice-President shall have such other powers and perform such other duties as may be prescribed from time to time by the Church Board. If more than one Senior Staff Member is appointed, the members shall be designated as First Vice-President, Second Vice-President, etc., Section 6. Associate Pastor and Assistant Pastor In the absence of a Senior Staff Member, the Pastor shall designate the Associate Pastor or Assistant Pastor as the Vice President. If both an Associate Pastor and an Assistant Pastor have been appointed, the Associate Pastor shall be the First Vice-President and the Assistant Pastor shall be the Second Vice-President. (1) Duties The Pastor shall define an Associate Pastor or Assistant Pastor s ministry upon their appointment. They shall serve under the Pastor s direction and with the Pastor in the administration and oversight of the Church and its business. Page 10
(2) Appointment The Pastor shall appoint and the Church Board shall ordain an Associate, or Assistant to share in the ministry. (3) Compensation The Church Board shall specify the Associate Pastor or Assistant Pastor s compensation at the time of their calling. For a full-time Associate or Assistant Pastor the Church shall provide adequate salary, housing allowance, health insurance, expense allowance, pension, conference and continued education funds. For a part-time Assistant Pastor the Church shall provide as seems appropriate to the Church Board. (4) Termination It shall be the prerogative of the Pastor, after counseling with the Church Board, to ask for the resignation of the Associate Pastor or Assistant Pastor, if they are not in harmony with the ministry of the Church as directed by the Pastor. Section 7. Secretary The secretary shall keep a full and complete record of all the proceedings of the Church Board, shall keep the sales tax exemption number of the Church and affix it to such papers as may be required in the regular course of business, shall make services of such notices as may be necessary or proper, shall supervise the keeping of the records of the Church, and shall discharge such other duties of the office as prescribed by the Church Board. In the event a Secretary has not been appointed due to vacancy, the President, Vice President, or Treasurer may act as the secretary as designated by the Church Board. Section 8. Treasurer The treasurer shall receive and safely keep all funds of the Church and deposit them in the bank or banks that may be designated by the Church Board. Those funds shall be paid out only on checks of the Church signed by the President, Vice-President, Secretary, or Treasurer, or by such officers as may be designated by the Church Board. ARTICLE VIII: MEETINGS Section 1. Annual Meeting The annual meeting of the members of this Church shall be held on the first Sunday of February, each year at the principal office of this Church, or at any other time and at any other determined by a resolution of the Church Board. No notice of any such annual meeting need be given if it is held on the date and at the time immediately above stated, at the principal office of the Church; otherwise written notice of the time and place of the annual meeting shall be delivered by mail or other written communication, charges prepaid, to each Church Board Member, addressed to them at this address as it is shown on the records of the Church, or it is not shown on the records or is not readily ascertainable, at the place where the meetings of the members are regularly held. Any notice shall be mailed or by other written communication at least five (5) days before the date of the meeting. Page 11
Section 2. Special Meetings Special meetings of the members of the Church for any purpose or purposes may be called at any time by the Pastor of the Church or by any two (2) Church Board Members. Written notice of the time and place of special meeting of the members shall be given in the same manner as for annual meetings of the members. The transactions of any meetings of the members of this Church, however called and noticed, shall be as valid as though had at a meeting held after regular call and notice if a quorum is present, and if, either before or after the meeting each of the Church Board Members not present signs a written waiver of notice or a consent to holding the meeting, or an approval of the minutes of the meeting. All such waivers, consents, or approvals shall be filed with the Church records or be made a part of the minutes of the meeting. Section 3. Quorum A quorum of any meeting of the members shall be a majority of voting members. ARTICLE IX: CHURCH BOARD Section 1. The Oversight of His Body by the Church Board The Church Board shall serve under the leadership of the Pastor, who is to function as President of the Board. The Church Board shall be the governing body of the Church in respect to matters concerning business being done by the Church (i.e. financial investment, buying or leasing of facility, maintenance, contract negotiation, etc.). The President-Elect shall serve as the Chairman for the Church Board. If no President-Elect has been designated, the Pastor shall serve as Chairman for the Board. Section 2. Duties and Powers The Church Board shall oversee the business of the Church under the leadership of the Pastor. Subject to the limitation of the Articles of Incorporation, other sections of the Bylaws, and of Indiana law, all corporate powers of the Church shall be exercised by or under the authority of the Church Board and the Church Board shall control the business and affairs of the Church. The Church Board shall have the following powers: (1) To select and remove all other officers, agents, and employees of the Church, prescribe such powers and duties for them as may not be inconsistent with law, the Articles of Incorporation or the Bylaws, fix their compensation, and require from them security for faithful service. (2) To conduct, manage, and control the business affairs of the Church, and to make rules and regulations not inconsistent with the law, the Articles of Incorporation, or the Bylaws. (3) To borrow money, and incur indebtedness for the purpose of the Church and for that purpose to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, or other evidence of debt and securities. Page 12
Section 3. Term of Office (1) Appointment and Term of Office of Church Board Members The members of the Church Board, with the exception of the Pastor and Co-Pastor, shall be elected for a period of three (3) years on a rotating basis so that the terms of approximately one-third of the Board Members shall expire each year. Board members may be elected for a one (1) or two (2) year term as needed to fill board vacancies. A board member shall begin office at the first regularly called board meeting following the appointment. Any board member shall be limited to serving two (2) consecutive three (3) year terms, after such time such board member shall be required to abstain from serving on the board for one (1) year. A board member elected to a term less than three (3) years but greater than one (1) year shall be considered serving a full three (3) year term for purposes of term limit provision described herein. In exceptional circumstances, the term limit provision described herein may be waived by a unanimous vote of the Church Board. Section 4. Number of Board Members The Church Board shall consist of no more than nine (9) members and at least three (3) members until the number of Church Board Members is changed by amendment to these Bylaws. (1) Quorum The greater of two (2) members of the Church Board or a majority of the Church Board shall constitute a quorum for the transaction of business. (2) Vacancies Vacancies in the Church Board shall be filled by appointment of the Pastor and ratified by the Church Board then in office even though less than a quorum or by the sole remaining Church Board Member(s). A successor Church Board Member so appointed shall serve for the unexpired term of their predecessor. (3) Removal A Church Board Member other than the Pastor may be removed from office by the vote of a majority of the Church Board Members. The Pastor may only be removed by a three-fourths (3/4) vote of the combined Church Board Members if there are four or more Church Board Members or a two-thirds (2/3) vote of the combined Church Board Members if there are three Church Board Members. Additionally, a three-fourths (3/4) vote of the active members of the congregation is required. (4) Compensation The Church Board Members shall receive no compensation for their services as Church Board Members. Church Board Members may also serve as officers of this Church for which they may be compensated. Church Board Members may not set compensation for themselves should they maintain such an office or for anyone in which a conflict of Page 13
interest may arise. In this case, a majority vote of the remaining Church Board Members shall approve such compensation. Section 5. Meetings (1) Place and Time of Meeting Regular meetings of the Church Board may be held at any place that has been designated by the Board and at any time designated by the Board. (2) Organization Meeting At each annual meeting, the Church Board shall hold a regular meeting for the purpose of organization, appointment of officers and the transaction of other business. (3) Meetings The Pastor, Co-Pastor or any two (2) non-pastoral Church Board Members may call meetings of the Church Board for any purpose at any time. Written notice of the time and place of meetings shall be delivered personally to each Church Board Member or sent to each Church Board Member by mail, or by other form of written communication, charges prepaid, addressed to him at his address as it is shown on the records of this Church, or it is not so shown on the records or is not readily ascertainable, at the place at which the meetings of the Church Board Members are regularly held. The notice shall be mailed at least three (3) days before the time of the meeting. The transactions of any meeting of the Church Board, however called and notified and wherever held, shall be as valid as though had at a meeting held after regular roll call and notice if a quorum is present and if either before or after the meeting each of the Church Board Members not present signs a written waiver of notice or a consent to hold the meeting or an approval of the minutes. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. (4) Telephone Meetings Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Church Board Members participating in the meeting can hear one another, and all such Church Board Members shall be deemed to be present in person at the meeting. (5) Action Without Meeting The Church Board shall not be required to meet, if all members of the Board shall individually or collectively consent in writing to the action requiring the meeting. Such action by written consent shall have the same force and effect as a unanimous vote of the Church Board. Such written consents shall be filed with the minutes of the proceedings of the Board. Page 14
ARTICLE X: PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert s Rules of Order Newly Revised shall govern the Church in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Church may adopt. ARTICLE XI: AMENDMENTS OF BYLAWS Section 1. Amendments to Article V Amendments to the Bylaws Article V, Statement of Faith, may be amended by a three-fourths (3/4) vote by the Church Board. Section 2. Amendments to the Bylaws These Bylaws may be amended and revised by a simple majority vote of the Church Board provided they do not amend Article V, Statement of Faith. ARTICLE XII: INDEMNIFICATION OF CHURCH BOARD MEMBERS AND OFFICERS The Church may, to the maximum extent permitted by the Corporations Code of Indiana, indemnify each of its Church Board Members and officers against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was a Church Board Member or officer of the Church and shall advance to such Church Board Member or officer expenses incurred in defending any such proceeding to the maximum extent permitted by such law. For purposes of this section, a Church Board Member or officer of the Church includes any person who is or was a Church Board Member or officer of the Church, or is or was serving at the request of the Church as a Church Board Member or officer of another corporation, or other enterprise, or was a director or officer of a corporation or of another enterprise at the request of such predecessor corporation. The Church Board may in its discretion provide by resolution for such indemnification of, or advance of expenses to, other agents of the Church, and likewise may refuse to provide for such indemnification or advance of expenses except to the extent such indemnification is mandatory under the Corporations Code of Indiana. Page 15