CASHION FIRST BAPTIST CHURCH AMENDED AND RESTATED BYLAWS
APPROVED BY THE CONGREGATION: December 13, 2015
LAST APPROVED REVISION: July 23, 2017
TABLE OF CONTENTS
Contents ARTICLE ONE DEFINITIONS 2
ARTICLE TWO GENERAL CORPORATE INFORMATION 3
ARTICLE THREE MANAGEMENT AND GUIDING PRINCIPLES 3
ARTICLE FOUR MEMBERSHIP 5
ARTICLE FIVE SENIOR PASTOR AND CHURCH STAFF 7
ARTICLE SIX DEACONS 9
ARTICLE SEVEN OFFICERS 10
ARTICLE EIGHT COMMITTEES AND ORGANIZATIONS 11
ARTICLE NINE SERVICES AND MEETINGS 11
ARTICLE TEN CHURCH PROPERTY 12
ARTICLE ELEVEN FINANCIAL STEWARDSHIP 13
ARTICLE TWELVE INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS 13
ARTICLE THIRTEEN INTERESTED PARTIES 15
ARTICLE FOURTEEN AMENDMENTS 16
Cashion First BAPTIST CHURCH Amended and Restated Bylaws
APPROVED as of December 13, 2015
Last Approved Revision: July 23, 2017
ARTICLE ONE DEFINITIONS
1.1 “ Bylaws ” means these Amended and Restated Bylaws of the Corporation dated October 13, 2015.
1.2 “ Certificate of Incorporation ” means the Certificate of Incorporation of the Corporation, as filed with the Oklahoma Secretary of State on June 8, 1950 and amended June 30, 1967, December 12, 1988, and October 13, 2015.
1.3 “ Church ” means the local body of believers in the Lord Jesus Christ meeting as Cashion First Baptist Church.
1.4 “ Church Policies ” means the policies that govern the operational, ministerial and management activities of the Church.
1.5 “ Church Staff ” means all employees of the Church, including Ministerial Staff and NonMinisterial Staff.
1.6 “ Committees and Organizations ” means committees and organizations that have been established by the Members to perform such duties and exercise such authority as the Members have delegated to them.
1.7 “ Corporation ” means Cashion First Baptist Church, Inc., an Oklahoma nonprofit corporation.
1.8 “ Member ” means an individual who has been formally admitted for membership of the Church pursuant to Article 4 of these Bylaws and who is an active participant in the Church.
1.9 “ Ministerial Staff ” means those members of the Church Staff who have been called by the Church and whose appointments require approval of the Members pursuant to Article 5, including but not limited to the Senior Ministry Staff.
1.10 “Officers ” means the Treasurer, Secretary, Church Clerk and such other individuals as the Members may elect to serve as corporate officers pursuant to Article 7.
1.11 “ Nonministerial Staff ” means those members of the Church Staff whose appointments do not require approval of the Members.
1.12 “ Senior Staff ” means the Senior Pastor, the Chairman of the Deacons, and Church Business Administrator along with other such individuals as the Members may elect to serve on the Senior Staff in accordance with these bylaws and the policy as outlined in Article Five.
1.13 “ Senior Pastor ” means the individual called by God to lead the Church as described in Article 5.
1.14 All powers and articles are organized under Oklahoma Statute §18562 and are deemed necessary and expedient for the management of its affairs in accordance with law.
ARTICLE TWO GENERAL CORPORATE INFORMATION
2.1 Name . The name of this corporation is “Cashion First Baptist Church, Inc.”
2.2 Principal Office . The principal office of the Corporation shall be in Cashion, Oklahoma at such address as is approved by the Members. The Members may establish such other offices as the business of the Corporation requires.
2.3 Registered Office . The Corporation shall have and continuously maintain a registered office in Oklahoma and a registered agent whose office is the same as the registered office.
2.4 Purposes and Objectives . The Corporation is organized and operated exclusively for religious and charitable purposes as outlined in the Holy Bible, the Church’s Constitution and its Policy and Procedure Manual. Subject to the foregoing, the Corporation shall have and may exercise all the powers of nonprofit corporations under Oklahoma and federal law.
2.5 Restrictions . At no time, either on dissolution or any time prior to dissolution, shall any part of the funds or assets of the Corporation inure to the benefit of any private individual, nor be used for the purpose of carrying on propaganda or otherwise attempting to influence legislation, except as may be permitted by law and the Internal Revenue Code of 1986, as amended, (the “Code”) or corresponding provisions of any subsequent federal tax laws (all references herein to the Code shall include reference to any corresponding provisions of any subsequent federal tax laws). The Corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office.
2.6 Charitable Activities . The Corporation shall carry on only those activities permitted to be carried on by a charitable organization as described in Section 501(c)(3) of the Code.
ARTICLE THREE MANAGEMENT AND GUIDING PRINCIPLES
3.1 Management by Members and Delegation of Authority . As set forth in the Certificate of Incorporation, the management of the Corporation is vested in the Members. All references under Oklahoma law to the “governing body” or “members” of a notforprofit Corporation
shall be deemed to refer to the Members. Only active Members shall be entitled to vote. The Members have delegated authority to direct and manage the dayto day business and affairs of the Corporation to the Senior Pastor, Senior Ministry Staff, Church Staff, Officers and Committees and Organizations described in these Bylaws and in the Church Policies. The Senior Pastor, Senior Ministry Staff, Church Staff, Officers and Committees and Organizations shall have the authority and discretion delegated to them by the Members to make all decisions concerning the business of the Corporation within the scope of their duties, subject to obtaining the approval of the Members for any decisions requiring such approval, as set forth in these Bylaws.
3.2 Major Decisions Requiring Member Approval . The approval of twothirds (2/3) of the Members voting at a meeting at which a quorum is present is required for the following actions, as described in further detail in the Articles identified below:
3.2.1 Changing the location of the Church as set forth in Article 2;
3.2.2 Admitting a Member as set forth in Article 4;
3.2.3 Calling and removing the Senior Pastor or any member of the Ministerial Staff as set
forth in Article 5;
3.2.4 Electing, removing and establishing the number of Deacons as set forth in Article 6;
3.2.5 Electing and removing Officers as set forth in Article 7;
3.2.6 Establishing Committees and Organizations as set forth in Article 8;
3.2.7 Major decisions involving Church property as set forth in Article 10;
3.2.8 Approving the Church budget as set forth in Article 11;
3.2.9 Changing the fiscal year as set forth in Article 11;
3.2.10 Incurring any indebtedness or making any expenditure of Church funds more than
$50,000 as set forth in Article 11;
3.2.11 Liquidating, dissolving or reorganizing the Corporation; and
3.2.12 Amending the Certificate of Incorporation or Bylaws as set forth in Article 11.
3.3 Affiliation . The Church is autonomous and is not subject to the control of any other ecclesiastical body, but it recognizes the mutual counsel and cooperation which is common among Southern Baptist Churches. Insofar as it advances the purposes of the Members as led by the Holy Spirit, this Church will cooperate with and support the Central Baptist Association, the Baptist General Convention of Oklahoma and the Southern Baptist Convention.
3.4 Marriage and Family. As such, this Church believes that wedding ceremonies on Church property are spiritual observances of worship of God who created this divine institution. As worship services, weddings on Church property shall be officiated by one or more ordained ministers of the gospel. The Church may decline to make its facilities or ministers available for any wedding if it is determined that one or both parties are not biblically and/or legally qualified to marry. Such determinations may be made by the Senior Pastor or Senior Ministry Staff, subject to the direction of the Members. No minister or other member of the Church Staff shall officiate at any marriage ceremony unless such marriage is consistent with this policy.
3.5 Policies . The Corporation may adopt Church Policies to govern the operational, ministerial and management activities of the Church. If any Church Policy conflicts with these Bylaws or the Certificate of Incorporation, the Bylaws and Certificate of Incorporation shall control.
ARTICLE FOUR MEMBERSHIP
4.1 General . The Church is a sovereign and democratic Baptist Church under the lordship of Jesus Christ. The Members as a group retain unto itself the exclusive right of self government in all phases of the spiritual and temporal life of this Church. The Members reserve the right, exclusive of any other authority, to determine who shall be Members of this Church and the conditions of such membership, subject to the process described in this Article 4.
4.2 Becoming a member: 4.2.1Process . Any person may offer him or herself as a candidate for membership in this Church. No candidate shall be presented for membership to the Members unless the Senior Pastor has first approved such candidate for membership. Absent dissent from any Member, the candidate for membership shall be admitted as a Member upon approval by the Members. Membership may be granted based upon satisfaction of any of the following criteria:
220.127.116.11 By profession of faith and baptism according to the policies of this Church and completion of the New Members Class; or
18.104.22.168 By promise of letter of recommendation from another church recognized and acknowledged as being of like faith and order and optionally complete the New Members Class; or
22.214.171.124 By restoration, when no letter is obtainable, upon a statement of prior conversion
experience and baptism in accordance with the Scriptures and completion of the New Members Class.
4.2.2Dissent . Should there be dissent as to any candidate for membership, such dissent shall be referred to the Senior Ministry Staff for investigation and recommendation to the Members. The candidate shall not become a Member unless the Members approve his or her membership at the next regular business meeting following completion of the investigation.
4.3 Maintaining Membership.
4.3.1Active Status. All Members will be expected to participate in regular gatherings and meeting the purposes and objectives as outlined in the Church Constitution’s Statement of Faith.
4.3.2Inactive Status . Inactive status shall commence following 60 days after notification by the Senior ministry staff. Members who have been in an Inactive Status for five years shall be removed from the church membership rolls.
4.3.3Changing Status. The first business meeting in September, Senior ministry staff will provide a list of members whose status should be changed from Active to Inactive or from Inactive to Active or removing a member from the rolls. All notifications will be in written format by a member of the Senior Ministry Staff to the affected member.
4.4 Disciplinary Action . All Members are subject to the discipline of the Church under the following conditions:
4.4.1Assistance . The Church shall emphasize to the Members that every reasonable measure will be taken to assist a troubled Member. The Senior Pastor, other members of the Church Staff and the Deacons are available for counsel, guidance and mediation. Assistance rather than punishment or judgment will be the guideline, which governs the attitude of one Member toward another. ( Matt. 18:1517, 1 Cor 5, Gal. 6:1 ). Should a serious condition exist which would cause a Member to become a liability to the welfare, name or service of the Church, or to interfere with the pursuit of any of the purposes of the Church, every reasonable measure will be taken by the Senior Pastor or his designee to resolve the problem. Any Member who notices such a condition should report the same to the Senior Pastor. All proceedings shall be pervaded by a spirit of Christian kindness and forbearance.
4.4.2Voluntary Withdrawal and Placement on Inactive Status . Upon a finding by the Senior Pastor that the welfare of the Church and the welfare of the Member will best be served by the withdrawal of the Member, the Senior Pastor will counsel with the Member to seek a
voluntary withdrawal. The Senior Pastor may also consider placing the Member on inactive status if appropriate under the circumstances. A Member placed on inactive status may attend meetings of the Church but will not have the right to vote.
4.4.3Involuntary Removal . If inactive status is not appropriate under the circumstances, and the Member declines to voluntarily withdraw, the Senior Pastor may call a meeting of the Senior Staff. At such meeting, the Senior Staff will review steps taken for discipline and restoration, and if it is found that restoration is proven not possible, the Senior Staff will confirm the decision with the Senior Pastor for removal. The individual’s name shall be stricken from the membership roll, and the individual shall immediately lose all rights of membership in the Church. The change in the individual’s membership status will be noted in the membership report at the next regularly scheduled business meeting. Additional action may be taken, if necessary.
4.4.4Restoration . Any person whose membership has been terminated may be restored to membership upon request by following the procedures set forth in this Article.
4.5 Termination of Membership . Membership will be terminated upon the occurrence of any of the following events: (a) death, (b) transfer to another Baptist church, (c) voluntary withdrawal or (d) removal by action of the Senior Ministry Staff. Recognizing that the reasons for termination may involve sensitive matters, the Church leadership will seek to preserve the confidentiality of such reasons to the extent possible. Nevertheless, all Members agree that if they have individually participated in activity and conduct as to lead to disciplinary action potentially leading to their expulsion from the Church membership, their voluntary withdrawal does not prevent the Church or the Officers from making public to the other Members the reason for the withdrawal if such publication is deemed in the best interest of the Church. If a voluntary withdrawal occurs under circumstances for which the Member might have otherwise been expelled, the Church has no obligation to forward a letter or statement of membership to any other Church and may explain the reason for such refusal to any Church requesting a membership letter or recommendation. All Members waive and release the Church from any liability for any alleged or actual liability for such disclosure of facts.
ARTICLE FIVE SENIOR PASTOR AND CHURCH STAFF
5.1 Senior Pastor . The Senior Pastor of the Church shall be called by God specifically to Cashion First Baptist Church and shall lead the Church under the following guidelines:
5.1.1Role . The Senior Pastor is responsible for leading the Church to function as a healthy
New Testament Church under the leadership of the Holy Spirit. The Senior Pastor will lead the Members, the Church Staff and the Committees and Organizations in the performance of their tasks. The Senior Pastor is the leader of Pastoral ministries of the Church. As such, he is to work with the Church Staff, the Deacons and all other Members to achieve the Church’s mission to proclaim the gospel to believers and unbelievers and to care for the Members and for other persons in the community.
5.1.2Nomination and Election . When a vacancy occurs, a new Senior Pastor shall be chosen and called by the Members. A Senior Pastor search committee shall be appointed by the Members to search for a Senior Pastor. The committee shall bring to the consideration of the Members only one name at a time. Election shall be by secret ballot at a special business meeting called for the sole purpose of voting on the Senior Pastor nominee. The Senior Pastor shall serve until the earlier of his resignation or removal by the Members.
5.1.3Resignation and Removal . The Senior Pastor may resign upon giving reasonable notice to the Members. The Senior Pastor may be removed by a vote of the Members at a special business meeting called for the sole purpose of considering such removal. Notwithstanding the foregoing, the Senior Staff shall be entitled to remove the Senior Pastor immediately without prior approval by the Members in the event of gross misconduct by the Senior Pastor.
5.2 Senior Staff . The Senior Staff shall at a minimum consist of the Senior Pastor, Church Business Administrator, and Chairman of the Deacons. The Members authorize the Senior Staff to manage and direct all affairs of the Church, subject to the decisions requiring approval by the Members as set forth in Article 3 and to take all authorized actions as outline in Article 4.
5.3 Ministerial Staff . The Members shall call Ministerial Staff members for current vacancies as needed by the Church. The Ministerial staff will consist of the Senior Pastor, and other members called by the church to manage the daytoday ministerial affairs of the church subject to the decisions requiring approval by the Members as set forth in Article 3.
5.3.1Nomination and Election . Whenever the Members desire to call a fulltime member of the Ministerial Staff (other than the Senior Pastor), a search committee shall be selected by the Members to seek and to recommend a person for such Ministerial Staff position. If the Ministerial Staff position is new, the search committee shall recommend to the Members the job description for the position. The search committee shall coordinate with the other relevant Committees and Organizations as to appropriate salary levels, which shall be recommended to the Members. The search committee shall function in a manner like the Senior Pastor search committee in making recommendations to the Members. The Members may appoint a
member of the Ministerial Staff at a regular or special business meeting. Each member of the Ministerial Staff shall serve until the earlier of his or her resignation or removal by the Members.
5.3.2Resignation and Removal . A member of the Ministerial Staff may resign upon giving reasonable notice to the Members. If the Senior Staff determines that a member of the Ministerial Staff should be removed, the Senior Staff shall make a recommendation to the Personnel Committee, which shall review the situation and investigate if necessary. The Personnel Committee may recommend to the Members termination of the individual’s employment at a special business meeting called for that purpose. The individual may be removed by an affirmative vote of the Members at such meeting. Notwithstanding the foregoing, the Senior Staff shall be entitled to remove a member of the Ministerial Staff immediately without prior approval by the Personnel Committee or Members in the event of gross misconduct by such member of the Ministerial Staff.
5.4 Business Staff . The nonministerial staff will consist of the Church Administrator, assistants, and other members employed by the church to manage the daytoday business and affairs of the church subject to the decisions requiring approval by the Members as set forth in Article 3.
5.5 Church Business Administrator . The position of the Church Business Administrator (CBA) is to manage the daytoday operations of the church. The CBA shall be a member of the church for at least 1 year.
5.5.1Role . It shall be the role and duty of the CBA to preserve, and payout, upon receipt of vouchers approved and signed by the authorized personnel, all money, or things of value paid or given to the church, keeping always an itemized account of all receipts and disbursements for the preceding month. The CBA shall be a member from the Finance Committee. The CBA shall receive the collection envelopes and all other monetary contributions. They shall keep records for references for a period of five (5) years. They will fill out a monthly balance sheet, which will indicate receipts from envelopes, plate or loose, and miscellaneous or special offerings. There shall be at least 2 people, at least one being a member of the Finance Committee, to receive and count the offering each week. The CBA shall also be responsible for distributing or mailing annual records of contributions to all contributing members by January 31. The church may delegate some of the CBA responsibilities to an administrative assistant.
5.5.2Nomination and Election. When a vacancy occurs, a new Church Business Administrator (CBA) shall be chosen and called by the Members. A CBA search committee shall be appointed by the Members to search for a qualified administrator. The committee shall bring to
the consideration of the Members only one name at a time. Election shall be by secret ballot at a special business meeting called for the sole purpose of voting on the nominee. The CBA shall serve until the earlier of his resignation or removal by the Members.
5.5.3Removal and Resignation . The CBA may resign upon giving reasonable notice to the Members. The CBA may be removed by a vote of the Members at a special business meeting called for the sole purpose of considering such removal. Notwithstanding the foregoing, the Senior Staff shall be entitled to remove the CBA immediately without prior approval by the Members in the event of gross misconduct by the CBA.
5.5.4Approval to hire . Exempt and nonexempt Business Staff may be offered employment by the Church if approved by the Senior Ministry Staff. Although Business Staff positions must be included in the Church budget, which is ultimately approved by the Members, their hiring will not require approval by the Members unless otherwise required by an article in these bylaws.
5.5.5Church Clerk . The Church Clerk shall keep in a suitable book a record of all the actions of the Church, except as otherwise herein provided. The Church Clerk is responsible for keeping a register of names of Members, with dates of admission, dismissal and death, together with a record of Baptisms. The Church Clerk shall issue letters of dismissal voted by the Members, preserve on file all communications and written official reports and give legal notice of all meetings, as indicated in these Bylaws. The Church Clerk may delegate some of the clerical responsibilities to other members of the Church Staff. All Church records are the property of the Church and should be filed in the Church office.
5.5.6Resignation and Removal of the Business Staff . A member of the Business Staff (other than the CBA) shall give two weeks’ notice at the time of resignation. A member of the Business Staff may be removed from his or her position if the Senior Staff has presented the facts to the Personnel Committee and the Personnel Committee has voted to accept the Senior Staff recommendation. Approval of the Members is not required. Notice of such action will be given to the Members during the following regular business meeting.
5.6 General . All individuals referenced in this article must comply with the approved Church Policies.
ARTICLE SIX DEACONS
6.1 Tasks . According to the New Testament, Deacons are to be servants of the Church. The tasks of the Deacons include serving with the Senior Pastor and the Ministerial Staff in performing Pastoral ministry, proclaiming the gospel to believers and unbelievers, caring for Members and other persons in the community and leading the Church to achieve its missions.
6.2 Nomination and Election . The Senior Pastor, Chairman of the Deacons, and/or members of the Ministerial Staff shall request qualified men from the church membership to serve as deacons. The Senior Pastor shall tally the nominations and discuss with the nominee(s) their willingness and availability to serve including any training determined by the Senior Pastor or Chairman of the Deacons. Those willing and able to serve shall be presented to the Members for approval at an election held by secret ballot during a morning Church Service. The Members have no obligation to elect as Deacon a person who has served before or who comes to the Church from another church where he has served as a Deacon.
6.3 Resignation and Removal . A Deacon may resign upon giving reasonable notice to the Members. A Deacon may be removed by the affirmative vote of the Members at a special business meeting called for the sole purpose of considering such removal. If a vacancy occurs, the Members may elect a new Deacon to fill the unexpired term. Notwithstanding the foregoing, the Senior Staff shall be entitled to remove a deacon immediately without prior approval by the Members in the event of gross misconduct by the deacon.
6.4 Chairman of the Deacons . The Chairman of the Deacons shall serve a oneyear term. The Chairman shall serve as moderator and preside at business meetings of the Church.
6.5 ChairmanElect . At the beginning of each deacon year, the Deacons shall elect a Chairmanelect from the Deacons to serve as Chairman for the following year. Should the Chairman be unavailable or unable to preside at a called business meeting, the Chairmanelect shall serve as moderator.
6.6 Deacon as a trustee . At least one Deacon will be a trustee for the church.
6.7 Number . The number of Deacons shall be determined by the deacon body and will make recommendations as to the number of men to the Senior Pastor.
6.8 Status . Becoming an ordained deacon is a lifetime appointment. However, any deacon may request to be considered inactive for a period of time as needed by the member. The deacon may return to active status after an interview by the Senior Pastor and the Chairman of the Deacons.
ARTICLE SEVEN OFFICERS OF THE CORPORATION
7.1 Nomination and Election . The Members shall elect such Officers as may be necessary to enable the Corporation to sign instruments that comply with the Oklahoma General Corporation Act or as may otherwise be determined necessary by the Members. The Officers
shall include, at a minimum, Trustees, Treasurer and Secretary. The Senior Staff shall nominate the Treasurer, Secretary and present such nominations to the Members for a vote. The Officers shall serve on such Committees and Organizations as are set forth in the Church Policies.
7.2 Resignation and Removal . An Officer may resign upon giving reasonable notice to the Members. An Officer may be removed by the affirmative vote of the Members at a special business meeting.
7.3 Requirements for Officers . All officers of the Corporation must be Members in good standing. The Officers must believe in the fundamental truths of the Holy Bible and personally agree to follow the objectives and practices of the Church, its Constitution, the Certificate of Incorporation, and these Bylaws.
7.4 General Duties of Officers . The Officers are authorized to affix their signatures to legal documents involving the sale, mortgage, purchase, or rental of property, debt instruments or other legal documents where the signature of Officers are required, provided that any action requiring Member approval has first been obtained as set forth in Article 3.
7.5 Trustee . Three trustees, elected by the church will hold in trust the church property. They shall have no power to buy, sell, mortgage, lease, or transfer any property without a specific vote of the church authorizing each action. It shall be the function of the trustees to affix their signatures to legal documents involving the sale, mortgaging, or purchase or rental of property or other legal documents where the signatures of trustees are required. The Trustees shall be members of the church for at least one (1) year and will be elected to three (3) year terms and at least one trustee should be an active deacon. The terms shall be staggered such that an annual rotation of one (1) trustee occurs.
7.6 Treasurer . The Treasurer will be the oversight and auditor for expenditures for church. The Treasurer’s role is to ensure all expenditures are valid and needed and will be the head of the finance committee. The Treasurer cannot serve as church secretary or church business administrator.
7.7 Secretary . The Secretary of the Corporation shall be custodian of the corporate seal and affix the corporate seal to documents requiring attestation.
ARTICLE EIGHT COMMITTEES AND ORGANIZATIONS
8.1 General . The Members may establish one or more Committees and Organizations, which shall have and exercise the authority given to them by the Members. The composition,
description, and assignment of committees are set forth in the Church Policies, except for the Finance, Planning, and Personnel committees which are described below. Ad Hoc Committees are formed on an asneeded basis. Any committee member must be a member of the church for at least a year. All Committees and Organizations are subject to these Bylaws and the leadership and guidance of the Senior Staff.
8.2 Finance . The Finance committee will be made up of the Treasurer, the Church Business Administrator, and at least one other member. This committee will develop the annual budget based on requests from various staff and committee members. Any adhoc committee that has a financial concern should include at least one member of the Finance committee.
8.3 Personnel . The Personnel committee will be made up of the Church Business Administrator, one deacon, and at least one other church member. The committee will develop Church policies regarding employment and recommend employment actions. Any adhoc committee that has a personnel concern should include at least one member of the Personnel committee.
8.4 Planning . The Planning committee will be made up of at least one Trustee, the Senior Pastor and at least one other member to create a vision and establish priorities for the Church’s ministries and needs.
8.5 Ad Hoc Committees . The Members grant the Finance, Personnel, and Planning Committees the authority to form Ad Hoc Committees from time to time as is necessary to consider and advise on business and ministry opportunities that are believed to be beneficial to the Members. Any opportunity that is approved by an Ad Hoc Committee will be presented to the authorizing committee for approval.
ARTICLE NINE SERVICES AND MEETINGS
9.1 Regularly Scheduled Worship Services . The Members shall meet regularly each Sunday morning, and at such other times as the Senior Ministry Staff shall determine for preaching, instruction, evangelism, discipleship, ministry, fellowship and worship of Almighty God. These services will be open to Members and nonMembers alike and shall be conducted under the direction of the Senior Ministry Staff.
9.2 Other Services and Activities . Other services and activities which further promote the objectives of the Church may be scheduled through the Church calendar.
9.3 Regular Business Meetings . Regular business meetings shall be held on the months of January, March, May, July, September and November, unless alternate dates are announced,
but shall not conflict with other regularly scheduled services. Notice of the date, time, and location of regular meetings shall be given at least fourteen (14) days before the meeting.
9.4 Special Business Meetings . Upon the initiative of any member of the Senior Ministry Staff, any Trustee, or at least twentyfive (25) Members, a special business meeting may be held to consider special matters of significant nature that are time sensitive and require the decision to be made before a regular business meeting. Notice of the subject, date, time and location of special meetings shall be given at least ten (10) days before the meeting.
9.5 Regular Business Reporting. At regularly scheduled times, the church Secretary will report on the all business that has occurred and been voted on over the previously reported period.
9.6 Quorum and Voting . The presence of at least five (5) Members shall constitute a quorum for the transaction of business of any regular scheduled business meeting of the Members. The act of twothirds (2/3) of the Members present in person at a meeting at which a quorum is present constitutes the act of the Members. Abstention votes are considered to be against the motion or proposal. Members who choose to recuse themselves must state their intentions prior to voting. The recusal will affect the number of members present, therefore any number less than a quorum will result in the motion being tabled and a quorum must be maintained. Members must be present in person to vote and shall not be entitled to vote by proxy. Unless specifically set forth in these Bylaws, the moderator of the meeting shall determine the method by which votes shall be cast at the meeting.
9.7 Rules of Procedure . The guide for parliamentary rules of procedure for all business meetings of the Members shall be Robert’s Rules of Order Revised.
ARTICLE TEN CHURCH PROPERTY
10.1 Real Property . All real property shall be held by the Church Trustees in the name of the Corporation.
10.2 Major Decisions Involving Church Property . No person, committee, or otherwise shall cause the Church to buy, sell, mortgage, pledge, lease, or transfer any Church property (other than in the ordinary course of business), nor commence an expansion project, without a vote of the Members authorizing each action.
10.3 Permitted Uses . Church property and facilities shall be used regularly for furthering the objectives of the Church as described herein. Other uses may be approved by the Senior
Ministry Staff in accordance with these Bylaws. Church property and facilities shall always be used in conformity with the Statement of Faith as recorded in the church constitution and in conformity with Church Bylaws and Policies and Procedures on record.
ARTICLE ELEVEN FINANCIAL STEWARDSHIP
11.1 Obligation of Members . Membership in this Church includes a financial obligation of stewardship to support the Church and its causes with regular, proportionate giving. Christian stewardship includes tithing of time, money and service.
11.2 Church Business Administrator . The Church Business Administrator, supported by the Church Treasurer, has the responsibility for the financial operations of the Church. The Church Business Administrator will account for all cash, assets, insurance policies and obligations of the Church in accordance with the Church Policies that cover financial matters. The Church Business Administrator will prepare reports for every regular business meeting and for Church committee meetings as requested.
11.3 Finance Committee and Treasurer . The Finance Committee shall have regularly scheduled meetings to review and advise on the financial operations and activities of the Church.
11.4 Financial Records . The Church Business Administrator will keep all records of contributions, receipts and expenditures up to date in a secure, confidential manner. All records will be maintained in accordance with state and federal laws.
11.5 Budget . The Church Business Administrator, in consultation with the applicable Church Staff, Deacons and Committees and Organizations, shall prepare and submit to the Finance Committee for approval on an annual basis a Comprehensive Annual Budget (the “budget”) indicating by lineitem the amount needed and sought for all expenditures. After the Finance Committee has approved the budget, the Finance Committee shall submit the budget to the Members for final approval by January 31 of the new budget year. Until the new annual budget is approved, the Finance Committee will guide the financial affairs of the church as set forth in the Bylaws.
11.6 Fiscal Year . The fiscal year of the Church shall begin on January 1 and end on the December 31, unless an alternate fiscal year has been approved by the Members.
11.7 Approvals . Except in the case of an emergent situation that could jeopardize church property, no person, committee, or otherwise shall have the authority to incur debt on behalf of the Church or authorize any expenditure of Church funds more than $50,000, unless the
project was included in the budget that was previously approved by the Members or was approved by the Members at a properly called business meeting.
ARTICLE TWELVE INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS
12.1 Indemnification. Corporation shall, to the extent authorized by the Constitution and Laws of the State of Oklahoma, indemnify and hold its officers, agents and employees harmless from any liability, loss or damage they may suffer as a result of investigations, claims, legal actions, demands, costs or judgments against them arising out of the activities to be carried out pursuant to the obligations and goals of the Corporation’s Bylaws and/or Policies. Indemnification shall include payment of attorney’s fees and expenses.
ARTICLE THIRTEEN INTERESTED PARTIES
13.1 Definitions .
13.1.1 Interested Person . Any person who has a direct or indirect financial interest is an interested person.
13.1.2 Financial Interest . A person has a financial interest if the person has, directly or indirectly, through business, investment or family: (i) a material ownership or investment interest in any entity with which the Corporation has or is considering a transaction or arrangement; or (ii) a material compensation arrangement with the Corporation or with any entity or individual with which the Corporation has or is considering a transaction or arrangement.
13.2 Disclosure . Any Interested Person who serves as an Officer, as a member of the Senior Staff or as a member of any Committee or Organization shall disclose the existence and nature of his or her financial interest in any proposed transaction or arrangement involving the Corporation.
13.3 Procedures for Addressing Conflicts of Interest . The Committee or Organization that is considering a transaction or arrangement involving an Interested Person shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. The Committee or Organization shall determine whether the Corporation may, without undue burden, delay or expense, obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Committee or Organization shall determine, by a majority vote of the nonInterested Persons,
whether the transaction or arrangement is in the best interest of the Corporation and whether the transaction is fair to the Corporation.
13.4 Violations . If a Committee or Organization has reasonable cause to believe that an Interested Person has failed to disclose a conflict of interest as required in this Article, the Committee or Organization shall inform the Interested Person of the basis for such belief and afford the Interested Person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the Interested Person and making such further investigation as may be warranted in the circumstances, the Committee or Organization determines that the Interested Person has in fact failed to disclose a conflict of interest as required in this Article, the Senior Ministry Staff shall take appropriate disciplinary and corrective action.
13.5 Record of Proceedings . The minutes of the Committee or Organization shall contain: (a) the names of the persons who disclosed or otherwise were found to have a financial interest in connection with a conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present and the decision as to whether a conflict of interest in fact existed, and (b) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, and a record of any votes taken.
13.6 Compensation . Any person who receives compensation, directly or indirectly, from the Corporation shall not vote on matters pertaining to his or her compensation.
ARTICLE 14 AMENDMENTS
14.1 Amendments to the Bylaws. Amendments to the Certificate of Incorporation and these Bylaws shall require approval of the Members. Amendments may be proposed and voted on at any business meeting of the Members, provided each proposed amendment shall have been presented in writing at a previous regular or special business meeting. Copies of the proposed amendment shall be furnished or made available at both meetings. Passage of new articles and/or amendments, removal of existing articles and/or amendments, or clarifying statements concerning existing articles and/or amendments require a simple majority (50% plus 1) of the eligible voting members during any business meetings.