Embed Size (px)
Citation preview
CONSTITUTION AND BYLAWS
MOUNT ARARAT BAPTIST CHURCH 1112 GARRISONVILLE ROAD STAFFORD, VIRGINIA 22556
Version 1.03 Public Review Draft
2
RECORD OF CHANGES
Date Version Description of Change
2015-‐11-‐28 v1.0 Release of public review draft
2015-‐12-‐07 v1.01 Incorporates minor revisions from Board of Directors
2015-‐12-‐08 v1.02 Incorporates minor revisions from Pastor Todd
2016-‐01-‐15 V1.03 Minor (non-‐substantive) revisions from public review
3
CONSTITUTION
PREAMBLE
We declare and establish this Constitution for the glory of God, that we may preserve the principles of our faith and live in a way that honors the Lord.
ARTICLE 1. Name
This body of believers of our Lord and Savior, Jesus Christ, shall be incorporated as a nonprofit Virginia Church corporation known as Mount Ararat Baptist Church, hereinafter referred to as the “church.” Other church locations that are established as extensions of the main campus are fully circumscribed by this Constitution and associated bylaws.
ARTICLE II. Purpose
The purpose of this church is to glorify God by fulfilling His call to make disciples. We will lead people to connect to God, to connect to one another, and to serve the world.
ARTICLE III. Confessions of Faith
Bible The Bible is God’s Word to all people. It is the sole basis of our Confession of Faith. It tells the true story of God, man, sin, redemption, and reconciliation. The Scriptures are comprised of thirty-‐nine books of the Old Testament and twenty-‐seven books of the New Testament. Since the Word is inspired by God, the Bible is the supreme source of truth, without error, and completely relevant for daily living (Deuteronomy 4:1–2; Psalm 119:11, 89, 105; Proverbs 30:5; Isaiah 40:8; John 5:39; 2 Timothy 3:15–17; 2 Peter 1:20–21; Hebrews 1:1–2). Trinity There is one God: infinite, eternal, almighty, and perfect in holiness, truth, and love. In the unity that is God, there are three co-‐existent, co-‐equal, and co-‐eternal persons: God the Father, Jesus the Son, and the Holy Spirit. Each person within this one God (sometimes referred to as members of the Trinity) serves a different role (Deuteronomy 6:4; Isaiah 61:1; Psalm 90:2; Matthew 28:19; 2 Corinthians 13:14; James 2:19). God God the Father is the Creator of heaven and earth. God is great, all-‐powerful, all-‐knowing, ever-‐present, unchanging, completely worthy of our trust, and holy. He is loving, compassionate, and faithful to His people and His promises. God is sovereign, He created all things for the praise of
4
His glory, and intends for man to live in a right relationship with Him (Exodus 3:14; Psalm 11:4–6; John 3:16; 14:1; Acts 17:28; Romans 3:3–4). Jesus Christ Jesus Christ is the Son of God. He was present with the Father at creation and had fellowship with the Father and Spirit before man was created. He was born of a virgin, lived a sinless human life, and in obedience to the Father offered Himself as the perfect sacrifice for the sins of all people through His death on the cross. After three days, Jesus rose from the dead, defeating death so that we could have life. He is God’s plan for bringing those who are enemies of God back into a right relationship with Him. Through His substitutionary death, He revealed divine love and upheld divine justice, removing our guilt and reconciling us to God. He ascended to heaven and will return to earth one day to reign as King (Isaiah 9:6; Matthew 1:18–23; John 1:1–5, 14:10–30; Acts 1:9–11; Romans 1:3–4; Philippians 2:5–11; 1 Peter 2:24). The Holy Spirit The Holy Spirit is present in the world to make people aware of their need for Jesus. He unites believers to Jesus Christ through faith and dwells within them. He provides Christians with the power for righteous living, an understanding of spiritual truth, and the guidance for doing what is right. He convicts people of sin, comforts, gives spiritual gifts, and makes people more like Christ (Genesis 1:2, Psalm 51:2; Acts 1:8; John 16:8–11; Romans 8:9; Galatians 5:25; Ephesians 1:13). Human Beings Men and women are made in the image of God. They are to be like Him in character and person. Human beings are the supreme object of God’s creation. Although each person has the potential for good, all are marred by sin against God. Sin separates humans from God and causes hardship in their lives. As a result of sin, people cannot attain a right relationship with God through their own efforts (Genesis 1:26–27; Psalm 8:3–6; Isaiah 59:1–2; Romans 3:22–23; Romans 8:9; 1 Corinthians 1:21–31; Colossians 1:21–22). The Gospel Jesus Christ is the gospel, the good news revealed by His birth, life, death, resurrection, and ascension. Christ’s crucifixion is the heart of the gospel, His resurrection the power of the gospel, and His ascension the glory of the gospel. Jesus Christ is the mediator between people and God. Christ’s death satisfies the demands of God’s justice and appeases God’s wrath. There is no other name by which man can be saved. This truth reveals God’s mysterious love and His amazing grace (Romans 3:22–23; 2 Corinthians 5:17–21; Ephesians 2:8–10; 1 Peter 1:18–19). Salvation The blood of Jesus Christ that was shed on the cross provides the only way to salvation—through forgiveness of sin. Salvation occurs when people place their faith in the death and resurrection of Christ as sufficient payment for their sin. Salvation is a gift from God and cannot be earned through a person’s efforts (Isaiah 1:18; Matthew 1:21; Luke 1:68–69; John 1:12; 3:16; Acts 2:21; Galatians 2:20; Ephesians 2:8–10; Revelation 3:20).
5
Eternity Humans were created to exist forever, either eternally connected with God through forgiveness and salvation in heaven or eternally separated from God in hell. Heaven and hell are real places (John 3:16; 14:17; Romans 6:23, 8:17–18; Revelation 20:15; 1 Corinthians 2:7–9). The Church By His Word and by His Spirit, God created the Church, the body of all believers, calling sinful people into fellowship. The Church is not a religious institution or denomination. Rather, the Church, the body of Christ, is made up of those who have become followers of Jesus Christ. The Church exists to worship and serve God by doing His will. The Church has been called to preach the gospel and make disciples to transform the world. The Holy Spirit has gifted the Church for equipping people to mature and grow. All members of the body of Christ are to be a vital and committed part of the local church (the church). All members are to be equipped for ministry to one another and to the world (Ephesians 1:22; Matthew 16:18; 28:18–20; 1 Thessalonians 4:13–17; 2 Corinthians 5:18–19; Ephesians 4:4–6). Last Things As revealed in His Word, God will bring this world to an end at His set time. Jesus Christ will fulfill His promise and physically return to the earth in glory. At this time, the dead will be raised, and Jesus will judge all people in righteousness. According to Scripture, each person will receive their reward. The righteous will dwell forever in heaven with the Lord in resurrected and glorified bodies based solely on their faith in the atoning sacrifice of Jesus Christ. The unrighteous will be consigned to hell, the place of everlasting punishment, for rejecting the provision of God for their sins (Revelations 21; 1 Thessalonians 4:13–17; Hebrews 9:27–28; Revelations 21:27).
ARTICLE IV. Church Ordinances
We observe two ordinances: baptism and the Lord’s Supper. It is through the practice of these ordinances that we declare our faith in Jesus Christ and proclaim His death, resurrection, and future return. Baptism. Baptism symbolizes the death, burial, and resurrection of Jesus. It is a public celebration that allows a believer to share his or her heart-‐felt commitment to Jesus with others. The Bible teaches that baptism is the next step of obedience a believer takes after asking God to save them. He or she will then be baptized by immersion in water (Matthew 3:13-‐17; 28:19-‐20; Mark 1:9-‐11; Luke 3:21-‐22; John 3:23; Acts 2:41; 8:35-‐39; 16:30-‐33; Romans 6:3-‐5; Colossians 2:12). Lord’s Supper. The Lord’s Supper symbolizes the death, burial, and resurrection of Jesus through the eating and drinking of the bread and cup and anticipates His second coming (Matthew 26:26-‐30; Mark 14:22-‐26; Luke 22:19-‐20; Acts 2:42; Acts 20:7; 1 Corinthians 10:16,21; 1 Corinthians 11:23-‐29).
6
ARTICLE V. Marriage
Marriage unites one man and one woman in a lifetime commitment to each other (Genesis 2:23–24; Matthew 19:4–6). Marriage provides for intimate companionship, pure sexual expression (Genesis 2:25; Ephesians 5:31–33), procreation, and also reflects the relationship of Christ to the Church (Genesis 1:28; Proverbs 5:15–19; 1 Corinthians 7:1–5). A husband is commanded to love his wife as Christ loved the Church. A wife is commanded to submit to her husband as the Church submits to Christ (Ephesians 5:22–33). God’s Word tells us how to live in regards to relationships with others and in regards to our own bodies. The believer is expected to refrain from unbiblical sexual or marital relationships as expressed in Genesis 1:28; 2:20–25; 19:5, 13; 26:8–9; Leviticus 18:1–30; Proverbs 5:15–19; Matthew 19:4–5; Romans 1:26–29; Ephesians 5:31–33; 1 Corinthians 5:1; 6:9–11; 1 Thessalonians 4:1–8; and Hebrews 13:4. Such sinful patterns, if not repented, will be a barrier to membership and leadership in a body of believers.
ARTICLE VI. Ordination, Licensing, and Commissioning
1. Ordination of Pastors. The Board of Elders has the authority to ordain pastors, and to revoke their own ordination and licensing actions. The Board of Elders will establish and follow rules to carry out this authority. Ordinations transferred from another body of believers are fully subject the authority of the Board of Elders, including revocation.
2. Ordination of Elders. The Board of Elders has the authority to ordain and license Elders, and to revoke their own ordination and licensing actions. The Board of Elders will establish and follow rules to carry out this authority.
3. Commissioning of Deacons, Missionaries, and Others. The Board of Elders has the authority to commission deacons, missionaries, and other officers, and to revoke their own commissioning actions. The Board of Elders will establish and follow rules to carry out this authority.
ARTICLE VII. Church Covenant
Each of us now joyfully and solemnly enter into this covenant with the other members of Mount Ararat Baptist Church. This is because we have responded to the grace of God through the life-‐giving power of the Holy Spirit. We have repented of our personal sin. In faith we have turned to Jesus Christ as our personal Lord and Savior. We have given public testimony of this faith through baptism. We commit to support and follow this Covenant, walk together in love, remember one another in prayer, help one another in times of need, exercise gentleness and humility in our dealings with one another as we speak the truth in love, be faithful in our responsibilities and commitments, be just and honest in our dealings, and to honor ourselves and others for Christ’s sake through sexual purity, personal integrity, and abstinence from things or practices which
7
bring harm to our faith or the faith of another. We cannot do these with our own strength; we must rely on the power of the Holy Spirit. We commit to be faithful to not neglect times of worship, prayer, study, and fellowship with other believers, to the building up of the church through the use of our spiritual gifts, and to cheerful and regular contribution to the ministry and expenses of the church, the relief of the poor, and the spread of the gospel to the world. We commit to practice personal and family worship, to train our children in the discipline and instruction of the Lord, and to seek the salvation of our family, friends, neighbors, co-‐workers, acquaintances, and all peoples of the world. We have read the Constitution and Bylaws and wholeheartedly agree to be bound by them and the policies and procedures therein, including this Covenant, members’ rights and responsibilities, church discipline, and conflict resolution.
ARTICLE VIII. Relationships
The governance of this church is vested in the body of believers of whom it is composed. The church is subject to the control of no other ecclesiastical body but recognizes and sustains partnerships of mutual counsel and cooperation with Southern Baptist and other associations, networks, and churches.
ARTICLE IX. Amendments
Proposed changes to this Constitution will be submitted by members of the church to the Board of Elders for consideration and comment. The Board of Elders will present the proposed changes and their comments to the church at a regular or special meeting. This Constitution may be amended by a three-‐fourths (3/4) vote of the members present and voting, provided that the proposed written amendment and the date and time when the members meeting is scheduled have been sent to the membership at least four weeks before the meeting to vote on the amendment.
8
BYLAWS
The members of Mount Ararat Baptist Church retain exclusive rights of congregational governance in areas related to the spiritual and temporal life of the church as specified in these Bylaws. These include the rights to determine the leadership of the church, membership requirements, and the Constitution and Bylaws.
ARTICLE I. Membership
1. Qualifications for Membership. To become a member of this church, an individual must have: (1) publicly professed his or her faith in Jesus Christ as Savior and Lord; (2) been baptized by immersion; (3) committed to serve as an active disciple of Jesus Christ; (4) completed the new member class; and (5) signed the Covenant Card for membership, affirming the mission of this church and confirming the basic Bible beliefs and values of the church. An individual becomes a membership candidate once these qualifications have been met, and will be presented to the Board of Elders for approval. Once approved, candidates become members.
2. Initial Membership. All current members of the incorporated entity known as Mount Ararat Baptist Church remain members upon adoption of the revised Constitution and Bylaws. Existing members will be bound by the Constitution and Bylaws and the provisions of those documents exactly as will new members, who later join and sign the Covenant Card. No member of this church or any officer, or Board member will, by virtue of such membership, office or position incur or be subject to personal liability to any extent for any indebtedness, obligation, acts, or omissions of this incorporated church.
3. Classes of Membership. The church recognizes two classes of membership:
a. Active members: All persons received into membership by the Board of Elders who regularly attend, participate, and contribute to the church and not declared inactive as provided below will be considered Active members (generally referred to in the Bylaws as “members”). Active members will be eligible to vote on matters brought before the church at a duly called members meeting and to hold lay leadership positions within the church. Any member unable to attend due to work assignment (including military service), medical condition, or educational pursuits will be considered an Active member while the above-‐mentioned exception exists.
b. Inactive members: When a member fails to manifest any interest in the church through lack of attendance, participation or contribution for a period of twelve (12) months, the member may be identified as an Inactive member in accordance with procedures established by the Board of Elders.
4. Termination of Membership. Membership is terminated by transfer of membership to another church, receipt of an individual’s letter or statement indicating the desire to terminate church membership, dismissal as a result of church discipline, dismissal due to inactivity, or death.
9
ARTICLE II. Membership Meetings and Votes
1. Members Meetings. All church business requiring members to vote will be conducted at Members Meetings. The Board of Elders, or their designate, will preside over each Member Meeting. A Members Meeting will be conducted at least annually, to approve the annual budget. Special Members Meetings may be scheduled at any time by the Board of Elders. Members Meetings will be announced at least two weeks in advance, and will include the purpose, date and time for the meeting, the text of any motions recommended for a vote, and the names of candidates for approval. The members present at the start of a duly called members meeting will constitute a quorum for the transaction of business. The Secretary of the Board will record minutes. Members will be advised of the results of all votes taken at Members Meetings and all Board of Elders votes taken under this Article.
2. Matters Requiring Vote. All Active members present, without respect to age, who are not under church discipline, will have an equal opportunity to express opinions on business matters. Every Active member in good standing, age eighteen (18) years or older, present at a duly called meeting (voting by proxy prohibited) will have the right to vote on the following matters (simple majority unless otherwise provided):
a. the annual budget;
b. merger or dissolution of the church (2/3 majority);
c. sale of all or substantially all of the church’s assets (2/3 majority);
d. changes to the Bylaws and Constitution (in accordance with Constitution Article IX and Bylaws Article XII);
e. initiating major real estate and building projects (2/3 majority);
f. acquiring new debt that exceeds 10% of the church’s estimated annual income (2/3 majority);
g. installing and removing Senior Pastor (2/3 majority);
h. installing and ratifying removal of lay Board of Elders members (2/3 majority); and
i. other events or decisions as designated by the Board of Elders (majority unless otherwise indicated.)
3. The Board of Elders will determine whether the vote will be taken by ballot or raised hand.
ARTICLE III. Church Unity
To protect the purity, the witness, and the unity of the church, it will be the practice of this church to pursue every reasonable measure for peace and reconciliation. The primary objective of biblical church discipline is to restore and reconcile individuals overtaken by sin to a vibrant relationship with Jesus Christ and fellow believers. Should one member sin against another member or the body of members (the church), the aggrieved member will follow, in a tender spirit, the rules given by God in Matthew 18:15–17, 1 Corinthians 5:9–13, and 1 Thessalonians
10
5:12–14. The Board of Elders, Pastoral Team, and any others appointed by the Board of Elders will be available to the aggrieved member for counsel and guidance. The purposes of biblical church discipline are:
1. The repentance, reconciliation, and spiritual growth of the individual disciplined (Proverbs 15:5; 29:15; 1 Corinthians 4:14; Ephesians 6:4;1 Timothy 3:4–5; Hebrews 12:1–11; Psalm 119:115; 141:5; Proverbs 17:10; 25:12; 27:5; Ecclesiastes 7:5; Matthew 7:26–27; 18:15–17; Luke 17:3; Acts 2:40; 1 Corinthians 5:5; Galatians 6:1–5; 2 Thessalonians 3:6, 14–15; 1 Timothy 1:20; Titus 1:13–14; James 1:22).
2. The instruction in righteousness and goodness to other Christians as an example to
them (Proverbs 13:20; Romans 15:14; 1 Corinthians 5:11; 15:33; Colossians 3:16; 1 Thessalonians 5:14 (written to the whole church, not just to leaders); 1 Timothy 5:20; Titus 1:11; Hebrews 10:24–25).
3. The purity of the church as a whole (1 Corinthians 5:6–7; 2 Corinthians 13:10; Ephesians
5:27; 2 John 10; Jude 24; Revelation 21:2). 4. The good reputation of our corporate witness to non–Christians (Proverbs 28:7;
Matthew 5:13–16; John 13:35; Acts 5:1–14; Ephesians 5:11; 1 Timothy 3:7; 2 Peter 2:2; 1 John 3:10).
5. The ultimate glory of God by reflecting His holy character (Deuteronomy 5:11; 1 Kings
11:2; 2 Chronicles 19:2; Ezra 6:21; Nehemiah 9:2; Isaiah52:11; Ezekiel 36:20; Matthew 5:16; John 15:8; 18:17, 25; Romans 2:24; 15:5–6; 2 Corinthians 6:14; 7:1; Ephesians 1:4; 5:27; 1 Peter 2:12).
The church will look to the Board of Elders for the effective functioning and discipline of its members. Members agree that they will not voluntarily terminate their membership once discipline procedures have commenced. All church discipline will follow the due process, informed consent and procedures set forth in the Church Discipline and Restoration Policy and Church Covenant. In accordance with the above Policy, members dismissed by the Board of Elders will be restored to active membership privileges by the Board according to the spirit of 2 Corinthians 2:7–8 when their conduct is judged by the Board to be in accordance with the Confessions of Faith and Biblical repentance. The Senior Pastor will communicate such restoration to the Church in a timely manner.
ARTICLE IV. Pastoral Staff
1. Qualification and Number. The church will have a Senior Pastor and one or more pastors, as determined necessary by the Board of Elders. All Pastoral Staff will meet the qualifications for Elder as set forth in I Timothy 3:1–7 and Titus 1:6–9 who have been called to be
11
ordained ministers of the gospel.
2. Ministry and Duties. The Senior Pastor, as spiritual leader of the church, will:
a. Proclaim the gospel through preaching and teaching;
b. Be responsible for the spiritual welfare of the church;
c. Minister to the congregation through visitation, contact, counseling and in times of personal crisis as appropriate;
d. Serve as the administrative head of the church as an ex-‐officio member of the Board of Elders and all committees and ministries, unless he delegates to another pastor, elder, or staff member;
e. Supervise, directly or indirectly all pastors and non-‐pastoral support staff of the church; and
f. Administer the ordinances of baptism and the Lord’s Supper.
3. Call and Term: In the event of a vacancy in the position of Senior Pastor, for whatever reason, the Board of Elders will constitute or appoint individuals to a pastor search committee. The committee will appoint a chairperson and secretary from among their number and proceed with as little delay as possible. Candidates for Senior Pastor will conform to the scriptural qualifications outlined above and the church may inform the committee of any additional specific qualifications it desires as well. The committee will recommend only one candidate at a time to the Board of Elders for nomination to the members. Voting will take place at a duly called meeting for that purpose with at least two weeks’ notice given. Election to call a Senior Pastor will be by an affirmative vote of two-‐thirds (2/3) of the members present. The committee will inform the candidate of the results of the vote as soon as possible. Upon his election, the Senior Pastor will serve indefinitely or until his death, resignation, or removal.
4. Other Pastors. Other pastor(s), working under the general supervision of the Senior Pastor, are responsible in assisting in leading the church. Other pastors will meet the same scriptural requirements of the Senior Pastor. A job description for the specific position will be created by the Senior Pastor and the Board of Elders. Other pastors will be selected upon recommendation of the Senior Pastor and a three-‐fourths (3/4) affirmative vote of the Board of Elders. Other pastors may be disciplined or terminated by recommendation of the Senior Pastor and a three-‐fourths (3/4) affirmative vote of the Board of Elders. All other provisions of this Article will apply to other pastors.
5. Resignation, Discipline, and Termination. A Pastor may at any time deliver to the Senior Pastor or the Chairman a written notice of intent to resign, which will be effective upon acceptance by the Board of Elders unless otherwise agreed. If any two (2) or more members (who are persons unrelated to the pastor) have a grievance against a pastor, those members must present their grievances to the Board of Elders. If the conduct of the pastor is immoral or egregiously improper, then the Board of Elders, by three-‐fourths vote, may terminate the pastor.
12
ARTICLE V. Board of Elders
1. Board of Elders. The church will be led by the Board of Elders (hereinafter also referred to as the “Board” or “Elders”). The elders are the spiritual leaders of the church and function as the discerners and guardians of the organization. The Board of Elders is responsible for overseeing the legal and financial matters of the church and thus simultaneously serves as the corporate Board of Directors.
2. Qualifications. Elders must be members in good standing who satisfy the qualifications of Elder as set forth in I Timothy 3:1–7 and Titus 1:6–9 and have been ordained by the church. The Elder must demonstrate:
a. Christ-‐like behavior (above reproach, temperate, self-‐control, respectable, and hospitable and not given to drunkenness, violence, quarrelsomeness, or love of money).
b. A Christ-‐filled home (good husband and manager with obedient children).
c. Continued spiritual growth (able to teach, not a recent convert, of good reputation for a considerable time).
3. Composition, Number, Election, and Term. The initial Board of Elders will be composed of the Senior Pastor and at least four (4) lay members from the congregation. The Board will determine the number of Elders, provided that such number (including the Senior Pastor) shall not be less than four (4). At least fifty (50%) percent of the Board will be lay members of the congregation and not related to paid staff.
Any church member who discerns someone who meets the elder qualifications may recommend him to the Board of Elders, who will examine the nominee’s qualifications. Those members approved by a three-‐quarters (3/4) vote of the Board of Elders may be recommended to the church. The Board will present the Elder nominates to the church for approval at the Annual or Special Members Meeting. Upon election, lay Elders will serve for a term of three (3) years. There will be three annual classes of lay Elders so that approximately one-‐third (1/3) are up for election every year to maintain continuity and make for smooth transitions after the establishment of the initial Board. Except for the Senior Pastor, no Elder may serve for more than three (3) years without taking at least one year off before being eligible for reelection. The Board will annually appoint a Chairman from among its lay members to facilitate the Elder meetings.
4. Duties and Responsibilities. The Board of Elders functions primarily as discerners and guardians of the organization (Acts 6:1–4: teaching sound doctrine, leading, protecting, and praying). They are not expected to oversee specific projects or ministry areas, but function as broad overseers for the entire church. They will provide spiritual oversight to the church. They have sole authority over resolving doctrinal disputes or issues arising over the Confessions of Faith and conduct biblical discipline of members. The Board will meet regularly to evaluate the effectiveness and direction of the church in the areas of doctrine, resources, mission, vision, and protection. The Board may recommend activities to the staff, ministry teams, and deacons to ensure that the church follows God’s will as its members
13
work to accomplish church mission. The Board has the final earthly authority – by consent of church members, and as led by Christ who is head of the church – on all matters concerning the operation, direction, mission and vision of the church. As stated above, the Board of Elders will also simultaneously serve as the corporate Board of Directors.
5. Vacancies. A vacancy on the Board of Elders due to death, resignation, removal, disqualification or any other cause will be filled in accordance with these Bylaws for the remainder of the term.
6. Resignation and Removal. Any Board of Elders member may at any time deliver to the Senior Pastor or Chairman a written notice of intent to resign, which will be effective upon acceptance by the Board. Except for the Senior Pastor, whose removal procedure is outlined above, any Elder or Officer may be removed at any time with or without cause when, in the sole judgement and discretion of the Board, it is recommended by the unanimous vote of the other Elders on the Board and a two-‐thirds (2/3) majority vote of the members at a duly called meeting that such individual should no longer serve as an Elder. In the event any Elder is so removed, a new Elder may be nominated and elected in accordance with these Bylaws.
ARTICLE VI. Church Organization
1. Church Ministries. The Senior Pastor will lead and supervise pastors and ministers, assisting them in leading their staff and ministry teams to execute the mission of the church with oversight from the Elders.
a. Pastors and Ministerial Staff. Pastors and ministerial staff lead church members as they seek to fulfill the ministries of the church.
b. Ministry Teams. Ministry Teams, comprised of staff and volunteers, will fulfill the ministries of the church.
c. The Board of Elders will, as needed, determine additional ministries of the church.
2. Committees. Committees perform their assigned roles subject to the leadership of the Board and report to the Board regularly and upon request. If any committee is at an impasse, the Board will seek to assist the committee in achieving a resolution, or as a final and last resort, provide compulsory direction.
a. Personnel Committee. The Personnel Committee will consist of at least four laypersons with no other committee or church staff role, and the Chairman of the Board of Elders, who serves as a voting advisor. The Personnel Committee is responsible for overseeing the church’s human resources and the general well-‐being of its employees as they are managed and supervised by the Pastoral Team. The Personnel Committee, with input from the Pastoral Team and other staff, assesses the need for staffing changes (increases, decreases, adjustments, etc.), and the compensation and benefits for all church staff. The Committee coordinates the personnel portion of the budget with the Finance Committee and forwards their recommendations to the Board for consideration and revision, as necessary.
14
b. Finance Committee. The Finance Committee will consist of at least four laypersons with no other committee or church staff role, and the Treasurer of the Board of Elders, who serves as a voting advisor. The Finance Committee is responsible for the general oversight—as to budget planning and execution, accounting for and stewardship—of the church’s finances as directed by the Board of Elders. The Finance Committee—with input from the Personnel Committee, the Pastoral Team and other staff—drafts the annual unified budget and forwards it to the Board of Elders for consideration and revision as necessary.
c. Other Committees. Other committees may be chartered and established on a permanent or ad hoc basis at the Board of Elder’s direction. These committees will serve for a period of time within boundaries determined by the Board. Ad hoc committees may not exist beyond the duration of one year without reauthorization by the Board.
3. Committee Member Qualifications. The Board will determine the qualification and terms for committee members. Determinations about qualifications will be recorded in the Church Operating Manual.
ARTICLE VII. Board of Directors
1. General Powers. The corporate powers of the Church will be exercised by or under the authority of the Board of Directors (hereinafter the “Board” or the “Directors”). The powers, business and property of the Church will be exercised, conducted and controlled by the Board of Directors for the purposes to direct the affairs of the Church with consensus agreement. If in the course of the decision-‐making process, the Board cannot unanimously agree, then the decision will be made by a three-‐fourths (3/4) majority vote of the Board members present and voting at that meeting. The Treasurer and Secretary will be non-‐voting members of the Board, unless they are active Elders of the Church.
2. Qualification, Number, and Term. The Board of Directors will consist of the Senior Pastor, the Officers, and the Board of Elders elected in accordance with Article V. The authorized number of Directors (including the Senior Pastor, whom is also an officer), will be such number as may be authorized from time to time by the Board, provided that such number will be no less than four (4). Upon election, lay Directors will serve a three-‐year term. There will be three annual classes of lay Elders so that approximately one-‐third (1/3) are up for election every year to maintain continuity and make for smooth transitions within the Board. With the exception of the Senior Pastor, no Director may serve for more than three (3) years without taking at least one year off before being eligible for reelection.
3. Specific Duties and Responsibilities. The Board of Directors will annually appoint a Chairman, Secretary, and Treasurer. Without prejudice to the general powers set forth above, and subject to the same limitations, the Board of Directors will have the following duties and powers:
a. Establishing governing principles, policies and determining practices for the Church,
15
including the creation and maintenance of policies and procedure manuals, which will contain all controlling policies and procedures governing any and all aspects of the Church’s affairs, including, but not limited to, committee task descriptions and policies regarding the handling of funds, use of facilities, and employment policies and practices;
b. Exercising oversight of the Church’s financial, business, and property matters and providing counsel;
c. Hearing and considering all reports and recommendations submitted by pastors, councils, committees and staff;
d. Recommending the borrowing of money and incurring indebtedness on behalf of the Church and the cause to be executed and delivered for the Church’s purposes and in the Church’s name, promissory notes, and other evidences of debt and securities;
e. Conducting such other duties and activities as the Board may determine from time to time that are consistent with the Articles of Incorporation, Constitution, and these Bylaws, including those actions requiring a vote of the Members.
The Board may delegate some of its responsibilities and duties to individual Elders, pastoral staff, support staff, ministries or committees as long as the delegation does not breach its fiduciary duties to the church.
4. Vacancies. A vacancy on the Board because of death, resignation, removal, disqualification or any other cause will be filled using the same procedures for Elders in Article V.
5. Resignation and Removal. Any Board member may at any time deliver to the President or Chairman a written notice of intent to resign which will be effective upon acceptance by the Board. Any Officer or Director may be removed with or without cause when, in the sole judgement and discretion of the Board, it is recommended by the unanimous vote of the Board and a two-‐thirds (2/3) majority vote of the members at a duly called meeting that such individual should no longer serve on the Board. In the event any Director is so removed, a new Director may be nominated and elected in accordance with Article V for the remainder of the term.
6. Transactions with Interested Parties. A contract or other transaction between the church and one or more of its Board members, Officers, pastoral staff, or family members thereof (hereinafter “Interested Party”), or between the church and any other entity, of which one or more of the church or its Board members, Officers, or pastoral staff are also Interested Parties, or in which entity is an Interested Party has a financial interest – will be voidable at the sole election of the church unless all of the following provisions are satisfied:
a. The church entered into the transaction for its own benefit;
b. The transaction was fair and reasonable as to the church, or was in furtherance of its exempt purposes at the time the church entered into the transaction;
c. Prior to consummating the transaction, or any part, the Board authorized or
16
approved the transaction, in good faith, by a vote of a majority of the Directors then in office, without counting the vote of the interested Director(s), and with knowledge of the material facts concerning the transaction and the Interested Parties’ interest in the transaction; and
d. Prior to authorizing or approving the transaction, the Board, in good faith, determined after reasonable investigation and consideration, that either the church could not have obtained a more advantageous arrangement, with reasonable effort under the circumstances, or the transaction was in furtherance of the church’s tax-‐exempt purposes.
Common or interested Board Members will not be counted in determining the presence of a quorum at a meeting of the Board (or a committee thereof) which authorizes, approves, or ratifies such contract or transaction. Notwithstanding the above, no loan will be made by the Church to any of its Board Members, Officers, Deacons or Members. This section above will serve as the Conflicts of Interest Policy that will provide for full disclosure of material conflicting interests by Board Members, Deacons, Officers, or employees. This Policy will permit the Board to determine whether the contemplated transaction may be authorized as just, fair and reasonable to the church.
7. No Compensation for Directors. No salary or compensation shall be paid to any member of the Board in his capacity as a Board member, but nothing herein shall be construed to preclude any Board member from serving the Church in any other capacity and receiving reasonable compensation. Moreover, the Board member may receive reasonable reimbursement for travel and other approved expenses upon request and written documentation.
8. Regular Board Meetings. Regular meetings of the Board will be held at least quarterly and at any place and time that has been designated by the Board.
9. Special Meetings. Special Meetings of the Board may be called by the President, Chairman, or by a majority of the Board members for whatever purpose(s) at any time. The transactions of any meeting of the Board, however called and noticed and wherever held, will be valid as though at a regular meeting.
10. Notice. Notice of the time and place, and in the case of a special meeting, the purposes of every meeting of the Board, will be in writing and will be duly sent, mailed, or otherwise delivered to each Board member not less than five (5) days before the meeting, provided that no notice of a regularly scheduled or adjourned meeting need be given.
11. Manner of Acting. Except as otherwise provided in these Bylaws, a three-‐fourths (3/4) majority vote of the Directors present at a meeting at which a quorum is present will be the act of the Board.
12. Action Without Meeting. Any action required or permitted to be taken by the Board Members may be taken without a meeting, if all of the Board Members, individually, or collectively, consent in writing to the action. Such action by written consent will have the same force and effect as the unanimous vote of the Board Members. Such written consent
17
or consents will be filed with the minutes of the proceedings of the Board Members.
13. Participation by Conference Telephone or Similar Electronic Device. Members of the Board of Directors or of any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at such meeting. When such a meeting is conducted by means of a conference telephone or similar communications equipment, a written record shall be made of the action taken at such meeting, noting participation of those who were present by means of such communications equipment.
14. Minutes. Meeting minutes will be recorded by the Board Secretary for internal records of Board meetings, and will be shared with the congregation as determined by the Board.
ARTICLE VIII. Corporate Officers
1. In General. The officers of the Church will be the President, the Chairman of the Board, the Secretary, the Treasurer, and such other officers as the Board may from time to time determine necessary. A person may hold one of these offices as a second office except for that of President and Secretary.
2. Election and Term. Except for the President, candidates for officer positions will be appointed by the Board. Upon election, an officer will serve for a one-‐year term without limitation for reelection or until their successor is elected and qualified.
3. President. The Senior Pastor will simultaneously occupy the office of President of the Corporation and chief executive officer with all rights and powers attributed thereto and which the Board sets unless he delegates some of the duties to other Elders or staff. The President will absent himself from discussion and voting at Board meetings wherein his duties, powers, and salary are being voted on.
4. Chairman of the Board. The Chairman of the Elders will serve as the Chairman of the Board. As Chairman, he will work with the Senior Pastor to set the agenda and will facilitate the Board meetings. The Chairman will also serve as the Vice President and, in the absence of the President, will carry out the duties and responsibilities of President and such other duties as delegated to him by the Board.
5. Secretary. The Board will annually appoint a Church Secretary. The Secretary will be a member of the Board but may or may not be an Elder. The Secretary will record and preserve the minutes of all business meetings of the Board. Unless delegated to a designated church clerk, the Secretary will also serve as the clerk of the congregation and record and preserve the minutes of all Member business meetings. The Secretary will maintain an up-‐to-‐date membership roll and prepare and forward membership letters. The Secretary will be charged with the duty of giving proper notice to the Church and Board members of all respective business meetings.
6. Treasurer. The Board will annually appoint a Church Treasurer. The Treasurer will be a member of the Board but may or may not be an Elder. The Treasurer will be responsible for
18
all monies collected and distributed by the Church and shall make financial reports to the Board. The Treasurer will ensure that a financial report is made available for Members at the annual Members meeting and such other Members meetings wherein a financial report is deemed necessary. A copy of the financial records will likewise be available to the Members on a quarterly basis. Proper records and books concerning incoming and outgoing funds will be kept and such records and books will be made available for auditing or inspection.
ARTICLE IX. Church Operating Manual
As authorized by the Board of Elders, the Secretary will cause to be maintained the Church Operating Manual, which details the operation of the Board of Elders, Board of Directors, ministries and committees, and also describes the authority, responsibilities, and duties of officers, agents, staff, and Elders. The manual will include any policies, procedures, or interpretation of the Constitution or these Bylaws made by the Board. The various ministries and committees of the church will submit their policies to the Board for review and approval prior to their inclusion in the manual. The Board will review the Operating Manual at least every three (3) years, with the authority to make changes as determined by the Board in the best interests of the church. The Church Operating Manual will be available for view by members under rules established by the Board of Elders.
ARTICLE X. Financial Matters
Finances are a tool provided by God to accomplish ministry for His glory. The corporate records for all church finances will be created by the officer appointed over the financial operations of the church, with oversight and supervision from the Senior Pastor and the Board’s Treasurer, and will be provided to and maintained by the Board. The Board will report the church’s finances and financial activities to the church at least annually.
1. Budget and Audit. The Board, or its designee, will prepare and submit to the church for approval a unified budget indicating income and spending (to date, if not complete) for the prior year, and the next year’s projected income and the plan for how those funds will be used, according to the church’s purpose and mission.
2. Accounting Procedures. The financial officer of the church, appointed by the Board to conduct the financial operations of the church, will oversee the receipt and disbursement of funds, and create the church’s financial records, as directed by the Board. The officer will be prepared to report to the church at each business meeting. The financial officer, Treasurer, Senior Pastor and other agents authorized by the Board will be responsible for signing checks. The financial officer and the Treasurer are responsible for maintaining a system of accounting that will adequately provide for the responsible handling of all funds, and will comport to accepted accounting principles.
3. Deposits. The Board will select banks, trust companies, or other depositories in which all
19
funds of the church not otherwise employed will, from time to time, be deposited to the credit of the church.
4. Fiscal Year. The Board, in consultation with the necessary committees, will have the power to fix and, from time to time, change the fiscal year of the church. The fiscal year will run from January 1 to December 31 unless later revised by the Board.
5. Contracts. The President and/or the Chairman may sign contracts to bind the church once approved by the Board or according to its procedures. However, consistent with their authority, the Board may also authorize in writing any other officer or agent of the church to enter into a contract or to execute any instrument on behalf of the church. Such authority may be general or confined to specific enumerated instances. Unless so authorized in accordance with these Bylaws, no officer, agent, or employee will have any power to bind the church to any contract or any engagement or to pledge its credit or render it liable for any amount. All contracts with potential or actual value over $50,000 (adjustable by inflation) may be awarded only after obtaining and considering three written estimates. The Board of Elders may establish additional rules to ensure contract integrity.
6. Gifts and contributions. The Board of Elders may accept on behalf of the church, or appoint agents to accept, any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the church. Any endowment for the general purpose or for any special purpose of the church will be approved by the Board of Elders. The Board must establish and maintain a written Gift Acceptance Policy.
7. Designated Contributions. The church may accept any designated contributions, grant, bequest, or devise consistent with its general tax exempt purposes, as set forth in the Articles of Incorporation. As so limited, donor designated contributions will be accepted for special funds, purposes, or uses as approved by the Board, and such designations generally will be honored. However, the church reserves all rights, title, and interest in and to and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any funds (including designated contributions) to assure that such funds shall be used to carry out the church’s tax exempt purposes.
8. Benevolence Fund. Consistent with biblical teaching to share with those in need, the church may establish a benevolence fund to meet the material and financial needs of its members and of others. The Board of Elders may then appoint staff or lay members to administer this fund under their direction. This will be accomplished under a policy created to set forth the fund’s purpose, procedures of administration, and criteria for the evaluation of requests for financial assistance.
9. Partnerships, Joint Ventures, LLC’s and Auxiliary Corporations. The Board may authorize in writing any officer(s) or agent(s) of the church to enter into any partnerships or joint ventures or create auxiliary corporations or limited liability companies that the Board determines will advance the religious purposes and goals of the Members as described herein and not violate the church’s tax exempt status.
20
ARTICLE XI. Indemnification
Any person made or threatened to be made a party to any action or proceeding, whether civil or criminal, because he or his testator is or was a director, elder, officer, employee, or agent of the church, may be indemnified by the church, and the church may advance his related expenses to the full extent permitted by law. The church may purchase and maintain insurance to indemnify itself, including its directors, elders, officers, agents, and employees, for any obligation which it incurs as a result of the indemnification specified above.
ARTICLE XII. Biblical Dispute Resolution
1. In any dispute arising between or among church members, the dispute may be resolved by the Board of Elders under the Rules of Procedures for Christian Conciliation (v4.6) of the Institute for Christian Conciliation, a copy of which will be kept in the church operating manual. Christian mediation should be attempted, but if it does not resolve the dispute, then legally-‐binding Christian arbitration will be employed by the Board of Elders in accordance with the Rules of Procedure for Christian Conciliation. A decision will be reached after prayerful consideration and in a spirit of humility, with each arbitrator seeking that which most glorifies God and regarding others before himself.
2. Any claim or dispute arising between church members and the church, or its agents in their representative capacity, will be settled by mediation and, if necessary, legally-‐binding arbitration in accordance with the Rules of Procedure for Christian Conciliation, or, alternate procedure established by the Board of Elders.
3. All employees of the church will sign policies or an agreement with a dispute resolution clause based on this article. The church will seek to include a dispute resolution clause based on this article in any contract established with third party vendors and contractors. Members, Pastoral Team, staff, and third-‐party contractors will understand that these dispute resolution methods are the sole remedy for any controversy or claim arising against the church and expressly waive their right to file a lawsuit in any civil court against one another or the church for such disputes, except to enforce an arbitration decision.
4. Notwithstanding the above, the church is required to maintain liability insurance. Therefore this conflict provision is conditioned upon agreement by the church’s insurers that, in light of the particular facts and circumstances surrounding the disputed matter, this provision, and the process it establishes will not diminish any insurance coverage maintained by the church. Additional remedies shall be in conformity with the laws of the Commonwealth of Virginia.
ARTICLE XIII. Amendment of Bylaws
Members may propose changes to the Bylaws. Proposed changes will be submitted to the Board of Elders for review and comment before they may be presented to the church for approval by a two-‐thirds (2/3) majority of the members present and voting at a duly called
21
Members Meeting. Copies of the proposed changes, along with the Board’s recommendations, will be made available to the members at least two weeks before the Members Meeting. In the case of significant changes, the Board of Elders may also call advance meetings to discuss the changes before voting at a Members Meeting.
ADOPTION
I, the undersigned Secretary of Mount Ararat Baptist Church, do hereby certify that the above Constitution and Bylaws were adopted on _______________ by the members at a duly called Members Meeting and that this Constitution and Bylaws are current and in operation as of that time. ___________________________________ _____________________ Signature (Secretary) Date _____________________________________ Printed Name
