Table of Contents
ARTICLE 1. STATEMENT OF FAITH …………………………………………………………………………. 4
ARTICLE 2. PRINCIPAL OFFICE ……………………………………………………………………………. 5
ARTICLE 3. AUTONOMY ……………………………………………………………………………………… 5
ARTICLE 4. PURPOSE AND LIMITATIONS……………………………………………………………… 5
ARTICLE 5. MEMBERSHIP …………………………………………………………………………………….. 7
ARTICLE 6. MANAGEMENT OF THE CHURCH……………………………………………………… 8
ARTICLE 7. OFFICERS ………………………………………………………………………………………… 12
ARTICLE 8. ESTABLISHMENT OF COMMITTEES……………………………………………………. 14
ARTICLE 9. TRANSACTIONS OF THE CHURCH …………………………………………………… 15
ARTICLE 10. BOOKS AND RECORDS…………………………………………………………………. 16
ARTICLE 11. INDEMNIFICATION ………………………………………………………………………… 16
ARTICLE 12. MISCELLANEOUS PROVISIONS ……………………………………………………… 16
ARTICLE 13. EMERGENCY POWERS AND BYLAWS……………………………………………. 17
Legacy Community Church Bylaws
PROPOSED BYLAWS OF LEGACY COMMUNITY CHURCH
These Bylaws (these “Bylaws”) govern the affairs of, a Georgia non-profit corporation (Legacy Community Church). The Church is organized under the Georgia Non-Profit Corporation Act, as amended (the “Act”). These Bylaws amend and restate, in its entirety, the previous Bylaws of the Church, as amended.
ARTICLE 1. STATEMENT OF FAITH
The Scriptures. We believe that all “Scripture is given by inspiration of God.” We believe that this divine inspiration extends equally and fully to all parts of the Scriptures as appeared in the original manuscripts. We believe that the whole Bible in the originals is therefore without error. We also believe that all the Scriptures were designed for our practical instruction. (Rom. 15:4; 1 Cor. 2:13, 10:11; 2 Timothy 3:16; 2 Peter 1:21).
The Godhead. We believe that the Godhead eternally exists in three persons – the Father, the Son, and the Holy Spirit – and that these three are one God, having precisely the same nature, attributes, and perfections, and worthy of precisely the same homage and obedience. (Matthew 28:18-19; John 1:1; Acts 5:3-4; 2 Cor. 13:14;Heb. 1:1-3; Rev. 1:4-6).
Angels, Fallen and Unfallen. We believe that God created an innumerable company of sinless, spiritual beings, known as angels; that one, “Lucifer, son of the morning” – the highest in rank – sinned through pride, thereby becoming Satan; that a great company of the angels followed him in his moral fall, some of whom became demons and are active as his agents and associates in the execution of his unholy purposes, while others who fell are “reserved in everlasting chains under darkness unto the judgment of the great day” (Isa. 14:12-17; Ezek.28:11-19; 1 Tim. 3:6; 2 Pet. 2:4; Jude 6).
Man, Created and Fallen. We believe that man was originally created in the image and after the likeness of God, and that he fell through sin, and, as a consequence of his sin, lost his spiritual life, becoming dead in trespasses and sins, and that he became subject to the power of the devil. We also believe that this spiritual death, or total depravity of human nature, has been transmitted to the entire human race of man (Gen. 1:26; Rom. 3:10-19; Eph. 2:1-3; 1 Tim. 5:6; 1 John 3:8.
The Person and Work of the Lord Jesus Christ. We believe that in the prophecies of the Scriptures, the eternal Son of God came into this world that He might manifest God to men, fulfill prophecy, and become the Redeemer of a lost world. To this end He was born of the virgin, and received a human body and a sinless human nature. We believe that, on the human side, He became a perfect man, but sinless throughout His life; yet He retained His absolute deity, being at the same time very God and very man (Luke 2:40; John 1:1-2;
Phil.2:5-8). We believe that, according to the eternal counsels of God, He gave His life as a ransom for all (John 1:11; Acts 2:22-24; 1 Tim. 2:6). He voluntarily accepted His Father’s will and became the divinely provided sacrificial Lamb and took away the sin of the world, being the holy judgments against sin which the righteousness of God must impose. His death was therefore substitutionary in the most absolute sense – the just for the unjust – and by His death He became the Savior of the lost (John 1:29; Rom. 3:25-26; 2 Cor. 5:14; Heb.10:5-14; 1 Pet. 3:18). We believe that, according to the Scriptures, He arose from the dead in the same body, though glorified, in which He had lived and died, and that His resurrection body is the pattern of that body which ultimately will be given to all believers (John 20:20; Phil 3:20-21).
Salvation Only Through Christ. We believe that the new birth of the believer comes only through faith in Christ and not according to any measure of human works, such as confession, baptism, prayer, or faithful service (John 1:12; 3:16, 18, 36; Rom. 1:16-17; Gal. 3:22; Eph. 2:8-9. We believe that when an unregenerate person exercises faith in Christ that person passes immediately out of spiritual death into spiritual life. The saved one possesses every spiritual blessing and is absolutely complete in Christ, and is therefore in no way required by God to seek a so-called “second blessing,” or a “second work of grace” (John 5:24; 17:23; Acts 13:39; Rom. 5:1; 1 Cor. 3:21-23; Eph. 1:3; Col. 2:10; 1 John 4:17; 5:11-12).
Eternal Security. We believe that all true believers everywhere, once saved shall be kept saved forever. We believe, however, that God is a holy and righteous Father and that, since He cannot overlook the sin of His children, He will, when they persistently sin, chasten them and correct them in infinite love; but having undertaken to save them and keep them forever, apart from all human merit, He, who cannot fail, will in the end present every one of them faultless before the presence of His glory and conformed to the image of His Son (John 5:24; 10:28; 13:1; 14:16-17; 17:11; Rom. 8:29; 1 Cor. 6:19; Heb. 7:25; 1 John 2:1-2; 5:13; Jude 24).
The Holy Spirit. We believe that the Holy Spirit, the Third Person of the blessed Trinity, though omnipresent from all eternity, took up His abode in the world in a special sense on the day of Pentecost according to the divine promise, dwells in every believer, and by His baptism unites all to Christ in one body, and that He, as the Indwelling One, is the source of all power and all acceptable worship and service. (John 14:16-17; 16:7-15; 1 Cor. 6:19; Eph. 2:22; 4:30; 5:18).
The Sacraments or Ordinances. We believe that water baptism and the Lord’s Supper are the two primary sacraments and ordinances of the church and that they are a scriptural means of testimony for the church in this age (Matt. 28:19; Luke 22:19-20; Acts 10:47-48; 16:32-33; 18:7-8; 1 Cor. 11:26).
The Christian Walk. We believe that we are called with a holy calling, to walk not after the flesh, but after the Spirit, and so to live in the power of the indwelling Spirit that we will not fulfill the lust of the flesh. (Rom. 6:11-13; 8:2, 4, 12-13; Gal. 5:16-23; Eph. 4:22-24; Col. 2:1-10).
The Christian’s Service. We believe that divine, enabling gifts for service are bestowed by the Spirit upon all who are saved. While there is a diversity of gifts, each believer is energized by the same Spirit, and each is called to his own divinely appointed service as the Spirit may will (Rom. 12:6; 1 Cor. 12:4-11; Eph. 4:11). We believe that rewards are promised according to the faithfulness of each believer in his service for his Lord, and that these rewards will be bestowed at the judgment seat of Christ after He comes to receive His own to Himself (1 Cor.3:9-15; 9:18-27; 2 Cor. 5:10).
The Tribulation and the Second Coming of Christ. We believe that the translation of the church will be followed by the fulfillment of Israel’s seventieth week during which the church, the body of Christ, will be in heaven (Dan.9:27; Rev. 6:1-19:21). We believe that the period of great tribulation in the earth will be climaxed by the return of the Lord Jesus Christ to the earth as He went, in person on the clouds of heaven, and with power and great glory to introduce the millennial age, to bind Satan and place him in the abyss, to lift the curse which now rests upon the whole creation, to restore Israel to her own land and to give her the realization of God’s covenant promises, and to bring the whole world to the knowledge of God (Matt. 24:15-25:46; Rev. 20:1-3).
ARTICLE 2. PRINCIPAL OFFICE
The principal office of the Church in the State of Georgia shall be located in Conyers, GA. At 1979 Lake Rockaway Rd. Conyers, GA. 30012. The Board of Directors of the Church (hereafter defined) shall have full power and authority to change any office from one location to another, either in Georgia or elsewhere. The Church shall comply with the requirements of the Act and maintain a registered office and registered agent in Georgia. The registered office may, but need not, be identical with the Church’s principal office in Georgia. The Board of Directors may change the registered office and the registered agent as provided in the Statutes.
ARTICLE 3. AUTONOMY
This Church is autonomous and maintains the right to govern its own affairs, independent of any denominational control. Recognizing, however, the benefits of cooperation with other churches in world missions and otherwise, this Church may voluntarily affiliate with any churches of like precious faith.
ARTICLE 4. PURPOSE AND LIMITATIONS
Section 1. Purposes. The Church is organized and shall be operated exclusively for religious, charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Notwithstanding the foregoing, the Church’s purposes also include the limited participation of the Church in any other activities, including taxable activities, but only to the extent the activities would be permitted by a tax-exempt organization. More particularly, but without limitation, the purposes of this Church are:
(a) To promote the Christian religion by any appropriate form of expression, within any available medium, and in any location, through the Church’s combined or separate formation, of a church, charity, school, or eleemosynary institution, without limitation.
(b) To fulfill the Great Commission and Great Commandment as expressed in Mt. 28:19-20 and Mt. 22:37-42 respectively.
(c) To enlist people as followers of Jesus Christ (Mt. 28:19-20)
(d) To preserve the moral fabric of society (Mt. 5:16)
(e) To empower people to make positive contributions to society in general and the Kingdom of God in particular (Rom. 12, 1 Pet. 4:10, and 1 Cor. 12)
(f) To encourage and stimulate believers at regular meetings until Christ’s return to earth (Heb. 10:22-25)
(g) To meet the pressing needs of people (Titus 3:14)
(h) To educate all who are willing from the Holy Scriptures (2 Tim 4)
(i) To collect and disburse any and all necessary funds for the maintenance of said Church and the accomplishment of its purpose within the State of Georgia and elsewhere.
(j) To make distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended.
(k) This Church is also organized to promote, encourage, and foster any other similar religious, charitable and educational activities; to accept, hold, invest, reinvest and administer any gifts, legacies, bequests, devises, funds and property of any sort or nature, and to use, expend, or donate the income or principal thereof for, and to devote the same to, the foregoing purposes of the Church; and to do any and all lawful acts and things which may be necessary, useful, suitable, or proper for the furtherance of accomplishment of the purposes of this Church.
Section 2. Limitations.
In order to carry out the above-stated purposes, the Church shall have all those powers set forth in the Act, as it now exists or as it may hereafter be amended. The powers of the Church to promote the purposes set out above are limited and restricted in the following manner:
(a) No part of the net earnings of the Church shall inure to the benefit of or be distributable to its incorporators, officers or other private persons, except that the Church shall be authorized and empowered to make payments and distributions (including reasonable compensation for services rendered to or for the Church or reimbursement of expenditures) in furtherance of its purposes as set forth in these Bylaws. No substantial part of the activities of the Church shall be the carrying on of Propaganda, or otherwise attempting to influence legislation, and the Church shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
(b) Notwithstanding any other provisions of these Bylaws, in the event this Church is in any one year a “private foundation” as defined by Section 509(a) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax Acts, it shall be required to distribute its income for such taxable year at such time and in such manner as not to subject the foundation to taxation under Section 4942 of the Internal Revenue Code of 1986.
(c) The Church shall not accept any gift or grant if the gift or grant contains major conditions which would restrict or violate any of the Church’s religious, charitable or educational purposes or if the gift or grant would require serving a private as opposed to a public interest.
(d) Upon the liquidation, dissolution or winding up of the Church, the Board of Directors of the Church shall, after paying or making provision for payment of all the liabilities of the Church, distribute all Church assets to any organization designated by the Board of Directors of the Church which is of like faith and order and is exempt from taxes under Internal Revenue Code Section 501(c)(3) (or the corresponding provision of any future tax Act of the United States).
ARTICLE 5. MEMBERSHIP
The Church shall have one class of membership. Membership in this Church shall consist of all persons who have met the qualifications of membership and are listed on the membership roll. The Board of Elders may adopt and amend application procedures and requirements for membership in the Church. Plenary power to manage and govern the Church shall be vested in its Board of Directors as set forth in Article 6 of these Bylaws.
As such, members are not entitled to vote in person, by proxy or otherwise.
Section 1. Becoming a Member.
Membership in this local church shall be available to anyone who trusts in Jesus Christ as Savior, the believer’s baptism, the signing of an agreement with the purposes, goals, and
doctrinal statement of the church and the successful completion of the church’s new member’s classes. The applicant shall be interviewed by at least one of the following: Pastors, Elders, Deacon(ness), and/or by specified representatives. No one shall automatically become a member of this local church by mere transfer or letter.
Section 2. Responsibilities of Members.
The general responsibilities of the members of this church are to regularly and consistently give, serve, and support the activities of this church. Specifically:
(a) Each member is responsible before God as a believer to assist in determining the will of God for his/her own individual life as a member of this local assembly under Christ.
(b) Each member of this local church must be willing to live and serve according to the doctrines of the Word of God. No member can have a teaching ministry contrary to the doctrinal position of this church as described in Article 1 of these Bylaws.
(c) In general, members will be responsible, as God enables them to do their part in the “work of service” (Eph. 4:12; 1 Peter 4:10-11). This calls for the regular attendance and participation in the life and services of the church, including a voluntary contribution of financial support as the Lord may prosper them (Heb. 10:24; 1 Cor. 16:1-2; 2 Cor. 8:3-5).
Section 3. Meeting of the Members.
There shall be at least one annual meeting of the members of the church called at the discretion of the Board of Elders. In this annual meeting, the membership may receive: (1) a description of the actions of the Board of Elders, (2) the Senior Pastor’s annual update and perspective, (3) a review of the church’s performance in the most recent budget period, and (4) a description of the next proposed budget. Special meetings of the membership may be called at the discretion of the Board of Elders. The annual meeting and any special meetings of the membership shall be for disclosure and discussion purposes only, and shall in no way imply that the membership has the right to vote on or control the church’s affairs by virtue of membership alone.
Section 4. Withdrawal and Dismissal of Members.
(a) Withdrawal. Members may withdraw from the church membership at their own request by giving a written notice. Such withdrawal requests and any notices of change of church membership shall be recorded by the administrative staff.
(b) Dismissal. In harmony with the scriptural teaching of the Christian faith, discipline must be a functional part of the local church (Matthew 18:15-20; 1 Corinthians 5:1-13). The Board of Elders shall discipline any member who knowingly holds or promotes heretical doctrine, who knowingly and rebelliously lives inconsistently with their Christian profession, or who knowingly disturbs the unity and peace of the church. The Board of Elders shall oversee all disciplinary action. After prayerful consideration and the implementation of the discipline process, as outlined in the church’s discipline policy, any person may be dismissed from membership, and his/her name removed from the membership roll by a two-thirds majority vote of the Board of Elders, a quorum being present.
Section 5. Restoration of Dismissed Members.
The church also has the responsibility of restoring dismissed members who give satisfactory evidence of repentance (2 Cor. 2:6-8) and who have corrected the offense. Such membership restoration occurs only by a two-thirds majority vote of the Board of Elders, a quorum being present.
ARTICLE 6. MANAGEMENT OF THE CHURCH
Board of Elders
Section 1. Management. The church will be governed by a group of godly, mutually submissive men of equal authority called elders (1 Pet. 5). These shall be men in whose lives the working of the Holy Spirit is evident, who have given worthy witness of the authority of Christ in their lives and who have met the qualifications given in the Scriptures (1 Tim. 3). Authority for the day-to-day ministry matters will reside in the hands of the staff, under the primary supervision of the Senior Pastor, who is accountable to the directors of the Board (herein the “Board of Elders”). The Board of Elders shall manage all of the affairs of the Church.
Interim/Temporary Church Government
Until the church has established at least three qualified elders, The Senior Pastor, shall consult with the Church board as necessary to lead the Church. The Church board shall function as the Board of Elders under the guidance of the Senior Pastor until the first appointed Elders are prepared to assume their responsibility. Then the board of directors shall function in the capacity of solely the church board.
Section 2. Qualifications of the Elders. The qualifications for the Board of Elders shall consist of both Biblical and Practical qualifications. The Biblical qualifications are from 1 Tim 3:1-7 and Titus 1:5-9. This person must be above reproach, be the husband of one wife, be temperate, prudent, respectable, hospitable, able to teach, not be addicted to strong drink, not self-willed, not quick tempered, not pugnacious, not contentious, free from the love of money, a good manager of his household, a lover of what is good, a just and devout man, and not a novice to the faith. The Practical Qualifications are based on Biblical principles and sound Leadership theory. Each elder must also meet the following qualifications:
(a) Supports the vision of the Church as communicated by the Senior Pastor and a minimum of one year of continual church membership at (Phi. 3:17, 4:9, 1 Cor. 11, 4:16, Heb.13:7, 1 Thess. 5:12-13)
(b) Serves in their area of spiritual giftedness within the church (Rom. 12, 1 Cor. 12, Eph. 4, and 1Peter 4)
(c) Shepherds the people of God (1 Peter 5, Acts 20:28, Jn. 21:15-17, Rom. 12:8, Heb. 13:17, 1 Thess. 5:12)
(d) Studies the Word of God regularly and rightly (2 Tim. 3:16-17, 1 Tim. 5:17, 1 Tim. 3:2, 2 Tim. 2:24)
(e) Supervises the Work of the Ministry (Heb. 13:7, Jn. 21:15-17, Acts 11:30, 1 Thess. 5:12-13)
(f) Shares their financial resources with the Church, minimum 10% of income and Annual Offering of one week’s annual income. (Phi. 3:17, 1 Cor. 4:1, Phi. 4:9, 1 Cor. 4:16)
(g) Minimum of one (1) year of active membership.
Section 3. Number of Elders.
The Board of Elders shall consist of the Senior Pastor, and until changed by amendment of the Articles of Incorporation or these Bylaws, such number of additional members as may, from time to time, be nominated and elected in accordance with Section 7 of this Article, provided that the total number of directors shall not be more than thirteen (13) nor less than three (3). The Chairman of the Board- Chairman of the Board shall be a full voting member of the Board of Elders.
Section 4. Term of Elders. The initial Elders shall be elected as follows to allow for a staggered rotation. One-half (1/2) of the Elders shall be elected for a term of one (1) year, one-half (1/2) of the elders shall be elected for a term of two (2) years, such that one-half (1/2) of the Elders shall rotate off the Board each year. Thereafter, Elders will be elected for a term of two (2) years. An elder can succeed himself given the approval of the Sr. Pastor and continues to meet the qualifications as contained in Section 2.
Section 5. Chairman of the Board. The Senior Pastor shall serve as the Chairman of the Board of Elders and shall preside at all Board of Elders meetings. The Board of Elders shall elect a Vice-Chairman to serve as Chairman of the Board of Elders in the Chairman’s absence.
Section 6. Powers. The Board of Elders shall have all of the rights, powers, and responsibilities of a board of directors pursuant to the Statutes, subject to any limitations under the Articles of Incorporation of the Church or these Bylaws. All corporate powers shall be exercised by or under the authority of the Board of Elders. The Board
of Elders shall have final authority for affairs pertaining to property and other temporal matters as required by civil act for nonprofit corporations. In particular, the Board of Elders shall be responsible for the acquisition and disposition of Church property, which includes the management of its financial resources. The Board of Elders shall have the power to buy, sell, mortgage, pledge or encumber any Church property and incur related indebtedness.
Section 7. Nomination and Appointment of Elders.
(a) Nomination of Elders. Nomination of men to be considered for the office of Elder shall come from the Senior Pastor. The Board shall have the responsibility of assessing the qualifications of each prospective candidate. The candidate will officially complete the prescribed Elder’s training program, as established by the Senior Pastor and updated from time to time.
(b) Appointment of Elders. Upon the successful completion of the Elder’s training program, each candidate will be presented to the Board for approval as a qualified candidate for the office of Elder. Prior to Elder approval, the congregation will be given a period of thirty days to respond in writing to the Board of Elders if there is any biblical basis for any nominee not to be ordained as Bylaws Page 10 elder. In the event of such response from a congregation, the elders shall review the response with the nominee and, if necessary, with the writer of the responses, in order to determine proper disposition of the issues raised by the writer. After the passage of thirty days and the resolution of all issues as determined necessary by the Board of Elders, the elders shall proceed with the ordination of the nominees. Upon approval by a two-thirds majority vote of the Board of Elders, a quorum being present, each candidate shall be presented to the congregation for affirmation.
(c) In the event a candidate for Elder has previously served on the Board of Elders, he may be required to repeat the prescribed Elder’s training program. Upon his nomination, such previously qualified candidate shall be presented to the Board for approval as a qualified candidate for the office of Elder. The congregation will be given a period of thirty days to respond in writing to the Board of Elders if there is any biblical basis for the nominee not to be ordained as elder. In the event of such response from a congregation, the elders shall review the response with the nominee and, if necessary, with the writer of the responses, in order to determine proper disposition of the issues raised by the writer. After the passage of thirty days and the resolution of all issues as determined necessary by the Board of Elders, the elders shall proceed with the ordination of the nominee. Upon approval by a two-thirds majority vote of the Board of Elders, a quorum being present, such candidate shall be presented to the congregation for affirmation.
Section 8. Vacancies. Vacancies occurring on the Board of Elders shall be filled in the same manner prescribed for nomination and election of elders set forth in Article 6, Section 7 of these Bylaws. A person so elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 9. Meetings. Regular or Special meetings of the Board of Elders may be held either within or outside the State of Georgia, but shall be held at the Church’s registered office in Georgia if the notice thereof does not specify the location of the meeting. A regular or special meeting may be held at any place consented to in writing by all of the elders, either before or after the meeting. If such consents are given, they shall be filed with the minutes of the meeting. Conference telephone or similar communication equipment may hold any meeting, regular or special, as long as all elders participating in the meeting can hear one another. All elders shall be deemed to be present in person at a meeting conducted in accordance with the foregoing sentence. A regular meeting of the Board of Elders shall occur at least one time per calendar year. All meetings will be governed by Robert’s Rules of Order.
a. Regular Meetings. Regular meetings of the Board of Elders may be held without notice if the time and place of such meetings are fixed by a resolution of the Board of Elders.
b. Special Meetings. A special meeting of the Board of Elders may be called by the Chairman of the Board, or in his absence, the Vice-Chairman may call a special meeting of the Board of Elders when necessary, but with notification to the Chairman. c. Notice of Special Meetings.
1) Manner of Giving. Notice of the date, time and place of special meetings shall be given to each elder by one of the following methods:
(a) by personal delivery of written notice;
(b) by first class mail, postage paid;
(c) by telephone communication, either directly to the elder or to a person at the elder’s office or home who the person giving the notice has reason to believe will promptly communicate the notice to the elder;
(d) by telecopier to the elder’s office or home; or
(e) by electronic mail (“e-mail”).
2) Time Requirements. Notice sent by first class mail shall be deposited in the United States mail at least four (4) days before the time set for the meeting. Notices given by personal delivery, Bylaws Page 11 telephone, email or telecopier shall be delivered, telephoned, emailed or faxed to the elder or given at least twenty-four (24) hours before the time set for the meeting.
3) Notice Contents. The notice shall state the date, time and place for the meeting. However, the notice does not need to specify the place of the meeting if the special meeting is to be held at the Church’s principal office. Unless otherwise expressly stated herein, the notice does not need to specify the purpose or the business to be transacted at the special meeting.
4) Waiver. Attendance of an elder at a meeting shall constitute waiver of notice of such meeting, except where the elder attends a meeting for the express purpose of objecting that the meeting is not properly called.
Section 10. Action Without Meeting. Any action of the Board, with exception of the removal of the Senior Pastor, Elder, or Deacon from office, may be taken without a meeting if unanimous consent shall be reached among all members of the Board entitled to vote. Action taken in this manner shall be recorded in the official minutes of the next meeting of the Board.
Section 11. Quorum. Two-thirds (2/3) of the number of elders then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Elders. The elders present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough elders leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of elders required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the elders present may adjourn and reconvene the meeting one time without further notice.
Section 12. Proxies. An Elder may vote by proxy in writing and filed with the Chairman of the Board before the meeting is called to order; however, such proxy shall not be counted toward the majority attendance required for a quorum. No proxy shall be valid beyond the meeting for which it was filed.
Section 13. Duties of Elders. Elders shall discharge their duties, including any duties as Committee members, in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Church. Elders may in good faith rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Church or another person that were prepared or presented by a variety of persons, including officers and employees of the Church, professional advisors or experts such as accountants or legal counsel. An elder is not relying in good faith if the elder has knowledge concerning a matter in question that renders reliance unwarranted. Elders are not deemed to have the duties of trustees of a trust with respect to the Church or with respect to any property held or administered by the Church, including property that may be subject to restrictions imposed by the donor or transferor of the property.
Section 14. Delegation of Duties. The Board of Elders is entitled to select advisors and delegate duties and responsibilities to them, such as the full power and authority to purchase or otherwise acquire stocks, bonds, securities, and other investments on behalf of the Church; and to sell, transfer, or otherwise dispose of the Church’s assets and properties at a time and for a consideration that the advisor deems appropriate. Elders have no liability for actions taken or omitted by the advisor if the Board of Elders acts in good faith and with ordinary care in selecting the advisor. The Board of Elders may remove or replace the advisor, with or without cause.
Section 15. Interested Members. To the extent permitted under the Statutes, contracts, or transactions between elders, officers, or members of the Church who have a financial interest in the matter are not void or voidable solely for that reason. Nor are they void or voidable solely because the elder, officer, or Church member is present at or participates in the meeting that authorizes the contract or transaction. However, the materialBylaws Page 12 facts must be disclosed to or known by the Board of Elders or other group authorizing the transaction, and approval from disinterested parties must be obtained.
Section 16. Actions of Board of Elders. The Board of Elders shall try to act by consensus. However, a two-thirds (2/3) majority vote of the Board of Elders shall be sufficient to constitute the act of the Board of Elders unless the act of a greater number is required by Act or the Bylaws. An elder who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the decision of the Board of Elders.
Section 17. No Compensation. Elders, including the Chairman, shall not receive salaries or compensation for their services on the Board of Elders. The Board of Elders may adopt a resolution providing for payment to elders for unusual meeting related expenses, if any, at a meeting of the Board of Elders. An elder may serve the Church in any other capacity and receive reasonable compensation for those services.
Section 18. Removal of Elders other than the Chairman. If for any reason, whether for unfaithfulness, unfitness, or other cause, the Board at a properly held meeting shall deem it necessary or desirable to remove an elder from office, the Board at such meeting shall select and appoint a committee of a minimum of four, composed of any combination of elders or members, to inquire into, investigate, and examine the validity of the reasons or cause. The committee shall make a written report of its recommended action to the Board of Elders. If the committee recommends removal of the investigated elder from office, a two-thirds majority vote of the Board of Elders, a quorum being present, shall be necessary to remove the elder from office. Before such vote is taken, the Board of Elders shall allow the Elder to appear and speak to the Board on his own defense. For provisions regarding removal of the Chairman, see Article 7, Section 3.
Section 19. Resignation of Elders. Any elder may resign at any time by giving written notice, subscribed by him, to the Board. Such resignation shall take effect on the date specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 20. Deadlock. In the case where the Board shall, by reason of deadlock (whether because an even number of elders is seated on the Board, or because certain elders are absent even though a quorum is present, or because of abstention, or for any other reason) be unable to reach a conclusive vote on any issue before the Board, then, in such instance, the Chairman shall cast a ballot which shall be known as a “majority ballot”, so that an official act or decision may be taken by the Board. The majority ballot shall be cast in addition to the regular elder’s vote cast by the Chairman.
ARTICLE 7. OFFICERS
Section 1. Officer Positions. The officer positions of the Church shall be the Chairman of the Board- Chairman of the Board and Secretary/Treasurer. The Board of Elders may create additional officer positions given they define the authority and duties of each such position, and the Board of Elders shall elect persons to fill the positions. All of said officers must be elders, and any two of these offices may be combined, except that of Chairman of the Board and Secretary.
Section 2. Election and Term of Office. The Chairman of the Board of Elders is the Sr. Pastor Church and he shall hold office until he resigns, is removed or dies. All other officers of the Church shall be elected as follows to allow for a staggered rotation of officers: The initial Treasurer shall be elected for a term of one (1) year. The initial Secretary shall be elected for a term of two (2) years. Thereafter, officers other than the Chairman of the
Board will be elected for a term of two (2) years. The election of officers shall take place at the regular annual meeting of the Board of Elders. If the election of officers is not held at this meeting, the election shall be held as soon thereafter as conveniently possible. Each officer shall hold office until a successor is duly selected and qualified. An officer may be elected to succeed himself or herself in the same office.
Section 3. Discipline and Removal. In the event the Board of Elders at a properly held meeting according to that which is prescribed in Section 9 shall deem it necessary or desirable to remove an officer from office, the Bylaws Page 13 Board at such meeting shall select and appoint a committee from among the Board of Elders of a minimum of three elders to inquire into, investigate, and examine the validity of the reasons or cause. The committee shall make a written report of its recommended action to the Board of Elders. After the special called business meeting, the Board of Elders shall, at a meeting called for the specific purpose of voting on the removal of the officer, take a vote of the elders. A two-thirds majority vote of the Board of Elders, a quorum being present, shall be necessary to remove an officer from office. Before such vote is taken, the Board of Elders shall allow the officer to appear and speak to the Board on his own defense. The Chairman of the Board may be removed, subject to the terms of any employment agreement, from office, for any of the following reasons: (1) falling into sinful and worldly practices without repentance; (2) engaging in conduct that could hinder the influence of the Church in its community; (3) teaching doctrines inconsistent with sound scriptural doctrine and practice; (4) neglect of duties; (5) resignation; or (6) death or disability. During the pendency of any investigation, the Chairman of the Board shall be placed on paid administrative leave, and shall be asked to step down from his duties as Senior Pastor.
Section 4. Vacancies. A vacancy in any office other than that of Chairman of the Board/Senior Pastor, shall be filled only in the manner prescribed in these Bylaws for regular appointment or election to that office. In the event of a vacancy in the office of Chairman of the Board/Senior Pastor, he Board of Elders shall appoint a committee composed of Elders and members of the congregation to seek candidates for the position of Chairman of the Board/Senior Pastor. The Vice-Chairman of the Board will chair the committee. The congregation will be given a period of thirty days to respond in writing to the Board of Elders if there is any biblical basis for any nominee not to be called as Senior Pastor. In the event of such response from a member of the congregation, the Board of Elders shall review the response with the nominee and, if necessary, with the writer of the response, in order to determine proper disposition of the issues raised by the writer. After the passage of thirty days and the resolution of any and all issues as deemed necessary by the Board of Elders, the
Board of Elders shall proceed with the call of the Senior Pastor. The candidate for Senior Pastor shall be shall then be nominated by a two-thirds majority vote of the Board of Elders, a quorum being present. He recommended to the members of the church for affirmation.
Section 5. Chairman of the Board. The Chairman of the Board shall be the chief executive officer of the Church. The Chairman of the Board shall supervise and control all of the business and affairs of the Church. The Chairman of the Board shall preside at all meetings of the Board of Elders. The Chairman of the Board may execute any deeds, mortgages, bonds, contracts, or other instruments that the Board of Elders has authorized to be executed. However, the Chairman of the Board may not execute instruments on behalf of the Church if this power is expressly delegated to another officer or agent of the Church by the Board of Elders, the Bylaws, or statute. The Chairman of the Board shall perform other duties prescribed by the Board of Elders and all duties incident to the office of Chairman of the Board. The responsibilities of the Chairman of the Board-Chairman of the Board shall include: (a) to set an example in Christian living and dedication; (b) to earnestly carry on a preaching, teaching, and training ministry, with the aim of bringing each head of household to a place of spiritual maturity and fruitfulness, and to place a spiritual harmony with the rest of the church body; (c) to oversee the administering of the ordinances; (d) to endeavor to fill the pulpit on a regular and consistent basis; (e) to be the primary spokesperson of the policies, goals, direction, vision, and ministry of the church to the members as well as to the broader community at large.
Section 6. Treasurer. The Treasurer shall be appointed by the majority vote of the Board of Elders. The treasurer shall ensure the proper management of all church finances and securities including but not limited to the following responsibilities: (a) have charge and custody of and be responsible for all funds and securities of the Church; (b) receive and give receipts for monies due and payable to the Church from any source; (c) deposit all moneys in the name of the Church in banks, trust companies, or other depositories as provided in the Bylaws or as directed by the Board of Elders; (d) write checks and disburse funds to discharge obligations of the Church; (e) maintain the financial books and records of the Church; (f) prepare financial reports at least once per calendar year; (g) perform other duties as assigned by the Chairman of the Board or by the Board of Elders; (h) if required by the Board of Elders, give a bond for the faithful discharge of his or her duties in a sum and with
a surety as determined by the Board of Elders; and (i) perform all of the duties incident to the office of treasurer. Bylaws Page 14
Section 7. Secretary. The Secretary shall be appointed by a majority vote of the Board of Elders. The Secretary shall: (a) give all notices as provided in the Bylaws or as required by Act; (b) take minutes of the meetings of the members and of the Board of Elders and keep the minutes as part of the corporate records; (c) maintain custody of the corporate records and of the seal of the Church; (d) affix the seal of the Church to all documents as authorized; (e) keep a register of the mailing address of each member, elder, officer, and employee of the Church; (f) perform duties as assigned by the Chairman of the Board or by the Board of Elders; and (g) perform all duties incident to the office of secretary.
ARTICLE 8. ESTABLISHMENT OF COMMITTEES
Section 1. Establishment. The Board of Elders may adopt a resolution establishing one or more Committees.
Section 2. Independent Compensation Committee. Once per calendar year, the Board of Elders shall adopt a resolution establishing an Independent Compensation Committee. The Chairman of the Board/Senior Pastor shall not be the chairman or a voting member of the Committee. At least two of the persons serving on the Committee shall be elders. The Committee shall be elected by a vote of the Board of Elders. The Independent Compensation Committee shall determine and approve the Chairman of the Board/Senior Pastor’s compensation and all executive employees’ compensation. In so doing, the Independent Compensation Committee may consider duties, performance evaluations, compensation comparability data, and other relevant information. The Chairman of the Board/Senior Pastor shall not participate in the Independent Compensation Committee’s discussion and formulation of, or vote regarding, his salary and benefits, or any family member’s salary or benefits. There shall be no more than five and no less than three.
Section 3. Delegation of Authority. Each Committee shall consist of two or more persons, the majority of whom shall be elders. If, in addition to the Independent Compensation Committee, the Board of Elders establishes or delegates any of its authority to a Committee, it shall not relieve the Board of Elders, or elder, of any responsibility imposed by these Bylaws or otherwise imposed by Act. The Board of Elders shall define by resolution the activities and scope of authority and the qualifications, in addition to those set forth herein, for membership on all Committees. No Committee shall have the authority to: (a) amend the Articles of Incorporation; (b) adopt a plan of merger or a plan of consolidation with another Church; (c) authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Church; (d) authorize the voluntary dissolution of the Church; (e) revoke proceedings for the voluntary dissolution of the Church; (f) adopt a plan for the distribution of the assets of the Church; (g) amend, alter, or repeal the Bylaws; (h) elect, appoint, or remove a member of a Committee or an elder or officer of the Church; (i) approve any transaction to which the Church is a party and that involves a potential conflict of interest as defined in Article 9, Section 4, below; (j) take any action outside the scope of authority delegated to it by the Board of Elders or in contravention of the Act. The Board of Elders may designate various Advisory Teams not having or exercising the authority of the Board. Such Advisory Teams shall only function in an advisory capacity to the Board of Elders. The Board of Elders shall have the power to appoint and remove members of all Advisory Teams. The Chairman shall serve as an ex officio member of all Advisory Teams. The Board of Elders shall define, by resolution, the scope of activities and the qualifications for membership on all Advisory Teams.
Section 4. Term of Office. Each member of a Committee or Advisory Team shall serve until the next annual meeting of the Board of Elders or until a successor is appointed. However, the term of any Committee or Advisory Team member may terminate earlier if the Committee or Advisory Team is terminated, or if the member dies, ceases to qualify, resigns, or is removed as a member of the Church. A vacancy on a Committee or Advisory Team may be filled by an appointment made in the same manner as an original appointment. A
person appointed to fill a vacancy on a Committee or Advisory Team shall serve for the unexpired portion of the terminated Committee member’s term.
Section 5. Chair and Vice-Chair. Unless otherwise expressly stated herein, one member of each Committee or Advisory Team shall be designated as the chair and another member shall be designated as the vice-chair. The chair and vice-chair of each Committee and Advisory Team shall be appointed by the Board of Elders. The chair shall call and preside at all meetings. When the chair is absent, is unable to act, or refuses to act, the vice Legacy
Church Bylaws Page 15 chair shall perform the duties of the chair. When a vice-chair acts in place of the chair, the vice-chair shall have all the powers of and be subject to all the restrictions upon the chair.
Section 6. Quorum. Two-thirds the number of members of a Committee or Advisory Team shall constitute a quorum for the transaction of business at any meeting. The members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority
of the number of members required to constitute a quorum. If a quorum is present at no time during a meeting, the chair may adjourn and reconvene the meeting one time without further notice.
Section 7. Actions. Committees shall try to take action by consensus. However, the vote of a majority of members present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Committee unless the act of a greater number is required by Act or the Bylaws. A member who is present at a meeting and abstains from a vote is considered present and voting for determining the act of the committee.
ARTICLE 9. TRANSACTIONS OF THE CHURCH
Section 1. Contracts and Legal Instruments. The Board of Elders may authorize an individual officer or agent of the Church to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Church. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.
Section 2. Deposits. All funds of the Church shall be deposited to the credit of the Church in banks, trust companies, or other depositories that the Board of Elders selects.
Section 3. Gifts. The Board of Elders may accept, on behalf of the Church, any contribution, gift, bequest, or devise for general purposes or for any special purpose of the Church, including but not limited to, gifts of money, annuity arrangements, securities and other tangible and intangible personal property and real property and interest therein.
Section 4. Potential Conflicts of Interest. The Church shall not make any loan to an elder or officer of the Church. An elder, officer, or committee member of the Church may lend money to and otherwise transact business with the Church except as otherwise provided by these Bylaws, Articles of Incorporation, and all applicable Acts. Such a person transacting business with the Church has the same rights and obligations relating to those matters as other persons transacting business with the Church. The Church shall not borrow money from or otherwise transact business with an elder, officer, or committee member of the Church unless the transaction is described fully in a legally binding instrument and is in the best interest of the Church. The Church shall not borrow money from or otherwise transact business with an elder, officer, or committee member of the Church without full disclosure of all relevant facts and without the approval of the Board of Elders, not including the vote of any person having a personal interest in the transaction.
Section 5. Ownership and Distribution of Property.
A. The Church shall hold, own, and enjoy its own personal and real property, without any right of reversion to another entity, except as provided in these Bylaws. B. “Dissolution” means the complete disbanding of the Church so that it no longer functions as a congregation or as a corporate entity. Upon the dissolution of the Church, its property shall be applied and distributed as follows: (1) all liabilities and obligations of the Church shall be paid and discharged or adequate provision shall be made therefore; (2) assets held by the Church upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; (3) assets received and not held upon a condition requiring return, transfer, or
conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign Bylaws Page 16 corporations, societies, or organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the responding provision of any future United States Internal Revenue Act), and are engaged in activities substantially similar to those of the corporation; this distribution shall be done pursuant to a plan adopted by the Board of Elders; and (4) any assets not otherwise disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, for such purposes and to such organizations as said court shall determine, provided such organizations are in agreement with the Church’s Declaration of Faith and basic form of government.
Section 6. Approval of Purchases. The purchases of non-budgeted fixed assets in excess of $50,000.00 shall be subject to the prior approval of the Board of Elders when approved in annual budget.
ARTICLE 10. BOOKS AND RECORDS
Section 1. Required Books and Records. The Church shall keep correct and complete books and records of account. The books shall be audited on an annual basis by a qualified third party.
Section 2. Fiscal Year. The fiscal year of the Church shall begin on the first day of January and end on the last day in December in each year.
ARTICLE 11. INDEMNIFICATION
Section 1. Who Shall Receive Indemnification. The Church shall indemnify the Senior Pastor, Elders, Deacons, and members of councils, officers, or other official of the Church for expenses and costs (including reasonable attorneys’ fees) actually and necessarily incurred in connection with any claim asserted against any such person, by action in court, or otherwise by reason of said person’s being or having been the Senior Pastor, Elder, Deacon, or member of the Church, except in relation to matters as to which said person shall have been adjudged guilty of gross negligence or intentional misconduct with respect to the matter in which indemnity is sought; provided, however, the indemnification provided for in this section shall be subject to any applicable statutory restrictions. The Church, by resolution of the Elders adopted by a majority of its members, may, under comparable terms and limitations, indemnify employees and agents of the Church with respect to activities within the scope of their services as members of councils, officers, or other officials of the Church.
Section 2. Determination of Right. A determination of the right to indemnification under the Act shall be made by legal counsel selected by the majority vote of the Board of Elders.
ARTICLE 12. MISCELLANEOUS PROVISIONS
Section 1. Amendments to Bylaws. These Bylaws may only be altered, amended, or repealed, and new Bylaws may only be adopted by a two-thirds majority vote of the members of the Board of Elders.
Section 2. Construction of Bylaws. These Bylaws shall be construed in accordance with the Acts of the State of Georgia. All references in the Bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time. If any Bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the Bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the Bylaws. The headings used in the Bylaws are used for convenience and shall not be considered in construing the terms of the Bylaws. Wherever the context requires, all words in the Bylaws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular with the exception of elders who will all be of the male gender.
Section 3. Seal. The Board of Elders may provide for a corporate seal. Bylaws Page 17
Section 4. Christian Alternative Dispute Resolution. In keeping with 1 Corinthians 6:1-8, all disputes which may arise between any officer, elder, employee, volunteer, or agent of this Church and the Church itself, shall be resolved in accordance with the then existing Rules of Procedure for Christian Conciliation, Institute for Christian Conciliation. If efforts to conciliate or mediate the dispute fail, then the matter shall be resolved through binding arbitration. The decision of the arbitrators shall be binding on both parties, and both parties submit themselves to the personal jurisdiction of the courts of Georgia both state and federal, for the entry of a judgment confirming the arbitrators’ award. Each party shall bear their own costs, including attorneys’ fees, related to any mediation, conciliation or arbitration proceeding. If a dispute may result in an award of monetary damages, then use of the conciliation, mediation, and arbitration procedure is conditioned on acceptance of the procedure by the liability insurer of the Church and the insurer’s agreement to honor any mediation, conciliation or arbitration award up to any applicable policy limits. The mediation, conciliation, and arbitration process is not a substitute for any disciplinary process set forth in the Bylaws of the Church, and shall in no way affect the authority of the Church to investigate reports of misconduct, conduct hearings, or administer discipline of members.
ARTICLE 13. EMERGENCY POWERS AND BYLAWS
An “emergency” exists for the purposes of this section if a quorum of the elders cannot readily be obtained because of some catastrophic event. In the event of an emergency, the Board of Elders may: (i) modify lines of succession to accommodate the incapacity of any elder, officer, employee or agent; and (ii) relocate the principal office, designate alternative principal offices or regional office, or authorize officers to do so. During an emergency, notice of a meeting of the Board of Elders only needs to be given to those elders for whom such notice is practicable. The form of such notice may also include notice by publication or radio. One or more officers of the Church present at a meeting of the Board of Elders may be deemed directors for the meeting, as necessary to achieve a quorum. Corporate action taken in good faith during an emergency binds the Church and may not be the basis for imposing liability on any elder, officer, employee or agent of the Church on the ground that the action was not authorized. The Board of Elders may also adopt emergency Bylaws, subject to amendments or repeal by the full Board of Elders, which may include provisions necessary for managing the corporation during an emergency including; (i) procedures for calling a meeting of the Board of Elders; (ii) quorum requirements for the meeting; and (iii) designation of additional or substitute elders. The emergency Bylaws shall remain in effect during the emergency and not after the emergency ends.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting secretary of and that the foregoing Amended and Restated Bylaws constitute the Bylaws of Legacy Church. These Bylaws were duly adopted by the affirmative vote of a two-thirds (2/3) majority of the Board of Elders of the Church dated March 16, 2007.
Jeffrey A Easley, President of Board of Elders
_________________________________________, Vice President of Board of Elders
_________________________________________, Secretary of Board of Elders
_________________________________________, Treasurer of Board of Elders
Bylaws Page 18
Jeffrey A. Easley, Senior Pastor
1979 Lake Rockaway Rd. Conyers GA. 30012