BY-LAWS
Of
GOD’S
CHURCH
A
California Non-profit Religious Corporation
PREAMBLE
We
whose name appear upon the membership of this
church, in order to establish and maintain a place
among the people of God for the worship of Him,
our Heavenly Father, do hereby recognize ourselves
as a sovereign local church.
We desire to provide for Christian
fellowship of those of like precious faith, where
the Holy spirit may be honored according to our
distinctive testimony; to assume our share of
responsibility and the privilege of propagating
the gospel of Jesus Christ by all available means,
both at home and in foreign lands; and for this
purpose we do adopt the following articles of
church order and submit ourselves to be governed
by them.
ARTICLE
1
NAME AND LOCATION OF OFFICES
The
name of this corporation is God’s Church.
It is a California nonprofit religious
corporation with its principal offices in Los
Angeles, California.
ARTICLE
2
PREROGATIVES
Section 1. Government
This
church shall have the right to govern itself
according to the standards of the New Testament
scriptures, “endeavoring to keep the unity of
the Spirit in the bond of peace of the stature of
the fullness of Christ.”
(Ephesians 4:3-13)
Section 2:
Church Policy
This
church shall implement its Christianity
commissioned by the further prerogatives:
(a)
To administer the regular ordinances
defined in Article 5 of these By-laws;
(b)
To establish and maintain such departments,
institutions and service within the Church for the
propagation of the gospel and its work embraced by
the purposes of the Corporation.
(c)
To examine candidates for the ministry and
to license and ordain those who shall have been
approved by the Pastors and Elders of this church,
according to standards set forth by the New
Testament;
(d)
To examine candidates and appoint
missionaries and to endorse and support missionary
programs according to standards set forth by the
New Testament;
(e)
To establish other churches, church
schools, and missions both at home and abroad
according to standards set forth by the New
Testament;
(f)
To designate its own officers, to appoint
committees, to arrange for its own meetings, and
to govern itself in accordance with these By-laws;
and
(g)
To establish and define policy by which it
shall be governed.
Section
3.
Ownership and Disposition of Assets.
In
connection therewith, or incidental thereto, this
church shall have the right to purchase or acquire
by gift, bequest or otherwise, either directly or
as trustee, and to own, hold in trust, use, sell,
convey, mortgage, lease or otherwise dispose of
any real or personal property as may be necessary
for the furtherance of its purposes, all in
accordance with these By-laws.
ARTICLE 3
ASSOCIATION
While
maintaining its inherent rights to sovereignty in
the conduct of its own affairs, this church shall
voluntarily enter into spiritual fellowship with
all churches of like precious faith.
ARTICLE 4
TENETS OF FAITH
This
church accepts the Holy Scriptures as the revealed
will of God, the all-sufficient rule for faith and
practice, and for the purpose of maintaining
general unity, adopts the following statement of
fundamental truths:
We
believe the Holy Bible to be the inspired and only
infallible and authoritative Word of God.
We believe that there is one God, eternally
existent in three persons:
God the Father, God the Son, and God the
Holy Spirit.
We believe in the deity of our Lord Jesus
Christ, in His virgin birth, in His bodily
resurrection, in His ascension to the right hand
of the Father, and in the blessed hope of His
personal visible future return to this earth to
receive to Himself His blood-bought church, that
it may be with Him forever.
We believe that the only means of being
cleansed from sin is through repentance and faith
in the precious blood of Christ. We
believe that regeneration obey the Holy Spirit is
absolutely essential for personal salvation.
We believe that the redemptive work of
Christ on the cross provides healing of the human
body in answer to believing prayer.
We believe that the baptism with the Holy
Spirit, according to Acts 2:4, with the evidence
of speaking with other tongues, is given to
believers who ask for it. We believe in the sanctifying power of the Holy Spirit by
whose indwelling the Christian is enabled to live
a holy life.
We believe in the resurrection of both the
saved and the lost, the one to everlasting life
and the other death within the Lake of Fire.
ARTICLE 5
ORDINANCES
Section
1.
Baptism.
The
ordinance of baptism by immersion in water
(Acts 8:14-16; 19:1-5) shall be administered
to all those who have repented of their sins and
who have believe on the Lord Jesus Christ to the
saving of their souls, and who give clear evidence
of their salvation. (Romans
6:3-5, Colossians 2:12)
Section
2:
The Lord’s Supper.
The
ordinance of the Lord’s Supper shall be observed
regularly as enjoined by the Scriptures.
(Luke 22:19-20, 1 Corinthians 11:23-26)
ARTICLE 6
MEMBERSHIP
Section
1.
Membership.
Membership
in this church shall be extended to all applicants
who give evidence of their faith in the Lord Jesus
Christ, who subscribe to its tenets of faith, and
who consent to be governed by its By-laws as
herein set forth.
Membership
in this corporation shall not vest in any member
any proprietary rights in the Corporation, but
shall only entitle the member to vote at meetings
of the members.
Membership shall not be assignable during a
member’s lifetime, nor shall membership vest to
any personal representative, heir, or devisee.
Section
2.
The Standard of Membership.
Individuals
must meet the following requirements in order to
be admitted to membership in this church:
(a)
a person must evidence a genuine
experience in regeneration (the new birth)
(John 1:12 – 13, 1 Peter 1:18:25);
(b)
a person must evidence a consistent
Christian life.
(Romans 6:4, 13:13-14; Ephesians
4:17-32; 5:1-2, & 15; 1 John 1:6-7);
(c)
a person must fully subscribe to the tenets
of faith as set forth in Article 4 of these
By-laws;
(d)
a person must be willing to contribute
regularly to the support of the church according
to his or her ability; and
(e)
a person must complete the New Members
class.
Section
3.
Active (Voting) Membership.
All
active members of the church who are 18 years of
age or over, who are not under charges of
violation of discipline, and who have been on the
active membership roll for a period of one year or
more shall constitute the legal voting membership
of this church.
The Pastor and his wife shall be considered
active voting members of the church.
For
purposes of Article 9, Section 5, and active
member is defined as a member who attends
regularly (no fewer than 40 services per year) and
who is a regular giver of tithes and offerings.
Section
4.
Reception of Active Members.
Persons who desire to become members of the church
shall make application to the church and complete
the New Members class.
All applicants who have met the membership
requirements shall be received into the church
publicly at any of the services of the church and
their names shall be inscribed on the membership
roll.
Section
5.
Associated (Non-Voting) Members.
The
spiritual fellowship of this church may be
extended to person in the following categories:
(a)
Persons who are under training in the
doctrine and practices of the church, but who have
not yet qualified as active members.
(b)
Active members, who move from the area, yet
wish to maintain their relationship with the
church must attend the New Members class upon
their return to the area.
The Right Hand of Fellowship is not
required.
(c)
Ordained ministers who wish to fellowship
with this church who are recommended by the Pastor
and approved by the Board of Directors, and all
Christian workers, ministers, and missionaries
ordained by official action of this church as
prescribed in these By-laws.
Associate
members shall be extended the full spiritual
fellowship of the church, but shall have no voice
in the government of the church.
Section
6.
Discipline.
Enrolled
members of the church may become proper subjects
for discipline in the following ways:
(a)
promotion of discord, or lack of harmony
with the teaching and ministries of the church,
and/or
(b)
falling into sinful and worldly practices.
In such cases, the Pastor,
the Elders, or their designees shall meet with the
member to ascertain the facts of the case and
shall endeavor to restore the member to spiritual
fellowship. Where
restoration to fellowship or other definite
solution is not achieved, the Pastor and the
Elders shall bring charges against the member in
writing to the Board of Directors.
A person under charges shall be ineligible
for voting privileges or service in any auxiliary
of the church until his or her case is heard and
acted upon by the Board of Directors.
Notice of the hearing and a statement of
charges shall be served upon the member, who may
be present at a hearing of the Board of Directors,
who may offer evidence upon his or her behalf, who
may confront and cross-examine any witnesses, and
who may be represented by counsel at his or her
own expense.
Section
7.
Resignation or Removal of Member.
Membership
of any member shall cease upon his or her death or
resignation, or upon the determination by the
Board of Directors after charges are brought in
writing pursuant to Section 6 of this Article that
said member is spiritually disqualified.
In the event a majority of the Board of
Directors determines that dismissal is required,
the charged member shall be notified in writing by
the Board of Directors in a notice signed by the
Secretary.
The action of the Board is final, and there
shall be no appeal to any court from this action.
Section
8.
Place of Meeting.
Notwithstanding
anything to the contrary in these By-laws, any
meeting of this corporation may be held at any
place, whether regular, special, or adjourned,
within or without the State of California, which
has been designated therefore by the Board of
Directors.
Section
9.
Annual Progress Report.
The
annual progress report of the church, which may
also be referred to as the annual meeting of the
members, shall be held at the principal office of
the Corporation (as the same shall be from time to
time designated in the minutes of the Board of
Directors) within the first three months of each
year.
At said regular annual meeting, the members
shall consider reports of the affairs of the
Corporation and transact such other business as
may properly be brought before the meeting,
including but not limited to the election of the
Board of Directors of the Corporation to server
until their successors are elected and qualified.
Notice of the annual progress report shall
be given verbally to the church members at the
morning worship services at least two weekends
immediately preceding the scheduled date of the
meeting, which meeting may take place any day in
the week thereafter.
Section
10.
Special Meetings.
Special
meetings of the members may be called at any time
by the President, any Vice President, the
Secretary, or by two or more members of the Board
of Directors.
Section
11:
Notice of Special Meetings.
Notice
of special meetings of members shall be made
verbally to the church members at the morning
worship service at least one weekend immediately
preceding the scheduled date of the meeting, which
meeting may take place any day in the week
thereafter.
Notice
of any meeting of members shall specify the place,
the day and the hour of meeting, and in case of a
special meeting, as provided by the Corporations
Code of California, the general nature of the
business to be transacted.
Section
12. Quorum.
At
all meetings of the members, whether regular,
special or adjourned, the presence in person or by
proxy of those members who attend shall constitute
a quorum for the transaction of business.
Section
13. Special/Adjourned
Meetings.
Any
business that might be done at a regular meeting
of the members may be done at a special or at an
adjourned meeting.
No notice need be given of any adjourned
meeting.
Section
14. Waiver
and Consent.
The
transaction of any meeting of members, however
called or noticed, shall be as valid as any
meeting duly held after regular call and notice,
and if either before or after the meeting each of
the members not present in person signs a written
waiver of notice or a consent to the holding of
such meeting, or an approval of the minutes
thereof.
Any
action, which may be taken at a meeting of the
members, may be taken without a meeting if
authorized by a writing signed by all the members
who would be entitled to vote at a meeting for
such purpose, and filed with Secretary of the
Corporation.
Section 15.
Voting Rights.
Every member entitled to vote shall be entitled to
cast one vote for each matter submitted to a vote
of the members.
A member may not cumulate votes for the
election of the Board of Directors.
The affirmative vote of a majority of the
voting power represented the meeting, entitled to
vote and voting on any matter, shall be the act of
the members.
Section
16.
Absentee Ballots.
Absentee
ballots, for the election of the Board of
Directors, shall be accepted from members who
cannot be present, provided the church office in
advance of the election receives them.
ARTICLE 7
DIRECTORS
Section
1. Powers.
Subject
to limitations of the Articles and these By-laws
and of pertinent restrictions of the Corporations
Code of the State of California, all of the
activities and affairs of the Corporation, both
spiritual and temporal, shall be exercised by or
under the direction of the Board.
Without prejudice to such general powers,
but subject to the same limitations, it is hereby
expressly declared that the Board shall have the
following powers in addition to the other powers
enumerated in these By-laws:
(a)
To select and remove all the officers,
agents, and employees of the Corporation,
prescribe such duties for them as may not be
inconsistent with the law, with the Articles of
Incorporation, or with these By-laws, fix the
terms of their offices and their compensation.
(b)
To make such disbursements from the funds
and properties of the Corporation as are required
to fulfill the purposes of this corporation as are
more fully set out in the Articles of
Incorporation thereof, and generally to conduct,
manage and control the activities and affairs of
the Corporation and to make such rules and
regulations therefore not inconsistent with law,
with the Articles of Incorporation or with these
By-laws, as they may deem best.
(c)
To adopt, make and use a corporate seal and
to alter the form of such seal from time to time,
as they may deem best.
(d)
To borrow money and incur indebtedness for
the purposes of the Corporation and to cause to be
executed and delivered therefore, in the corporate
name, promissory notes, bonds, debentures, deeds
of trusts, mortgages, pledges, hypothecations, and
or other evidences of debt and securities
therefore.
(e)
To annually review the Pastor’s salary
and to confer with the Pastor regarding his annual
vacation schedule.
(f)
To sell, convey, mortgage, lease or
otherwise dispose of any real or personal property
as may be necessary for the furtherance of its
purposes, all in accordance with these By-laws,
subject to the provisions of Section 3 of Article
13.
(g)
To provide an annual audit of the
church’s accounts in advance of the annual
progress report.
Section
2. Number
of Directors.
The
Board of Directors of the Corporation shall
consist of the Directors who shall sit as the
Board of Directors.
Section
3. Responsibilities of Elders.
The
overall spiritual oversight of the church shall be
implemented by the Elders under the direction of
the Pastor. They
shall be available to assist the Pastor and serve
the congregation in any of the multiple tasks
which comprise spiritual oversight and ministry of
the church, said tasks to be assigned by the
Pastor and to represent an extension by ordination
and delegation of the Pastor’s own spiritual
responsibilities.
Section
4. Selection and Tenure of Office.
(a)
Pastor:
The Pastor shall serve for an indefinite
period of time, until he resigns or is removed
pursuant to Section 5 of Article 9 of these
By-laws.
(b)
Elders:
The Elders shall be chosen by the Pastor
and shall serve at the pleasure of the Pastor.
(c)
Deacons:
Election of Deacons shall take place at an
annual meeting of the members.
One-half of the Deacons shall serve for a
term of three years and one-half of the Deacons
shall serve for a term of six years.
Each Deacon shall serve until a successor
has been elected and qualified.
If any such annual meeting is not held, or
the Deacons are not elected thereat, the Deacons
may be elected at any special meeting of members
held for that purpose.
Deacons may serve consecutive terms, if
nominated and elected.
Section
5. Nominations and Qualifications.
(a)
Nomination Committee:
The Nominating Committee shall consist of
the Pastor, one Deacon chosen by the Deacons, and
one Elder chosen by the Elders.
The committee shall receive names of
prospective Deacons from the active membership of
the church, and shall ascertain their
qualifications for office and willingness to
serve.
The nominating committee shall be
authorized to add additional qualified names as
deemed advisable to provide a sufficient number of
nominees. Thereafter,
the Nominating Committee shall, by majority vote,
indicate its choice of at least two qualified
candidates for each elective office and shall
display the list of candidates publicly in the
church at least two weeks prior to the annual
business meeting.
The Nominating Committee shall cause to be
prepared ballots for each elective office in
advance of the meeting.
(b)
Elders:
As in the Book of Acts, Chapter 13, verse
2, after much prayer and seeking of guidance from
God, the Elders shall be selected by the Pastor,
and shall serve, from time to time, at the
pleasure of the Pastor.
(c)
Qualifications:
Each member of the Board shall;
(1)
be a born again Christian,
(2)
have been a member of God’s Church for at
least one year;
(3)
have received the baptism with the Holy
Spirit according to Acts 2:4;
(4)
posses the qualifications stated in Acts
6:3 and I Timothy 3:8-13; and
(5)
be consistent tithers to the church as
required by Malachi 3:10.
In addition, each
candidate for the office of Elder or Deacon must
meet any other specific scriptural requirements
for Elders or Deacons.
Section
6. Vacancies.
(a)
Pastor:
When a vacancy in the pastorate shall
occur, the Board shall arrange a supply ministry
until a new Pastor can be chosen.
The Elders shall be responsible for
evaluating the qualifications of candidates for
the position of Pastor.
After one or more candidates are determined
to be qualified, the Board shall determine whether
any other proposed candidates should be nominated
for the office.
When a majority o the Board agrees on a
qualified candidate, he shall be recommended to
the church for approval.
The members, at a regular or special
meeting called for this purpose, shall elect the
Pastor by secret ballot.
A two-thirds majority of all votes cast
shall be necessary to constitute and election.
(b)
Deacons:
Subject to the provision of Section 9226 of
the California Nonprofit Religious Corporation
Law, any deacon may resign effective upon giving
written notice to the Chairman of the Board of the
Secretary, unless the notice specifies a later
time for the effectiveness of such resignation.
If
the resignation is to take effect at some future
time, a successor may be selected before such
time, to take office when the resignation becomes
effective.
Vacancies
of Deacons in the Board shall be filled by the
Pastor with the approval of a majority of the
remaining Deacons, although less than a quorum, or
by a sole remaining Deacon.
Each Deacon so elected shall hold office
until the expiration of the term of the replaced
Deacon and until a successor has been names and
qualified.
In
the event the remaining Deacons are unable to
agree upon the selection of a deacon to fill a
vacancy, the Chairman of the Board shall have the
authority to cast the deciding ballot.
A
vacancy or vacancies in the Board shall be deemed
to exist in case of the death, resignation or
removal of any Deacon, or if the authorized number
of Deacons be increased.
The
Board may declare vacant the office of a Deacon
who has been declared of unsound mind by a final
order or judgment of any court to have breached
any duty arising under the California Nonprofit
Religious Corporations Law.
No
reduction of the authorized number of Deacons
shall have the effect of removing any Deacon prior
to the expiration of the Deacon’s term of
office.
Section
7. Removal
of Directors.
Any
director may be removed from office if he or she
becomes physically incapacitated, spiritually
unqualified, or his or her inability to serve is
established in the minds of the Pastor and a
majority of the other directors.
Grounds for such a finding include but are
not limited to:
(a)
unscriptural conduct:
(b)
doctrinal departure from the tenets of
faith;
(c)
incompetence in office; or
(d)
any other good and sufficient grounds.
Notice
of the hearing of the Board of Directors and a
statement of the charges shall be served upon the
Board member, who may be present at the hearing,
who may offer evidence upon his behalf, who may
confront and cross-examine any witnesses, and who
may be represented by counsel at his own expense.
In the event that the majority of the Board
of Directors determines that removal is required,
the charged member shall be notified in writing by
the Board of Directors in a notice signed by the
Secretary. The
decision of the Board shall be final, and there
shall be no appeal to any court from this
decision.
Section
8. Place
of Meeting.
Notwithstanding
anything to the contrary provided in these
By-laws, any meeting (whether regular, special or
adjourned) the Board of Directors may be held at
anyplace within or without the State of
California, which has been heretofore designated
for that purpose by resolution of the Board of
Directors or by the written consent of all the
members of the Board.
Section
9. Regular
Meetings.
Regular
meetings of the Board shall be held without call
or notice on the third Thursday of each month at
5:00 p.m., or as otherwise determined by the
Board.
Section
10. Special
Meetings.
Special
meetings of the Board of Directors may be called
at any time by the Chairman of the Board, by the
President, by any Vice President, by the
Secretary, or by two or more of the directors.
Section
11. Notice
of Special Meetings.
Special
meeting of the Board may be held upon four days
notice by first class mail, or upon 48-hour notice
when given personally or by telephone, telegraph,
or other similar means of communication.
Any such notice shall be addressed or
delivered to each director at such director’s
address as is shown upon the records of the
Corporation or as may have been given to the
Corporation by the director for such purpose of
notice, or, if such address is not shown on such
records or is not readily ascertainable, at the
place at which the meetings of the Board of
Directors are regularly held.
Section
12. Quorum.
A
majority of the authorized number of voting
directors shall constitute a quorum except when a
vacancy or vacancies prevents such majority,
whereupon a majority of the voting directors in
office shall constitute a quorum, provided such
majority shall constitute either one-third of the
authorized number of directors or at least two
directors, whichever is larger, or unless the
authorized number of the Board of Directors is
only one. Except
as the Articles of Incorporation, these By-laws,
and the California Nonprofit Religious Corporation
Law may provide, the act or decision done or made
by a majority of the Board of Directors present at
a meeting duly held at which a quorum is present
shall be the act of the Board of Directors.
Section
13. Participation
in meetings by Conference Telephone.
Members
of the Board may participate in a meeting through
use of conference telephone or similar
communications equipment, so long as all members
participating in such meeting can hear one
another.
Section
14. Waiver
of Notice.
Notice
of a meeting need not be given to any director who
signs a waiver of notice or a written consent to
holding the meeting or an approval of the minutes
thereof, whether before or after the meeting, or
who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice
to such director. All such waivers, consents and approvals shall be filed with
the corporate records or made a part of the
minutes of the meetings.
Section
15. Adjournment.
A
majority of the Board of Directors present may
adjourn any board of Directors’ meeting to
another time and place.
Notice of the time and place of holding an
adjourned meeting need not be given to absent
directors if the time and place be fixed at the
meeting adjourned, except that if the meeting is
adjourned for more than 48 hours, notice of any
adjournment to another time or place shall be
given prior to the time of the adjourned meeting
to the directors who were not present at the time
of the adjournment.
Section
16. Action
Without Meeting.
Any
action required or permitted to be taken by the
Board may be taken without a meeting if all
members of the Board shall individually or
collectively consent of such action. Such consent or consents shall have the same effect as a
unanimous vote of the board and shall be filed
with the minutes of proceedings of the Board.
Section
17. Committees.
Committees
of the Board may be appointed by resolution passed
by a majority of the whole Board. Committees shall be composed of two or more members of the
Board, and shall have powers of the Board as may
be expressly delegated to it by resolution of the
Board of Directors, except with respect to:
(a)
the approval of any action for which the
California Nonprofit Religious Corporation Law
also requires member’s approval;
(b)
the filing of vacancies on the Board on any
committee;
(c)
the fixing of compensation of the directors
for serving on the Board of on any committee;
(d)
the amendment or repeal of any resolution
of the Board which by its express terms are not so
amendable or repeal able;
(e)
the appointment of any self-dealing
transaction, as such transactions are defined in
Section 9243(a) of the California Nonprofit
Religious Corporation Law.
Any
such committee may be designated an executive
committee or by such other name as the Board shall
specify. The
Board shall have the power to prescribe the manner
in which its proceedings shall be conducted.
Unless the Board or such committee shall
otherwise provide, the regular and special
meetings and other actions of any such committee
shall be governed by the provisions of this
Article applicable to meetings and actions of the
Board. Minutes
shall be kept of each meeting of each committee.
Section
18. Fees
and compensation.
Directors
(as such) shall not receive any stated or fixed
salary for their services, but may receive a
reasonable allowance for personal services
actually rendered pursuant to resolution passed by
a majority vote at any regular or special meeting
of the members provided that nothing herein
contained shall be construed to preclude any
directors from serving the Corporation in any
other capacity and receiving compensation
therefore.
ARTICLE 8
OFFICERS
Section 1. Officers
The officers of the Corporation shall be the
President, the Secretary, and the Treasurer.
The Corporation may also have at the
discretion of the Board of Directors, one or more
Vice Presidents, one or more Assistant Secretaries
and such other officers as may be appointed in
accordance with the provisions of Section 3 of
this Article.
One person may hold two or more offices,
except that neither the Secretary nor the
Treasurer may serve concurrently as the President.
Section 2. Election.
The officers of the Corporation, except such officers
as may be appointed in accordance with the
provisions of Section 3 or Section 5 of this
article, shall serve at the pleasure of the Board
of Directors, subject to the rights, if any, of an
officer under any contract of employment, with the
provision that the Pastor shall hold the office of
President, unless otherwise determined by the
Board of Directors.
Each officer shall hold his or her office
until he or she shall resign, be removed, or
become otherwise disqualified to serve, or until
his or her successor shall be elected and
qualified.
Section 3. Subordinate
Officers.
The Board of Directors or the President may appoint
such other officers as the business of the
Corporation may require, each of whom shall hold
office for such period, have such authority, and
perform such duties as are provided in the By-laws
or as the Board of Directors may from time to time
determine.
Section 4. Removal
and Resignation.
Any officer may be removed, either with or without
cause, by a majority of the Board of Directors at
the time in office, at any regular or special
meeting of the Board, or, except in case of an
officer chosen by the Board of Directors, by any
officer upon whom such power of removal may be
conferred by the Board of Directors.
Any officer may resign at any time, without prejudice
to the rights, if any, of the Corporation under
any contract to which the officer is a party, by
giving written notice to the Board of Directors,
or to the President, or to the Secretary of the
Corporation.
Any such resignation shall take effect at
the date of the receipt of such notice or at any
later time specified therein; unless otherwise
specified there, the acceptance of such
resignation shall not be necessary to make it
effective.
Section 5. Vacancies.
A vacancy in any office because of death,
resignation, removal, disqualification, or any
other cause shall be filled in the manner
prescribed in the By-laws for regular election or
appointment to such office, provided that such
vacancies shall be filled as they occur and not on
any annual basis.
Section 6. Inability
to Act.
In the cause of absence or inability to act of any
officer of the Corporation and of any person
herein authorized to act in his or her place, the
Board of Directors may from time to time delegate
the powers or duties of such officer to any other
officer, or any director or other person whom the
Board may select.
Section 7. Pastor.
The Pastor shall serve as President of the
Corporation unless otherwise determined by the
Board of Directors.
The Pastor shall be Chairman of the Board.
As Chairman, he shall preside at all
meetings of the Board of Directors.
He shall be an ex-officio member of all the
standing committees, including any executive
committees, if any, and shall have the general
powers and duties of management unusually vested
in the office of Chairman of the Board, and shall
have such other powers and duties as may be
prescribed by the Board of Directors or the
By-laws.
In addition to the above, the Pastor shall be the
spiritual overseer of the church and shall direct
all its activities.
His responsibilities shall include, but not
be limited to, the following:
(a)
He shall preside at all the services of the
church.
(b)
No person shall be invited to speak or
preach in the church without his approval.
(c)
He shall approve such special meetings and
conventions as shall be deemed advisable.
(d)
He shall report to the church at the annual
progress report meeting, as respecting the
pastoral function.
Section 8. President.
The President shall be the Chief Operating Officer of
the Corporation and shall, subject to the control
of the Board of Directors, have general
supervision, direction, and control of the
activities and officers of the Corporation.
The President shall be an ex-offcio member
of all standing committees, including any
executive committees, if any, and shall have the
general powers and duties of management usually
vested in the office of President of a
corporation, and shall have such other powers and
duties as may be prescribed by the Board of
Directors or the By-laws.
The President shall preside at all meetings
of the Board of Directors in absence of the
Chairman.
Section 9. Vice
President.
In absence of disability of the President, the Vice
President(s), in order of their rank as fixed by
the President, shall perform all the duties of the
President, and when so acting shall have all the
powers of, and be subject to, all their
restrictions upon the President.
The Vice President(s) shall have such other
powers and perform such other duties as from time
to time may be prescribed for them respectively by
the Board of Directors of the By-laws.
Section 10. Secretary.
The Secretary shall keep, or cause to be kept, a Book
of Minutes at the principle office or such other
place as the Board of Directors may order, of all
meetings of the members, the Board, and any
committees of the Board, with the time and place
of holding, whether regular or special, and if
special, ho authorized, the notice thereof given,
the names of those present at the member, Board
and committee meetings, and the proceedings
thereof.
The Secretary shall keep, or cause to be
kept, at the principal office in the State of
California the original and a copy of the
Corporation’s Articles and By-laws, as amended
to date.
The Secretary shall give or cause to be given, notice
of all meetings of the Board and any committees
thereof required by these By-laws or by law to be
given, shall keep the seal of the Corporation in
safe custody, and shall have such other powers and
perform such other duties as may be prescribed by
the Board.
Section 11. Treasurer.
The Treasurer shall be the Chief Financial Officer of
the corporation and shall keep and maintain, or
cause to be kept and maintained, adequate and
correct accounts of the properties and business
transactions of the Corporation.
The Treasurer shall deposit all monies and other
valuables in the name and to the credit of the
Corporation with such depositories as may be
designated by the Board of Directors.
Subject to the provisions of Section 1 or
Article 13, he or she shall disburse the funds of
the Corporation as may be ordered by the Board of
Directors, whenever they request it, an account of
all of his or her transactions and of the
financial condition of the Corporation, and shall
have such other powers and perform such other
duties as may be prescribed by the Board of
Directors.
Section 12. Salaries.
The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer
shall be prevented from receiving such salary by
reason of the fact that such officer is also a
director of the Corporation.
ARTICLE 9
SETTLEMENT OF DISPUTES
Section 1. Disputes Among Members
In any irreconcilable dispute arising among the Board
of Directors of the Corporations and any member of
the church pertaining to any matters of spiritual
teaching or practices, church finances or title or
property purchased with church contributions, the
dispute shall be resolved by the Board of
Directors.
Section 2. Disputes
Among Deacons.
In any irreconcilable dispute arising among the
Deacons and/or the Elders of the church pertaining
to any matters of spiritual teaching or practices,
church finances or title to property purchased
with church contributions, the dispute shall be
resolved finally by the Pastor of his designee.
Section 3. Procedure.
Any member or director involve in the dispute may
present a letter signed by him or her to the
Secretary of the Corporation listing the
grievance(s) and his or her desired action(s).
The Secretary shall notify the Pastor of
the grievance(s).
Within 30 days of receipt of such letter,
if the matter involves a member, the Pastor shall
inform the Board of Directors of the dispute and
submit it to them for resolution.
If the matter involves a dispute within the
Board itself, the Pastor shall decide the matter
himself.
Section 4. No
Appeal to Court.
The decision made by the majority of the Board of by
the Pastor shall be final, and there shall be no
appeal to any court from that decision.
Section 5. Dispute with Pastor.
If a disputer arises
concerning the Pastor, no action shall be taken
unless a majority of the Board, Deacons and
Elders, combined, agrees that such action is
necessary in order to preserve the spiritual life
and vitality of the church.
The Pastor will be presented with the determination
of the Board, Deacons, and Elders, and the Pastor
and the Board will meet and attempt to
satisfactorily resolve the matter.
This process shall be done in a
confidential manner and none of those involved
shall be free to communicate to individuals other
than Board members concerning this matter, unless
approved by two-thirds of the Board.
If no resolution can be achieved within a reasonable
period of time, the dispute will then be presented
to members of the church.
All communications made to members of the
church concerning such a dispute shall be
presented in as fair and objective a manner as
possible.
Notice of the hearing of the members and a statement
of the charges shall be served upon the Pastor,
who may be present at the hearing, who may offer
evidence upon his behalf, who may confront and
cross-examine any witnesses, and who may be
represented by counsel at his own expense.
Upon a vote of two-thirds of all active members of
the church, the Pastor may be removed.
There shall be no appeal to any court from
that decision.
An active member is defined as a member who
attends regularly (no fewer than 40 services per
year), and who is regular giver of tithes and
offerings.
ARTICLE 10
INDEMNIFICATION OF AGENTS
OF THE CORPORATIONS
Section 1. Definitions.
For purposes of this section,
“agent” means any
person who is or was a director, officer, employee
or other agent of this Corporation, or is or was
serving at the request of this Corporation as a
director, officer, employee or agent of another
foreign or domestic corporation, partnership,
joint venture, trust or other enterprise, or was a
director, officer, employee or agent of a
corporation of this Corporation or of another
enterprise at the request of such predecessor
corporation:
“proceeding” means any threatened,
pending, or completed action or proceeding,
whether civil, criminal, administrative or
investigative; and “expenses” includes,
without limitation, attorneys’ fees and any
expenses of establishing a right to
indemnification under Section 4 or 5(b) of this
article.
Section 2. Indemnification
in Actions by Third Parties.
This corporation shall have the power to indemnify
any person who was or is a party, or is threatened
to be made a party, to any proceeding (other than
an action by or in the right of this Corporation
to procure judgment in its favor, an action
brought under Section 9243 of the California
Nonprofit Religious Corporation Law, or an action
brought by the Attorney General under Section 923
thereof) by reason of the fact that such person is
or was an agent of this Corporation, against
expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in
connection with such proceeding, if such person
acted in good faith and in a manner such person
reasonably believed to be in the best interests of
the Corporation and, in the case of criminal
proceeding, has no reasonable cause to believe the
conduct of such person was unlawful.
The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself,
create a presumption that the person did not act
in good faith and in a manner which the person
reasonably believed to be in the best interest of
this Corporation or that the person and reasonable
cause to believe that the person’s conduct was
unlawful.
Section 3. Indemnification
in Actions by or in the Right of the Corporation.
This Corporation shall have the power to indemnify
any person who was or is a party, or is threatened
to be made a party, to any threatened, pending or
completed action by or in the right of this
Corporation or brought under Section 9243 of the
California Nonprofit Religious Corporation Law, or
an action brought by the Attorney General under
Section 9230 thereof, to procure a judgment in its
favor by reasons of the fact that such person is
or was an agent of this Corporation, against
expenses actually and reasonably incurred by such
person in connection with the defense or
settlement of such action if such person acted in
good faith, in a manner such person believed to be
in the best interests of this Corporation and with
such care, including reasonable inquiry, as an
ordinarily prudent person in a like position would
use under similar circumstances.
No indemnification shall be made under this
Section 3:
(a)
in respect of any claim, issued or matter
as to which such person shall have been adjudged
to be liable to this corporation in the
performance of such person’s duty to this
corporation, unless and only to the extent that
the court in which such proceeding is or was
pending shall determine, upon application, that in
view of all the circumstances of the case, such
person is fairly and reasonably entitled to
indemnity for the expenses which such court shall
determine.
(b)
Of amounts paid in settling or otherwise
disposing of a threatened or pending action, with
or without court approval; or
(c)
Of expenses incurred in defending a
threatened or pending action, which is settled or
otherwise disposed of without court approval,
unless it is settled with the approval of the
Attorney General.
Section 4. Indemnification
Against Expenses.
To the extend that an agent of this Corporation has
been successful on the merits in defense of any
proceeding referred to in Section 2 or 3 of this
Article or in defense of any claim, issue or
matter therein, the agent shall be indemnified
against expenses actually and reasonably incurred
by the agent in connection therewith.
Section 5. Required
Indemnification.
Except as provided in Section 4 of this Article,
indemnification under this Article shall be made
by this Corporation only if authorized in the
specific case, upon a determination that
indemnification of the agent is proper in the
circumstances because the agent has met the
applicable standard of conduct set forth in
Section 2 or 3 by;
(a)
a majority vote of a quorum consisting of
directors who are not parties to such proceeding;
or
(b)
the court in which such proceeding is or
wad pending, upon application made by this
Corporation or the agent, attorneys or other
person rendering services in connection withy the
defense, whether or not such application by the
agent, attorney or other person is opposed by this
Corporation.
Section 6. Advance
of Expenses.
Expenses incurred in defending any proceeding may be
advanced by this Corporation prior to the final
disposition of such proceeding upon receipt of an
undertaking by or on behalf of the agent to repay
such amount unless it shall be determined
ultimately that the agent is entitled to be
indemnified as authorized in this Article.
Section 7. Other
Indemnification.
No provision made by the Corporation to indemnify its
or its subsidiary’s Board of Directors or
officers for the defense of any proceeding,
whether contained in the Articles, By-laws, a
resolution of members or the Board of Directors,
an agreement or otherwise, shall be valid unless
consistent with this Article.
Nothing contained in this Article shall
affect any right to indemnification to which
person other than such Board of Directors and
officers a=may be entitled by contract or
otherwise.
Section 8. Forms
of Indemnification Not Permitted.
No indemnification or advance shall be made under
this Article, except as provided in Sections 4 or
5(b) in any circumstances where it appears:
(a)
that it would be inconsistent with a
provision of the Articles of Incorporation, these
By-laws, or an agreement in effect at the time of
the accrual of the alleged cause of action
asserted in the proceeding in which the expense
were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification; or
(b)
that it would be inconsistent with any
conditions expressly imposed by a court in
approving a settlement.
Section 9. Insurance.
The Corporation shall have the power to purchase and
maintain insurance on behalf of any agent of the
Corporation against any liability asserted against
or incurred by the agent in such capacity or
arising out of the agent’s status as such,
whether or not the Corporation would have the
power to indemnify the against such liability
under the provisions of this Article; provided,
however, that this Corporation shall have no power
to purchase and maintain such insurance to
indemnify any agent of the Corporation for a
violation of Section 9243 of the California
Nonprofit Religious Corporation Law.
Section 10. Nonapplicablity
to Fiduciaries of Employee Benefit Plans.
This Article does not apply to any proceeding against
any trustee, investment manager or other fiduciary
of an employee benefit plan in such person’s
capacity as such, even though such person may also
be an agent of the Corporation as defined in
Section 1 of this Article.
The Corporation shall have power to
indemnify such trustee, investment manager or
their fiduciary to the extent permitted by
subdivision (f) of Section 207 of the California
General Corporation Law.
ARTICLE 11
RECEIPT, INVESTMENT
AND DISBURSEMENT OF FUNDS
Section 1. Receipt of Assets.
The Corporation shall receive all moneys and/or other
properties transferred to it for the purposes for
which the Corporation was formed (as shown by the
Articles of Incorporation). However, nothing contained herein shall require the Board of
Directors to accept or receive any money or
property of any kind if it shall determine in its
discretion that receipt of such money or property
is contrary to the expressed purposes of the
Corporation as shown by said Articles.
Section 2. Investment
of Assets.
The Corporation shall hold, manage and disburse any
funds or properties received by it form any source
in a manner that is consistent with the expressed
purposes of this corporation.
Section 3. Disbursement
of Funds.
No disbursement of Corporation money or property
shall be made until it is first approved by the
President or Executive Vice President of the
Corporation and the Treasurer or by a majority of
the Board of Directors.
However, the Board of Directors shall have
the authority to appropriate specific sums to
fulfill the objects and purposes for which the
Corporation was formed and to direct the officers
of the Corporation from time to time to make
disbursements to implement said appropriations.
ARTICLE 12
CORPORATE RECORDS AND REPORTS
Section 1. Records.
The Corporation shall maintain adequate and correct
accounts, books and records of its business and
properties. All
such books, records and accounts shall be kept at
its principal offices of business in the State of
California, as fixed by the Board of Directors
from time to time.
Section 2. Inspection
of Books and Records.
The membership register, the books of account, and
minutes and proceeding of the members and the
Board of Directors and of executive committees of
the Board of Directors of this Corporation shall
be open to inspection upon the written demand of
any member of any reasonable time, for a
specifically stated purpose reasonably related to
his or her interests as a member, and shall be
exhibited at any time when required by the demand
of any member’s meeting.
Every director shall have the absolute right at any
reasonable time to inspect all books, records,
documents of every kind, and the physical
properties of the Corporation, and also of its
subsidiary organizations, if any.
Section 3. Certification
and Inspection of By-laws.
The original or a copy of these By-laws as amended or
otherwise altered to date, certified by the
Secretary, shall be open to inspection by the
members of the Corporation at all reasonable times
during office hours.
ARTICLE 13
MISCELLANEOUS PROVISIONS
Section 1.
Endorsement of Documents; Contracts.
All checks, drafts, demands for money and notes of
the Corporation, and all written contracts of the
Corporation shall be signed by such officer or
officers, agent or agents, as the Board of
Directors may from time to time be resolution
designate. An
authorized individual shall sign each check.
Subject to the provisions of applicable law, any
note, mortgage, evidence of indebtedness,
contract, conveyance, or other instrument in
writing and any assignment or endorsement thereof
executed or entered into between this Corporation
and any other person, when signed by the President
or any Vice President and the Secretary or any
Assistant Secretary, the Treasurer or any
Assistant Treasurer of this Corporation shall be
valid and binding on this Corporation in the
absence of actual knowledge on the part of the
other person that the signing officers had no
authority to execute the same.
The Board of Directors, except as provide otherwise
in the By-laws, any authorize any officer or
officers, agent or agents, to enter into any
contract or execute any instrument in the name of
and on behalf of the Corporation.
Such authority may be general or confined
to specific instances.
Unless or authorized by the Board of
Directors, and except as in this Section herein
above provided, no officer, agent, or employee
shall have any power or authority to bind the
Corporation by any contract or agreement, or to
pledge its credit, or to render it liable for any
purpose or to any amount.
Section 2. Representation
of Shares of Other Corporations.
The President or any other officer or officers
authorized by the Board or the President are each
authorized to vote, represent and exercise on
behalf of the Corporation all rights incident or
any and all shares of any other corporation or
corporations standing in the name of the
Corporation.
The authority herein granted may be
exercised either by any such officer in person or
by any other person authorized to do so in proxy
or power of attorney duly executed by said
officer.
Section 3. Sale
of Assets.
The church shall not sell
or otherwise transfer title to a substantial
portion of the assets of the Corporation unless
said transfer is first authorized by at least
two-thirds of the members present at a duly called
and noticed meeting of members.
Section 4. Construction
and Definitions.
Unless the context otherwise requires, the general
provisions, rules of construction and definitions
contained in the General Provisions of the
California Nonprofit Corporation Law and in the
California Nonprofit Religious Corporation Law
shall govern the construction of these By-laws.
Section 5. Amendments.
These By-laws may be amended by repeal and new and
additional By-laws may be made from time to time
at any time by a two-thirds vote of the members in
attendance at a regular or special meeting called
for that purpose, provided due notice of the
proposed change has been given verbally to the
church members at the morning weekend worship
services at least two weekends immediately
preceding the scheduled date of the meeting, which
meeting may be held any day in the week
thereafter. Subject to the right of the members to amend or repeal, these
By-laws (other than a By-law or amendment thereof
changing the authorized number of directors) may
be amended or repealed by the Board of Directors
in the exercise of the power granted to said Board
of Directors.
Section 6. Record
of Amendments.
Whenever an amendment or new By-law is adopted, it
shall be copied in the Book of By-laws with the
original By-laws, in the appropriate place.
If any By-law is repealed, the fact of
repeal, with the date of the meeting at which the
repeal was enacted or written assent was filed,
shall be stated in said Book.
ARTICLE 14
DISSOLUTION
Upon dissolution of this Corporation, the Board of
Directors shall cause the assets herein to be
distributed to another corporation with purposes
similar to that identified in the Articles of
Incorporation, and the Preamble, Article 2, and
Article 4 of these By-laws.
CONCLUDING
PROVISIONS
I, the undersigned, being the Secretary of God’s
Church, do hereby certify that the above By-laws
were adopted as the By-laws hereof, by Board of
Directors of said Corporation in a regularly
called meeting on November 17, 2001, and by the
members of said Corporation in a regularly called
meeting on that same day.
Said By-laws are, as of the date of this
certification, the duly adopted and existing
By-laws of this Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this
17 day of November, 2001.