AMENDED AND RESTATEDBYLAWS OF
CHURCH NAME
These Amended and Restated Bylaws (hereinafter referred to as "these Bylaws")governthe affairs of CHURCH NAME, an Alabama religious nonprofit corporation (the"Church" or "Corporation"). The Church is organized under Title 1OA, Chapter 3 of the AlabamaNonprofit Corporation Law, as amended (hereinafter referred to as the "Law") and recognizedunderfederallawashavingchurchstatus.TheseBylawsamendandrestate,initsentirety,the previous Bylaws of the Church, asamended.
ARTICLE1
NAME AND PRINCIPALOFFICE
The name of this religious nonprofit organization is CHURCH NAME.Theprincipal office of the Church in the State of Alabama shall be located at CHURCH ADDRESS. The Board of Directors of theChurch,hereinafter referred to as the "Trustees," shall have full power and authority to change anyofficefrom one location to another, either in Birmingham, Alabama or elsewhere. The Churchshallcomply with the requirements of the Law and maintain a registered office and registered agentinAlabama. The registered office may be, but need not be, identical to the Church’s principaloffice in Alabama. The Trustees may change the registered office and the registered agentasprovided in theLaw.
ARTICLE2STATEMENT OFFAITH
ThisChurchacceptstheBibleastherevealedwillofGod,theall-sufficientruleoffaithandpractice,andforthepurposeofmaintaininggeneralunityofstatementsoffaith.
2.1 The Scriptures Inspired. The Scriptures both Old and New Testament aretheinspired,infalliblerevelationofGodtomanandtheauthorityoffaithandconduct.
2.2The One True God. The one true God has revealed Himself as the "I AM,"theCreator, and Redeemer ofmankind.
2.3The Deity of Jesus. The Lord Jesus Christ is the eternal Son of God.TheScriptures declare His virgin birth, sinless life, miracles, death and resurrection, and ascensionto the right hand ofGod.
2.4The Salvation of Man. Man's only hope is through the shed blood of JesusChrist. Salvation is by faith through grace and demonstrated inrepentance.
2.5Ordinances of theChurch.
(a)Water Baptism. In the name of the Father, Son, and Holy Ghost andbyfullimmersion.
(b)Holy Communion. The Lord's Supper consisting of the Body andBloodrepresented in the fruit of the vine andbread.
2.6The Baptism of the Holy Spirit. According to Acts 1:8 and Acts 2:4 with oneof the signs being speaking in other tongues along with othergifts.
God.
2.7Sanctification. The act of separation from that which is evil, and dedication unto
2.8The Church and Its Mission. The church is the representative of Jesus on earthand is to carry out the GreatCommission.
2.9The Ministry. A divinely called and scripturally ordained minister hasbeenprovided by God to lead the church in evangelization, worship, building the body, andgeneralleadership of thechurch.
2.10Divine Healing. Is provided for today by the Scriptures and included intheatonement for oursins.
Christ.
2.11The Blessed Hope. The resurrection of the just is the blessed hope of the bodyof
2.12The Millennial Reign. The second coming of Christ includes the rapture andareturn to earth by Christ with His saints for a thousand yearreign.
judged.
2.13The Final Judgment. There will be a final judgment at which all men willbe
2.14The New Heaven and Earth. All of God's children will reign forever in anewheaven and a newearth.
2.15Statement of Marriage. We believe that because God our Creatorestablishedmarriage as a sacred institution between one man and one woman, the idea that marriage isacovenantonlybetweenonemanandonewomanhasbeenthetraditionaldefinitionofmarriagefor all of human history ("Traditional Definition of Marriage"). Because of thelongstandingimportance of the Traditional Definition of Marriage to humans and their relationshipsandcommunities, and, most importantly, the fact that God has ordained that marriage bebetweenone man and one woman, as clearly conveyed in God's inerrant Scriptures, including for exampleinMatthew19:4-6whereinspeakingaboutmarriageJesusreferredtothefactthat"hewhich made them at the beginning made them male and female," the Church hereby createsthis policy, which shall be known as the "MarriagePolicy."
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UnderthisChurch'sMarriagePolicy,theTraditionalDefinitionofMarriageistheonlydefinition of marriage that will be recognized or accepted. No elder, officer, employee,servant,agent, or any person, corporation, organization, or entity under the direction or control ofthisChurch shall commit any act or omission, or make any decision whatever, that wouldbeinconsistentwith,orthatcouldbeperceivedbyanypersontobeinconsistentwith,fullsupportofthisChurch'sMarriagePolicyandstrictadherencetotheTraditionalDefinitionofMarriageratherthananyalternativetotheTraditionalDefinitionofMarriage.
This Church's Marriage Policy specifically prohibits acts or omissions including butnotlimited to permitting any Church assets or property, whether real property, personalproperty,intangible property, or any property or asset of any kind that is subject to the direction orcontrolof the Church, to be used in any manner that would be or could be perceived by any person tobeinconsistent with this Church's Marriage Policy or the Traditional Definition ofMarriage,including but not limited to permitting any church facilities to be used by anyperson,organization, corporation, or group that would or might use such facilities toconvey,intentionally or by implication, what might be perceived as a favorable impression aboutanydefinition of marriage other than the Traditional Definition ofMarriage.
We believe this Church's Marriage Policy is based upon God's will for human lifeasconveyed to us through the Holy Scriptures, upon which this Church has been foundedandanchored, and this Marriage Policy shall not be subject to change through popularvote;referendum;prevailingopinionofmembersorthegeneralpublic;influenceoforinterpretationby any government authority, agency, or official action; or legal developments on the local,state,or federallevel.
ARTICLE3GENERALPROVISIONS
3.1Autonomy.
The Church is autonomous and maintains the right to govern its own affairs,independentof any denominational control. Recognizing, however, the benefits of cooperation withotherChurches in world missions and otherwise, this Church may voluntarily affiliate withanyChurches of like preciousfaith.
3.2Purposes.
The Church is formed for any lawful purpose or purposes not expressly prohibitedunderthe Law. The Church is organized and shall be operated exclusively for religious, charitableandeducationalpurposeswithinthemeaningofSection501(c)(3)oftheInternalRevenueCodeof 1986, as amended. Notwithstanding the foregoing, the Church's purposes also includethe limited participation of the Church in any other activities, including taxable activities, but onlyto the extent the activities would be permitted by a tax-exempt organization. More particularly,butwithout limitation, the purposes of this Church are to:
•Minister the Word ofGod;
•Conduct regular religious worship services through various forms ofministries;
•Promote and encourage, through ministries of the Church, cooperation withotherorganizations ministering within thecommunity;
•Spread the Word of the Gospel by ministering to all through seminars,radio,television, and other forms of massmedia;
•Conduct a local and international Church by the direction of the Lord JesusChristandundertheleadershipoftheHolySpiritinaccordancewithalltheprovisionsas set forth in theBible;
•Maintain local Church and missionary facilities to propagate the gospel ofJesusChrist both at home and in foreign lands and to support and sendmissionariesthroughout theworld;
•Conduct a school for ministers andleaders;
•License and ordain qualified individuals including graduates ofministerialschools;
•To collect and disburse any and all necessary funds for the maintenance oftheChurch and the accomplishment its purpose within the State of Alabamaandelsewhere around the world;and
•To make distributions to organizations that qualify as exempt organizationsunderSection 501(c)(3) of the Internal Revenue Code of 1986 as amended.
The Church is also organized to promote, encourage, and foster any othersimilarreligious, charitable and educational activities; to accept, hold, invest, reinvest andadministerany gifts, legacies, bequests, devises, funds, and property of any sort or nature, and touse,expend,ordonatetheincomeorprincipalthereoffor,andtodevotethesameto,theforegoingpurposesoftheChurch;andtodoanyandalllawfulactsandthingswhichmaybenecessary,useful, suitable, or proper for the furtherance of accomplishment of the purposes of thisChurch.Provided, however, no act may be performed which would violate Section 501(c)(3) ofthe Internal Revenue Code of 1986, as it now exists or as it may hereafter beamended.
3.3Powers andRestrictions.
Except as otherwise provided in these Bylaws and in order to carry out theabove-statedpurposes,theChurchshallhaveallthosepowerssetforthintheLaw,asitnowexistsorasitmay hereafter be amended. Moreover, the Church shall have all implied powers necessaryandpropertocarryoutitsexpresspowers.ThepowersoftheChurchtopromotethepurposessetout above are limited and restricted in the followingmanner:
(a)The Church shall not pay dividends and no part of the net earnings of theChurchshall inure to the benefit of or be distributable to its organizers, trustees, officers or otherprivatepersons, except that the Church shall be authorized and empowered to make paymentsanddistributions (including reasonable compensation for services rendered to or for the Church)infurtherance of its purposes as set forth in the Articles of Incorporation and these Bylaws.Nosubstantial part of the activities of the Church shall be the carrying on of propaganda,orotherwise attempting to influence legislation, and the Church shall not participate in, orintervenein (including the publication or distribution of statements) any political campaign on behalfof any candidate for public office. Notwithstanding any other provisions of the Articlesof
Incorporation or these Bylaws, the Church shall not carry on any other activities not permittedtobe carried on by (i) a Corporation exempt from Federal Income Tax under Section 501(c)(3)ofthe Internal Revenue Code of 1986, as amended, or corresponding provisions of anysubsequentfederal tax laws, or (ii) a Corporation, contributions to which are deductible underSection170(c)(2) of the Internal Revenue Code of 1986, as amended, or corresponding provisions ofanysubsequent federal taxlaws.
(b)IntheeventthisChurchisinanyoneyeara"privatefoundation"asdefinedbySection 509(a) of the Internal Revenue Code of 1986, as amended, or correspondingprovisionsofanysubsequentfederaltaxlaws,itshallberequiredtodistributeitsincomeforsuch taxableyear at such time and in such manner as not to subject the foundation to taxation underSection4942 of the Internal Revenue Code of 1986, as amended, or corresponding provisions ofanysubsequent federal tax laws; and further shall be prohibited from: (i) any act of "self-dealing"asdefined in Section 4941(d) of the Internal Revenue Code of 1986, as amended, orcorrespondingprovisions of any subsequent federal tax laws; (ii) retaining any "excess business holdings"asdefined by Section 4943(c) of the Internal Revenue Code of 1986, as amended, orcorrespondingprovisions of any subsequent federal tax laws; (iii) making any investments in such manner astosubjectthefoundationtotaxationunderSection4944oftheInternalRevenueCodeof1986,asamended, or corresponding provisions any subsequent federal tax laws; or (iv) making ataxableexpendituresasdefinedinSection4945(d)oftheinternal RevenueCodeof1986,asamended,orcorresponding provisions of any subsequent federal taxlaws.
(c)TheChurchshallnotacceptanygiftorgrantifthegiftorgrantcontainsmajorconditionsthatwouldrestrictorviolateanyoftheChurch'sreligious,charitableoreducationalpurposesorifthegiftorgrantwouldrequireservingaprivateasopposed toapublicinterest.
ARTICLE4
GOVERNING BODY
The Church is operated as a Corporation in accordance with Title 1OA, Chapter 3 oftheAlabama Nonprofit Corporation Law and, subject to the Law, its Articles of IncorporationandtheseBylaws.TheChurchisgovernedbyitsBoardofDirectors(hereinafterreferredtoasthe"Trustees").
ARTICLE5
CHURCH MEMBERSHIP
The Church's membership is open to all who profess their faith openly in our LordJesusChrist. There shall be one class of membership (hereinafter the "Members") and theMembersshallallbepeoplewhofaithfullycontribute,throughtithesandofferings,tothefinancesoftheChurch. Membership is granted and recognized once a person has attended themembershipclass, completed and returned the financial support commitment form and demonstratedregularfinancial giving through tithes and offerings to the Church. Should one (1) year pass withoutarecord of financial contributions, membership shall be terminated by the Trustees. TheTrusteesmay, from time to time, adopt and amend the application procedures and qualificationsformembership in theChurch.
AssetforthinArticle4,thecorporategovernanceoftheChurchissolelyvestedinthe Trustees. As set forth in Article 7, plenary power to oversee the spiritual affairs and theday-today operations of the Church is vested with the Senior Pastor. As such, Members are notentitledtocastavoteinperson,byproxyorotherwisethatisbindingupontheChurch.
The Senior Pastor shall have the sole and exclusive authority to seek themembership's approval or disapproval of an action that Members would not otherwise not be entitled tovote(hereinafter a "vote of affirmation") upon. Should the Senior Pastor seek a vote ofaffirmation,theoutcomeofsuchvotecarriesnolegalweight,isnotbindingontheCorporationandisonlyintendedtogaugetheopinionoforseekmoralsupportfromthemembership.
ARTICLE6CHURCHGOVERNMENT
The Church seeks to be led by the Holy Spirit in all things. The Senior Pastor,the Trustees, the Officers, the Overseers, the Senior Pastor Leadership Team and the Membershipallhave a certain role in the Church'sgovernment.
(a)Role of the Senior Pastor: The Senior Pastor has executive and supervisorycontroloverandisultimatelyresponsibleforboththespiritualandthecorporatehealthofthe Church, including communicating the ministry vision for and overseeing theday-to-dayoperations of the Church (as described in Article7.)
(b)Role of the Trustees (Non-Staff Elders): The Trustees shall have the dutiesandresponsibilities generally associated with and exercised by a corporate board and are to servetheChurch by assuring compliance with the Church's management policies and procedures,byapproving the annual budget and other major financial commitments of the Church (asdescribedin Articles 4 and8).
(c)Role of the Officers: The Officers are to serve the Church in accordancewiththose certain roles and responsibilities as may be determined from time to time by theSeniorPastor, the Trustees, or by such persons designated by the Trustees or Senior Pastor (asdescribedin Article10).
(d)Role of the Overseers (Apostolic Elders): The Overseers shall provideapostolicoversight to the Senior Pastor and are charged with protecting the Church throughcounsel,prayer, and if required, the discipline of the Senior Pastor (as described in Article11).
(e)Role of the Senior Pastor Leadership Team (Staff Elders). The SeniorPastorLeadership Team serves in both a spiritual leadership capacity and in a staff leadershipcapacity,as the protectors and encouragers of a positive spiritual climate within the Church andasseasoned and experienced members of the pastoral team who work alongside the Senior Pastorincarrying out his directives (as described in Article12).
(f)RoleoftheMembers:TheMembersoftheChurchsupporttheSeniorPastorinfulfilling his calling; influence the spiritual tone, strength and the direction of the bodyofbelievers (as described in Article5).
ARTICLE7
THE SENIORPASTOR:
PRESIDENT AND CHIEF EXECUTIVEOFFICER
7.1The Office of the Senior Pastor: Dual and ConcurrentResponsibilities.
The Church finds its headship under the Lord Jesus Christ and in its Senior Pastor.TheSeniorPastorshallhaveplenaryauthorityoverandshallberesponsiblefordirectingalloftheministriesandspiritualactivitiesoftheChurch.Concurrently,theSeniorPastorshallserveasthe President and Chief Executive Officer of the Corporation and shall have plenaryauthorityoverandshallberesponsiblefordirectingalloftheday-to-daybusinessactivities andoperationsof theChurch.
Because the Church has two simultaneous and complimentary expressions: (1)thespiritual life of a body of believers (the Church); and (2) the corporate entity that housestheChurch'sfunctionsandactivities(theCorporation),itistheSeniorPastorthatbridgesthegapbetween these dual and concurrent expressions. The Senior Pastor, is primarily responsibleforthespirituallifeoftheChurch,andatthesametime,hemustbeinthepositiontoinsuretheChurch's corporate health and that its resources are directed toward the ministries he deemsfitand in furtherance of the Church's bestinterests.
7.2Duties and Responsibilities.
TheSeniorPastorisresponsible toleadtheChurchinaccordance withBiblicalprinciplestoaccomplishtheNewTestamentpurposesoftheChurchandhisdutiesrequirethathe:
(a)Provide Biblical vision and direction for thecongregation;
(b)Serveas theleaderof theChurchbodyofbelievers,theChurchstaff,allchurchorganizations, all Church ministries, the Trustees, and all Church Advisory Committees, withtheexception of the Independent Compensation Committee, to accomplish the NewTestamentpurposes of theChurch;
(c)Define and communicate the Church'spurpose;
(d)Administer and coordinate the day-to-day ministry to the congregationandadministration and operations of theChurch;
(e)Nominate and removeOverseers;
(f)Appoint, direct, oversee and remove Senior Pastor Leadership TeamMembers;
(g)Recognize and enlist apostolic, prophetic, evangelistic, pastoral andteachingministries, along with that of Senior Pastor Leadership Team Members and additionalstaffmembers as he deems Biblical and necessary for the healthy and balanced spiritual ministryof the body ofbelievers;
(h)Select individuals who will help to assist in the business operations oftheCorporation;
(i)Hire, direct, oversee, and terminate Church staff as he deems necessary tohelpadministrate the affairs of theChurch;
(j)Endeavortoensurethatallofficialanddulyauthorizeddirectivesandcorporateresolutions of the Trustees are properly carried out;and
(k) To do all things necessary and proper to fulfill the above-describedleadershipposition and to fulfill all duties incident to the office of President and Chief Executive Officerof acorporation.
7.3Senior Pastor's SpiritualLeadership.
In his role as Senior Pastor, he may work with the Trustees, the Senior PastorLeadershipTeam Members, the Overseers or anyone else serving in any five-fold ministry offices(asoutlined in Ephesians 4:11-13) in any way that he determines is Biblical and consistentwiththese Bylaws, the Articles of Incorporation and the Law. In addition, the Senior Pastorshallbudget monies, hire staff, develop projects or ministry, and create small groups orotherspecialized ministries according to his convictions and Biblical understanding. He shall havethe authoritytoappointandapproveanyonethatcanassistin whathedeemsnecessarytoproperlycarry on the work of theChurch.
7.4Senior Pastor's Responsibility for WorshipServices.
The scheduling of worship times, the ordering of worship services, and the leadershipof worship services, as well as all other uses of Church owned facilities are to be determined bythe Senior Pastor, or his designee. No person shall be invited to speak, teach or minister at aserviceheld in Church-owned facilities, or in the name of the Church, without the specific approvalof the Senior Pastor, or hisdesignee.
7.5Senior Pastor's Role withTrustees.
The Senior Pastor shall serve as the Chairman of the Trustees. He shall call the meetingsand determine the agenda for all Trustee meetings in consultation with the Trustees. The SeniorPastorshallnot(exceptunderthecircumstancesdescribedinArticle8)beentitledtocastavoteon matters before theTrustees.
The Senior Pastor shall have the exclusive right to make nominations of candidatesfromtheMembershiptoserveasaTrusteeandpresenthisnomineetotheTrustees(asdescribedinArticle8.2).
7.6Senior Pastor's Role inAdministration.
The Senior Pastor, as the President and Chief Executive Officer of the Corporation, orhis designee, shall have plenary authority over and shall be responsible for directing all of thedayto-day business activities and operations of theChurch.
The Senior Pastor shall be responsible for hiring, directing, disciplining, anddismissingstaff members. The Senior Pastor, or his designee, shall, in accordance with IRS guidelinesfor nonprofit organizations, determine and establish salaries and pay scales for allsalariedemployees(excludinghissalaryandthoseofhisfamilymembers).TheSeniorPastor's,orhis designee's, final determination of salaries and pay scales shall be reviewed andapprovedannually by the Independent Compensation Committee (as described in Article9).
7.7Church Discipline regarding the SeniorPastor.
(a)Criteria for Discipline of Senior Pastor. Should, in the opinion of two (2) ormoreTrusteesortwo(2)ormoremembersoftheSeniorPastorLeadershipTeam,theSeniorPastorengage in immoral conduct, improper financial practices, or espouse theological views orbeliefs(hereinafter referred to as "pastoral misconduct") that may require discipline, then suchTrusteesor Senior Pastor Leadership Team Members shall contact the Senior Pastor and then, ifnecessary, the Overseers and request that the Overseer's undertake an investigation of allallegedincidents of pastoral misconduct and the evaluation of appropriate discipline, ifwarranted.
(b)Process for Investigation and Disciplinary Action. Should the Overseersbecalled upon to investigate pastoral misconduct, an affirmative vote of a majority of thetotalnumber of Overseers is required to initiate an investigation. Following the conclusion oftheOverseer's investigation and the making of findings, an affirmative vote of a majority of thetotalnumber of Overseers is required to take disciplinary action against the Senior Pastor.Followingsuchmajorityvote,theOverseersshallassumecompleteauthorityovertheSeniorPastor'songoing and future ministerial activities; the Overseers may undertake to discipline the Senior Pastorinany way deemed necessary; the Overseer's may vote to remove the Senior Pastor fromhis position of leadership or to terminate the Senior Pastor's employment with the Church.Otherwise, the Overseers shall have no authority in the normal life of the Church and then onlyas set forth in theseBylaws.
7.8Installation of New SeniorPastor.
(a)The Confirmation Committee. The Confirmation Committee shall have arolewith regard to the confirmation of a new Senior Pastor (as described in Article9).