Connect 417 Church
ARTICLE 1 NAME AND PRINCIPAL OFFICE
3536 E Sunshine St #142, Springfield, MO 65809
The Church shall comply with the requirements of the Law and maintain a registered office and registered agent in Missouri. The registered office may be, but need not be, identical to the Church’s principal office in Missouri. The Trustees may change the registered office and the registered agent as provided in the Law.
ARTICLE 2 STATEMENT OF FAITH
This Church accepts the Bible as the revealed will of God, the all-sufficient rule of faith and practice, and for the purpose of maintaining general unity of statements of faith.
2.01 The Scriptures Inspired. The Scriptures both Old and New Testament are the inspired, infallible revelation of God to man and the authority of faith and conduct.
2.02 The One True God. The one true God has revealed Himself as the “I AM,” the Creator, and Redeemer of mankind.
2.03 The Deity of Jesus. The Lord Jesus Christ is the eternal Son of God. The Scriptures declare His virgin birth, sinless life, miracles, death and resurrection, and ascension to the right hand of God.
2.04 The Trinity. The Godhead is made up of three parts consisting of the Father, Son, and the Holy Spirit.
2.05 The Fall of Man. Man was created righteous by God. However, through voluntary disobedience, man sinned which then created separation between man and a holy God.
2.06 The Salvation of Man. Man’s only hope is through the shed blood of Jesus Christ. Salvation is by faith through grace and demonstrated in repentance.
2.07 The Role of the Holy Spirit. The Holy spirit is the Helper that Jesus promised in John 14 that comes to exalt Jesus, convict us of sin, regenerate our hearts, lead us to truth, and empower us for spiritual life.
2.08 Ordinances of the Church.
- (a) Water Baptism. In the name of the Father, Son, and Holy Spirit and by full immersion.
- (b) Holy Communion. The Lord’s Supper consisting of the Body and Blood represented in the fruit of the vine and bread.
2.10 Sanctification. The act of separation from that which is evil, and dedication unto God.
2.11 The Church and Its Mission. The church is the representative of Jesus on earth and is to carry out the Great Commission.
2.12 The Ministry. A divinely called and scripturally ordained minister has been provided by God to lead the church in evangelization, worship, building the body, and general leadership of the church.
2.13 Divine Healing. Is provided for today by the Scriptures and included in the atonement for our sins.
2.14 The Blessed Hope. The resurrection of the just is the blessed hope of the body of Christ.
2.15 The Millennial Reign. The second coming of Christ includes the rapture and a return to earth by Christ with His saints for a thousand-year reign.
2.16 The Final Judgment. There will be a final judgment at which all men will be judged.
2.17 The New Heaven and Earth. All of God’s children will reign forever in a new heaven and a new earth.
2.18 Statement of Marriage.
We believe that because God our Creator established marriage as a sacred institution between one man and one woman, the idea that marriage is a covenant only between one man and one woman has been the traditional definition of marriage for all of human history (“Traditional Definition of Marriage”).
Because of the longstanding importance of the Traditional Definition of Marriage to humans and their relationships and communities, and, most importantly, the fact that God has ordained that marriage be between one man and one woman, as clearly conveyed in God’s inerrant Scriptures, including for example in Matthew 19:4-6 where in speaking about marriage Jesus referred to the fact that “he which made them at the beginning made them male and female,” the Church hereby creates this policy, which shall be known as the “Marriage Policy.”
Under this Church’s Marriage Policy, the Traditional Definition of Marriage is the only definition 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 of this Church shall commit any act or omission, or make any decision whatever, that would be inconsistent with, or that could be perceived by any person to be inconsistent with, full support of this Church’s Marriage Policy and strict adherence to the Traditional Definition of Marriage rather than any alternative to the Traditional Definition of Marriage.
This Church’s Marriage Policy specifically prohibits acts or omissions including but not limited to permitting any Church assets or property, whether real property, personal property, intangible property, or any property or asset of any kind that is subject to the direction or control of the Church, to be used in any manner that would be or could be perceived by any person to be inconsistent with this Church’s Marriage Policy or the Traditional Definition of Marriage, including but not limited to permitting any church facilities to be used by any person, organization, corporation, or group that would or might use such facilities to convey, intentionally or by implication, what might be perceived as a favorable impression about any definition of marriage other than the Traditional Definition of Marriage.
We believe this Church’s Marriage Policy is based upon God’s will for human life as conveyed to us through the Holy Scriptures, upon which this Church has been founded and anchored, and this Marriage Policy shall not be subject to change through popular vote; referendum; prevailing opinion of partners or the general public; influence of or interpretation by any government authority, agency, or official action; or legal developments on the local, state, or federal level.
ARTICLE 3 GENERAL PROVISIONS
The Church is autonomous and maintains the right to govern its own affairs according to the standard of the new testament scriptures and of the Southern Missouri District Council and the General Council of the Assemblies of God. This right shall specifically include the calling of the Lead Pastor, the election of the Board of Trustees and the conducting of its own services and church programs. (Ephesians 4:11-13) Recognizing, however, the benefits of cooperation with other Churches in world missions and otherwise, this Church may voluntarily affiliate with any Churches of like faith.
The Church is formed for any lawful purpose or purposes not expressly prohibited under the Law. 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 to:
- Minister the Word of God;
- Conduct regular religious worship services through various forms of ministries;
- Promote and encourage, through ministries of the Church, cooperation with other organizations ministering within the community;
- Conduct a local and international Church by the direction of the Lord Jesus Christ and under the leadership of the Holy Spirit in accordance with all the provisions as set forth in the Bible;
- Maintain local Church and missionary facilities to propagate the gospel of Jesus Christ both at home and in foreign lands and to support and send missionaries throughout the world;
- To collect and disburse any and all necessary funds for the maintenance of the Church and the accomplishment of its purpose within the State of Missouri and elsewhere around the world;
- and To make distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended.
- 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. Provided, however, no act may be performed which would violate Section 501(c)(3) of the Internal Revenue Code of 1986, as it now exists or as it may hereafter be amended.
3.03 Powers and Restrictions.
Except as otherwise provided in these Bylaws and in order to carry out the above-stated purposes, the Church shall have all those powers set forth in the Law, as it now exists or as it may hereafter be amended. Moreover, the Church shall have all implied powers necessary and proper to carry out its express powers. The powers of the Church to promote the purposes set out above are limited and restricted in the following manner:
(a) The Church shall not pay dividends and no part of the net earnings of the Church shall inure to the benefit of or be distributable to its organizers, trustees, 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) in furtherance of its purposes as set forth in the Articles of Incorporation and 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. Notwithstanding any other provisions of the Articles of Incorporation or these Bylaws, the Church shall not carry on any other activities not permitted to be carried on by (i) a Corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws, or (ii) a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws.
(b) 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 laws, 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, as amended, or corresponding provisions of any subsequent federal tax laws; and further shall be prohibited from:
(i) any act of “self-dealing” as defined in Section 4941(d) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws;
(ii) retaining any “excess business holdings” as defined by Section 4943(c) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws;
(iii) making any investments in such manner as to subject the foundation to taxation under Section 4944 of the Internal Revenue Code of 1986, as amended, or corresponding provisions any subsequent federal tax laws; or
(iv) making a taxable expenditures as defined in Section 4945(d) of the internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws.
(c) The Church shall not accept any gift or grant if the gift or grant contains major conditions that 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.
ARTICLE 4 GOVERNING BODY
ARTICLE 5 CHURCH PARTNERSHIP
As set forth in Article 4, the corporate governance of the Church is solely vested in the Trustees. As set forth in Article 7, plenary power to oversee the spiritual affairs and the day-to- day operations of the Church is vested with the Lead Pastor. As such, Partners are not entitled to cast a vote in person, by proxy or otherwise that is binding upon the Church.
The Lead Pastor shall have the sole and exclusive authority to seek the partnership’s approval or disapproval of an action that Partners would not otherwise not be entitled to vote (hereinafter a “vote of affirmation”) upon. Should the Lead Pastor seek a vote of affirmation, the outcome of such vote carries no legal weight, is not binding on the Corporation and is only intended to gauge the opinion of or seek moral support from the partnership.
ARTICLE 6 CHURCH GOVERNMENT
(a) Role of the Lead Pastor: The Lead Pastor has executive and supervisory control over and is ultimately responsible for both the spiritual and the corporate health of the Church, including communicating the ministry vision for and overseeing the day-to-day operations of the Church (as described in Article 7.)
(b) Role of the Trustees (Non-Staff Elders): The Trustees shall have the duties and responsibilities generally associated with and exercised by a corporate board and are to serve the Church by assuring compliance with the Church’s management policies and procedures, by approving the annual budget and other major financial commitments of the Church (as described in Articles 4 and 8).
(c) Role of the Partners: The Partners of the Church support the Lead Pastor in fulfilling his calling; influence the spiritual tone, strength and the direction of the body of believers (as described in Article 5).
ARTICLE 7 THE LEAD PASTOR: PRESIDENT AND CHIEF EXECUTIVE OFFICER
The Church finds its headship under the Lord Jesus Christ and in its Lead Pastor. The Lead Pastor shall have plenary authority over and shall be responsible for directing all of the ministries and spiritual activities of the Church. Concurrently, the Lead Pastor shall serve as the President and Chief Executive Officer of the Corporation and shall have plenary authority over and shall be responsible for directing all of the day-to-day business activities and operations of the Church.
Because the Church has two simultaneous and complementary expressions: (1) the spiritual life of a body of believers (the Church); and (2) the corporate entity that houses the Church’s functions and activities (the Corporation), it is the Lead Pastor that bridges the gap between these dual and concurrent expressions. The Lead Pastor, is primarily responsible for the spiritual life of the Church, and at the same time, he must be in the position to insure the Church’s corporate health and that its resources are directed toward the ministries he deems fit and in furtherance of the Church’s best interests.
7.02 Duties and Responsibilities.
The Lead Pastor is responsible to lead the Church in accordance with Biblical principles to accomplish the New Testament purposes of the Church. He is morally and ethically accountable to the Southern Missouri District of the Assemblies of God. His duties require that he:
- (a) Provide Biblical vision and direction for the congregation;
- (b) Serve as the leader of the Church body of believers, the Church staff, all church organizations, all Church ministries, the Trustees, and all Church Advisory Committees, with the exception of the Independent Compensation Committee, to accomplish the New Testament purposes of the Church;
- (c) Define and communicate the Church’s purpose;
- (d) Administer and coordinate the day-to-day ministry to the congregation and administration and operations of the Church;
- (e) Select individuals who will help to assist in the business operations of the Corporation;
- (i) Hire, direct, oversee, and terminate Church staff as he deems necessary to help administer the affairs of the Church;
- (j) Endeavor to ensure that all official and duly authorized directives and corporate resolutions of the Trustees are properly carried out;
- (k) To do all things necessary and proper to fulfill the above-described leadership position and to fulfill all duties incident to the office of President and Chief Executive Officer of a corporation.
7.03 Lead Pastor's Spiritual Leadership.
In his role as Lead Pastor, he may work with the Trustees, Staff, or anyone else serving in any five-fold ministry offices (as outlined in Ephesians 4:11-13) in any way that he determines is Biblical and consistent with these Bylaws, the Articles of Incorporation and the Law. In addition, the Lead Pastor shall budget monies, hire staff, develop projects or ministry, and create small groups or other specialized ministries according to his convictions and Biblical understanding. He shall have the authority to appoint and approve anyone that can assist in what he deems necessary to properly carry on the work of the Church.
7.04 Lead Pastor's Responsibility for Worship Services.
The scheduling of worship times, the ordering of worship services, and the leadership of worship services, as well as all other uses of Church owned facilities are to be determined by the Lead Pastor, or his designee. No person shall be invited to speak, teach or minister at a service held in Church-owned facilities, or in the name of the Church, without the specific approval of the Lead Pastor, or his designee.
7.05 Lead Pastor’s Role with Trustees.
The Lead Pastor shall serve as the Chairman of the Trustees. He shall call the meetings and determine the agenda for all Trustee meetings in consultation with the Trustees. The Lead Pastor shall not (except under the circumstances described in Article 8) be entitled to cast a vote on matters before the Trustees.
The Lead Pastor shall have the exclusive right to make nominations of candidates from the Partnership to serve as a Trustee and present his nominee to the Trustees (as described in Article 8.02).
7.06 Lead Pastor's Role in Administration.
The Lead Pastor, as the President and Chief Executive Officer of the Corporation, or his designee, shall have plenary authority over and shall be responsible for directing all of the day-to-day business activities and operations of the Church. The Lead Pastor shall be responsible for hiring, directing, disciplining, and dismissing staff. All powers of employment shall reside with the Lead Pastor or his designate. No one shall be employed or discharged without his expressed approval. He shall have the prerogative to add paid staff as the ministries of the church require and as the finances allow. The Lead Pastor shall, in accordance with IRS guidelines for nonprofit organizations, determine and establish salaries and pay scales for all salaried employees (excluding his salary and those of his family). The Lead Pastor’s final determination of salaries and pay scales shall be reviewed and approved annually by the Independent Compensation Committee (as described in Article 8).
7.07 Church Discipline regarding the Lead Pastor.
Should, in the opinion of three (3) or more Trustees, the Lead Pastor engage in immoral conduct, improper financial practices, or espouse theological views or beliefs (hereinafter referred to as “pastoral misconduct“) that may require discipline, then such Trustees shall contact the Lead Pastor and then, if necessary, the Southern District of Missouri of the Assemblies of God. They shall then undertake an investigation in conjunction with the Southern District of Missouri of the Assemblies of God of all alleged incidents of pastoral misconduct and the evaluation of appropriate discipline, if warranted.
7.08 Installation of New Lead Pastor.
- (a) The Confirmation Committee. The Confirmation Committee shall have a role with regard to the confirmation of a new Lead Pastor.
- (b) Vacancy while the Lead Pastor is in Good Standing. The Lead Pastor is in “Good Standing” if: (1) he is not under investigation by the Southern Missouri District of the Assemblies of God or (2) he is not under discipline by the District
If a vacancy in the position of Lead Pastor occurs due to death, disability, resignation or other absence while the Lead Pastor is in Good Standing (as defined herein), then the outgoing Lead Pastor shall nominate a candidate to serve as the new Lead Pastor by way of a signed writing (or in a previously signed writing in the event of death) submitted to the Confirmation Committee for its review and consideration. The Confirmation Committee shall then submit the outgoing Lead Pastor’s nominee for a vote by the Confirmation Committee. An affirmative vote of two-thirds of the representatives then serving on the Confirmation Committee shall be required to confirm the selection of a new Lead Pastor of the Church. In the event that the Confirmation Committee does not confirm such nominee, the process shall be repeated until a nominee is confirmed as the new Lead Pastor. If the outgoing Lead Pastor is unable or unwilling to nominate a candidate for the position of new Lead Pastor, then the Board of Trustees shall nominate a candidate under the same process described herein.
- (c) Vacancy while the Lead Pastor is Not in Good Standing. The Lead Pastor is “Not in Good Standing” if: (1) he is under investigation by the Southern Missouri District of the Assemblies of God or (2) he is undergoing discipline by the District.
If a vacancy in the position of Lead Pastor occurs due to death, disability, resignation or other absence while the Lead Pastor is in Not in Good Standing (as defined herein), then the Board of Trustees shall nominate a candidate for the position of new Lead Pastor by an affirmative vote of one less than the total number of Trustees. The Trustee’s shall submit to the Confirmation Committee its nominee for new Lead Pastor by way of a writing signed by the required number of Trustees. An affirmative vote of two-thirds of the representatives serving on the Confirmation Committee shall act to confirm the new Lead Pastor of the Church. In the event that the Confirmation Committee does not confirm such nominee the process described herein shall be repeated until a nominee is confirmed as the new Lead Pastor.
(d) Appointment of Interim Lead Pastor. If a vacancy in the position of Lead Pastor occurs due to death, disability, resignation or other absence while the Lead Pastor is Not in Good Standing (as defined herein), then the Trustees may appoint, by a vote of one less than the total number of Trustees then serving, an acting Interim Lead Pastor who shall serve until such time as a new Lead Pastor is nominated and confirmed by way of the process set forth herein. The acting Interim Lead Pastor shall be eligible for nomination and confirmation as Lead Pastor as set forth herein. The Interim Lead Pastor shall not, during his service as Interim Lead Pastor, concurrently serve as an Officer or Trustee of the Church and shall not have any corporate rights, duties, or responsibilities to the Corporation.
ARTICLE 8 TRUSTEES
(a) Give recommendations to the budget to help money to be allocated appropriately
- (b) Review and assess what changes need to be made to the financial procedures and policies of the church.
- (c) Give recommendations and oversight to the salary package for any staff members as requested, before it is approved by the Lead Pastor.
- (d) Make recommendations regarding major financial investments, fundraising, and financial teachings, at the request of the Lead Pastor.
- (e) Protect the best interests of the Lead Pastor and Staff by guarding their financial interests, family time, and other considerations.
- (f) Support, defend, and protect the vision of CC and its leadership through prayer and in practical matters as needed.
- (g) The board of trustees shall have the power to borrow such sums of money as may be needed.
- (a) Number. There shall be five trustees at all time unless during a period of transition when onboarding new Board members.
- (b) Qualifications. Eligible persons must have a cooperative Christian attitude, have been active partners of the church for at least one year, and consistently support the church with their tithes and offerings. They must live a lifestyle consistent with the requirements listed in Acts 6:3 and 1 Timothy 3:8-13.
They shall be persons of mature Christian experience and knowledge, be filled with the Holy Spirit.according to Acts 2:4Trustees shall not be employees of the Church, nor shall they be related by blood or marriage to any other Trustee or the Lead Pastor.
- (c) Election. The Lead Pastor shall have the exclusive right to nominate individuals whom he deems qualified to serves as a Trustee. A candidate for Trustee shall be elected by the affirmative vote of all remaining Trustees. In the event of a Trustee vacancy, whether due to resignation or removal, the Lead Pastor shall be given a reasonable amount of time to nominate an individual he deems qualified in accordance with these Bylaws to serve as a Trustee in accordance with these Bylaws.
- (d) Term. The term of office for all Trustees other than Lead Pastor shall be three (3) years; The trustee’s elections shall be staggered in a way to provide staggered terms. The initial terms for the first members of the Board of Trustees shall be shortened or lengthened as the Chairman sees fit to stagger upcoming elections.
- (e) Resignation or Removal. Any Trustee may resign at any time by giving written notice to the Church. Such resignation shall take effect on the date of the receipt of such notice and, acceptance of such resignation shall not be necessary to make it effective.
The Lead Pastor may, upon written notice, remove Trustees with or with or without cause, but at a rate that does not exceed one (1) removal every nine (9) months. If a vacancy in the position of Lead Pastor occurs, for any reason, then the individual duly elected as the Corporation’s Treasurer may nominate or remove Trustees, subject to the same limitations that would otherwise apply to nominations and dismissals of Trustees by the Lead Pastor. If a vacancy in both the Lead Pastor and the Treasurer position occurs, then the Trustees shall nominate and elect new Trustees until one or more of the positions are filled.
- (f) In the event of an emergency situation a major building program or a transition in the Lead Pastorate, the Board of Trustees may vote to extend the term of all Trustees, not to exceed the time for the next regularly scheduled election.
8.03 Chairman of the Trustees.
The Lead Pastor shall serve and preside as the Chairman of the Trustees, shall call the Trustee meetings and shall determine the agenda for all meetings. If the Lead Pastor’s attendance is impossible, then the Church’s Treasurer shall serve as Chairman. If neither the Lead Pastor nor the Treasurer is able to attend the meeting, then the Trustees shall elect a Chairman and proceed in order, keeping minutes of their actions for the corporate record. Any resolutions passed during a Trustee meeting without the Lead Pastor or the Treasurer present shall not take effect until the next properly called Trustee’s meeting when either the Lead Pastor or the Treasurer is present and the minutes of the prior meeting are put forward for approval by the Trustees.
- (a) Regular or Special meetings.
Regular or Special meetings of the Trustees may only be held either within or outside the State of Missouri, but shall be held at the Church’s registered office in Missouri 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 Trustees, either before or after the meeting. If such consents are given, they shall be filed with the minutes of the meeting.
- (b) Telephonic Meetings.
Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Trustees participating in the meeting can simultaneously hear one another and participate. All Trustees shall be deemed to be present in person at a meeting conducted in accordance with the foregoing sentence.
- (c) Notice Requirements for Regular or Special Meetings.
A regular meeting of the Trustees shall occur at least quarterly. Regular meetings of the Trustees may be held without notice if the time and place of such meetings are fixed by a resolution of the Trustees. The Lead Pastor or any three (3) of the Trustees may call a special meeting of the Trustees. The Notice of Special Meetings shall include:
- 1) Manner of Giving Notice. Notice of the date, time and place of special meetings shall be given to each Trustee by either a direct telephone call and or email. A voicemail does not suffice as proper giving of notice.
- 2) Time Requirements. Notices given shall be telephoned or e-mailed to the Trustee at least forty-eight (48) hours before the time set for the meeting.
- 3) Notice Contents. The notice shall state the date, time and place for the meeting. Unless otherwise expressly stated herein, the notice does not need to specify the purpose or the business to be transacted at the special meeting.
- 1) Manner of Giving Notice. Notice of the date, time and place of special meetings shall be given to each Trustee by either a direct telephone call and or email. A voicemail does not suffice as proper giving of notice.
Any action required or permitted to be taken by the Trustees may be taken without a meeting, if all of the Trustees, individually, or collectively, consent in writing to the action. Such action by written consent or consents shall be filed with the minutes of the proceedings of the Church. Such actions may be carried out via email when the occasion arises and an email will suffice for written consent.
Unless otherwise provided for in these Bylaws, a majority of the number of Trustees then in office shall constitute a quorum for the transaction of business at any meeting of the Trustees. The Trustees present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Trustees 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 Trustees in attendance required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the Trustees present may adjourn and reconvene the meeting one time without further notice.
Voting by proxy is prohibited.
8.08 Duties of Trustees of the Corporation.
The Trustees of the Corporation shall discharge their duties, in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Church. The Trustees of the Corporation 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, employees of the Church, professional advisors or experts such as accountants or legal counsel. A Trustee of the Corporation is not relying in good faith if the individual has knowledge concerning a matter in question that renders such reliance unwarranted.
The Trustees, despite the use of the word, shall not have the powers and/or duties of a “Trustee of a trust” (as that term is generally understood in the law of Trusts), 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.
8.09 Interested Parties.
Pursuant to the Law and the provisions of Article 14 below, a contract or transaction between the Church and a Trustee of the Church is not automatically void or voidable simply because the Trustee, an employee or other control party, has a financial interest in the contract or transaction.
8.10 Actions of Trustees.
The Trustees shall try to act by consensus. However, if action by consent is impossible or unless the act of a greater number is required by the Law or these Bylaws, then the vote of a majority of the Trustees present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Trustees. A Trustee 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 Trustees. The burden is on each individual Trustee to ensure their votes are properly recorded in the minutes as either a “yes,” “no,” or “abstain.”
In the event of a vote of the Trustees resulting in a deadlock, the Lead Pastor shall be entitled to cast a “majority ballot” breaking the deadlock so that an official act or decision may be undertaken by the Trustees.
8.11 No Compensation.
The Trustees shall not receive any compensation in exchange for services rendered as a Trustee.
ARTICLE 9 OFFICERS
- (a) Number. The Officers of the Corporation shall be a President (as described in Article 7), a Secretary/Treasurer and any other Officers chosen at the discretion of the Lead Pastor.
- (b) Appointment to and Creation of New Offices. The President shall be appointed in accordance with requirements set forth under Article 7.
The Secretary and/or Treasurer is to be nominated by the President and approved by a majority vote of the Trustees. In the event the Trustees should not approve the President’s nomination for Secretary/Treasurer, other nominations must be made by the President until the candidate is approved by a majority vote of the Trustees. In the event that the President is unwilling or unable to nominate a Secretary/Treasurer, then the Trustees shall nominate a Secretary/Treasurer and approve such nominee by a majority vote of the Trustees.
The President shall appoint all other Officers of the Church. In the event that the President is unwilling or unable to nominate an Officer, then the Trustees shall nominate an Officer and approve such nominee by a majority vote of the Trustees.
- (c) Term. The Lead Pastor shall be the President until he resigns or is removed in accordance with Article 7 and a new Lead Pastor is installed in accordance with Article 7. The term of office for all officers other than Lead Pastor shall be three (3) years; In the event of a vacancy in the office of Lead Pastor, the Trustees shall, by majority vote, elect a Trustee to serve as the acting President.
An Officer may resign at any time by giving written notice to the Church. Such resignation shall take effect on the date of the receipt of such notice, or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
All other Church Officers may be removed with or without notice, and with or without cause, by the unilateral action of the Lead Pastor or by a majority vote of the Trustees.
- (A) President. The duties and responsibilities of the President are listed in Article 7 above.
- (B) Treasurer. The Lead Pastor shall appoint the Treasurer of the Church. The Treasurer of the Church shall:
- (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 monies in the name of the Church in banks, trust companies, or other depositories as provided in the Bylaws or as directed by the Trustees;
- (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 annually;
- (g) perform other duties as assigned by the Lead Pastor
- (h) perform all of the duties incident to the office of treasurer. An individual serving as Treasurer shall not be authorized to serve in a dual capacity as both President and Treasurer.
- (C) Secretary. The Lead Pastor shall appoint the Secretary of the Church. The Secretary of the Church shall:
- (a) give all notices as provided in the Bylaws or as required by law;
- (b) take minutes of the meetings of the Trustees 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;
- (d) perform duties as assigned by the Lead Pastor
- (e) perform all duties incident to the office of secretary. An individual serving as Secretary shall not be authorized to serve in a dual capacity as both President and Secretary.
The Officers of the Corporation shall discharge their duties, in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Church. The Officers of the Corporation 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 Trustees, Officers, employees of the Church, professional advisors or experts such as accountants or legal counsel. An Officer of the Corporation is not relying in good faith if the individual has knowledge concerning a matter in question that renders such reliance unwarranted.
ARTICLE 10 BUSINESS PRACTICES
The fiscal year of the Corporation shall be the calendar year.
The Trustees may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or may be confined to specific instances.
10.03 Checks, Drafts, or Orders.
All checks, drafts, orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Treasurer or the President of the Corporation in accordance with their duties outlined in these Bylaws.
All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Trustees may select in accordance with these Bylaws.
The President may accept on behalf of the Corporation any contribution, gift, bequest or device for any purpose of the Corporation.
10.06 Books and Records.
The Corporation shall keep correct and complete books and records and shall also keep minutes of the proceedings of its Trustees and committees having and exercising any of the authority of the Trustees, and any other committee, and shall keep at the principle office a record giving the names of all Trustees entitled to vote.
10.07 Annual Budgeting Process
The President shall prepare and put forward a proposed annual budget of the Church for the Trustees consideration and approval.
No person and/or department shall be allowed to solicit funds from the people of the church for any reason without the consent of the Lead Pastor or the Board of Trustees in the absence of the Lead Pastor.
ARTICLE 11 Legal Provisions
To the full extent permitted by the Law, as amended from time to time, the Church shall indemnify any Trustee, Director, Pastor, Lead Team Member, committee member, employee, or agent of the Church who was, is, or may be named a defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Church. The Church in defending such actions may advance reasonable expenses.
11.02 Determination of Right.
Legal counsel selected by the majority vote of the Trustees shall make a determination of the right to indemnification under the Law.
ARTICLE 12 DISSOLUTION
- (a) In the event that this Church shall cease to function as a church body under the direction of the Board of Trustees by not having a regular service for a period of six (6) months, then after providing for the payment of debts of the Church, the remaining assets, whether real or personal will not inure to the benefit of any private person or persons, but the same shall revert to and become the property of the Southern Missouri District Council of the Assemblies of God, Springfield, Missouri.
- (b) The Southern Missouri District Council of the Assemblies of God shall have full authority to sell or dispose of such property and to use the proceeds derived therefrom for the extension of the work of the Assemblies of God within the Southern Missouri District, under the direction of the presbytery of said District.
- (c) In the event the Southern Missouri District Council of the Assemblies of God is unable or unwilling to accept the transfer of all the property of this Church, then such property shall be transferred to an organization operated exclusively for religious purposes with tax-exempt status under Section 501 (c)(3) of the Internal Revenue Code whose purposes are nearest the purposes of The General Council of the Assemblies of God, which transfer shall be made by the appropriate court of the county in which the church is located.
ARTICLE 13 CONFLICT OF INTEREST POLICY
The purpose of the conflict of interest policy is to protect the Church’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Trustee or officer of the Church, or might result in a possible excess benefit transaction. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations and is not intended as an exclusive statement of responsibilities.
- (a) Interested Person. Any Trustee, principal officer, or member of a committee with powers delegated by the Trustees, who has a direct or indirect financial interest, as defined below, is an interested person.
- (b) Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- 1) An ownership or investment interest in any entity with which the Church has a transaction or arrangement;
- 2) A compensation arrangement with the Church or with any entity or individual with which the Church has a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Church is negotiating a transaction or arrangement.
- 3) Compensation includes direct or indirect remuneration, as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest.
- (a) Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given opportunity to disclose all material facts to the Trustees.
- (b) Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the Trustees’ meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Trustees shall decide if a conflict of interest exists.
- (c) Procedures for Addressing the Conflict of Interest.
- 1) An interested person may make a presentation at the Trustees’ meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- 2) The chairman of the Trustees may, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- 3) After exercising due diligence, the Trustees shall determine whether the Church can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- 4) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Trustees shall determine by a majority vote of the disinterested Trustees whether the transaction or arrangement is in the Church’s best interests, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision whether to enter into the transaction or arrangement.
- (d) Violations of the Conflicts of Interest Policy.
- 1) If the Trustees have reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
- 2) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Trustees determine the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
The minutes of the Trustees shall contain:
- (a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Trustee’s decision as to whether a conflict of interest in fact existed.
- (b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
- (a) A Trustee who receives compensation, directly or indirectly, from the Church for services is precluded from voting on matters pertaining to that member’s compensation.
- (b) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Church for services is precluded from voting on matters pertaining to that member’s compensation.
- (c) No Trustee or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Church, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
ARTICLE 14 MISCELLANEOUS PROVISIONS
These Bylaws shall be construed in accordance with the laws of the State of Missouri. 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, female or neuter genders shall be deemed to include the other genders, all singular words shall include the plural, and all plural words shall include the singular.
The Trustees may provide for a corporate seal.
14.03 Power of Attorney.
A person may execute any instrument related to the Church by means of a power of attorney if an original executed copy of the power of attorney is provided to the secretary of the Church to be kept with the Church records.
14.04 Parties Bound.
The Bylaws shall be binding upon and inure to the benefit of the Church Partners, Pastors, Trustees, Officers, employees, and agents of the Church and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the Bylaws.
ARTICLE 15 AMENDMENT OF BYLAWS
All other Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted at any regular meeting of the Trustees by the affirmative vote of two-thirds (2/3) of the Trustees. At least five (5) days written advance notice of said meeting shall be given to each Trustee. In the written notice, proposed changes must be explained. These Bylaws may also be altered, amended, or repealed and new Bylaws may be adopted by consent in writing signed by all of the Trustees.
These Bylaws have been ratified this ____day of the month of __________ in the year of __________ by the Trustees of Connect 417 Church by a majority vote.
Trustee Chairman (Lead Pastor) Peter Golosinsky
Trustee Bogdan Golosinski
Trustee Tim Lafoon
Trustee Brian Touchstone
Trustee Chris Teague
Trustee Nick Vedernikov
So. Mo District of AG