Bylaws

Bylaws

Bylaws (English and Spanish)

These Bylaws govern the affairs of Gateway Church, a Texas nonprofit religious corporation (also, the “Church”). The Church is organized under Title 2, Chapter 22 of the Texas Business Organizations Code (hereinafter, the “Code”).

Article 1: Statement of Faith

It is the testimony of both Testaments and of the Christian Church that God is both One and Triune. The Biblical revelation testifies that there is only one God, and that He is eternally existent in Three Persons: Father, Son, and Holy Spirit.

  1. God the Father: God the Father is the Creator and sustainer of all things, who created the universe in love to respond to Himself. He created man in His own image for fellowship, and calls man back to Himself through Christ after the rebellion and fall of man.
  2. The Son: Jesus Christ is eternally God. He was together with the Father and the Holy Spirit from the beginning, and through him all things were made. For man's redemption He left heaven and became incarnate by the Holy Spirit of the Virgin Mary.
  3. The Holy Spirit: The Holy Spirit is God, the Lord and giver of life, who was active in the Old Testament, and given to the Church in fullness at Pentecost. He empowers the saints for service and witness, cleanses man from the old nature, and conforms us to the image of Christ. The baptism of the Holy Spirit, subsequent to conversion, releases the fullness of the Spirit and is evidenced by tongues, joy, praise, and other inward and outward manifestations and gifts.

We affirm that the Bible containing the Old and New Testaments is alone the only infallible inspired Word of God, and that its authority is ultimate and final and eternal. It cannot be added to, subtracted from, or superseded in any regard. The Bible is the source of all doctrine, instruction, correction and reproof. It contains all that is needed for guidance in godliness and practical Christian conduct.

Christ's vicarious death on the cross paid the penalty for the sins of the whole world, but its benefits are only applicable to those who receive Jesus as their personal Savior. Healing of the body, soul and spirit, is provided for in the atonement, as well as, all of God's provision for His saints, but these must be appropriated.

The Word of God declares clearly that salvation is a free gift of God, based on the merits of the death of His Son, and is appropriated by faith. Salvation is affected by personal repentance, belief on the Lord Jesus (justification), and personal acceptance of Him into one's life as Lord and Savior (regeneration). The new life in Christ includes the privileges of adoption and inheritance in the Kingdom of God's beloved Son. Salvation is an act of free will in response to God's personal love for mankind. It is predestined only in the sense that God, through His omniscience, foreknew those who would choose Him. It is secure in the eternal unchanging commitment of God, who does not lie and is forever the same. Salvation should produce an active lifestyle of loving obedience and service to Jesus Christ our Savior.

We believe that the Scriptures portray the life of the saint in this world to be one of balance between what is imputed to us as Christians and what is imparted to us according to our faith and maturity. Hence God's provision for His children is total and the promises are final and are forever. The shortcomings of the individual and of the Church are because of the still progressing sanctification of the saints. The Christian life is filled with trials, tests, and warfare against a spiritual enemy. For those abiding in Christ until their death or His return, the promises of eternal blessing in the presence of God are assured. To remain faithful through all circumstances of life, it requires dependence upon the Holy Spirit and a willingness to die to personal desires and passions.

  1. The goal of the Church is to make disciples of all nations and to present the saints complete in Christ.
  2. The Church is governed by the five-fold ministry as outlined in Ephesians 4:11-12, the office of Elder, as well as other offices mentioned in Scripture.
  3. Church policy is governed by Eldership authority, emphasizing the final authority of the Church Eldership.
  4. It is essential to the life of the Church that scriptural patterns of discipline be practiced and that oversight for Church discipline, individual and corporate, be exercised by the leadership of the Church.

The Word of God enjoins on the Church two perpetual ordinances of the Lord Jesus Christ. The first, baptism, is the outward sign of what God has already done in the individual's life, and is a testimony to all that the person belongs now to Jesus. Water baptism allows believers to identify with Jesus and is performed in the name of the Father, the Son, and the Holy Spirit. The Lord's Supper is a commemoration of the death of the Lord and is done in remembrance of Him until He comes again, and is a sign of our participation in Him. Both institutions are restricted to those who are believers.

We affirm the bodily, personal, second coming of the Lord Jesus Christ, the resurrection of the Saints, the Millennium, and the final judgment. The final judgment will determine the eternal status of both the saints and the unbelievers, determined by their relationship to Jesus Christ. We affirm with the Bible the final state of the New Heavens and New Earth.

We affirm there are two sexes as created by God - male and female (Gen. 1 - 2), and that marriage is a sacred institution exclusively between one man and one woman (Matt. 19:4-6).

This Church 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 the Church’s Statement of Faith.

In no case shall persons be accepted into Church membership and/or Church employment that are known to be living in: (1) a common-law state of matrimony; or (ii) a manner inconsistent with the Church’s teaching on marriage or sexuality pursuant to these Bylaws.

Sexuality and the divinely prescribed boundaries for the expression thereof is covered clearly in the Holy Scriptures, which limit sexual expression to the marital relationship of one (1) man with one (1) woman. Homosexual acts, adultery, bestiality, and all forms of fornication are categorically condemned in the Holy Scriptures. See 1 Corinthians 6:18; 1 Thes. 4:3; Rom. 1:26-27; Prov. 5:3-4, 8-13; 7:21-27; Gal. 5:19; Exodus 20:14; Deut. 5:18; Matt. 5:27; 19:18; Luke 18:20; Rom. 13:9; James 2:11; Lev. 20:10-21; 1 Cor. 6:18; 10:8; and Jude 7. Furthermore, the Church believes that sexuality is assigned by God at birth, whatever that may be, and the Holy Scripture does not permit an individual to alter their sexual identity physically or otherwise. See Deut. 23:1.

Consistent with the Church’s sincerely held religious beliefs, gender-specific bathroom facilities may only be utilized consistent with the gender assigned at birth and not gender identity or expression. Optional family (non-gender specific) bathrooms may also be made available.

Article 2: Autonomy

The Church is autonomous and maintains the right to govern its own affairs, independent of any denominational control. Recognizing, however, the benefits of cooperation with other churches in world missions and otherwise, this Church may voluntarily affiliate with any churches (Christian churches and ministries) of like precious faith.

Article 3: Offices

The principal office of the Church (hereinafter referred to as the “Ministry Headquarters”) in the State of Texas shall be located at 500 S. Nolen, Suite 300, Southlake, Texas 76092. The Church may have such other offices, either in Texas or elsewhere, as the Board of Directors (hereinafter referred to as the “Board of Elders”) may determine. The Board of Elders has the full power and authority to change the location of any office of the Church.

The Church shall comply with the requirements of the Code and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Church's principal office in Texas. The Board of Elders may change the registered office and the registered agent as provided in the Code.

Article 4: Nonprofit Purposes

The Church is formed for any lawful purpose or purposes not expressly prohibited under Title 1, Chapter 2, or Title 2, Chapter 22 of the Code, including any purpose described by Section 2.002 of the Code. 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:

  1. To promote the Christian religion by any appropriate form of expression, within any available medium, and in any location, through the Church’s combined or separate formation, of a church, ministry, charity, school, or eleemosynary institution, without limitation.
  2. To exist as an independent Christian church, founded upon the faith and practices of the church as it is found in the New Testament.
  3. To ordain Elders, license and employ ministers of the Gospel, and others, to conduct and carry on divine services at the place of worship of the Church, and elsewhere.
  4. To collect and disburse any and all necessary funds for the maintenance of said Church and the accomplishment of its purpose within the State of Texas and elsewhere.
  5. To make distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended.
  6. To promote, encourage, and foster any other similar religious, charitable and educational activities; to accept, hold, invest, reinvest and administer any gifts, legacies, bequests, devises, funds and property of any sort or nature, and to use, expend, or donate the income or principal thereof for, and to devote the same to, the foregoing purposes of the Church; and to do any and all lawful acts and things which may be necessary, useful, suitable, or proper for the furtherance of accomplishment of the purposes of this Church. 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.

Article 5: Powers and Restrictions

Except as otherwise provided in the Certificate of Formation, as amended, and these Bylaws and in order to carry out the above-stated purposes, the Church shall have all those powers set forth in the Code, 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:

  1. 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, 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 Certificate of Formation or 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 Certificate of Formation 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, orcorresponding 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.
  2. In the event this Church is in any one (1) 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 of any subsequent federal tax laws; or (iv) making 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.
  3. The Church shall not accept any gift or grant if the gift or grant contains major conditions which would restrict or violate any of the Church’s religious, charitable, or educational purposes or if the gift or grant would require serving a private as opposed to a public interest.

Article 6: Membership

As set forth in Article 7, the corporate governance of the Church is solely vested in the Board of Elders. The Church shall not have any corporate voting members within the meaning of the Code or any other applicable statute. The Church may from time to time use the term “member” to refer to persons associated with it, as provided for herein. Such persons shall not be corporate members within the meaning of the Code or any other applicable statute. As such, members are not entitled to cast a vote in person, by proxy, or otherwise that is binding upon the Church.

Any person who believes in and has accepted the Lord Jesus Christ as his personal Savior, who is endeavoring to follow Him in his daily life, and who subscribes substantially to the Statement of Faith and satisfies the requirements for membership outlined in Article 6.03 shall be eligible for membership.

  1. A personal commitment to the Lordship of Jesus Christ in their life.
  2. Substantial agreement with the Statement of Faith of Gateway Church.
  3. Submission to the decisions, vision, and direction established by the Board of Elders of Gateway Church. The member must be committed to working out problems or disagreements through communication and love. The member must accept and support the decisions of the Board of Elders when the disagreement deals with questions that are not sin or violations of the law.
  4. Completion of the New Membership Classes (currently known as Growth Path), in good standing.
  5. Financially supportive of the Church and its ministries.
  6. Spiritually supportive of the vision and ministries of the Church.
  7. Execution of a membership agreement includes an agreement to participate in mandatory Christian Arbitration as described in Article 18.05 of these Bylaws.

Admission to membership in the Church shall be initiated by the person desiring membership. Application for membership shall be made on the forms provided by the Church.

The Church staff may periodically review the membership roll. Members who no longer meet the requirements for membership as outlined in Article 6.03 may be purged from the member roll after an affirmative vote by the Board of Elders.

The member has the privilege of being associated with this work of God and the ministries of the Church. As a member of Gateway Church, the Church provides a spiritual covering for the member. In addition, the member has the benefit of growing in their faith through serving in the Church.

Termination of membership shall be accomplished in one (1) of the following ways:

  1. At the member's request;
  2. By transfer of membership to another church;
  3. By determination of the Board of Elders for good and sufficient cause;
  4. By failure to continue to meet the requirements of Membership outlined in Article 6.03; or
  5. By death.

In any dispute between members and the Church leadership related to Church activities and Church administration, all parties involved will cooperate in good faith to resolve the dispute. The process for resolving disputes within the membership is set forth in Article 18.05 of these Bylaws.

Article 7: Elders

Power to manage and govern the affairs of the Church is vested in the Board of Elders of the Church (hereinafter, the “Board of Elders”). The term “Board of Elders” shall mean, and is the functional equivalent of, the board of directors as required by the Code.

The Board of Elders shall consist of the Senior Pastor, who shall serve as a non-voting member, and such number of additional Elders as may from time to time be nominated and elected in accordance with these Bylaws, provided that the total number Elders shall not be less than three (3) or more than fifteen (15). The decrease in the number of Elders shall not have the effect of shortening the term of any incumbent Elder.

Subject to the provisions of these Bylaws, Elders may serve for as long as they are active in fulfilling their Elder responsibilities and as long as they continue to fulfill the qualifications for an Elder as outlined in 1 Timothy 3 and Titus 1.

All Elders shall be natural persons and current and active members of the Church. Members of the Board of Elders shall be men who meet the scriptural qualifications outlined in 1 Timothy 3 and Titus 1. They shall have been members of Gateway Church for a time determined by the Elder Board to be sufficient to know and understand the Church vision and to be known within the Church leadership. Current staff members may not serve as Elders.

Only Elders may nominate persons to serve on the Board of Elders. A person who meets the qualification requirements to be an Elder, as set forth in Article 7.04, and who has been duly nominated may be elected as an Elder. Elders shall be elected by the unanimous vote of the then-existing Board of Elders at any regular or special meeting.

Individuals who have been selected to be an Elder and have accepted such position shall be ordained to Elder service. Depending on the specific function or ministry of the individual, the actual designation may be pastor, evangelist, etc., but even such designation includes in itself ordination to the Eldership. In the case of a person not having a specific designation, the ordination is simply to Elder service in general.

Vacancies on the Board of Elders shall exist upon: (a) the death, leave of absence, resignation, or removal of any Elder; (b) an increase in the authorized number of Elders; or (c) the failure of the Elders to elect the full authorized number of Elders to be voted for at any annual, regular, or special meeting of the Board of Elders at which any Elder is to be elected.

The Board of Elders may declare the office of an Elder vacant if a court adjudges the Elder incompetent, is convicted of a crime involving moral turpitude, or does not accept the office of Elder in writing or by attending a meeting of the Board of Elders within thirty (30) days’ notice of election.

Any vacancy occurring in the Board of Elders, and any Elder position to be filled due to an increase in the number of Elders, shall be filled by the Board of Elders (subject, however, to the limitations set forth in the Code). A vacancy is filled by the unanimous vote of the remaining Elders, even if it is less than a quorum of the Board of Elders, or if it is a sole remaining Elder. Vacancies reducing the number of Elders to less than three (3) shall be filled before the transaction of any other business.

From time to time, it is necessary for an Elder to temporarily stand down from his Eldership responsibilities and take a leave of absence. An Elder on a leave of absence shall not be considered in office for purposes of establishing a quorum. (See Article 7.11 of these Bylaws.)

  1. Voluntary:At any time, an Elder may request a Leave of Absence by applying to the Chairman of the Board of Elders in writing including the reasons for the request. The length of leave shall not be less than sixty (60) days and not more than twelve (12) months. The Board of Elders shall approve the application before it takes effect.
  2. Involuntary:The Chairman of the Board of Elders may recommend to the Board of Elders (with recusal of the affected Elder during deliberations and the vote) that an Elder be placed on involuntary Leave of Absence. The reasons for imposing a Leave of Absence are multitudinous. An involuntary Leave of Absence shall commence upon the vote of the Board of Elders, and of length shall not be less than ninety (90) days and not more than twelve (12) months.

Any meeting of the Board of Elders may be held either within or outside the State of Texas, but shall be held at Ministry Headquarters if the notice thereof does not specify the location of the meeting. Any Elder meeting may be held at any place consented to in writing by all of the Elders, either before or after the meeting. If such consents are given, they shall be filed with the corporate minutes of the meeting. An Elder meeting may be held by conference telephone or similar communication equipment as long as all Elders participating in the meeting can hear one another, unless in-person attendance by the Elders is required by these Bylaws. All Elders shall be deemed to be present in person at a meeting conducted in accordance with the foregoing sentence.

  1. Annual General Meeting.An annual general meeting of the Board of Elders shall occur at least annually.
  2. Regular Meeting.The Board of Elders may provide for additional regular meetings by resolution stating the time and place of such meetings. No notice of regular meetings of the Board is required other than a resolution of the Board of Elders stating the time and place of such meetings.
  3. Special Meetings.The Chairman of the Board of Elders may call special meetings of the Board of Elders for any purpose.
  4. Notice of Special Meetings.
    1. Manner of Giving.Notice of the date, time and place of special meetings shall be given to each Elder by one (1) of the following methods: (a) by personal delivery of written notice; (b) by first class mail, postage paid; (c) by telephone communication, either directly to the Elder or to a person at the Elder’s office or home who the person giving the notice has reason to believe will promptly communicate the notice to the Elder; or (d) by electronic mail (“e-mail”).
    2. Time Requirements.Notice sent by first class mail shall be deposited in the United States mail at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or e-mail shall be delivered, telephoned, or e-mailed to the Elder or given at least twenty-four (24) hours before the time set for the meeting.
    3. Notice ContentsThe notice shall state the time and place for the meeting. However, the notice does not need to specify the place of the meeting if the special meeting is to be held at the Church’s Ministry Headquarters. Unless otherwise expressly stated herein, the notice does not need to specify the purpose or the business to be transacted at the special meeting.
    4. Waiver.Attendance of an Elder at a meeting shall constitute waiver of notice of such meeting, except where the Elder attends a meeting for the express purpose of objecting that the meeting is not properly called.

Any action required or permitted to be taken by the Board of Elders and in accordance with these Bylaws may be taken without a meeting, and with the same force and effect as a unanimous vote of Elders, if all the Elders then in office (and not on a leave of absence) consent in writing to the action. Such action by written consent may be given individually or collectively and shall be filed with the corporate minutes of the Church.

A majority of the number of Elders then in office (not on a leave of absence), shall constitute a quorum for the transaction of business at any meeting of the Board of Elders. The Elders present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Elders leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Elders required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the Elders present may adjourn and reconvene the meeting one (1) time without further notice.

The Board of Elders shall elect an Elder to serve as Chairman of the Board of Elders and he shall preside at all the meetings of the Board of Elders. When the Chairman is absent from any meeting, then the Secretary shall preside.

The Board of Elders shall have all of the rights, powers, and responsibilities of a board of directors pursuant to the Code, subject to any limitations under the Code, the Certificate of Formation of the Church, and these Bylaws. All corporate powers shall be exercised by or under the authority of the Board of Elders. The Board of Elders shall have final authority for affairs pertaining to property and other temporal matters as required by civil law for nonprofit corporations. In particular, the Board of Elders shall be responsible for the acquisition and disposition of Church property, which includes the management of its financial resources. The Board of Elders shall have the power to buy, sell, mortgage, pledge or encumber any Church property and incur related indebtedness.

The ministry of the office of Elder shall include, but not be limited to, the following: ability and authority to discharge all ecclesiastical and sacerdotal functions pertaining to Gateway Church, including but not limited to: water baptizing, officiating in marriage ceremonies, conducting funerals, administration of the Lord’s Supper, counseling, preaching and teaching, and conducting the Church services and ministries.

Elders 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 in conformity with the Code. In the discharge of any duty imposed or power conferred on Elders, they may in good faith rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Church or another person that were prepared or presented by a variety of persons, including officers and employees of the Church, professional advisors or experts such as accountants or legal. An Elder is not relying in good faith if the Elder has knowledge concerning a matter in question that renders reliance unwarranted.

Elders are not deemed to have the duties of trustees of a trust with respect to the Church or with respect to any property held or administered by the Church, including property that may be subject to restrictions imposed by the donor or transferor of the property.

The Board of Elders is entitled to select advisors and delegate duties and responsibilities to them, such as the full power and authority to purchase or otherwise acquire stocks, bonds, securities, and other assets on behalf of the Church; and to sell, transfer, or otherwise dispose of the Church’s assets and properties at a time and for a consideration that the advisor deems appropriate. The Elders have no personal liability for actions taken or omitted by the advisor if the Board of Elders acts in good faith and with ordinary care in selecting the advisor. The Board of Elders may remove or replace the advisor, with or without cause.

Pursuant to the Code and the Conflict of Interest Policy set forth in Article 14 of these Bylaws, a contract or transaction between the Church and an Elder of the Church is not automatically void or voidable simply because the Elder has a financial interest in the contract or transaction.

While it is the expressed desire of the Elders to operate in unity, all actions by the Board of Elders shall be a majority vote of the Elders present and voting at a meeting at which a quorum is present, unless a unanimous vote is required or a lesser number is sufficient according to these Bylaws. An Elder who is present at a meeting and abstains from a vote is considered to be present for the purpose of quorum and his vote is considered neutral in determining the decision of the Board of Elders. Voting shall be by a show of hands unless otherwise resolved by resolution.

Voting by proxy is prohibited.

Elders, including the Senior Pastor, shall not receive salaries or compensation for their services to the Board of Elders. An Elder may serve the Church in any other capacity, employment or otherwise, and receive reasonable compensation for those services.

The Board of Elders may vote to remove an Elder, other than the Senior Pastor, at any time, with or without cause by a majority of the Elders. A meeting to consider the removal of an Elder may be called and noticed following the procedures provided in these Bylaws and such notice shall also state that the issue triggering the possibility of removal shall be placed upon the agenda. An affirmative vote of the majority of the Board of Elders to remove an Elder shall constitute the Board’s decision of removal. The Senior Pastor may be removed in accordance with Section 9.05 herein.

An Elder may resign at any time by giving written notice to the Board of Elders or the Senior Pastor. 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 written acceptance of such resignation shall not be necessary to make it effective.

In any case where a question arises regarding ecclesiastical polity, Christian doctrine, membership discipline, questions of Church property, or with respect to any other matter that shall arise concerning the Church, its internal workings, and its governance by any member, congregant, visitor or other person who is ministered to during religious services held by the Church, or at other times, the Board of Elders shall decide such question by majority vote.

Any person deemed by the Board of Elders to: (a) be in substantial disagreement with the doctrine and interpretation of the Holy Bible espoused by the Church; or (b) pose a physical or psychological threat to any person or to the Church; or (c) be causing, about to cause, or capable of causing disruption to the religious services and activities of the Church shall be considered a trespasser on Church property and may be ejected summarily. No Elder shall incur any liability for acting in good faith in the interests of the Church pursuant to this Article 7.23.

In the case where the Board of Elders shall, by reason of deadlock (whether because an even number of Elders is seated on the Board of Elders, or because certain Elders are absent even though a quorum is present, or because of abstention, or for any other reason), be unable to reach a conclusive vote on any issue before the Board of Elders, then, in such instance, the Chairman of the Board or his appointee, shall cast an additional ballot which shall be known as the “majority ballot”, so that an official act or decision may be taken by the Board of Elders. The majority ballot shall be cast in addition to the regular Elder’s vote cast by the Chairman of the Board.

In any dispute arising between members of the Board of Elders, all parties involved agree to cooperate in good faith to resolve the dispute. An affirmative vote of the majority of the Board of Elders shall decide the resolution of the dispute.

Article 8: Corporate Officers

The hierarchy of the Church’s corporate officers shall be: Chairman of the Board of Elders, President, Secretary, and Treasurer. The Board of Elders may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions as needed. The same person may hold any two (2) or more offices except for the offices of President and Secretary or President and Treasurer.

All officers and agents of the Church, as between themselves and the Church, shall have such authority, perform such duties, and manage the Church as may be provided in these Bylaws or as may be determined by resolution of the Board of Elders not inconsistent with these Bylaws.

The Board of Elders shall elect the officers of the Church at the annual, regular, or special meeting of the Board. The term of office of all officers shall be one (1) year; however, such officers may serve consecutive terms without limitation.

The Chairman will oversee the Church’s operations and business plans, evaluate performance, and supervise the management of the Church. The Chairman shall be vested with all authority necessary to perform his duties according to his contract of employment, and as determined by resolution of the Board of Elders and consistent with these Bylaws.

The President shall supervise and control all of the day-to-day business operations and affairs of the Church. The President may execute any deeds, mortgages, bonds, contracts, or other instruments on behalf of the Church. However, the President may not execute instruments on behalf of the Church, without first obtaining approval of the Board of Elders, if:

  1. The amount of the transaction is above any sum stated in these Bylaws or as directed by the Board of Elders;
  2. The instrument has the effect of seeking to wind-down or terminate or dissolve the Church, place the Church into receivership or bankruptcy, to confess a judgment of liability on behalf of the Church, to dispose of assets of the Church that equates to a wind-down or dissolution;
  3. The instrument is related to any acquisition or sale of real property;
  4. It is a transaction that involves a conflict of interest related to or involving the President;
  5. It involves indemnification of any officer or Elder; and
  6. It is a transaction otherwise reserved to the Board of Elders under these Bylaws.

The Secretary shall: (a) give all notices as provided in the Bylaws or as required by law; (b)take minutes of the meetings of the members and of the Board of Elders and keep the minutes as part of the corporate records; (c) maintain custody of the corporate records and of the seal of the Church; (d) affix the seal of the Church to all documents as authorized; (e) keep a register of the mailing address of each Elder, officer, and employee of the Church; (f) perform duties as assigned by the President or by the Board of Elders; and (g) perform all duties incident to the office of Secretary. Except as expressly authorized by the Board of Elders, the Secretary shall have no authority to sign for or otherwise bind the Church.

The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Church; (b) receive and give receipts for moneys due and payable to the Church from any source; (c) deposit all moneys in the name of the Church in banks, trust companies, or other depositaries as provided in the Bylaws or as directed by the Board of Elders or the President; (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 President or by the Board of Elders; (h) if required by the Board of Elders, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Board of Elders; and (i) perform all the duties incident to the office of Treasurer. Except as expressly authorized by the Board of Elders, the Treasurer shall have no authority to sign for or otherwise bind the Church.

The Board of Elders may appoint one (1) or more assistant secretaries and one (1) or more assistant treasurers. Each assistant secretary and each assistant treasurer shall hold office for such period as the Board of Elders may prescribe. Any assistant secretary may perform any of the duties or exercise any of the powers of the Secretary or otherwise as occasion may require in the administration of the business and affairs of the Church, and any assistant treasurer may perform any of the duties or exercise any of the powers of the Treasurer at the request or in the absence or disability of the Treasurer or otherwise as occasion may require in the administration of the business and affairs of the Church. Each assistant secretary and each assistant treasurer shall perform such other duties and/or exercise such other powers, if any, as the Board of Elders shall prescribe. To establish the authority of an assistant secretary or an assistant treasurer to take any action on behalf of the Church in place of the Secretary or the Treasurer, as the case may be, it shall not be necessary to furnish proof of any request by, or of the absence or disability of, the Secretary or Treasurer or any other assistant secretary or assistant treasurer, respectively.

The Board of Elders, with or without good cause, may remove any officer elected or appointed by the Board of Elders. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer. The Senior Pastor shall only be removed pursuant to the provisions in Article 9.05 of these Bylaws.

Any officer may resign at any time by giving written notice to the Church. Any 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 in the notice, the acceptance of such resignation shall not be necessary to make it effective. Such resignation shall be without prejudice to the contract rights, if any, of the Church.

The Board of Elders may fill the vacancy in any office for the unexpired portion of that officer's term. A vacancy in any office shall be filled only in the manner prescribed in these Bylaws for regular appointment or election to that office.

Article 9: Senior Pastor

The Senior Pastor shall be elected by the unanimous vote of the Board of Elders, and he shall minister for the period of time specified in the contract of employment, if any, or until he resigns or is otherwise removed pursuant to Article 9.05, herein. Any contract of employment shall be in writing and shall be signed by the prospective Senior Pastor and by the Board of Elders or an authorized representative of the Board of Elders. The qualifications of the Senior Pastor shall be set by the Board of Elders, but in no case be less than those of admission to membership as set forth in Article 6.03.

The Senior Pastor will serve as the lead teacher for weekend services and visionary leader for the congregation. The Senior Pastor shall also be responsible for providing oversight and direction for the paid staff. It is the responsibility of the Senior Pastor or his designee to hire and dismiss all staff. The qualifications and duties of other pastors and staff members shall be defined by the Senior Pastor, under advisement by the Board of Elders. The Senior Pastor shall perform his duties as further outlined in his employment contract.

  1. Criteria for Discipline of Senior Pastor. Should, in the opinion of two (2) or more Elders, the Senior 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 Elders shall contact the Senior Pastor and then, if necessary undertake an investigation of all alleged incidents of pastoral misconduct and the evaluation of appropriate discipline, if warranted.
  2. Process for Investigation and Disciplinary Action. Should the Elders decide an investigation of pastoral misconduct is warranted, an affirmative vote of a majority of the total number of Elders is required to initiate an investigation. Following the conclusion of the investigation and the making of findings, an affirmative vote of a majority of the total number of Elders is required to take disciplinary action against the Senior Pastor. Following such majority vote, the Elders shall assume complete authority over the Senior Pastor’s ongoing and future ministerial activities; the Elders may undertake to discipline the Senior Pastor in any way deemed necessary; the Elders may vote to remove the Senior Pastor from his position of leadership or to terminate the Senior Pastor’s employment with the Church.

The Senior Pastor may resign at any time by giving written notice to the Board of Elders. 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 written acceptance of such resignation shall not be necessary to make it effective.

Subject to the rights, if any, under contract of employment with the Church, the Senior Pastor shall only be removed by the unanimous decision of the Board of Elders at any general or special meeting noticed and called for the specific purpose of such removal. Unless the termination is for cause of moral failure as determined by the Board of Elders, the date such termination shall take effect is at the sole discretion of the Elders.

If a vacancy in the position of Senior Pastor occurs due to death, disability, resignation or other absence while the Senior Pastor is not in good standing (as may be determined by the Board of Elders in their sole discretion), then the Elders may appoint, by majority vote an acting Interim Senior Pastor who shall serve until such time as a new Senior Pastor is nominated and confirmed by way of the process set forth herein. The acting Interim Senior Pastor shall be eligible for nomination and confirmation as Senior Pastor as set forth herein. The Interim Senior Pastor shall not, during his service as Interim Senior Pastor, concurrently serve as an Officer or Elder of the Church, and he shall not have any corporate rights, duties, or responsibilities to the Church.

Article 10: Ordination of Ministers

The Board of Elders shall have the right to ordain or license ministers under guidelines established by the Board of Elders. The Elders may empower the staff to review candidates for licensing to determine if the candidates meet the qualifications for licensing. Individuals to be licensed or ordained, once reviewed, will be recommended to the Board of Elders. The license or ordination of a minister may be revoked at will by the Board of Elders for any reason or for no reason.

Article 11: Committees and Advisory Teams

The Board of Elders may, at its discretion, adopt a resolution establishing one (1) or more Committees or Advisory Teams. Any and all Committees and Advisory Teams shall conform to rules established by the Board of Elders.

Each Committee shall consist of two (2) or more persons. If, in addition to the Compensation Committee, the Board of Elders establishes or delegates any of its authority to a Committee, it shall not relieve the Board of Elders, or Elder, of any responsibility imposed by these Bylaws or otherwise imposed by applicable law. The Board of Elders shall define by resolution the activities and scope of authority and the qualifications, in addition to those set forth herein, for membership on all Committees.

No Committee shall have the authority of the Board of Elders to: (a) amend the Certificate of Formation; (b) adopt a plan of merger or a plan of consolidation with another corporation; (c) authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Church; (d) authorize the voluntary dissolution of the Church; (e) revoke proceedings for the voluntary dissolution of the Church; (f) adopt a plan for the distribution of the assets of the Church; (g) amend, alter, or repeal the Bylaws; (h) elect, appoint, or remove a member of a Committee or an Elder or officer of the Church; (f) approve any transaction to which the Church is a party and that involves a potential conflict of interest as defined in Article 14.02, below; or (g) take any action outside the scope of authority delegated to it by the Board of Elders.

The Board of Elders may designate various Committees or Advisory Teams to address issues and make recommendations to the Board of Elders. Such Advisory Teams shall only function in an advisory capacity to the Board of Elders. The Senior Pastor shall serve as an ex officio member of all Committees or Advisory Teams, with the exception of the Board of Elders Compensation Committee. The Board of Elders shall define, by resolution, the scope of activities and the qualifications for membership on all Committees or Advisory Teams.

The Compensation Committee shall be established by the Board of Elders to review executive compensation of the Senior Pastor and control parties employed in Church ministry service. They shall initiate a compensation study to cover the Executive Team and control parties on a periodic basis, through an independent firm that specializes in this work. They are vested with the authority to approve compensation that is consistent with the guidelines presented in the compensation study. Compensation authority beyond this must be brought back to the Board of Elders for discussion and approval. The Compensation Committee shall consist of a minimum of two (2) independent Elders.

  • An individual is considered to be “Independent” if the individual does not have a conflict of interest that would otherwise disqualify them from serving on this Committee.
  • A conflict of interest arises when a person in a position of authority over the Church (such as an Elder, officer, or employee) and can benefit financially from a decision made in such a capacity, including indirect benefits such as to family members or businesses with which the person is closely associated.
  • A “control party” is defined as any Elder and their family members, and any member of the Church’s Strategic Team and their family members. The Compensation Committee shall determine and approve, by a majority vote, the Senior Pastor’s, any family members’, and executive staff member’s total compensation amounts.

The Compensation Committee may consider duties, performance evaluations, compensation comparability data, and other relevant information to assist it in ensuring the amount of total compensation paid to each individual is reasonable and in compliance with current Internal Revenue Service guidelines for nonprofit organizations. The Senior Pastor shall participate in compensation discussions by giving recommendations or perspectives to the Compensation Committee’s discussion and formulation of a vote regarding salary and benefits or any family member’s and executive staff member's salary or benefits.

Unless otherwise provided for herein, each member of a Committee shall continue to serve on the Committee until a successor is appointed or the Committee is terminated. However, the term of a Committee member may terminate earlier if the Committee is terminated or if the member dies, ceases to qualify, resigns, or is removed as a member. A vacancy on a Committee may be filled by an appointment made in the same manner as an original appointment. A person appointed to fill a vacancy on a Committee shall serve for the unexpired portion of the terminated Committee member's term.

One (1) member of each Committee shall be designated as the chair of the Committee, and another member of each Committee shall be designated as the vice chair. The chair and vice-chair shall be elected by the members of the Committee or appointed by the President of the Church. The chair shall call and preside at all meetings of the Committee. When the chair is absent, is unable to act, or refuses to act, the vice chair shall perform the duties of the chair. When a vice-chair acts in place of the chair, the vice-chair shall have all the powers of and be subject to all the restrictions upon the chair.

Notice sent by first class mail shall be deposited in the United States mail at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, telecopier, or e-mail shall be delivered, telephoned, or e-mailed to the Committee member or given at least twenty-four (24) hours before the time set for the meeting.

One half (1/2) of the number of members of a Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The Committee members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Committee members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Committee members required to constitute a quorum. If a quorum is present at no time during a meeting, the chair may adjourn and reconvene the meeting one (1) time without further notice.

Committees shall try to take action by consensus. However, the vote of a majority of Committee members present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Committee unless the act of a greater number is required by law or the Bylaws. A Committee member who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the act of the Committee.

Article 12: Transactions of the Church

The Board of Elders may authorize any officer or agent of the Church to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Church. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.

All funds of the Church shall be deposited to the credit of the Church in banks, trust companies, or other depositaries that the Board of Elders selects.

The Board of Elders may accept on behalf of the Church any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Church including, but not limited to, gifts of money, annuity arrangements, securities, and other tangible and intangible personal property, real property, and interest therein. The Board of Elders may make gifts and give charitable contributions that are not prohibited by these Bylaws, the Certificate of Formation, state law, or any requirements for maintaining the Church's federal and state tax status.

The Church shall not make any loan to an Elder or officer of the Church.

  1. The Church shall hold, own, and enjoy its own personal and real property, without any right of reversion to another entity, except as provided in these Bylaws.
  2. “Dissolution” means the complete disbanding of the Church so that it no longer functions as a congregation or as a corporate entity. Upon the dissolution of the Church, its property shall be applied and distributed as follows: (1) all liabilities and obligations of the Church shall be paid and discharged, or adequate provision shall be made therefore; (2) assets held by the Church upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; (3) assets received and not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one (1) or more domestic or foreign corporations, societies, or organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), and are engaged in activities substantially similar to those of the Church; this distribution shall be done pursuant to a plan adopted by the Board of Elders; and (4) any assets not otherwise disposed of shall be disposed of by a court of competent jurisdiction of the county in which the Ministry Headquarters of the Church is then located, for such purposes and to such organizations as said court shall determine, provided such organizations are in agreement with the Church’s Statement of Faith and basic form of government.

The purchases of non-budgeted fixed assets in excess of applicable Church policy shall be subject to the prior approval of the Board of Elders.

Article 13: Whistleblower Policy

The Church requires all of its Elders, officers, employees, and volunteers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of the Church, individuals must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.

  1. Reasonable Belief.If an Elder, officer, employee, or volunteer of the Church reasonably believes that an Elder, officer, employee, or volunteer, or entities with whom the Church has a business relationship, is in violation of applicable law or regulation, or a written policy or procedure of the Church, then that individual shall file a written complaint with either his or her supervisor, the Human Resources Department, or the Board of Elders of the Church. This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns within the Church prior to seeking resolution outside the Church.
  2. No Retaliation.No reporting individual who, in good faith and possessing a reasonable belief, reports such a violation shall suffer harassment, retaliation, or adverse employment consequences. An employee or representative of the Church who retaliates against such a reporting individual is subject to discipline up to, and including, termination of employment or dismissal from Church representation.
  3. Malicious Allegations.The Board of Elders recognizes that intentionally untruthful, malicious, erroneous, or harassing allegations would be damaging to the mission, integrity, and morale of the Church or the reputation of the accused individual. The safeguards stated in this Whistleblower Policy do not apply to individuals who make such complaints. Such malicious type of allegations shall result in disciplinary action, including but not limited to termination of employment and dismissal of membership.

Article 14: Conflict of Interest Policy

The purpose of this 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 an elder or officer of the Church, or might result in a possible excess benefit transaction. This Conflict of Interest Policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

Interested Person. Any elder, principal officer, or member of a Committee with powers delegated by the Board of Elders, who has a direct or indirect financial interest, as defined below, is an interested person.

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 transaction or arrangement; or
  3. 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.
  4. 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.
  1. 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 Board of Elders.
  2. 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 Board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.
  3. Procedures for Addressing the Conflict of Interest.
    1. An interested person may make a presentation at the Board 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 Board of Elders may, if appropriate, appoint a disinterested person or Committee to investigate alternatives to the proposed transaction or arrangement.
    3. After exercising due diligence, the Board of Elders 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 Board of Elders shall determine by a majority vote of the disinterested elders 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.
  4. Violations of the Conflicts of Interest Policy.If the Board of Elders has 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. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board of Elders determines 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 Board of Elders shall contain:

  1. 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 Board of Elder’s decision as to whether a conflict of interest in fact existed.
  2. 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.
  1. A voting member of the Board of Elders who receives compensation, directly or indirectly, from the Church for services is precluded from voting on matters pertaining to that member’s compensation.
  2. 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.
  3. No voting member of the Board of Elders 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 15: Books and Records

The Church shall keep correct and complete books and records of account.

The fiscal year of the Church shall begin on the first day of January and end on the last day of December in each year.

The Church shall have each annual financial statement of the Church audited by a certified public accounting firm selected by the Board of Elders.

Article 16: Indemnification

To the full extent provided by the Code, the Church may, but is not required to, indemnify and advance expenses to a person who was, is, or is threatened to be made a named defendant or respondent in litigation or other proceedings because the person is or was an Elder or other person related to the Church. The Church may provide a trust fund, insurance, or other arrangement to effectuate this Article 16.

Article 17: Amendments to Bylaws

These Bylaws may only be altered, amended, or repealed, and new bylaws may only be adopted by a majority vote of the Board of Elders.

Article 18: Miscellaneous Provisions

The Bylaws shall be construed in accordance with the laws of the State of Texas. All references in the Bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time. If any Bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the Bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the Bylaws. The headings used in the Bylaws are used for convenience and shall not be considered in construing the terms of the Bylaws. Wherever the context requires, all words in the Bylaws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.

The Board of Elders may provide for a corporate seal.

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.

The Bylaws shall be binding upon and inure to the benefit of the Elders, officers, Committee members, employees, and agents of the Church and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the Bylaws.

In keeping with 1 Corinthians 6:1-8, all disputes, other than those properly subject to Article 7.22, which may arise between any member of the Church and the Church itself, or between any member of the Church and any Pastor, Elder, officer, employee, volunteer, agent, or other member of this Church, shall first be submitted to Christian mediation in Tarrant County, Texas, and if not resolved by mediation, then by binding arbitration, with a panel of one (1) arbitrator under the procedures and supervision of a faith-based mediation and arbitration group. In the event that such a group cannot be located or agreed upon, arbitration under this Article 18.05 shall be conducted according to the rules of the American Arbitration Association. Judgment upon an arbitration award may be entered in any court otherwise having jurisdiction. The parties each agree to bear their own costs related to any mediation or arbitration proceeding including payment of their own attorneys’ fees. Either party may file a motion seeking temporary injunctive relief from a court of competent jurisdiction in order to maintain the status quo until the underlying dispute or claim can be submitted for mediation or arbitration.

If a dispute may result in an award of monetary damages that could be paid under a Church insurance policy, then use of the conciliation, mediation, and arbitration procedure is conditioned on acceptance of the procedure by the liability insurer of the Church and the insurer’s agreement to honor any mediation, conciliation or arbitration award up to any applicable policy limits. The mediation, conciliation, and arbitration process is not a substitute for any disciplinary process set forth in the Bylaws of the Church, and shall in no way affect the authority of the Church to investigate reports of misconduct, to conduct hearings, or to administer discipline of members.

Article 19: Emergency Powers and Bylaws

An “emergency” exists for the purposes of this Article 19 if a quorum of the Board of Elders cannot readily be obtained because of some catastrophic event, including but not limited to events such as war, acts of terror or natural disaster. In the event of an emergency, the Board of Elders may: (i) modify lines of succession to accommodate the incapacity of any Board of Elders member, officer, employee or agent; and (ii) relocate the Ministry Headquarters, designate alternative Ministry Headquarters or regional office, or authorize officers to do so. During an emergency, notice of a meeting of the Board of Elders only needs to be given to those Board of Elders members for whom such notice is practicable. The form of such notice may also include notice by publication or radio. One (1) or more officers of the Church present at a meeting of the Board of Elders may be deemed Board of Elders’ members for the meeting, as necessary to achieve a quorum. Corporate action taken in good faith during an emergency binds the Church and may not be the basis for imposing liability on any Board of Elders Member, officer, employee or agent of the Church on the ground that the action was not authorized. The Board of Elders may also adopt emergency bylaws, subject to amendments or repeal by the full Board of Elders, which may include provisions necessary for managing the Church during an emergency including; (i) procedures for calling a meeting of the Board of Elders; (ii) quorum requirements for the meeting; and (iii) designation of additional or substitute Board of Elders members. The emergency bylaws shall remain in effect during the emergency and not after the emergency ends.

Certificate of Secretary

I hereby certify that I am duly elected and acting Secretary of Gateway Church and that the foregoing Amended and Restated Bylaws constitute the Bylaws of Gateway Church as duly adopted by a unanimous consent resolution of the Board of Elders dated as of November 3, 2024.

Dane Minor, Secretary