BY-LAWS OF SHEPHERD GATE CHURCH
ARTICLE I. MEMBERSHIP
Sec 1. Membership Eligibility. Membership in Shepherd Gate Church (hereinafter, the “Church”) shall be open to all those who 1) give evidence of a personal statement of their faith in the Lord Jesus Christ as their savior; 2) have been baptized as a testimony of their faith; 3) attendance and completion of the new member orientation class as organized and facilitated by the Senior Pastor, or his designee; and 4) who voluntarily subscribe to the Church’s tenets of faith and agree to be governed by its Constitution and By-laws by signing the Members’ Covenant. Candidates for membership shall be admitted into fellowship upon recommendation of the Senior Pastor and majority vote of the Elders.
All present members of the unincorporated entity known as Shepherd Gate Church shall, upon signing the Members’ Covenant agreeing to be bound by the Constitution and Bylaws of the new church corporation, become members of this incorporated church. No member of this Church or any officer or any member of the Board shall by virtue of such membership, office, or position, incur or be subject to personal liability to any extent for any indebtedness, obligations, acts or omissions of this Corporation.
Sec 2. Classes of Membership. The Church shall recognize the following categories of membership:
- Active Members: All those individuals who meet the scriptural standards of membership as outlined in Section 1; who regularly attend and take part in the services; who are living consistent Christian lives; and who are in agreement with the objectives of the Church are considered Active members. Active members will have full voting rights and privileges and will be eligible for lay leadership positions. Active members unable to regularly participate due to employment (including military service), educational pursuits, or medical reasons will be considered Active members while the above exception remains in effect.
- Inactive Members: Those members who evidence a lack of interest in the Church through inadequate attendance, participation, or contribution for the previous twelve (12) months may be designated an Inactive member. Inactive members will have no voice or vote on matters before the congregation and will be ineligible for lay leadership positions. The Senior Pastor, or his designee, will contact each Inactive member, counsel them as necessary, and seek to restore them to active fellowship. After an additional ninety (90) days, if no interest in restoration is shown, the individual may be removed from the membership rolls by majority vote of the Elders. An Inactive member may be restored to Active membership upon majority vote of the Elders.
The Senior Pastor and Elders will have the authority and responsibility to review and update the membership rolls at least annually.
Sec. 3. Voting Privileges of Membership. All Active members in good standing, regardless of age, will have equal opportunity to express opinions on business matters at a duly called business meeting. Those Active members age eighteen (18) years or older, and not under church discipline, present (voting by proxy is prohibited) will have the privilege to vote on the following matters:
- Acquisition, sale, or transfer of any real property and related indebtedness – two-thirds (2/3) majority;
- Sale of all or substantially all of the Church’s assets – two-thirds (2/3) majority;
- Merger or dissolution of the Church – two-thirds (2/3) majority;
- Any other major financial event or decision as designated by the board – majority unless otherwise provided.
Sec. 4. Termination of Membership. Membership in this body of believers will be terminated upon:
- Death of the member;
- Request of the member to terminate membership;
- Written request by a member in good standing to transfer membership to another church; or
- Dismissal of the member through disciplinary action as outlined below.
Sect. 5. Discipline of Members.
It shall be the practice of this Church to pursue every reasonable measure for peace and reconciliation. Should one member sin against another member or the Body of members (the Church), the aggrieved members shall follow in a tender spirit the rules given by our Lord and Savior in Matthew 18:15-17; 1 Corinthians 5:9-13; and 1 Thessalonians 5:12-14. If they sin against the Body either in sinful moral failure or biblical heresy, the Pastors, Elders, and mature members are available for counsel and guidance. The purposes of such discipline should be for:
- The repentance, reconciliation, and spiritual growth of the individual disciplined. (Prov 15:5; 29:15; 1 Cor 4:14; Eph 6:4; 1 Tim 3:4-5; Heb 12:1-11; Psalm 119:115; 141:5; Proverbs 17:10; 25:12; 27:5; Eccl 7:5; Matt 7:26-27; 18:15-17; Luke 17:3; Acts 2:40; 1 Cor 5:5; Gal 6:1-5; 2 Thes 3:6, 14-15; 1 Tim 1:20; Titus 1:13-14; James 1:22)
- The instruction in righteousness and good of other Christians, as an example to them. (Prov 13:20; Romans 15:14; 1 Cor 5:11; 15:33; Col 3:16; 1 Thes 5:14 (note- this is written to the whole church, not just to leaders); 1 Tim 5:20; Titus 1:11; Heb 10:24-25)
- The purity of the church as a whole. (1 Cor 5:6-7; 2 Cor 13:10; Eph 5:27; 2 John 10; Jude 24; Rev 21:2)
- The good of our corporate witness to non-Christians. (Prov 28:7; Matt 5:13-16; John 13:35; Acts 5:1-14; Eph 5:11; 1 Tim 3:7; 2 Peter 2:2; 1 John 3:10)
- Supremely for the glory of God by reflecting His holy character. (Deut 5:11; 1 Kings 11:2; 2 Chron 19:2; Ezra 6:21; Neh 9:2; Isaiah 52:11; Ezek 36:20 ; Matt 5:16 ; John 15:8; 18:17, 25; Romans 2:24; 15:5-6; 2 Cor 6:14; 7:1 ; Eph 1:4; 5:27 ; 1 Peter 2:12)
“While not an exhaustive list, examples of essential moral failure (immoral conduct): adultery, embezzlement, inappropriate sexual contact, pornography, lying deceiving etc. Accusations of this nature require hard evidence, not suspicion or opinion. Things that do not qualify as moral failures are things such as: misunderstandings, mistakes, poor judgment, overstatements, miscommunications, showing emotions, verbal missteps and forgetfulness.”
While not an exhaustive list, examples of essential biblical failure (unbiblical teaching): this must be reserved for doctrinal issues that would directly contradict the Bible or the theological beliefs outlined in our constitution. Areas that do not qualify as an essential biblical failure are things such as philosophy of ministry, areas of scripture that are open to interpretation among Christian, and personal convictions.”
The Church will look to the Senior Pastor and Elders for the effective functioning and discipline of its members. Members agree that they will not voluntarily terminate their membership once discipline procedures have commenced. Only after good faith efforts by the Senior Pastor and Elders to bring about repentance and reconciliation have proven futile, the Senior Pastor and Elders or its designees shall give notice of the unrepentant sins, time and place to address the charges. The discipline can include but not be limited to dismissal, censure, suspension or any other measures that the Senior Pastor and Elders decide will bring about repentance. If the church member is disciplined by the Senior Pastor and Elders it may be announced to the members to carry out the Biblical admonitions to bring about repentance and restoration of the disciplined member.
Sec. 6. Restoration. Members dismissed by the Senior Pastor and Elders shall be restored to full membership privileges by the Senior Pastor and Elders according to the spirit of 2 Cor 2:7,8 when their conduct is judged by the Senior Pastor and Elders to be in accordance with the Statement of Faith and Biblical repentance. The Senior Pastor may communicate such restoration to the Church in a timely manner.
ARTICLE II. MEMBERSHIP MEETINGS
Sec. 1. Worship Services. Meetings for public worship will be held on each Sunday and during the week as may be provided for under the direction of the Elders.
Section 2. Annual Business Meetings. There will be an annual business meeting of the congregation held on a date as determined by the Elders. Public notice of the time and place for the annual meeting will be published for at least two (2) consecutive Sundays preceding the date of the meeting. The following business will be conducted at the annual business meeting: the presentation of the Board-approved annual budget for the upcoming calendar year, the presentment of appointed Elders and deacons, and such other business as the Senior Pastor and Elders deem appropriate.
Sec. 3. Special Business Meetings. Special business meetings of the congregation may be called by the Senior Pastor, the Board, the Elders, or at the written request of a majority of the Active members. Public notice of the time, place, and purpose for a special meeting will be published for at least two (2) consecutive Sundays preceding the date of the meeting.
Sec. 4. Quorum. Twenty (20%) percent of the Active members present will constitute a quorum for the transaction of business at a duly called meeting. If quorum is not met, then another meeting will be called, with proper notice given. At the second meeting on the same subjects, quorum is satisfied by the number of Active members present at the start of the meeting.
Sec. 5. Moderator. The Senior Pastor, or his designee, will serve as the Moderator for business meetings. If the Senior Pastor or his designee is unable or unwilling to serve, the Elders will nominate a Moderator pro tem from among their membership to facilitate the business meeting.
Sec. 6. Minutes. The minutes of the annual and special business meetings of the congregation will be taken and kept in the records of the Church under the custody of the Secretary.
ARTICLE III. OFFICE OF ELDER
Sec. 1. General Duties. The Elders shall be responsible for the maintenance of scriptural discipline within the Church and its membership, the doctrine of the Church, the strategic direction of the Church and have authority to execute legal documents on behalf of the Church.
Sec. 2. Qualification, Number, Election, and Term. Elders are Active members in good standing for at least one year and meet the Scriptural qualifications of an Elder identified in 1 Tim 3:1-7 and Titus 1:6-9. The authorized number of Elders shall be such number as may from time to time be authorized by the Elders, provided that such number is no less than three (3). Candidates for Elder will be recommended to the Elders for interview and a willingness to serve. Qualified candidates will be nominated to the Elders for approval by unanimous vote and presentation to the congregation at a duly called business meeting. Upon election, an Elder shall serve until the earlier of his death, resignation, or removal by the Elders.
Sec. 3. Specific Duties and Powers. Without prejudice to the general powers set forth above and subject to the same limitations, the Office of Elder will have the following duties and powers:
- a. To establish governing principles, policies and determine practices for the Church, including the creation and maintenance of policy and procedure manuals, which shall contain all controlling policies and procedures governing any and all aspects of the Church’s affairs, including, but not limited to, committee task descriptions and policies regarding the handling of funds, use of facilities, and employment policies and practices;
- b. Hearing and considering all reports and recommendations submitted by pastors, councils, committees, and staff;
- Setting the Church’s vision and mission;
- Establishing Church objectives and goals and evaluating program achievements in terms of these goals and objectives;
- Reviewing and coordinating program plans recommended by Church officers, organizations, committees, and teams;
- Act in the examination of applicants for membership and in the administration of discipline;
- Selection of supported missionaries and setting of annual support for them;
- Perform duties as Elders:
- Assist in the pastoral ministries of the Church;
- Administering the sacraments of baptism and communion;
- Pray for the sick and be engaged in visitation and counseling at the request of the Pastor;
- Minister to those who respond to altar calls;
- ead the way in modeling evangelism to the Church.
- Other powers and duties assigned by the membership and needed for the orderly administration of the Church.
Sec. 4. Vacancies. A vacancy on the Elders because of death, resignation, removal, disqualification, or any other cause shall be filled by a unanimous vote of the Elders at a duly called meeting.
Sec. 5. Resignation and Removal. Any Elder may at any time deliver to the Senior Pastor a written notice of intent to resign which shall be effective upon acceptance by the Elders. Any Officer or Elder may be removed at any time with or without cause when, in the sole judgment and discretion of the Elders, it is determined by unanimous vote of the rest of the Elders that such Elder should no longer serve in the Office of Elder. In the event any Elder is so removed, a new Elder shall be elected by unanimous vote of the Elders at that meeting or at a meeting called for that purpose.
Sec. 6. Place and time of Regular Meetings. Regular meetings of the Elders may be held at least monthly and at any place and time that has been designated by the Elders.
Sec. 7. Senior Pastor:
- His Ministry: The Senior Pastor shall:
- Lead the Church in achievement of its mission;
- Serve as an ex-officio member of all boards, committees and teams of the Church, unless he delegates to another pastor, elder, or deacon;
- Proclaim the Gospel to believers and unbelievers; and
- Care for the Church’s members and other persons in the community.
- Election and Term: Whenever a vacancy occurs in the position of Senior Pastor, the Elders, or their designee, shall serve as a pastor search committee. With as little delay as possible, the committee shall begin the interview process for an individual meeting the Scriptural qualifications of Elder. The Elders may provide the committee with any additional qualifications desired for a Senior Pastor. The committee shall recommend a qualified candidate to the Elders at a duly called meeting. The committee’s recommendation shall constitute a nomination and only one candidate shall be nominated at one time. A unanimous vote of the Elders present and voting at this meeting shall be required to elect a Senior Pastor. If the candidate does not receive the necessary unanimous vote, the committee shall notify the candidate as soon as possible and begin a search for a new candidate. Upon election, the Senior Pastor shall hold this office until his successor has been appointed or until his earlier resignation, death, or removal.
- Discipline or Termination: If any two persons (with preference to unrelated persons) have a grievance against a Pastor, those persons must report their grievances with the Elders. If the conduct of the Pastor is immoral or egregiously improper, the Elders, in their sole judgment and discretion, may by unanimous vote terminate the Pastor.
- Voting. Unless otherwise stated, the Elders operate in unanimity.
- Assistant or Associate Pastors: Assistant or associate pastors shall be called by the Elders as determined necessary to fulfill the Church’s ministry and upon recommendation by the Senior Pastor. Assistant and associate pastors shall be responsible for those duties as determined in their call and delegated to them by the elders.
ARTICLE IV. OFFICE OF DEACON
Sec. 1. Qualifications. Deacons are Active members in good standing and meet the Scriptural qualifications of a Deacon identified in 1 Tim 3:8-13 and Acts 6:1-4.
Sec. 2. Election, Number, and Term. Candidates for Deacon shall be recommended to the Elders for interview and a willingness to serve. Qualified candidates shall be nominated to the Elders for appointment by unanimous vote and presented to the congregation at duly called business meeting. The authorized number of deacons shall be such number as determined necessary by the Elders. Upon election, deacons shall serve a three (3) year term or until the earlier of his resignation or removal by the Elders.
Sec. 3. Resignation and Removal. Any Deacon may at any time deliver to the Senior Pastor a written notice of intent to resign which shall be effective upon acceptance by the Elders. Any Deacon may be removed at any time with or without cause when, in the sole judgment and discretion of the Elders, it is determined by unanimous vote of the rest of the Elders that that individual should no longer serve as a Deacon. In the event any Deacon is so removed, a new Deacon may be appointed by majority vote of the Elders at that meeting or at a meeting called for that purpose.
Sec. 4. Responsibilities and Duties. Deacons shall be servant-leaders who are responsible for serving the Church by assisting the Senior Pastor and Elders and by serving as Board members with respect to defined financial oversight of the Church. Their duties include but are not limited to:
- Serving as Board members, with duties outlined under Article V. Board of Directors, with respect to financial oversight.
- Serving in an advisory capacity to the elders;
- Assisting with administration of the Church’s financial records and budget, as approved by the Elders; and
- Assisting the Elders in visiting the sick, shut-in, and hospitalized members of the Church as needed;
- Providing necessary support for Church worship services, workshops, and conferences;
- Providing for the operation and maintenance of Church facilities as requested;
- Administering benevolence ministries of the Church;
- Assisting new member ministries to ensure new visitors and members are followed-up with and
- Other servant duties assigned by the Senior Pastor and Elders.
Sec. 5. Meetings. The Deacons shall meet as often as necessary, but no less than monthly, to carry out their duties and responsibilities. A Chairperson shall be elected annually from among their members to facilitate meetings and regularly report to the Elders on the ministries of the Church.
ARTICLE V. BOARD OF DIRECTORS
The Board of Directors shall be comprised of the current Elders and Deacons of the Church and shall meet at least semi-annually. The Treasurer and Secretary shall be non-voting members of the Board, unless they are current Elders or Deacons of the Church. The Board shall consist of not less than fifty (50%) percent lay members of the congregation and unrelated to paid staff.
Sec. 1. General Duties. The corporate powers of the Church will be exercised by or under the authority of the Board of Directors (hereafter also referred to as the “Board” or the “Directors”), which will include both the current Elders and current Deacons of the Church. The powers, business and property of the Church will be exercised, conducted and controlled by the Board for the purposes to direct the financial affairs of the Church. Unless otherwise specified, decisions will be made by 2/3 vote of the Board.
Sec. 2. Specific Duties and Powers. Without prejudice to the general powers set forth above and subject to the same limitations, the Board will have the following duties and powers:
- Exercising oversight of the Church’s financial, business, and property matters and providing counsel, including approval of an annual budget;
- Recommending the borrowing of money and incurring indebtedness on behalf of the Church and the cause to be executed and delivered for the Church’s purposes and in the Church’s name, promissory notes, and other evidences of debt and securities;
- Recommending the acquisition of real property or execution of large construction contracts for congregational approval.
- Recommending dissolution of the Church assets for congregational vote and approval.
- Approval of all Church paid staff compensation.
Sec. 3. Officers of the Board. The Officers of the Board shall be the Senior Pastor/President, Secretary, Treasurer, and any other officers as deemed necessary by the Board from time to time.
Sec. 4. Election and Term. Except for the President, the officers shall be elected by majority vote of the Board members for a term of one (1) year without limitation for reelection or until their successors are elected and qualified.
Sec. 5. Senior Pastor/President. The Senior Pastor shall at all times occupy the office of President and serve as Chairman of the Board. The Senior Pastor as chief executive officer shall have general supervision, director, and control of the business and affairs of the Church as well as such other powers and duties as the Board may prescribe from time to time. If the Senior Pastor shall take any reasonable action that is intended as a corporate act, such action shall be as valid a corporate action as though it had been authorized at a meeting of the Board of Directors. This provision is made to allow the Senior Pastor the freedom to conduct the day-to-day business and affairs of the Church without the necessity of calling a Board Meeting for every decision. This provision is not a license for the Senior Pastor to abuse by not seeking or disregarding the collective decisions of the Board of Directors. The Senior Pastor and other paid staff shall absent themselves from meeting and voting at Board of Director meetings wherein their salaries are being discussed and voted on.
Sec. 6. Transactions with Interested Parties. A contract or other transaction between the Church and one or more of its Board Members, Officers or family members thereof (hereinafter “Interested Party”), or between the Church and any other entity, of which one or more of the Church or its Board Members are also Interested Parties, or in which the entity is an Interested Party with a financial interest – will be voidable at the sole election of the Board unless all of the following provisions are satisfied:
- The Church entered into the transaction for its own benefit;
- The transaction was fair and reasonable as to the Church, or was in furtherance of its exempt purposes at the time the Church entered into the transaction;
- Prior to consummating the transaction, or any part, the Board authorized or approved the transaction, in good faith, by a 2/3 vote of the Directors then in office, without counting the vote of the interested Director or Directors, and with knowledge of the material facts concerning the transaction and the Interested Parties’ interest in the transaction; and
- Prior to authorizing or approving the transaction, the Board, in good faith, determined, after reasonable investigation and consideration, that either the Church could not have obtained a more advantageous arrangement, with reasonable effort under the circumstances, or the transaction was in furtherance of the Church’s tax-exempt purposes.
Common or interested Board Members may not be counted in determining the presence of a quorum at a meeting of the Board (or a committee thereof) that authorizes, approves, or ratifies such contract or transaction. Notwithstanding the above, no loan shall be made by the Church to any of its Board Members or congregational members.
Sec. 7. Conflicts of Interest Policy. The Board will adopt a Conflicts of Interest Policy that will provide for full disclosure of material conflicting interests by Board Members, Officers, or employees. This Policy will permit the Board to determine whether the contemplated transaction may be authorized as just, fair and reasonable to the Church.
Sec. 8. No Compensation for Directors. No salary or compensation will be paid to any member of the Board in his capacity as Member of the Board, but nothing herein will be construed to preclude any Board Member from serving the Church in any other capacity and receiving reasonable compensation. Moreover, the Board Member may receive reasonable reimbursement for travel and other expenses approved by the Board or its designee, upon request and written documentation.
Sec. 9. Senior Pastor Compensation. The Board shall specify a Pastor’s initial compensation at the time of his calling. The Senior Pastor shall recuse himself from Board discussions and vote regarding his compensation. The Church shall provide, as possible, adequate salary, housing allowance, health insurance, continued education, pension, conference funds, vacation time, and other special funds as needed for his ministry. The Church shall also defray the costs of sending the Pastor to out-of-town conferences, conventions or mission trips attended for the Church, as approved by the Elders.
Sec. 10. Special Meetings. The Senior Pastor or a majority of the Board may call meetings of the Board for any purpose or purposes at any time. The transactions of any meeting of the Board however called and notice and wherever held, shall be valid as though at a regular meeting.
Sec. 11. Notice. Unless an emergency situation dictates otherwise, notice of the time and place and in the case of a special meeting the purpose of every meeting of the Board shall be in writing and be duly sent, mailed, or otherwise delivered to each Board member not less than ten (10) days before the meeting; provided that no notice of any regularly scheduled or adjourned meeting need be given.
Sec. 12. Quorum. Before a meeting for the transaction of business can occur, a quorum of the Boared must be present. A quorum shall be a majority of the Board members who must be present at the meeting.
Sec. 13. Participation by Conference Telephone or Similar Electronic Device. Members of the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at such meeting. When such a meeting is conducted by means of a conference telephone or similar communications equipment, a written record shall be made of the action taken at such meeting, noting participation of those who were present by means of such communication equipment.
Sec. 14. Action without Meeting. Any action required or permitted to be taken by the Board Members may be taken without a meeting, if all of the Board Members, individually or collectively, consent in writing to the action. Such action by written consent will have the same force and effect as the 2/3 vote of the Board Members. Such written consent or consents will be filed with the minutes of the proceedings of the Board Members.
Sec. 15. Board Teams. The Board, by 2/3 vote of all Directors in office, may appoint two or more persons from among its number to serve as special Board team, such as the Board may determine are necessary, which shall have such powers and duties as shall from time to time be prescribed by the Board. Except as otherwise provided by law, the Articles of Incorporation, these Bylaws, or by a Resolution of the Board, each Board team may not exercise the authority of the Board.
Sec. 16. Secretary. The Secretary shall be an ex-officio member of the Board but may or may not be an Elder or Deacon. The Secretary shall keep the minutes of the official meetings of the Board and the annual and special business meetings of the Church and provide appropriate notice to the Board members and Congregational members for their respective meetings. The Secretary shall keep a record of the membership of the Church and perform any other clerical work necessary to the proper discharge of his or her duties. The Secretary shall be the custodian of all legal documents, and the corporate seal. Performance of these duties may be delegated to one or more paid staff or volunteers upon approval of the Board.
Sec. 17. Treasurer. The Treasurer shall be an ex-officio member of the Board, but may or may not be an Elder or Deacon. The Treasurer shall be entrusted with all the finances of the Church. The Treasurer shall deposit all funds in a responsible bank in the name of the Church and shall disburse the same by check, as authorized by the Senior Pastor and the Board. The Treasurer shall keep an itemized account of all receipts and disbursements and shall make an itemized report at the regular meetings of the Board and a summarized report to the Church at its annual business meetings. His accounts shall be audited at last bi-annually under the direction of the Senior Pastor and the Board. Performance of these duties may be delegated to one or more paid staff or volunteers upon approval of the Board.
Sec. 18. Minutes. Minutes of the meetings of the Board shall be recorded and taken by the Secretary who shall have custody thereof and be responsible for circulated copies to the members in a timely manner.
ARTICLE VI. MINISTRIES AND COMMITTEES
Sec. 1. Departments and Committees. . The Elders may establish such other ministries or committees (Standing and Special) as needed to assist in the performance of its responsibilities. These ministries or committees shall function under the oversight of the Elders but shall continue to pursue their delegated responsibilities as defined by the Church and those tasks specifically delegated to them. A Special Committee may not exist beyond the duration of one year without reauthorization by the Elders.
Sec. 2. Organization and Responsibilities. The organization, authorities and, responsibilities of each Standing and Special committee shall be described more fully in the Church Policy and Operations Manual.
Sec. 3. Committee Members and Chairpersons. Candidates for committees or ministries may be recommended to the Elders based on SHAPE (Spiritual gifts, Heart [passion for a particular ministry], Abilities, Personality traits, and Experience) for consideration and appointment by the Board. Unless otherwise stated in these Bylaws, the Elders shall appoint capable people for Chairperson or Leader to oversee and run such committee or ministries.
ARTICLE VII. NON-PASTORAL STAFF
Sec. 1. Non-pastoral Staff. Non-pastoral staff, including office staff, function as servants in coming alongside of the pastoral staff and the body of the Church to support them in ministry. It is the Senior Pastor or his designee’s responsibility to lead ministry staff in the direction that helps the Church accomplish its goals.
Sec. 2. Duties and Responsibilities. The duties and responsibilities for all staff positions will be formulated and approved by the Elders or their designee.
Sec. 3. Selection. Selection and approval of non-pastoral staff will be the responsibility of the Elders, with recommendations by the pastoral staff.
Sec. 4. Resignation and Termination. Any staff member may at any time resign by submitting written notice to the Senior Pastor or an Elder. Any non-pastoral staff member may be terminated upon recommendation by a supervising staff member and approval by the Elders. Such terminations of staff may be reported to the Members, but does not need Membership approval.
ARTICLE VIII. CHURCH POLICY AND OPERATIONS MANUAL
Sec. 1. Development of Church Policy and Operations Manual. The development of a Church policy and operations manual shall be overseen by the Elders or their designees. This manual shall include all Church policies, procedures, job descriptions, and organization charts depicting lines of responsibility in the administration of the Church. The manual shall be kept in the Church office and made available for use by any member of the church. The Board Secretary shall maintain the manual. The Elders or their designees shall review the manual at least annually, with the authority to recommend changes for the Elders to consider and vote on.
Sec. 2. Compilation and Maintenance of the Manual. The Elders and any of its designees shall be responsible for compiling and maintaining a policy and operations manual for the day-to-day administrative functions of the Church not covered in the Constitution and Bylaws. Subjects covered may include, but are not limited to, the following:
- Personnel policies and procedures not covered in the bylaws
- Church property policies and procedures
- Church discipline policies and procedures
- Christian conciliation and dispute resolution policies and procedures
- Child protection policies and procedures
- Home Fellowship and Team Leader manuals
- Other policies and procedures as needed
These policy and operations manuals shall be available at the church office for members to review. Any suggested changes shall be recommended to the Elders for review and consideration.
ARTICLE IX. FINANCES
All funds for the maintenance of the church shall be provided by the tithes and offerings of those who fellowship in the Church and others who desire to give to this Church. These offerings shall be administered by the Elders of the Church. (Mal 3:10; Luke 6:33; 1 Cor 16:1, 2; 2 Cor 9: 6-8).
Sec. 1. Budget and Audit. The Board or its designee shall prepare and submit an annual budget to the Board for approval at the regular business meeting in October of each year. The inclusive budget will be presented indicating the amount needed and sought for all local and other expenses with an annual strategic plan. The Board or its designee shall conduct or arrange for an annual review or audit of a type and nature they deem appropriate; however, every other year, the Church will conduct either a review or audit by an outside auditor.
Sec. 2. Accounting Procedures. All funds received for any and all purposes shall pass through the hands of the Board Treasurer, or their designee, and be properly recorded on the books of the church. A system of accounting for handling of all funds shall be the responsibility of the Board or its designee.
Sec. 3. Deposits. The Board or its designee shall select banks, trust companies, or other depositories in which all funds of the Church not otherwise employed will, from time to time, be deposited to the credit of the Church.
Sec. 4. Checks. All checks or demands for money and notes of the Church shall be signed by such officer or officers or such other persons as the elders may from time to time designate. Any check, wire transfer, or similar demands for money over the amount of seven thousand dollars ($7,000.00) shall require Elder approval.
Sec. 5. Fiscal Year. The Board, in consultation with the necessary committees, will have the power to fix, and from time to time to change, the fiscal year of the Church. Accurate records will be kept by all organizations of the Church and report made on the fiscal year basis. All funds handled by any and all organizations will be reported to the Elders.
Sec. 6. Contracts. The President can sign contracts to bind the Church once approved by the Board or according to its procedures. However, the Board may authorize any officer or officers, agent or agents of the Church, 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 or on behalf of the Church, including real estate transactions once proper approval has been sought and obtained. Such authority may be general or confined to specific instances. All contracts for major services or expenditures should be reviewed by a competent attorney.
Sec. 7. Endowments. The Board may establish on behalf of the Church any endowments for the general purposes or for any special purposes of the Church.
Sec. 8. Designated Contributions. The Church may accept any designated contributions, grant, bequest, or devise consistent with its general tax exempted purposes, as set forth in the Articles of Incorporation. As so limited, donor designated contributions shall be accepted for special funds, purposes, or uses as approved by the Elders, and such designations generally will be honored. However, the Church reserves all rights, title, and interest in and to and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any funds (including designated contributions) to assure that such funds shall be used to carry out the Church’s tax exempt purposes.
Sec. 9. Benevolence Fund. The Deacons shall establish procedures to receive and disburse by check all funds allocated to them in the Benevolence Fund. It shall be the duty of the Deacons as a Benevolence Team to determine needs of the congregants or others in the community as they arise. The Deacons shall examine the need of the recipients of these designated funds.
Sec. 10. Partnerships, Joint Ventures, LLC’s, and Auxiliary Corporations. The Board may authorize in writing any officer(s) or agent(s) of the Church to enter into any partnerships or joint ventures or create auxiliary corporations or limited liability companies that the Board determines shall advance the religious purposes and goals of the Members as described herein and not violate the Church’s tax exempt status.
ARTICLE X. PROPERTY RIGHTS
Sec. 1. All property, real or chattel, shall be taken, held, sold, transferred, or conveyed in the corporate name of Shepherd Gate Church.
Sec. 2. No real or chattel property of the Church shall be sold, leased, mortgaged or otherwise alienated without the same shall have been authorized by the Board and two-thirds (2/3) vote of the congregation at a duly called meeting.
Sec. 3. The Senior Pastor of the church shall certify in such conveyance, lease, or mortgage, that the same has been duly authorized by the Board and sufficient vote of the congregation. Such certificates shall be held to be conclusive evidence thereof.
Sec. 4. In the event that this Church ceases to function as a church body, then the said property, real or chattel, shall revert to another recognized church body or ministerial association, selected by the Board. In the event of the sale of the property by the designated church body or ministerial association, the proceeds derived therefrom shall be used by the said body or association in furtherance of the Gospel of Christ.
ARTICLE XI. BIBLICAL SETTLEMENT OF DISPUTES WITHIN OR AGAINST THE CHURCH
In any dispute arising between or among Church members, pastors, or staff, the dispute may be resolved by the Elders (or a duly appointed committee from the elders) under the Christian Conciliation Rules and Procedures published at www.hispeace.org. All employees of the Church shall sign policies or contracts with the Christian Dispute Resolution clause in it. All contractors and vendors of the Church may be asked to sign policies or contracts with the Christian Dispute Resolution clause in it.
Any dispute between a member and the Church shall be resolved though Christian Conciliation. Christian mediation should be attempted but if it does not resolve the dispute then legally binding Christian Arbitration shall be employed by the Elders or individuals selected by the Elders in accordance with the Rules of Procedure for Christian Conciliation found at www.HisPeace.org. A decision shall be reached after prayerful consideration, in a spirit of humility, with each Arbitrator seeking that which most glorifies God.
Judgment upon an arbitration decision may be entered in any court otherwise having jurisdiction. Jurisdiction and venue shall be the county and state where the church is located and Virginia law will apply to the dispute. Members, pastors, staff or third party vendors/contractors shall understand that these methods shall be the sole remedy for any controversy or claim arising against the Church and expressly waive their right to file a lawsuit in any civil court against one another or the Church for such disputes, except to enforce an arbitration decision. In that case, judgment upon an arbitration award may be entered by any court having competent jurisdiction, in conformity with the laws of the Commonwealth of Virginia. Notwithstanding this above provision, to protect the church and its members and under its risk policy procedures, the church is required to maintain liability insurance. Therefore, this conflict provision is conditioned upon agreement by the Church’s insurers that, in light of the particular facts and circumstances surrounding the disputed matter, this provision, and the process it establishes will not diminish any insurance coverage maintained by the Church.
ARTICLE XII. INDEMNIFICATION
Any person made or threatened to be made a party to any action or proceeding, whether civil or criminal by reason of the fact that he or his testator is or was a Director, Elder, Deacon, Officer, employee, or agent of the Church, may be indemnified by the Church, and the Church may advance his related expenses, to the full extent permitted by law. The Church may purchase and maintain insurance to indemnify: (a) itself for any obligation which it incurs as a result of the indemnification specified above; and (b) its Directors, Elders, Deacon, and Officers.
ARTICLE XIII. AMENDMENTS
Amendments to the Bylaws pertaining to Board responsibilities may be submitted to the Board for consideration and comment. Other amendments not pertaining to Board responsibilities may be submitted to the Elders for consideration and comment. These Bylaws, if pertaining to Board responsibilities, may be amended by 2/3 consent of the Board present and voting at a duly called meeting, and with the consent of a majority of congregational members present at a congregational meeting, provided that the following procedure has been followed:
- The proposed written amendment has been presented at a previous Board meeting; and
- The proposed amendment has been mailed or made available to the Board members at least two (2) weeks before the meeting to act on the amendment.
For amendments not pertaining to Board responsibilities and provided that the same procedures outlined above are followed, these Bylaws may be amended by unanimous vote of the Elders and by a majority vote of congregational members present at a congregational meeting duly called for that purpose.