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These by laws are established to promote order and continuity in the conduct of the affairs of the Westerville Christian Church.
ARTICLE I – CORE VALUES
Westerville Christian Church seeks to accomplish Jesus’ mission for his church by making the five New Testament purposes our priority:
A. Authentic worship nurtures a vital relationship with God!
B. Outreach focuses on meeting people’s needs and healing hurts!
C. Small Groups connect people and foster growth!
D. Spiritual growth leading to maturity must be intentional!
E. Serving people as we are gifted serves God!
ARTICLE II – CONGREGATIONAL MATTERS
1. Ministry Partner: Individuals who desire to become part of the congregation of Westerville Christian Church are expected to adhere to Biblical principles and the Ministry Partner Covenant. The term “Ministry Partner” is used rather than ”member” for a person who has decided to join this congregation because it accurately reflects the expectation that this person agrees to partner in service with others in the congregation.
2. Annual Business Meeting: The meeting called to affirm the selection of Elders and Deacons shall constitute the annual business meeting. A time to gather to pray over the vision and direction of the church can be announced periodically as deemed appropriate by the Elders.
3. Special Meetings: A special congregational meeting may be called by the Church Board. All special meetings are subject to at least two weeks prior written notice to the congregation. Such notice shall be made through the church newsletter, electronic media, or such other means as are appropriate and shall include the purpose for which the meeting is to be called.
4. Congregational Authority: The Elders shall have sole authority for the following decisions, subject to the affirmation of the congregation:
A. Selection of Elders and Deacons to full terms
B. Approval of sale or purchase of real estate
C. Approval of employment of Minister(s),
D. Approval of amendments to these by laws
5. Voting: Affirmation on all of the items in Article II section 4 shall be by written ballot. Affirmation on all other matters shall be by any acceptable parliamentary method. No absentee affirmation shall be permitted. Only Ministry Partners eighteen years of age or older shall be eligible to affirm at congregational meetings. In all matters requiring a written ballot, the official ballot must be used. Unless otherwise stated in these by laws, a majority affirmation of the eligible Ministry Partners present shall be necessary and sufficient to pass a measure.
6. Quorum: At any congregational meeting, 25% of the eligible Ministry Partners must be present to constitute a quorum.
7. Organization and/or procedure: The Chairman of the Board shall preside over all meetings and shall be responsible for the following:
A. Creating the agenda;
B. Establishing a quorum;
C. Issuing ballots to all eligible Ministry Partners present; and
D. The counting of all ballots.
8. Parliamentary Authority: Robert’s Rules of Order shall guide all congregational meetings of the church.
9. Change of Meeting Dates: Should an emergency arise concerning the date of a congregational meeting, the Elders shall have the authority to change said date.
10. Emergency Meeting: If the Elders deem a situation an emergency, where action is required without the normal two-week notice, they have sole authority to call a congregational meeting immediately.
ARTICLE III – CHURCH BOARD
1. Members: The Church Board shall consist of the duly elected Elders.
2. Qualities of Elders: The qualities for Elders are those revealed in the New Testament (1 Timothy 3; Acts 6; Titus 1).
3. Terms of Office: The terms of Elders shall be for three (3) years. Full terms of Elders shall commence on January 1st.
4. Duties: the Elders shall be responsible for the overall spiritual growth of the congregation. They shall review and approve or disapprove all candidates for Elder and Deacon. They shall have authority to appoint Elders and Deacons as they deem necessary to serve until the following year. Elders have four primary functions: (1) Prayer and ministry of the Word of God; (2) Pastor/Shepherd the flock; (3) Protect the flock from false teaching; and (4) Policy creation as outlined in Acts. The Elders shall also fulfill the role of leadership by functioning as the Church Board.
5. Removal: The Elders shall be responsible for removal of any Elder or Deacon, in accordance with the teachings of the New Testament (Acts 14:23; 1 Timothy 5:19; James 5:19-20). A written statement of cause for removal shall be presented before and approved by the Elders.
6. Authority: The Elders have the authority to establish from time to time various ministry groups or committees for the purpose of carrying out and enhancing the purposes of the church.
ARTICLE IV – DEACONS
1. Qualities of Deacons: The qualities for Deacons are those revealed in the New Testament (1 Timothy 3; Acts 6; Titus 1).
2. Terms of Office: The terms of Deacons shall be for three (3) years. Full terms of Deacons shall commence on January 1st.
3. Duties: The Deacons responsibility is to serve. Deacons shall relieve the Ministers and Elders of tasks as assigned so that they may concentrate on the ministry of the Word, prayer and spiritual oversight.
ARTICLE V OFFICERS
1. Elected Officers: The officers of Westerville Christian church shall consist of Chairman of the Church Board, Vice Chairman of the Board and Secretary. They shall be elected by the Church Board.
2. Appointed Officers: The Church Board shall have the authority to appoint a Treasurer.
3. Terms of Office: Each of the elected officers listed in Section 1 above shall serve for a term of one (1) year.
ARTICLE VI – DIRECTORS
1. Selection: Three (3) Directors (formerly known as Trustees) shall be nominated by the Church Board, subject to the affirmation by the congregation.
2. Duties: The Directors, under the direction of the Church Board, shall administer the corporate power of the church. In the absence of elders, the Directors shall function as the Church Board.
3. Terms of Office: The terms of Directors shall be for three (3) years. Full terms of Directors shall commence on January 1st.
4. Removal: If any director cannot fulfill the stated term due to death, resignation or removal by the church board the elders have authority to select another person to fulfill said term.
ARTICLE VII – MINISTERS
1. Definition: A Minister is one who has been ordained in the ministry.
2. Selection: Whenever the calling of a Minister becomes necessary, the Chairman of the Church Board shall seek direction from the Elders. After prayer and fasting, the Elders shall recommend to the congregation the candidate selected for affirmation at a congregational business meeting following worship. Following affirmation by the congregation, the Elders shall prepare a written agreement to be signed by the Chairman of the Directors and the new Minister. The Executive Minister or other such person designated by the Elders shall hire all non-ministerial staff, subject to the approval of the Elders.
3. Duties: Ministers shall perform the duties pertaining to their office in harmony with the concept of the church as found in the New Testament. They will report to the Elders of the congregation.
4. Employment Period: The Minister(s) shall be called to serve for indefinite periods, and may be terminated by resignation of the minister upon a 60-day written notice to the Elders.
5. Removal: A recommendation for removal of a Minister(s) requires prayer and fasting by the Elders. Upon their approval of the recommendation for removal, the Minister(s) in question shall be terminated immediately.
ARTICLE VIII – INDEMNITY
The church shall indemnify each person who is or was an Elder, Deacon, Director, Minister or Staff Member of the church, or of any organization which the person is serving or served in any capacity at the request of the church, against any and all liability and reasonable expense that may be incurred by the person in connection with or resulting from any claim, action, suit or proceeding (whether actual or threatened, brought by or in the right of the church or such other organization or otherwise, civil, criminal, administrative, investigative, or in connection with an appeal relating thereto), in which the person may become involved, as a party, or otherwise, by reason of being or having been an Elder, Deacon, Director , Minister or Staff Member of the church or of such organization or by reason of any past or future action taken or not taken in the capacity as such Elder, Deacon, Director, Minister or Staff Member, whether or not the person continues to be such at the time such liability or expense is incurred; provided, however, no such person shall be so indemnified where such person shall have been determined in any legal proceeding to have been grossly negligent or shall have been found in any legal proceeding to have been engaged in willful misconduct in the performance of his or her duties, and in addition, in any criminal action or proceeding unless the person shall have had reasonable cause to believe that the conduct was unlawful. As used in this section the terms “liability” and “expense” shall include, but not be limited to, attorney’s fees and disbursements and amounts of judgments, fines or penalties against, the amounts paid in settlement by an Elder, Deacon, Director, Minister or Staff Member. The termination of any claim, action, suit, or proceeding, civil or criminal, by judgment, settlement (whether with or without court approval), conviction, or upon a plea of guilty or nolo contendere, or its equivalent, shall not create a presumption that an Elder, Deacon, Director, Minister or Staff Member did not meet the standards of conduct set forth in the first sentence of this section.
If several claims, issues, or matters of action are involved, any such person may be entitled to indemnification as to some matters even though he is not entitled as to others.
The church may advance expenses, to, or where appropriate, may at its expense undertake the defense of such Elder, Deacon, Director, Minister or Staff Member upon receipt of an undertaking by or on behalf of such person to repay such expense if it should ultimately be determined that the person is not entitled to indemnification under this section.
The provision of this section shall be applicable to claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after the adoption hereof.
The rights of indemnification provided hereunder shall be in addition to any rights to which any person concerned may otherwise be entitled by contract or as a matter of law, and shall inure to the benefit of the heirs, executors, and administrators of any such person. Nothing contained herein shall restrict the right of the church to indemnify or reimburse any person in any case which it deems to be proper even though not provided for herein. The church, its Elders, Deacons, Directors, Ministers and Staff Members shall not be liable in taking any action or making any payment under this section or in refusing to do so, in reliance upon the advice of counsel.
ARTICLE IX – CREATION OF OTHER ENTITIES
The Church Board is authorized to consider and facilitate the creation of other corporations, LLC’s, LLP’s, or other entities to enhance and enable the ministries or activities of the church.
ARTICLE X – OFFERINGS AND FUNDS
Unless otherwise designated, all offerings shall be placed in the general fund. Designated offerings (e.g., building, missions) shall be placed in specially marked funds. A specific percent of all general fund offerings shall be set aside for the missionary fund. This percentage will be determined each year by the Church Board in light of the entire ministry determined to be accomplished and after consulting with the mission ministry.
ARTICLE XI – DEFICIT SPENDING
There shall be no disbursements of funds for any expense that is over the budgeted amount unless approved by the Church Board.
ARTICLE XII – AMENDMENTS
These by-laws may be amended by two-thirds majority affirmation vote at any congregational meeting, provided thirty (30) days written notice of the proposed amendments has been given, through notice in the church newsletter, electronic media or such other means as is appropriate.
ARTICLE XIII – PURPOSE
Westerville Christian Church is organized exclusively for religious, charitable, and educational purposes within the meaning of those terms as used in section 501(c) (3) of the Internal Revenue Code of 1954, including for such purposes, the making of distributions or organizations that qualify as exempt organizations under section 501(c) (3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Law.
Westerville Christian Church shall not, by any implication or construction be deemed to possess the power of engaging in any activities for the purpose of or resulting in the pecuniary remuneration of its members, as such, but this provision shall not be deemed to prohibit reasonable compensation to members for services actually rendered; nor shall the church be prohibited from engaging in any undertaking for profit as long as such undertaking for profit does not inure to the benefit of its members. No part of the net earnings of the church shall inure to the benefit of, or be distributable to, its members, Directors, Officers, or other private persons, except that the church shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these by-laws. 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 publishing or distribution of statements) any political campaign on behalf of or for any candidate for public office. Notwithstanding any other provision of these by-laws, the church shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Law or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Law.
In the event of the dissolution of the church, the Church Board shall, after paying and discharging all debts, obligations, and liabilities of the church of making adequate provision therefore and in accordance with the laws of the state of Ohio, transfer and dispose of all the assets of the church to such organization or organizations as the Official Church Board shall determine, organized exclusively for religious, charitable, and educational purposes consistent with the purposes of the church, as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue code of 1954 or the corresponding provisions of any future United States Internal Revenue Law, and as shall qualify as a distributee under the Ohio Not-For-Profit Corporation Act or the corresponding provisions of any future law of the state of Ohio.
By-law Revisions:
May 1980
May 1982
October 1989
October 1992
April 1993
November 2004
November 2008
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