AMENDED AND RESTATED BYLAWS
THE CHURCH IN ST.AMANT
These Amended and Restated Bylaws (these “Bylaws”) govern the affairs of The Church in St.Amant, a Louisiana religious nonprofit corporation (the “Church”). The Church is organized under Chapter 2, Title 12 of the Louisiana Revised Statutes of 1950, the Louisiana Nonprofit Corporation Law, as amended (the “Law”). These Bylaws amend and restate, in its entirety, the previous Bylaws of the Church, as amended.
NAME AND PRINCIPAL OFFICE
The name of this religious nonprofit organization is The Church in St.Amant. The principal office of the Church in the State of Louisiana shall be located at 14323 Hwy 431 St.Amant, Ascension Parish, Louisiana 70774. The Board of Directors of the Church shall have full power and authority to change any office from one location to another, either in Ascension Parish, Louisiana or elsewhere. The Church shall comply with the requirements of the Law and maintain a registered office and registered agent in Louisiana. The registered office may be, but need not be, identical to the Church’s principal office in Louisiana. The Board of Directors may change the registered office and the registered agent as provided in the Law.
STATEMENT OF FAITH AND BELIEFS
This Church accepts the Bible as the revealed will of God, the all-sufficient rule of faith and practice, and for the purpose of fulfilling God’s mission.
This 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 of like precious faith.
The Church is formed for any lawful purpose or purposes not expressly prohibited under the Louisiana Nonprofit Corporation Law. The Church is organized and shall be operated exclusively for religious, charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Notwithstanding the foregoing, the Church’s purposes also include the limited participation of the Church in any other activities, including taxable activities, but only to the extent the activities would be permitted by a tax-exempt organization. More particularly, but without limitation, the purposes of this Church are:
(a) 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.
(b) To establish and maintain a place of worship of the Almighty God, our Heavenly Father; to provide for Christian fellowship; to propagate the gospel of Jesus Christ both at home and in foreign lands; and to support and send missionaries throughout the world;
(c) To ordain, employ and discharge ordained ministers of the Gospel, and others, to conduct and carry on divine services at the place of worship of the Church, and elsewhere.
(d) 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 Louisiana and elsewhere.
(e) To make distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended.
(f) This Church is also organized 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.
(g) Statement on Marriage and Sexuality – We believe the term “marriage” has only one meaning and that is marriage sanctioned by God which joins one man and one woman in a single, exclusive union, as delineated in Scripture. We believe that God intends sexual intimacy to only occur between a man and a woman who are married to each other. We believe that God has commanded that no intimate sexual activity should occur outside of a marriage between a man and a woman.
We believe that any form of sexual immorality, such as adultery, fornication, homosexuality, bisexual conduct, bestiality, incest, pornography or any attempt to change one’s sex, or disagreement with one’s biological sex, is sinful and offensive to God.
We believe that in order to preserve the function and integrity of the church as the local Body of Christ, and to provide a biblical role model to the church members and the community, it is imperative that all persons employed by the church in any capacity, or who serve as volunteers, should abide by and agree to this Statement on Marriage and Sexuality and conduct themselves accordingly.
Because we believe in the biblical teaching that marriage is between one man and one woman, marriages outside those parameters will not be performed by church ministers or on church property.
We believe that God offers redemption and restoration to all who confess and forsake their sin, seeking His mercy and forgiveness through Jesus Christ.
We believe that every person must be afforded compassion, love, kindness, respect, and dignity. Hateful and harassing behavior or attitudes directed toward any individual are to be repudiated and are not in accord with Scripture nor the doctrines of the church.
Statement of Biblical Authority
“The statement of faith does not exhaust the extent of our faith. The Bible itself, as the inspired and infallible Word of God that speaks with final authority concerning truth, morality, and the proper conduct of mankind, is the sole and final source of all that we believe. For purposes of church doctrine, practice, policy, and discipline, our Board of Directors is the church’s final interpretive authority on the Bible’s meaning and application.”
Statement of Purpose
The church’s facilities were provided through God’s benevolence and by the sacrificial generosity of church members. The church desires that its facilities be used for the fellowship of the Body of Christ and always to God’s glory. Although the facilities are not generally open to the public, we make our facilities available to approved non-member persons and groups as a witness to our faith, in a spirit of Christian charity, and as a means of demonstrating the Gospel of Jesus Christ in practice.
However, facility use will not be permitted to persons or groups holding, advancing, or advocating beliefs, or advancing, advocating, or engaging in practices that conflict with the church’s faith or moral teachings, which are summarized in, among other places, the church’s constitution and bylaws. Nor may facilities be used for activities that contradict, or are deemed by the pastor as inconsistent with, or contrary to the church’s faith or moral teachings. The pastor, or his official designee, is the final decision-maker on whether a person or group is allowed to use church facilities.
This restricted facility use policy is necessary for two important reasons. First, the church may not in good conscience materially cooperate in activities or beliefs that are contrary to its faith. Allowing its facilities to be used for purposes that contradict the church’s beliefs would be material cooperation with that activity, and would be a grave violation of the church’s faith and religious practice. See 2 Corinthians 6:14; 1 Thessalonians 5:22.
Second, it is very important to the church that it presents a consistent message to the community, which the church staff and members conscientiously maintain as part of their witness to the Gospel of Jesus Christ. To allow facilities to be used by groups or persons who express beliefs or engage in practices contrary to the church’s faith would have a severe negative impact on the message that the church strives to promote. It could also be a source of confusion and scandal to church members and the community because they may reasonably perceive that by allowing use of our facilities, the church is in agreement with the beliefs or practices of the persons or groups using church facilities.
Therefore, in no event shall persons or groups who hold, advance, or advocate beliefs, or advance, advocate, or engage in practices that contradict the church’s faith use any church facility. Nor may facilities be used in any way that contradicts the church’s faith. This policy applies to all church facilities, regardless of whether the facilities are connected to the church’s sanctuary, because the church sees all of its property as holy and set apart to worship God. See Colossians 3:17.
POWERS AND RESTRICTIONS
Except as otherwise provided in these Bylaws and in order to carry out the above-stated purposes, the Church shall have all those powers set forth in the Law, as it now exists or as it may hereafter be amended. Moreover, the Church shall have all implied powers necessary and proper to carry out its express powers. The powers of the Church to promote the purposes set out above are limited and restricted in the following manner:
(a) The Church shall not pay dividends and no part of the net earnings of the Church shall inure to the benefit of or be distributable to its organizers, officers or other private persons, except that the Church shall be authorized and empowered to make payments and distributions (including reasonable compensation for services rendered to or for the Church) in furtherance of its purposes as set forth in the Articles and these Bylaws. No substantial part of the activities of the Church shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Church shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of the Articles of Incorporation or these Bylaws, the Church shall not carry on any other activities not permitted to be carried on by (i) a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws, or (ii) a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws.
(b) In the event this Church is in any one year a “private foundation” as defined by Section 509(a) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws, it shall be required to distribute its income for such taxable year at such time and in such manner as not to subject the foundation to taxation under Section 4942 of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws; and further shall be prohibited from: (i) any act of “self dealing” as defined in Section 4941(d) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws; (ii) retaining any “excess business holdings” as defined by Section 4943(c) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws; (iii) making any investments in such manner as to subject the foundation to taxation under Section 4944 of the Internal Revenue Code of 1986, as amended, or corresponding provisions any subsequent federal tax laws; or (iv) making a taxable expenditures as defined in Section 4945(d) of the internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws.
(c) The Church shall not accept any gift or grant if the gift or grant contains major conditions 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.
The Church shall have one class of membership. Membership in this Church shall be open to all who give faith openly to our Lord Jesus Christ. The Board of Directors may adopt and amend application procedures and qualifications for membership in the Church. Power to manage and govern the Church shall be vested in the Board of Directors as set forth in Article 7 of these Bylaws. As such, members are not entitled to vote in person, by proxy or otherwise.
MANAGEMENT OF THE CHURCH
BOARD OF DIRECTORS
7.01 Management. Power to manage and govern the affairs of the Church is vested in the Board of Directors of the Church, except for powers granted to members by these Bylaws. The term “Board of Directors” shall mean Board of Directors as required by the Law.
7.02 Number of Directors. The Board of Directors shall consist of the Senior Pastor, and until changed by amendment of the Articles of Incorporation or these Bylaws, such number of additional Directors as may from time to time be nominated and elected in accordance with these Bylaws, provided that the total number of Directors shall not be less than three (3) nor more than nine (9).
7.03 Term of Directors. Each Director, other than the Senior Pastor, shall hold office for a period of one (1) year or until his successor is elected, appointed, or designated herein, and may serve successive terms. The Senior Pastor shall be a full voting member of the Board of Directors.
7.04 Chairman of the Board. The Senior Pastor shall serve as the Chairman of the Board of Directors and shall preside at all the meetings of the Board of Directors. He shall have the power in his sole discretion to select an Appointee, who shall be endued with all powers of the Senior Pastor, in his absence, at any meetings of the Board of Directors or Committees. Any reference to the Senior Pastor in these Bylaws shall, by default, make reference to his Appointee.
7.05 Powers. The Board of Directors shall have all of the rights, powers, and responsibilities of a board of directors pursuant to the Law, subject to any limitations under the Law, the Articles of Incorporation of the Church and these Bylaws. All corporate powers shall be exercised by or under the authority of the Board of Directors. The Board of Directors 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 Directors shall be responsible for the acquisition and disposition of Church property, other than real property, in conjunction with appropriate committees, which includes the management of its financial resources. The Board of Directors shall have the power to buy, sell, mortgage, pledge or encumber any Church property, excluding real property, and incur related indebtedness.
7.06 Nomination and Election. The Board of Directors shall nominate persons they deemed qualified to serve on the Board of Directors. In addition, the Board of Directors may appoint a Nomination Advisory Team to report to the Board of Directors regarding suitable nominees. The persons nominated shall be presented to the Board of Directors for election at a regular or special meeting. Directors shall be natural persons who are active members of The Church in St.Amant.
7.07 Vacancies. The Board of Directors of the Church shall be given a reasonable amount of time to nominate persons they deem qualified in accordance with these Bylaws to serve on the Board of Directors to fill any vacancy occurring on the Board of Directors, and any position to be filled due to an increase in the number of Directors serving. A vacancy is filled by the affirmative vote of the remaining Directors, even if it is less than a quorum of the Directors, or if it is a sole Director. A person so elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
7.08 Meetings. Regular or Special meetings of the Board of Directors may be held either within or outside the State of Louisiana, but shall be held at the Church’s registered office in Louisiana if the notice thereof does not specify the location of the meeting. A regular or special meeting may be held at any place consented to in writing by all of the Directors, either before or after the meeting. If such consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, as long as all Directors participating in the meeting can hear one another. All Directors shall be deemed to be present in person at a meeting conducted in accordance with the foregoing sentence. A regular meeting of the Board of Directors shall occur at least annually.
(a) Regular Meetings. Regular meetings of the Board of Directors may be held without notice if the time and place of such meetings are fixed by a resolution of the Board of Directors.
(b) Special Meetings. A special meeting of the Board of Directors may be called by the Senior Pastor or any two (2) Directors.
(c) Notice of Special Meetings.
1) Manner of Giving. Notice of the date, time and place of special meetings shall be given to each Director by one 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 Director or to a person at the Director’s office or home who the person giving the notice has reason to believe will promptly communicate the notice to the Director; (d) by telecopier to the Director’s office or home; or (e) 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, telecopier or e-mail shall be delivered, telephoned, faxed or e-mailed to the Director or given at least twenty-four (24) hours before the time set for the meeting.
3) Notice Contents. The notice shall state the date, 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 principal office. 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 a Director at a meeting shall constitute waiver of notice of such meeting, except where the Director attends a meeting for the express purpose of objecting that the meeting is not properly called.
7.09 Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all of the Directors, individually, or collectively, consent in writing to the action. Such action by written consent or consents shall be filed with the minutes of the proceedings of the Church.
7.10 Quorum. A majority of the number of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The Directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Directors 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 Directors in attendance required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the Directors present may adjourn and reconvene the meeting one time without further notice.
7.11 Proxies. Voting by proxy is prohibited.
7.12 Duties of Directors. Directors 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. Directors 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 counsel. A Director is not relying in good faith if the Director has knowledge concerning a matter in question that renders reliance unwarranted.
Directors 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.
7.13 Delegation of Duties. The Board of Directors 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 investments 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. Directors have no personal liability for actions taken or omitted by the advisor if the Board of Directors acts in good faith and with ordinary care in selecting the advisor. The Board of Directors may remove or replace the advisor, with or without cause.
7.14 Interested Parties. Pursuant to the Law and the provisions of Article 12 below, a contract or transaction between the Church and a Director of the Church is not automatically void or voidable simply because the Director has a financial interest in the contract or transaction.
7.15 Actions of Board of Directors. The Board of Directors shall try to act by consensus. However, the vote of a majority of the Directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Directors unless the act of a greater number is required by law or the Bylaws. A Director who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the decision of the Board of Directors.
7.16 No Compensation. Directors, including the Senior Pastor, shall not receive salaries or compensation for their services on the Board of Directors. The Board of Directors may adopt a resolution providing for payment to Directors for expenses of attendance, if any, at a meeting of the Board of Directors. A Director may serve the Church in any other capacity and receive reasonable compensation for those services.
7.17 Removal of Directors other than the Senior Pastor. The Board of Directors may vote to remove a Director, other than the Senior Pastor, at any time, with or without cause. A meeting to consider the removal of a Director may be called and noticed following the procedures provided in these Bylaws. A Director may be removed by the affirmative vote of a majority of the Directors. For provisions regarding removal of the Senior Pastor, see Section 9.07.
7.18 Resignation of Directors. Any Director may resign at any time by giving written notice to the Church. Such resignation shall take effect on the date of the receipt of such notice, or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
7.19 Church Questions. 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 Directors shall decide such question by majority vote.
7.20 Church Disruptions. Any person deemed by the Board of Directors 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 Director shall incur any liability for acting in good faith in the interests of the Church pursuant to this section.
7.21 Deadlock. In the case where the Board of Directors shall, by reason of deadlock (whether because an even number of Directors is seated on the Board of Directors, or because certain Directors 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 Directors, then, in such instance, the Senior Pastor-President or his Appointee, shall cast an additional ballot which shall be known as a “majority ballot,” so that an official act or decision may be taken by the Board of Directors. The majority ballot shall be cast in addition to the regular Director’s vote cast by the Senior Pastor-President.
8.01 Purpose. The Spirituality Board serves at the discretion of the Board of Directors. However, in instances in which there is a dispute or controversy involving the Senior Pastor that could reasonably result in a disciplinary action against the Senior Pastor, including but not limited to termination, the Board of Directors shall immediately refer all such disputes or complaints to the Spirituality Board. The Spirituality Board shall have exclusive authority to investigate any such charges and to take whatever action on behalf of the Church which it believes, in its sole discretion based upon two-thirds (2/3) vote, is appropriate under the circumstances up to and including removal of the Senior Pastor if justified according to the standards set forth under Article 9.07.
This Board may also investigate any other matters referred to it by the Board of Directors, interview all appropriate witnesses or parties to a dispute, attempt to direct or foster a settlement of such disputes or controversies, and failing in that, make recommendations for further action by the Board of Directors.
8.02 Qualifications and Number of Members. The Spirituality Board shall consist of certain elder, experienced clergy from inside or outside of the Church with impeccable reputations for honesty, character, and judgment. The total number of members on the Spirituality Board shall not be less than one (1) nor more than seven (7). The initial Spirituality Board shall initially consist of the following members: Gene Mills, Lee Domangue and Dr. Raleigh Washington.
8.03 Election and Term of Office. All members of the Spirituality Board of the Church shall be appointed by a majority vote of the Board of Directors. The term of office of all the members of the Spirituality Board shall be one year; however, such members may serve consecutive terms without limitation.
8.03 Termination of Board and Removal of Members. The Spirituality Board may not be dissolved and no member of the Spirituality Board may be removed or replaced during the pendency of an investigation or disciplinary proceeding involving the Senior Pastor.
9.01 Officer Positions. The officers of the Church shall be the President, Vice President, Secretary, Treasurer, and any other officers chosen at the discretion of the Senior Pastor. The Senior Pastor shall serve as the President and chief executive officer of the Church and shall act as the moderator of the Church. The Senior Pastor may appoint a member of the Church to act as moderator. In the event of a vacancy in the office of the Senior Pastor, the Board of Directors shall appoint a member of the Church to act as moderator. The moderator shall establish the agenda, protocol and rules of order for each meeting and shall conduct the meeting accordingly. The Senior Pastor may create additional officer positions, define the authority and duties of each such position, and appoint persons to fill the positions.
9.02 Election and Term of Office. The Senior Pastor of the Church is Mark Stermer, and he shall hold office until he resigns, is removed pursuant to Section 9.07, or dies. In the event of resignation by the Senior Pastor, the Senior Pastor, if in good standing, along with the Spirituality Board shall make recommendation to the Board of Directors. In the event of a vacancy in the office of Senior Pastor, for any reason other than by resignation or if the resigning Senior Pastor is not in good standing, then the Spirituality Board along with the Vice President of the Church shall make recommendations to the Board of Directors. The recommendations shall constitute a nomination for the office of Senior Pastor. The election shall take place at a regular or special meeting of the Board of Directors called for the purpose of electing a new Senior Pastor.
All other officers of the Church shall be appointed by the Senior Pastor. The term of office of all offices other than that of Senior Pastor-President shall be one year; however, such officers may serve consecutive terms without limitation.
9.03 Senior Pastor-President. The Senior Pastor shall be the President of the Church and shall be in charge of all the ministries of the Church. The Senior Pastor shall supervise and control all of the business and day-to-day affairs of the Church. The Senior Pastor shall be responsible for hiring a staff of his choice and shall supervise directly or by delegation all staff members so hired. The Senior Pastor shall be vested with the authority, subject to any rights under any contract of employment, to terminate any staff member’s employment with or without cause.
The Senior Pastor of the Church is responsible for leading the Church in accordance with Biblical principles as set forth in the New Testament. As such, the Senior Pastor shall be the leader of the Church congregation, the Church staff, all Church organizations, all Church ministries, the Board of Directors, and all Church Advisory Committees, to accomplish the New Testament purposes of the Church. The Senior Pastor is expressly authorized to do all things necessary and proper to fulfill the above-described leadership position and to fulfill all duties incident to the office of President.
9.04 Vice President. The Senior Pastor shall appoint the Vice President of the Church. When the Senior Pastor is absent, is unable to act, or refuses to act in his role as chairman of the Board of Directors, the Vice President shall perform the duties of the Senior Pastor. When the Vice President acts in place of the Senior Pastor, the Vice President shall have all the powers of and be subject to all the restrictions upon the Senior Pastor. The Vice President shall perform other duties as assigned by the Senior Pastor or Board of Directors. Except as expressly authorized by the Board of Directors, the Vice President shall have no authority to sign for or otherwise bind the Church.
9.05 Treasurer. The Senior Pastor shall appoint the Treasurer of the Church. The Treasurer of the Church shall: (a) have charge and custody of and be responsible for all funds and securities of the Church; (b) receive and give receipts for monies due and payable to the Church from any source; (c) deposit all monies in the name of the Church in banks, trust companies, or other depositories as provided in the Bylaws or as directed by the Board of Directors; (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 Senior Pastor or by the Board of Directors; (h) if required by the Board of Directors, 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 Directors; and (i) perform all of the duties incident to the office of treasurer.
9.06 Secretary. The Senior Pastor shall appoint the Secretary of the Church. The Secretary of the Church shall: (a) give all notices as provided in the Bylaws or as required by law; (b) take minutes of the meetings of the members and of the Board of Directors 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 member, Director, officer, and employee of the Church; (f) perform duties as assigned by the Senior Pastor or by the Board of Directors; and (g) perform all duties incident to the office of secretary.
9.07 Removal of Senior Pastor-President. Subject to the rights, if any, under any contract of employment with the Church, the Senior Pastor shall only be removed, by the affirmative vote of two-thirds (2/3) of the Spirituality Board present in person at any general or special meeting duly noticed pursuant to Section 7.08, of these Bylaws. The Senior Pastor shall only be removed from office, subject to the terms of any employment agreement, for any of the following reasons: (a) falling into sinful and worldly practices without repentance; (b) engaging in conduct that could hinder the influence of the Church in its community; (c) teaching doctrines inconsistent with The Holy Bible (d) neglect of duties; (e) resignation; or (f) death or disability.
9.08 Removal of Other Officers. All other Church officers may be removed, with or without cause, by a vote of the Senior Pastor and a majority vote of the members of the Board of Directors.
9.09 Resignation of Officers. 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 therein, the acceptance of such resignation shall not be necessary to make it effective.
9.10 Vacancies. A vacancy in any office shall be filled only in the manner prescribed in these Bylaws for regular appointment or election to that office.
COMMITTEES AND ADVISORY TEAMS
10.01 Establishment. The Board of Directors may, at its discretion, adopt a resolution establishing one or more Committees or Advisory Teams. Any and all Advisory Teams shall conform to rules established by the Board of Directors.
10.02 Independent Compensation Committee. Annually, the Board of Directors shall adopt a resolution establishing an Independent Compensation Committee. The Senior Pastor shall not be the chairman or a voting member of the Committee. At least two of the persons serving on the Committee shall be Directors. The Committee shall be elected by a vote of the Board of Directors. The Independent Compensation Committee shall determine and approve the Senior Pastor’s compensation, as well as any family member’s of his. In so doing, the Independent Compensation Committee may consider duties, performance evaluations, compensation comparability data, and other relevant information. The Senior Pastor shall not participate in the Independent Compensation Committee’s discussion and formulation of, or vote regarding, his salary and benefits, or any family member’s salary or benefits. The Senior Pastor shall determine the executive staff’s salary and benefits, other than any family member of his, subject to the approval of the Independent Compensation Committee.
10.03 Delegation of Authority. Each Committee shall consist of two or more persons. If, in addition to the Independent Compensation Committee, the Board of Directors establishes or delegates any of its authority to a Committee, it shall not relieve the Board of Directors, or Director, of any responsibility imposed by these Bylaws or otherwise imposed by law. The Board of Directors 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 to: (a) amend the Articles of Incorporation; (b) adopt a plan of merger or a plan of consolidation with another Church; (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 a Director or officer of the Church; (i) approve any transaction to which the Church is a party and that involves a potential conflict of interest as defined in Article 12 below; or (j) take any action outside the scope of authority delegated to it by the Board of Directors or in contravention of the Law.
The Board of Directors may designate various Advisory Teams not having or exercising the authority of the Board of Directors. Such Advisory Teams shall only function in an advisory capacity to the Board of Directors. The Senior Pastor shall have the power to appoint and remove members of all Advisory Teams. The Senior Pastor shall serve as an ex officio member of all Advisory Teams. The Board of Directors shall define, by resolution, the scope of activities and the qualifications for membership on all Advisory Teams.
10.04 Term of Office. Each member of a Committee or Advisory Team shall serve until the next annual meeting of the Board of Directors, or until a successor is appointed. However, the term of any Committee or Advisory Team member may terminate earlier if the Committee or Advisory Team is terminated by the Board of Directors, or if the member dies, ceases to qualify, resigns, or is removed as a member of the Church. A vacancy on a Committee or Advisory Team 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 or Advisory Team shall serve for the unexpired portion of the terminated Committee member’s term.
10.05 Chair and Vice-Chair. Unless otherwise expressly stated herein, one member of each Committee or Advisory Team shall be designated as the chair, and another member shall be designated as the vice-chair. The chair and vice-chair of each Committee and Advisory Team shall be appointed by the Senior Pastor with consultation from the outgoing chairman. The chair shall call and preside at all meetings. 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.
10.06 Quorum. One half the number of members of a Committee or Advisory Team shall constitute a quorum for the transaction of business at any meeting. The members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough 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 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 time without further notice.
10.07 Actions. Committees and Advisory Teams shall try to take action by consensus. However, the vote of a majority of members present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Committee or Advisory Team unless the act of a greater number is required by law or the Bylaws. A 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 or Advisory Team.
TRANSACTIONS OF THE CHURCH
11.01 Contracts and Legal Instruments. Subject to Article 12, the Board of Directors may authorize an individual 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.
11.02 Deposits. All funds of the Church shall be deposited to the credit of the Church in banks, trust companies, or other depositories that the Board of Directors selects.
11.03 Gifts. The Board of Directors may accept on behalf of the Church any contribution, gift, bequest, or devise for the general purposes or 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 Directors may make gifts and give charitable contributions that are not prohibited by these Bylaws, the Articles of Incorporation, state law, or any requirements for maintaining the Church’s federal and state tax status.
11.04 Ownership and Distribution of Property.
(a) 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.
(b) “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 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 Directors; and (4) any assets not otherwise disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office 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.
11.05 Approval of Purchases. The purchases in excess of $10,000.00 shall be subject to the prior approval of the Financial Accountability Board Member/Presbyter, Lee Domangue.
11.06 Whistleblower. The Board of Directors shall establish policies and procedures to allow and encourage any person having cause to believe that the Church is involved in any activity or transaction that is in violation of the law to report that belief to the Board of Directors or its designated representative and to have all such reports thoroughly investigated and the results reported to the Board of Directors. The reporting person shall not be subject to retaliation for making a good faith report. The Board of Directors shall take any remedial or other corrective action that is appropriate for any reported violation that is found to be valid or accurate.
CONFLICT OF INTEREST POLICY
12.01 Purpose. The purpose of the conflict of interest policy is to protect the Church’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director or officer of the Church, or might result in a possible excess benefit transaction. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations and is not intended as an exclusive statement of responsibilities.
- Interested Person. Any director, principal officer, or member of a committee with powers delegated by the Board of Directors, 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:
- An ownership or investment interest in any entity with which the Church has a transaction or arrangement;
- A compensation arrangement with the Church or with any entity or individual with which the Church has a transaction or arrangement; or
- 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.
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.
- 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 Directors.
- 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.
- Procedures for Addressing the Conflict of Interest.
- 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.
- The chairman of the Board of Directors may, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the Board of Directors 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.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors shall determine by a majority vote of the disinterested directors 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.
- Violations of the Conflicts of Interest Policy.
- If the Board of Directors 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 Directors determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
12.04 Records of Proceedings. The minutes of the Board of Directors shall contain:
- 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 Director’s decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
- A voting member of the Board of Directors who receives compensation, directly or indirectly, from the Church for services is precluded from voting on matters pertaining to that member’s compensation.
- 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.
- No voting member of the Board of Directors 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.
BOOKS AND RECORDS
13.01 Required Books and Records. The Church shall keep correct and complete books and records of account.
13.02 Fiscal Year. The fiscal year of the Church shall begin on the first day of January and end on the last day in December in each year.
13.03 Audited Financial Statements. The Church shall have each annual financial statement of the Church audited by a certified public accounting firm selected by the Board of Directors.
14.01 Indemnification. To the full extent permitted by the Law, as amended from time to time, the Church shall indemnify any Director, Pastor, officer, committee member, employee, or agent of the Church who was, is, or may be named a defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Church. Reasonable expenses may be advanced by the Church in defending such actions.
14.02 Determination of Right. A determination of the right to indemnification under the Law shall be made by legal counsel selected by the majority vote of the Board of Directors.
15.01 King James Version. The Holy Bible referred to in these Bylaws is the King James Version of the Old and New Testament of the Christian Faith, or any later translation which may be adopted or used by the Board from time to time.
15.02 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 Directors.
15.03 Construction of Bylaws. These Bylaws shall be construed in accordance with the laws of the State of Louisiana. All references in the Bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time. If any Bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the Bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the Bylaws. The headings used in the Bylaws are used for convenience and shall not be considered in construing the terms of the Bylaws. Wherever the context requires, all words in the Bylaws in the male, female or neuter genders shall be deemed to include the other genders, all singular words shall include the plural, and all plural words shall include the singular.
15.04 Seal. The Board of Directors may provide for a corporate seal.
15.05 Power of Attorney. A person may execute any instrument related to the Church by means of a power of attorney if an original executed copy of the power of attorney is provided to the secretary of the Church to be kept with the Church records.
15.06 Parties Bound. The Bylaws shall be binding upon and inure to the benefit of the Church members, Directors, officers, employees, and agents of the Church and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the Bylaws.
15.07 Christian Alternative Dispute Resolution. In keeping with 1 Corinthians 6:1-8, all disputes which may arise between any member of the Church and the Church itself, or between any member of the Church and any Pastor, Director, officer, employee, volunteer, agent, or other member of this Church, shall be resolved by mediation, and if not resolved by mediation, then by binding arbitration under the procedures and supervision of the Rules of Procedure for Christian Conciliation, Institute for Christian Conciliation. In the event that this group ceases to exist during the course of this Agreement, arbitration under this section 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.
EMERGENCY POWERS AND BYLAWS
An “emergency” exists for the purposes of this section if a quorum of the Directors cannot readily be obtained because of some catastrophic event. In the event of an emergency, the Board of Directors may: (i) modify lines of succession to accommodate the incapacity of any Director, officer, employee or agent; and (ii) relocate the principal office, designate alternative principal offices or regional office, or authorize officers to do so. During an emergency, notice of a meeting of the Board of Directors only needs to be given to those Directors for whom such notice is practicable. The form of such notice may also include notice by publication or radio. One or more officers of the Church present at a meeting of the Board of Directors may be deemed Directors 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 Director, officer, employee or agent of the Church on the ground that the action was not authorized. The Board of Directors may also adopt emergency bylaws, subject to amendments or repeal by the full Board of Directors, which may include provisions necessary for managing the Church during an emergency including; (i) procedures for calling a meeting of the Board of Directors; (ii) quorum requirements for the meeting; and (iii) designation of additional or substitute Directors. The emergency bylaws shall remain in effect during the emergency and not after the emergency ends.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of The Church in St.Amant and that the foregoing Amended and Restated Bylaws constitute the Bylaws of the Church. These Amended and Restated Bylaws were duly adopted by the consent of a majority vote of the Board of Directors of the Church present and voting at a duly called meeting of the Board members on the _______ day of November, 2014.