God is the Creator of all that exists, both seen and unseen. He exists eternally in three persons; the Father, Son, and the Holy Spirit: these three are one. God passionately desires a relationship with us.
Genesis 1:1;In the beginning, God created the heavens and the earth. Matthew 28:19;Go therefore and make disciples of all nations, baptizing them in the name of the Father and of the Son and of the Holy Spirit John 3:16-17For God so loved the world, that he gave his only Son, that whoever believes in him should not perish but have eternal life. 17 For God did not send his Son into the world to condemn the world, but in order that the world might be saved through him.
ABOUT JESUS CHRIST
God expressed himself in human form through Jesus Christ, the Son of God, born of the virgin Mary. He lived a sinless life, was crucified for the sins of all, was buried, rose again from the dead, ascended to heaven, and reigns eternally.
John 3:16;For God so loved the world, that he gave his only Son, that whoever believes in him should not perish but have eternal life. 1 Corinthians 15:3-8; For I delivered to you as of first importance what I also received: that Christ died for our sins in accordance with the Scriptures, 4 that he was buried, that he was raised on the third day in accordance with the Scriptures, 5 and that he appeared to Cephas, then to the twelve. 6 Then he appeared to more than five hundred brothers at one time, most of whom are still alive, though some have fallen asleep. 7 Then he appeared to James, then to all the apostles. 8 Last of all, as to one untimely born, he appeared also to me. I John 3:5; You know that he appeared in order to take away sins, and in him there is no sin. Luke 24:5-7;And as they were frightened and bowed their faces to the ground, the men said to them, “Why do you seek the living among the dead? 6 He is not here, but has risen. Remember how he told you, while he was still in Galilee, 7 that the Son of Man must be delivered into the hands of sinful men and be crucified and on the third day rise. Acts 1:9-11And when he had said these things, as they were looking on, he was lifted up, and a cloud took him out of their sight. 10 And while they were gazing into heaven as he went, behold, two men stood by them in white robes, 11 and said, “Men of Galilee, why do you stand looking into heaven? This Jesus, who was taken up from you into heaven, will come in the same way as you saw him go into heaven.
ABOUT THE HOLY SPIRIT
The Holy Spirit is sent from God to make us aware of our need for Jesus Christ and abides with everyone who accepts Him as Savior and Lord. A life yielded to the Holy Spirit is empowered to share the gospel and produces love, joy, peace, patience, kindness, goodness, faithfulness, gentleness, and self-control.
John 14:15-17;If you love me, you will keep my commandments. 16 And I will ask the Father, and he will give you another Helper, to be with you forever, 17 even the Spirit of truth, whom the world cannot receive, because it neither sees him nor knows him. You know him, for he dwells with you and will be in you. Acts 1:8;But you will receive power when the Holy Spirit has come upon you, and you will be my witnesses in Jerusalem and in all Judea and Samaria, and to the end of the earth. John 15:4-5;Abide in me, and I in you. As the branch cannot bear fruit by itself, unless it abides in the vine, neither can you, unless you abide in me. 5 I am the vine; you are the branches. Whoever abides in me and I in him, he it is that bears much fruit, for apart from me you can do nothing. Galatians 5:22-23But the fruit of the Spirit is love, joy, peace, patience, kindness, goodness, faithfulness, 23 gentleness, self-control; against such things there is no law.
ABOUT THE BIBLE
The Bible is God’s Word, written by human authors under the supernatural guidance of the Holy Spirit. It is the ultimate source of truth and there is no error.
2 Timothy 3:16; All Scripture is breathed out by God and profitable for teaching, for reproof, for correction, and for training in righteousness 2 Peter 1:20-21;knowing this first of all, that no prophecy of Scripture comes from someone’s own interpretation. 21 For no prophecy was ever produced by the will of man, but men spoke from God as they were carried along by the Holy Spirit. Psalms 18:30This God—his way is perfect; the word of the Lord proves true; he is a shield for all those who take refuge in him.
Man was created in the image of God but was separated from God because of sin. Man can never make up for his sin by self-improvement or good works. We believe that the blood of Jesus Christ, shed on the cross, provides the sole basis for the forgiveness of sin. Therefore, salvation occurs only when people place their faith in the death and resurrection of Christ as sufficient payment for their sin.
I Peter 2:24 and 3:18; He himself bore our sins in his body on the tree, that we might die to sin and live to righteousness. By his wounds you have been healed. For Christ also suffered once for sins, the righteous for the unrighteous, that he might bring us to God, being put to death in the flesh but made alive in the spirit Romans 3:23, 6:23, and 10:9-10;for all have sinned and fall short of the glory of God For the wages of sin is death, but the free gift of God is eternal life in Christ Jesus our Lord. because, if you confess with your mouth that Jesus is Lord and believe in your heart that God raised him from the dead, you will be saved. 10 For with the heart one believes and is justified, and with the mouth one confesses and is saved. John 3:16 and 5:24;For God so loved the world, that he gave his only Son, that whoever believes in him should not perish but have eternal life. Truly, truly, I say to you, whoever hears my word and believes him who sent me has eternal life. He does not come into judgment, but has passed from death to life. Ephesians 2:1-10;And you were dead in the trespasses and sins 2 in which you once walked, following the course of this world, following the prince of the power of the air, the spirit that is now at work in the sons of disobedience— 3 among whom we all once lived in the passions of our flesh, carrying out the desires of the body and the mind, and were by nature children of wrath, like the rest of mankind. 4 But God, being rich in mercy, because of the great love with which he loved us, 5 even when we were dead in our trespasses, made us alive together with Christ—by grace you have been saved— 6 and raised us up with him and seated us with him in the heavenly places in Christ Jesus, 7 so that in the coming ages he might show the immeasurable riches of his grace in kindness toward us in Christ Jesus. 8 For by grace you have been saved through faith. And this is not your own doing; it is the gift of God, 9 not a result of works, so that no one may boast. 10 For we are his workmanship, created in Christ Jesus for good works, which God prepared beforehand, that we should walk in them. Titus 3:3-8For we ourselves were once foolish, disobedient, led astray, slaves to various passions and pleasures, passing our days in malice and envy, hated by others and hating one another. 4 But when the goodness and loving kindness of God our Savior appeared, 5 he saved us, not because of works done by us in righteousness, but according to his own mercy, by the washing of regeneration and renewal of the Holy Spirit, 6 whom he poured out on us richly through Jesus Christ our Savior, 7 so that being justified by his grace we might become heirs according to the hope of eternal life. 8 The saying is trustworthy, and I want you to insist on these things, so that those who have believed in God may be careful to devote themselves to good works. These things are excellent and profitable for people.
After the decision to follow Christ (salvation) a person enters into a lifelong journey of transformation. This is the process of “putting off” the old sinful nature and “putting on” our new self as a cleansed and forgiven child of God. The Holy Spirit gives the believer the power to do this.
Philippians 3:21;who will transform our lowly body to be like his glorious body, by the power that enables him even to subject all things to himself. Colossians 3: 9-11;Do not lie to one another, seeing that you have put off the old self with its practices 10 and have put on the new self, which is being renewed in knowledge after the image of its creator. 11 Here there is not Greek and Jew, circumcised and uncircumcised, barbarian, Scythian, slave, free; but Christ is all, and in all. Ephesians 4: 22-24;to put off your old self, which belongs to your former manner of life and is corrupt through deceitful desires, 23 and to be renewed in the spirit of your minds, 24 and to put on the new self, created after the likeness of God in true righteousness and holiness. Romans 12: 2, 8:26 and 8:11Do not be conformed to this world, but be transformed by the renewal of your mind, that by testing you may discern what is the will of God, what is good and acceptable and perfect. Likewise the Spirit helps us in our weakness. For we do not know what to pray for as we ought, but the Spirit himself intercedes for us with groanings too deep for words. If the Spirit of him who raised Jesus from the dead dwells in you, he who raised Christ Jesus from the dead will also give life to your mortal bodies through his Spirit who dwells in you.
We believe every believer should be baptized. Baptism is an outward expression of an inward faith in Jesus Christ. Total immersion represents His death and resurrection as well as the stripping off of our former sinful nature and declaring our new identity in Christ.
Matthew 28:19;Go therefore and make disciples of all nations, baptizing them in the name of the Father and of the Son and of the Holy Spirit Mark 1:9-10 and 3:18;In those days Jesus came from Nazareth of Galilee and was baptized by John in the Jordan. 10 And when he came up out of the water, immediately he saw the heavens being torn open and the Spirit descending on him like a dove. Andrew, and Philip, and Bartholomew, and Matthew, and Thomas, and James the son of Alphaeus, and Thaddaeus, and Simon the Zealot Acts 2:38;And Peter said to them, “Repent and be baptized every one of you in the name of Jesus Christ for the forgiveness of your sins, and you will receive the gift of the Holy Spirit. Ephesians: 4:22-24to put off your old self, which belongs to your former manner of life and is corrupt through deceitful desires, 23 and to be renewed in the spirit of your minds, 24 and to put on the new self, created after the likeness of God in true righteousness and holiness.
ABOUT CHILD DEDICATION
We believe that children are to be dedicated to The Lord by their parents as they promise to raise them to be Christ followers and to set a Godly example in their own lives. Therefore infants and young children are not to be baptized until they reach the age that they have a full understanding of what it means to be a Christian.
Proverbs 22:6;Train up a child in the way he should go; even when he is old he will not depart from it. Galatians 3:27; For as many of you as were baptized into Christ have put on Christ. Matthew 3:6;and they were baptized by him in the river Jordan, confessing their sins. Mark 1:4;John appeared, baptizing in the wilderness and proclaiming a baptism of repentance for the forgiveness of sins. Luke 3:3;And he went into all the region around the Jordan, proclaiming a baptism of repentance for the forgiveness of sins. Acts 2:38And Peter said to them, “Repent and be baptized every one of you in the name of Jesus Christ for the forgiveness of your sins, and you will receive the gift of the Holy Spirit.
The Lord’s Supper is a remembrance of the sacrificial death of Jesus Christ; and an expectation of the joy of being with him in His kingdom. The bread and the wine represent Christ’s body and blood that were broken and given for us and our sin. Anyone who believes in the atoning sacrifice of Jesus Christ is eligible to take communion.
1 Corinthians 11:23-26, and 10:14-16;For I received from the Lord what I also delivered to you, that the Lord Jesus on the night when he was betrayed took bread, 24 and when he had given thanks, he broke it, and said, “This is my body which is for you. Do this in remembrance of me.” 25 In the same way also he took the cup, after supper, saying, “This cup is the new covenant in my blood. Do this, as often as you drink it, in remembrance of me.” 26 For as often as you eat this bread and drink the cup, you proclaim the Lord’s death until he comes. Therefore, my beloved, flee from idolatry. 15 I speak as to sensible people; judge for yourselves what I say. 16 The cup of blessing that we bless, is it not a participation in the blood of Christ? The bread that we break, is it not a participation in the body of Christ? Luke 22:17-20;And he took a cup, and when he had given thanks he said, “Take this, and divide it among yourselves. 18 For I tell you that from now on I will not drink of the fruit of the vine until the kingdom of God comes.” 19 And he took bread, and when he had given thanks, he broke it and gave it to them, saying, “This is my body, which is given for you. Do this in remembrance of me.” 20 And likewise the cup after they had eaten, saying, “This cup that is poured out for you is the new covenant in my blood. Acts 2:42And they devoted themselves to the apostles’ teaching and the fellowship, to the breaking of bread and the prayers.
SECOND AMENDED AND RESTATED BYLAWS OF NEW POINT CHURCH
These Second Amended and Restated Bylaws govern the affairs of New Point Church, an Iowa non-profit corporation (the “Church”). The Church is organized under the Revised Nonprofit Corporation Act, as amended (the “Act”). The principal office of the Church in the State of Iowa shall be located in Dallas County, Iowa. The Board of Directors of the Church (hereafter defined) shall have full power and authority to change any office from one location to another, either in Iowa or elsewhere. The Church shall comply with the requirements of the Act and maintain a registered office and registered agent in Iowa. The registered office may, but need not, be identical with the Church’s principal office in Iowa. The Board of Directors may change the registered office and the registered agent as provided in the Act.
ARTICLE 1 PURPOSE AND BELIEFS
Biblical Authority God has spoken to us through the Bible and we recognize it as the final authority for our lives.
Intimacy with God God desires an intimate relationship with each of us. Relevant Environments. Every environment should be designed to effectively connect with its target audience.
Relational Evangelism God`s message of forgiveness through Christ is most effectively conveyed within the context of personal relationships. Authentic Community.
Accountability, belonging care and spiritual growth happen best with relationally-connected believers. Strategic Service. Our spiritual gifts have maximum impact when exercised in support of our strategy.
Intentional Apprenticing We are responsible to pass along to others the knowledge, skills and opportunities that have been entrusted to us.
Marriage and Sexuality We believe that 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 be engaged in 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 gender or disagreement with one’s biological gender, 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 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.
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.
About the Scriptures We believe the entire Bible is the inspired Word of God and that men were moved by the Spirit of God to write the very words of Scripture. Therefore, we believe the Bible is without error.
About God We believe in one God who exists in three distinct persons: Father, Son, and Holy Spirit. We believe that Jesus Christ is the second member of the Trinity (the Son of God) who became flesh to reveal God to man and to become the Savior of the lost world.
About Mankind We believe that mankind was created in the image of God to have fellowship with Him but became alienated in that relationship through sinful disobedience. As a result, man is incapable of regaining a right relationship with God through his own effort alone.
About Salvation We believe that the blood of Jesus Christ, shed on the cross, provides the sole basis for the forgiveness of sin. Therefore, salvation occurs only when people place their faith in the death and resurrection of Christ as sufficient payment for their sin.
About Christian Life We believe that every Christian should live for Christ and not for himself. By obedience to the Word of God and daily yielding to the Spirit of God, every believer should mature and be conformed to the image of Christ.
About the Church We believe that the church is the body of Christ, of which Jesus Christ is the head. The members of the church are those who have trusted by faith the finished work
ARTICLE 2 AFFILIATION
The Church is autonomous and maintains the right to govern its own affairs, independent of any denominational control. Recognizing, however, the benefits of cooperation with other churches in world missions and otherwise, this Church voluntarily affiliates with other Christian churches and ministries.
ARTICLE 3 PURPOSE AND LIMITATIONS
3.01 Purposes. The Corporation 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. More particularly, the purposes of this Corporation are:
(a) To spread the Gospel of Jesus Christ and the worship of God among its attendants and practice the Christian virtues inculcated in the Holy Scriptures by any and all means possible.
(b) To license, ordain, employ and discharge licensed and ordained ministers of the Gospel, and others, to conduct and carry on divine services at the place of worship of the Corporation, and elsewhere, and to collect and disburse any and all necessary funds for the maintenance of said Corporation and the accomplishment of its purpose within the State of Iowa and elsewhere.
(c) To handle affairs pertaining to property and other temporal matters as required by the civil authorities.
(d) To make distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended.
(e) To educate the body of Christ through any and all educational means deemed appropriate.
(f) This Corporation 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 Corporation; 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 Corporation. Provided, however, no act may be performed which would violate Section 501 (c)(3) of the Internal Revenue Code of 1986, as it now exists or as it may hereafter be amended.
3.02 Limitations. In order to carry out the above-stated purposes, the Corporation shall have all those powers set forth in the Act, as it now exists or as it may hereafter be amended. The powers of the Corporation to promote the purposes set out above are limited and restricted in the following manner:
(a) No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its incorporators, officers or other private persons, except that the Corporation shall be authorized and empowered to make payments and distributions (including reasonable compensation for services rendered to or for the Corporation or reimbursement of expenditures) in furtherance of its purposes as set forth in these Articles. No substantial part of the activities of the Corporation shall be the carrying on of Propaganda, or otherwise attempting to influence legislation, and the Corporation 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 these Articles, the Corporation 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) Notwithstanding any other provisions of these Articles, in the event this Corporation 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 building 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; or (iii) making any investments in such manner as to subject the foundation to taxation under Section 4944 of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws; or (iv) making taxable expenditures as defined in Section 4945
(d) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws. (c) The Corporation shall not accept any gift or grant if the gift or grant contains major conditions which would restrict or violate any of the Corporation’s religious, charitable or educational purposes or if the gift or grant would require serving a private as opposed to a public interest. (d) Upon the liquidation, dissolution or winding up of the Corporation, the Board of Directors of the Corporation shall, after paying or making provision for payment of all the liabilities of the Corporation, distribute all Corporation to any organization designated by the Board of Directors of the Corporation which is of like faith and order and is exempt from taxes under Internal Revenue Code Section 501(c)(3) (or the corresponding provision of any future tax law of the United States).
ARTICLE 4 MEMBERSHIP
4.01 Qualifications for Membership: The minimum qualifications for membership are as follows:
A. A personal commitment of faith in Jesus Christ for salvation;
B. Baptism by immersion as a testimony of salvation;
C. A commitment to abide by the Church’s membership covenant; as it may be amended from time to time.
4.02 Membership: The Church shall have one class of membership. Membership in this Church shall consist of all persons who are listed on the membership roll and who meet the qualifications of membership. After completion of the four steps set forth above and the signature of the membership covenant, the new members, as well as those already on the membership roll, shall have all the rights, privileges and responsibilities of a member of the Church so long as they remain on the membership roll and abide by the Church’s membership covenant. Plenary power to manage and govern the Church shall be vested in the Board of Directors as set forth in Article 5 of these Bylaws. As such, members are not entitled to vote in person, by proxy or otherwise. The Board of Directors may adopt and amend procedures for membership application and maintenance in the Church.
4.03 Dismissal from the Membership Roll: Members may be removed from the Church roll for the following reasons: (a) the request of the member, (b) the transfer of membership to another church, (c) failure to maintain membership as contemplated by these bylaws, (d) death, or (e) termination of membership by the Board of Directors.
The Board of Directors may terminate a person’s Church membership when, in the opinion of the Board of Directors, the member’s life and conduct is not in accordance with the membership covenant. Dismissal of Church membership shall require the vote of 75% of the Directors.
Dismissed members may be restored by the Board of Directors according to the spirit of 2 Corinthians 2:7-8, when their life-styles are judged to be in accordance with the membership covenant. Restoration of Church membership shall require the vote of 75% of the Directors.
4.04 Maintaining Membership: Abiding by the Church’s membership covenant is an ongoing and perpetual requirement for maintaining membership, separate and apart from being on the Church’s membership roll. Accordingly, the rights and privileges of membership go with and are contingent upon fulfilling the responsibilities of membership which is abiding by the membership covenant.
ARTICLE 5 MANAGEMENT OF THE CHURCH
BOARD OF DIRECTORS
5.01 Number and Term of Directors: The members of the Board of Directors (the “Directors”) shall consist of not less than three (3) nor more than nine (9) individuals, until changed by amendment of the Articles of Incorporation or by further Amended and Restated Bylaws duly adopted by the Church. Directors shall be nominated and elected in accordance with Section 5.03 of this Article.
The Lead Pastor and any additional staff approved by the Board of Directors shall serve as ex officio members of the Board of Directors and shall be present at all Board of Directors meetings. Each Director shall hold office for a period of one year or until his successor is elected, appointed, or designated herein, and may serve successive terms.
5.02 Powers: The Board of Directors shall have all of the rights, powers, and responsibilities of a board of directors pursuant to the Act, subject to any limitations under the Act, the Articles of Incorporation of the Church and these Amended and Restated 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, 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 and incur related indebtedness.
5.03 Nomination and Election: The Lead Pastor and any current Board member shall nominate persons whom they deem qualified to serve on the Board of Directors. The persons nominated shall be presented to the Board of Directors for election and requires a vote not less than 75% of the Board of Directors. Directors shall be natural persons, but need not be residents of Iowa.
5.04 Vacancies: The Lead Pastor and any current Board member shall nominate persons who they deem qualified 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 or increase is filled by a vote not less than 75 percent of the remaining Directors, even if it is less than a quorum of the Directors. A person so elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
5.05 Meetings: Regular or Special meetings of the Board of Directors may be held either within or outside the State of Iowa, but shall be held at the Church’s registered office in Iowa 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.
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 any three (3) Directors.
C. Notice of Special Meetings:
1) Manner of Giving. Notice of the 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) electronic mail (e-mail), or (e) by telecopier to the Director’s office or home.
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, e-mail, or telecopier shall be delivered, telephoned, or faxed 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 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.
D. Electronic Meeting: Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, members of the Board of Directors or members of any committee designated by such Board may, unless otherwise restricted by statute, by the Articles of Incorporation or by these Amended and Restated Bylaws, participate in and hold any meeting of such Board of Directors or committee by using conference telephone or similar communications equipment or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment systems permits each person participation in the meeting to communicate with all other persons participating in the meetings. If voting is to take place at the meeting, reasonable measures must be implemented to verify that every person voting at the meeting by means of remote communications is sufficiently identified and a record must be kept of any vote or other action taken. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.
5.06 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 proceeding of the Directors.
5.07 Quorum: Seventy five percent 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 seventy five percent of the number of Directors . 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. Voting by proxy is prohibited.
5.08 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.
5.09 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 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.
5.10 Interested Directors: Contracts or transactions between Directors, officers, or members of the Church who have a financial interest in the matter are not void or voidable solely for that reason. Nor are they void or voidable solely because the Director, officer, or Church member is present at or participates in the meeting that authorizes the contract or transaction, or solely because the interested party’s votes are counted for the purpose. However, the material facts must be disclosed to or known by the Board of Directors or other group authorizing the transaction, and approval from disinterested parties must be obtained.
5.11 No Compensation: Directors shall not receive salaries or compensation for their services to 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.
5.12 Removal and Resignation of Directors: The Board of Directors may vote to remove a Director 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 a vote of not less than seventy five (75%) of the Directors.
5.13 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 consensus on any issue before the Board of Directors, then, in such instance, the Chairman shall cast a 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 Chairman.
ARTICLE 6 BOARD
6.01 Board Officers: The officers of the Corporation Board shall be the Chairman, Vice-Chairman and any other officers chosen at the discretion of the Board of Directors. The Chairman shall serve as the leader of the Corporate Board and shall act as the moderator of the Church. The Chairman may appoint a member of the Board of Directors to act as moderator. In the event of a vacancy in the office of Chairman, the Board of Directors shall appoint a moderator. The moderator shall establish the agenda, protocol and rules of order for each meeting and shall conduct the meeting accordingly.
6.02 Election and Term of Office: The officers of the Corporation Board shall serve for one year terms or until their successor is appointed, they are removed or they die. Annually, the Board of Directors shall elect from amongst its members officers of the Board.
6.03 Removal: All Board officers may be removed, with or without cause, by a vote of not less than seventy five (75%) of the Board of Directors at any general or special meeting of the Board of Directors duly noticed pursuant to Section 5.05 of these Bylaws.
6.04 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.
6.05 Chairman: The Board of Directors shall elect from among its members, a Chairman. The Chairman of the Board of Directors is responsible for overseeing the business of the corporation. He is expressly authorized to do all things necessary and proper to fulfill the abovedescribed leadership position and to fulfill all duties incident to the office of Chairman. In the event of a vacancy, for any reason, in the office of Chairman, the Vice Chairman shall immediately take the position of the Chairman of the Board.
6.06 Vice Chairman: When the Chairman is absent, is unable to act, or refuses to act in his role as Chairman of the Board of Directors, the Vice Chairman shall perform the duties of the Chairman. When the Vice Chairman acts in place of the Chairman, the Vice Chairman shall have all the powers of and be subject to all the restrictions upon the Chairman. The Vice Chairman shall perform other duties as assigned by the Chairman or Board of Directors. Except as expressly authorized by the Board of Directors, the Vice Chairman shall have no authority to sign for or otherwise bind the Church. Should the Chairman die, resign or be terminated the Vice Chairman shall immediately assume the role of Chairman.
ARTICLE 7 PASTORAL STAFF AND CORPORATION OFFICERS
The Church will employ ordained and licensed ministers of the Gospel whose job it is to help the Church fulfill its charitable purposes and to spread the Gospel. Among those employed, the Board of Directors shall select a Lead Pastor. All other pastoral employees shall be employed through the coordinated efforts of the Lead Pastor and the Board of Directors.
7.01 President: The Lead Pastor shall serve as President of the Church and shall (a) Provide biblical vision and direction for the Church, (b) Oversee and coordinate the day-to-day ministry of the congregation and the administration of the Church in conjunction with other pastoral staff, (c) supervise individuals who serve the Church as employees or volunteers, (d) to walk closely with Christ, living in a manner consistent with a pastoral calling (e) work alongside the other pastors, shepherd the church, providing leadership, biblical instruction and pastoral care, and (f) such other duties and responsibilities as may be associated with the role of Lead Pastor.
7.02 Treasurer: 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 moneys due and payable to the Church from any source; (c) deposit all moneys in the name of the Church in banks, trust companies, or other 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 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; (i) perform all of the duties incident to the office of treasurer.
7.03 Secretary: 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, officer, and employee of the Church; (f) perform duties as assigned by the Board of Directors; (g) perform all duties incident to the office of secretary.
ARTICLE 8 ADVISORY TEAMS
8.01 Establishment: The Board of Directors may, at its discretion, adopt a resolution establishing one or more Advisory Teams. Any and all teams shall conform to rules established by the Board of Directors.
8.02 Independent Compensation Committee. Annually, the Board of Director’s may adopt a resolution establishing an Independent Compensation 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 Director’s. The Independent Compensation Committee shall determine and approve the Lead Pastor’s compensation and all executive employees’ compensation. In so doing, the Independent Compensation Committee may consider duties, performance evaluations, compensation comparability data, and other relevant information.
ARTICLE 9 TRANSACTIONS OF THE CHURCH
9.01 Contracts and Legal Instruments: 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.
9.02 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.
9.03 Gifts: The Board of Directors may accept on behalf of the Church any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Church. The Board of Directors may make gifts and give charitable contributions that are not prohibited by these Bylaws, the Articles of Incorporation, state law, and any requirements for maintaining the Church’s federal and state tax status.
9.04 Potential Conflicts of Interest: Any director, officer, or key employee who has an interest in a contract, salary negotiation, or other transaction presented to the Board of Directors or a committee thereof for authorization, approval, or ratification shall make a prompt and full disclosure of his interest to the Board of Directors or committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts known to such person about the contract or transaction which might reasonably be construed to be adverse to the corporation’s interest.
The body to which such disclosure is made shall thereupon determine, by a vote of not less than seventy five percent (75%) of the votes entitled to vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor exert his personal influence regarding, nor participate in (other than to present factual information or to respond to questions) the discussions or deliberations with respect to such contract or transaction. Such person may be counted in determining whether a quorum is present but may not be counted when the Board of Directors or a committee of the Board of Directors takes action on the transaction. The minutes of the meeting shall reflect the disclosure made, the vote thereon, the abstention from voting and participation (where applicable), and whether quorum was present.
ARTICLE 10 BOOKS AND RECORDS
10.01 Required Books and Records: The Church shall keep correct and complete books and records of account.
10.02 Fiscal Year: The fiscal year of the Church shall begin on the first day of September and end on the last day of August in each year.
10.03 Financial Statements: The Church shall have each annual financial statement of the Church compiled by a certified public accounting firm selected by the Board of Directors.
ARTICLE 11 INDEMNIFICATION
A. To the full extent permitted by the Act, as amended from time to time, the Church shall indemnify any Director, Pastor, officer, 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.
B. A determination of the right to indemnification under the Act shall be made by legal counsel selected by the majority consensus of the Board of Directors.
ARTICLE 12 MISCELLANEOUS PROVISIONS
12.01 Amendments to Bylaws: These Bylaws may only be altered, amended, or repealed, and new bylaws may only be adopted by the Board of Directors.
12.02 Construction of Bylaws: These Bylaws shall be construed in accordance with the laws of the State of Iowa. All references in the Bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time. If any Bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the Bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the Bylaws. The headings used in the Bylaws are used for convenience and shall not be considered in construing the terms of the Bylaws. Wherever the context requires, all words in the Bylaws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.
12.03 Seal: The Board of Directors may provide for a corporate seal.
12.04 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.
12.05 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.
12.06 Christian Alternative Dispute Resolution: In keeping with 1 Corinthians 6:1-8, all disputes which may arise (1) between any member of the Church and the Church itself, or (2) between any member of the Church and any Pastor, officer, Directors, employee, volunteer, agent, or other member of this Church shall be resolved in accordance with the rules of procedure for faith based alternative dispute resolution approved by resolution of the Board of Directors, which may be updated or modified by further resolution of the Board of Directors. If efforts to conciliate or mediate the dispute fail, then the matter shall be resolved through binding arbitration. The decision of the arbitrators shall be binding on both parties, and both parties submit themselves to the personal jurisdiction of the courts of Iowa, both state and federal, for the entry of a judgment confirming the arbitrators’ award. Each party shall bear their own costs, including attorney’s fees, related to any arbitration proceeding.
If a dispute may result in an award of monetary damages, 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, conduct hearings, or administer discipline of members.