Heritage Valley Bible Church Constitution and Bylaws
1) Name
The name of this Corporation is Heritage Valley Bible Church. It is a California nonprofit religious Corporation with its principal offices in Fillmore, California.
2) Purpose
ii) To bring glory and honor to the triune God by promoting Biblical worship, instruction, fellowship and evangelism both in our local community and throughout the earth.
iii) To minister to the physical and spiritual needs of our members, community and world in accordance with the Old and New Testament Scriptures.
iv) To handle the affairs pertaining to property and other temporal matters as required by civil authorities.
3) Church Structure
a) This Church shall be under the authority of the Lord Jesus Christ, through the leadership of the Elders.
i) The Elders have the final decision-making authority for the Church. They function as the corporate board of directors.
ii) The Elders, at their discretion, may submit matters to the Church members for their input or affirmation.
b) The Church shall be guided by the Old and New Testament Scriptures, the Statement of Faith (see Separate Document, incorporated here by reference), our Church Covenant (see Separate Document, incorporated here by reference) and our Relational Commitments (see Relational Commitments, incorporated here by reference)
c) If there is any conflict, the Bible as interpreted by the Elders shall control the decisions and direction of the Church.
4) Corporate Membership
a) Corporate Members
The Corporation shall have no members. Any action which would otherwise require approval by a majority of all members shall only require approval of the Board of Elders. All rights which would otherwise vest in the members shall vest in the Board of Elders
b) Church Members
Nothing contained in 4.a. of these bylaws shall be construed to limit the right of the Corporation to refer to persons associated with the Corporation as ‘members’ even though such persons are not corporate members, and no such reference in or outside of these Bylaws shall constitute anyone being a member, within the meaning of Section 5056 of the California Nonprofit Corporation Law. The Corporation may confer by amendment of its Articles or of these Bylaws some or all of the rights of a member, as set forth in the California Nonprofit Corporation Law, upon any person or persons who do not have the right to vote for the election of officers or on a disposition of substantially all of the assets of the Corporation or on a merger or on a dissolution or on changes to the Corporation’s Articles or Bylaws, but no such person shall be a member within the meaning of said Section 5056
5) Church Membership
a) Church Membership (in contrast to Corporate Membership) is open to any person who meets the following qualifications:
i) Makes a credible profession of faith in Jesus Christ as their Lord and Savior
ii) Gives testimony of their belief through believer’s baptism
iii) Completes a Membership Application and Interview with an Elder
iv) Attends the Membership Class
v) Signs the Membership Covenant
vi) Agrees to submit to the Church By-Laws, Statement of Faith, Membership Covenant and Relational Commitments
vii) Be approved by the Elders for membership.
b) Voting Privileges
Membership in the church does not equate to corporate membership, and shall only entitle the member to a vote when the Elders chose to submit an issue to the church membership for input or affirmation. On those occasions, every member in good standing (not under church discipline), who is at least 16 years old, shall be entitled to a vote.
c) Withdrawal of Membership
i) Members may withdraw from membership at their own request by informing the Elders of their intention to withdraw and the reasons for the withdrawal. If a member requests to withdraw because of specific problems or disappointments with the church, the Elders shall attempt to resolve those matters so that the member may remain in the church and enjoy greater fruitfulness and personal spiritual growth. If the Elders are unable to resolve those matters, they shall offer to assist the member in locating a church of like faith and practice that can respond more effectively to the member’s gifts and needs. If it appears to the Elders that a member has request withdrawal merely to avoid church discipline, that request shall not be given effect until the disciplinary process has been properly concluded (see Matt 18:12-20; Bylaw 6)
ii) Members may be removed from membership after failing to attend for a period of six months or more, or in accordance with the Church Discipline process (see Bylaw 7)
6) Church Relational Commitments
Relationships in the church will be guided and governed by the biblical principles set forth in a document entitled “Relational Commitments,” which is incorporated into these Bylaws by reference. This document establishes our commitments related to peacemaking and reconciliation, preserving marriages, protecting children, biblical counseling, confidentiality, accountability, and church discipline. These commitments shall apply both to members and to attenders of our church, and may be amended from time to time in the same way that these Bylaws may be amended.
7) Church Discipline
Church Discipline shall be carried out according to Matthew 18:12-20; Romans 16:17; 2 Thessalonians 3:6,14; Titus 3:10; Galatians 6:1-2; 1 Corinthians 5:1-5.
The purpose, practice and procedure for Church Discipline are explained in our Relational Commitments and Guidelines for Church Discipline.
The members of this church, and other professing Christians who regularly attend, agree that there shall be no appeal to any court because of decisions reached in the disciplinary process or public statements made during the process.
8) Elders (also: Corporate Board of Directors)
a) Responsibilities
The Elders have the responsibility of spiritual oversight over the congregation and will give an account to the Lord Jesus Christ for that oversight (Hebrews 13:17). They are to watch diligently over the people to promote holiness in life and faithfulness in doctrine (Acts 20:28-32). They are to devote themselves to prayer and the Word (Acts 6:4). They are also responsible to provide Biblical instruction and counsel, protect the Biblical Doctrine entrusted to this church, and equip the saints for the work of the ministry (Ephesians 4:11).
The Board of Elders functions as the Board of Directors for the Corporation.
b) Qualifications
The qualifications of an Elder of the church are based on the teachings of the New Testament as set forth in 1 Timothy 3:1-7; Titus 1:5-9; 1 Peter 5:1-4. In accordance with New Testament teaching Elders must be male. They must also be members of the church.
i) Blameless as a steward of God; above reproach (1 Timothy 3:2; Titus 1:6-7)
ii) Husband of one wife; a one-woman man (1 Timothy 3:2; Titus 1:6)
iii) Temperate, sober, vigilant (1 Timothy 3:2)
iv) Sober-minded, prudent (1 Timothy 3:2; Titus 1:8)
v) Of good behavior; orderly, respectable (1 Timothy 3:2)
vi) Given to hospitality (1 Timothy 3:2; Titus 1:8)
vii) Apt to teach; able to teach; he can exhort believers and refute false teaching (1 Timothy 3:2; Titus 1:9)
viii) Not given to wine (1 Timothy 3:3; Titus 1:7)
ix) Not violent; not pugnacious (1 Timothy 3:3, Titus 1:7)
x) Patient, moderate, forbearing, gentle (1 Timothy 3:3)
xi) Not a brawler; uncontentious; not soon angry or quick-tempered (1 Timothy 3:3; Titus 1:7)
xii) Not covetous; not a lover of money; not greedy of base gain (1 Timothy 3:3, Titus 1:7)
xiii) Rules well his own house; his children are faithful, not accused of rebellion to God (1 Timothy 3:4; Titus 1:7)
xiv) Not a novice; not a new convert (1 Timothy 3:6)
xv) Has a good report or reputation with outsiders (1 Timothy 3:7)
xvi) Not self-willed (Titus 1:7)
xvii) A lover of good men and things (Titus 1:8)
xviii) Just, fair (Titus 1:8)
xix) Holy, devout (Titus 1:8)
xx) Self-controlled (Titus 1:8)
c) Selection
i) Elder candidates will be identified by either the existing elders; or a member of the congregation speaking privately to one of the existing elders.
ii) Upon identification, the Elders will pray and discuss their initial impressions of the person’s fitness to serve and biblical qualifications.
iii) The Elders will conduct an interview with the candidate focused on his qualifications, doctrinal soundness, teaching ability and desire to serve.
iv) Following this interview, the Elders will prayerfully consider the candidate for presentation to the congregation. The Elders must have unanimity regarding the candidate’s qualification to serve before presenting the candidate to the congregation.
v) The Elders will allow a 2 week period for the members of the congregation to provide input regarding the candidate’s qualifications, reputation and fitness to serve.
vi) Following the 2 week period, the Elders will prayerfully vote again as to whether or not to install the candidate into the office of Elder. Upon a unanimous vote in favor, the candidate will be installed as an Elder.
vii) The new Elder will be presented to the congregation in a Sunday Morning worship service, where the Elders will lay hands on the new Elder, setting Him apart for his office and charging the congregation to prayerfully support and follow this man as one of the church Elders.
viii) The pastor shall serve as an elder by nature of his call and office, irrespective of this selection process.
d) Term of Service
An Elder’s term shall be indefinite unless he is removed due to withdrawal from the congregation, resignation, loss of qualification, or removal by unanimous vote the remaining elders.
Subject to the provision of Section 9926 of the California Nonprofit Religious Corporation Law, any Elder may resign effective upon giving written notice to the Chairman of the Board or the Secretary of the Board, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is to take effect at some future time, a successor may be selected before that time.
e) Number of Elders
The number of Elders will be a minimum of three and a maximum of eleven, as determined by the existing Board of Elders.
Any change to the minimum or maximum number of elders shall be approved by the existing Board of Elders in accordance with these by-laws.
No reduction in the authorized number of Elders shall have the effect of removing an Elder, unless that Elder has already been removed in accordance with Bylaw 8.d above.
f) Vacancies
A vacancy or vacancies in the Board shall be deemed to exist any time the existing number of Elders reaches three, or a need exists for another Elder and the specified limit is not exceeded.
When a vacancy occurs the remaining Elders will seek a qualified individual in accordance with our Elder selection process.
g) Powers
Subject to the limitations of the Articles and these Bylaws and of pertinent restrictions of the Corporation Code of the State of California, all the activities and affairs of the Corporation shall be exercised by or under the direction of the Board of Elders, who are responsible for shepherding and having oversight of the flock. Without prejudice to such general powers, but subject to these same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated by these Bylaws:
i) To select and remove all the officers, agents, pastors, staff, and employees of the Corporation; prescribe such duties for them consistent with the Scriptures, with law, with the Articles of Incorporation, or with these Bylaws; and fix the terms of their offices and their compensation.
ii) To make such disbursements from the funds and properties of the Corporation as are required to fulfill the purposes of this Corporation as are more fully set out in the Articles of Incorporation, thereof and generally to conduct, manage, and control the activities and affairs of the Corporation and to make such rules and regulations consistent with the Scriptures, with law, with the Articles of Incorporation, or with these Bylaws, as they may deem best.
iii) To adopt, make and use a corporate seal, and to alter the form of such seal from time to time as they may deem best.
iv) To establish policies and practices for the church consistent with the purposes of this Corporation.
v) To borrow money and incur indebtedness for the purposes of the Corporation and to cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities.
h) Compensation
Elders (as such) shall not receive any stated or fixed salary for their services; however, nothing herein contained shall be construed to preclude any Elder from serving the Church in any other capacity and receiving compensation. Any person receiving compensation directly or indirectly from Heritage Valley Bible Church shall not be in a position to determine the nature or amount of that compensation.
i) Meetings
Meetings are open to attendance by members of the church unless otherwise noted. Some portions of the meeting may need to be conducted in privacy at the discretion of the Elders.
i) Regular Meetings
The Board of Elders shall meet on the 2nd Monday of the month.
ii) Special Meetings
Additional meetings may be called at any time by either the Chairman, vice-Chairman, Secretary or any two remaining elders, or by previous adjournment. Notice of the meeting must be given by mail, email, personal contact, telephone or other like communication. Attendance at a meeting waives the right to object to lack of notice or defective notice unless an objection is made at the beginning of the meeting (or promptly upon arrival)
iii) Notice of Special Meetings
Additional meetings must be called with at least 48 hours notice, unless such notice is waived by all the Elders.
iv) Place of Meetings
Notwithstanding anything to the contrary provided in these Bylaws, and meeting (whether regular, special or adjourned) of the Board of Elders of the Corporation may be held at any place within or without the State of California.
v) Quorum
A majority of the Elders constitutes a quorum, provided at least three elders are present. If a decision requires unanimity, all Elders must be present or vote in absentee.
vi) Participation by Conference Telephone
Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.
vii) Decision Making
Decisions will be reached after prayerful consideration by a 3/4 majority vote. If the number of Elders is at the minimum of three, a 2/3 vote is required to reach a decision. The Elders will always strive for unanimity and be cautious of proceeding in the face of strong minority objection.
Elders may vote in absentee through phone conference or writing. An absentee vote will be recorded in the minutes and confirmed with the Elder upon review of the minutes.
viii) Adjournment
A meeting may be adjourned to another date or time upon the vote of a majority of the Elders present. Notice of the time and place of holding an adjourned meeting need not be given to absent Elders if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than forty-eight (48) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Elders who were not present at the time of the adjournment.
j) Board Officers
i) The officers of the Corporation shall be a Chairman, Vice-Chairman, Secretary and Treasurer. The Corporation may also have, at the discretion of the Elders, other officers as may be appointed by the Elders. Any other officers shall serve for the period and have the authority to perform the duties specifically laid out by the Elders.
ii) The Chairman, Vice-Chairman, Secretary and Treasurer shall be selected annually by a vote of the Elders. In the case of a vacancy or inability to act, the Elders may appoint another individual to the position.
iii) The Chairman
The Chairman shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Elders, have general supervision, direction and control of the activities and officers of the Corporation. He shall preside at all meetings of the board of Elders, which are to be conducted according to the scriptural principles such as set forth in Philippians 2:2-8. The Chairman shall have other powers and duties as may be prescribed to him by the Board of Elders or the Bylaws.
iv) The Vice-Chairman
The Vice-Chairman shall perform the duties of the Chairman in his absence or in the case of inability to act. The Vice-Chairman shall have other powers and perform other duties as prescribed from time to time by the Board of Elders or these Bylaws.
v) The Secretary
The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Elders may order, of all meetings, with the time and place of holding, whether regular or special, and if special how authorized, the notice thereof given the names of those present at the meetings, the Board and committee’s meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office in the State of California the original and a copy of the Corporation’s Articles and Bylaws, as amended to date.
The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the Corporation in safe custody, and shall have other powers and perform such duties as prescribed by the Board of Elders.
The Secretary shall keep, or cause to be kept at the principal office of the Corporation, a church membership register, or a duplicated membership register, showing the names of the members and their addresses.
vi) The Treasurer
The Treasurer shall be the Chief Financial Officer of the Corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation. He will do so in a manner that takes precaution to bring no discredit on the church. Those he delegates to must have approval of the Elders and be “men of good reputation, full of the Spirit and of wisdom” (Acts 6:3)
The books of account shall be at all reasonable times be open to inspection by any Elder.
The Treasurer shall deposit, or cause to be deposited, all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Elders. He shall disburse, or cause to be disbursed, the funds of the Corporation as may be ordered by the Board of Elders. He shall render or cause to be rendered to the Chairman and the Elders, whenever they request it, an account of all the transactions and of the financial condition of the Corporation. He shall have such powers and perform other duties as may be prescribed by the Board of Elders.
9) Church Officers
a) Pastor
In accordance with Scripture the Pastor shall be an Elder qualified male. He shall also serve as an Elder of the church.
The Pastor is uniquely set apart by God, recognized by the Elders and the Church, to be devoted to prayer and the Word and the shepherding of God’s Flock.
i) Selection
(1) When the need to call a Pastor arises, the Elders shall prayerfully search for men they believe to be Biblically qualified.
(2) Upon finding a man they believe to be qualified, they will solicit information regarding his experience, doctrine, character and samples of his preaching.
(3) If they believe the man to be a suitable fit for the church, they shall interview the candidate.
(4) If they still believe the man to be suitable, they will invite him to come visit the church, preach and interact with the congregation. At their discretion they may invite him multiple times in order to make a judgment regarding his suitability. At this point, the Elders will only be considering one candidate. Any other candidates will be put on hold, until a decision is made regarding the current pastoral candidate.
(5) If the candidate or the Elders desire, a vote of affirmation may be sought from the congregation, although this is not required.
(6) The Elders will prayerfully vote regarding calling this man as a pastor. Upon a unanimous vote, they will extend a call to the candidate to serve as pastor.
ii) Term of Service.
(1) The pastor shall serve indefinitely unless he resigns or is removed or determined to be Biblically unqualified by unanimous vote of the remaining Elders.
(2) If the pastor resigns, he shall give a minimum 30 days notice, unless a shorter term is mutually agreed upon by the Elders.
(3) If the pastor is removed for reasons other than loss of Biblical qualification, the church shall provide at least one month’s severance pay.
b) Deacons
i) Deacons shall be selected by the Elders as needed to assist the Elders in the ministry of the church. Their goal and purpose is to serve the church’s needs so that the Elder’s are free to devote themselves to prayer, the word and their unique teaching responsibilities.
ii) Deacons shall be male members of the church meeting the Biblical qualifications of 1 Timothy 3:8-13.
iii) When the need for deacons arises the Elders shall use the following selection process:
(1) They may identify potential deacons themselves, and/or seek the input of the congregation regarding qualified men.
(2) They will prayerfully consider the men’s qualifications in accordance with 1 Timothy 3:8-13.
(3) Upon a unanimous vote in favor of the candidate, the Elders will inform the congregation and seek input for 2 weeks regarding the men’s qualifications, reputation and fitness to serve.
(4) After the period of input, the Elders will vote again regarding the candidate. Upon a unanimous vote in favor, the Deacon will be presented to the congregation and appointed to the office of Deacon through the laying on of hands.
iv) A Deacon’s term of service will be 1 year, unless the Elders determine by unanimous vote that the Deacon’s services are no longer needed.
v) A Deacon may be reappointed to successive terms.
vi) A Deacon may be removed by resignation, withdrawal from the congregation, loss of qualification, or unanimous vote of the Elders.
c) Other Staff and Officers
The Elders may hire other staff, appoint other officers and create committees as needed by the church.
d) Other Councils and Committees
To promote efficient handling of Church matters, the Board may appoint various councils and committees from within the Board, the Church staff, or the church at large. These councils and committees shall perform tasks solely in accordance with the duties and with powers specifically delegated by the Board. The general functions of councils and committees are:
i) To bring considered recommendations to the Board concerning ministries
ii) To assist in oversight of ministries
iii) To research and bring proposals regarding church matters
10) Ordination, Licensing, and Commissioning
a) Ordination
Ordination refers to the unanimous recognition by the Board of Elders of a man’s call to the ministry, preparation as a shepherd, and qualification to serve. Ordination shall be conferred for life, so long as the man continues to manifest the qualifications of the office.
b) Licensing
The license is issued by the Board of Elders and is given in recognition of a man’s call to a particular ministry. Its aim is to allow a man who is not ordained to perform the ecclesiastical duties and functions of the church. Licenses are conferred for the duration of the ministry as long as the person continues to display the qualifications necessary for the ministry to which he is licensed.
c) Commissioning
When local-church certification is required for ministry where ordination would be unnecessary or inappropriate, a person is commissioned by the Board of elders to minister. This authorization continues as long as the opportunity to minister remains in effect and as long as the person maintains the qualifications for ministry.
11) Church Meetings
a) Church meetings will be called at the discretion of the Board of Elders. They will be a forum for the Elders to report to the Church regarding their decisions and to seek input and/or affirmation from the Congregation regarding future decisions.
b) Any vote by the congregation is advisory and not binding upon the Corporation.
c) Only the Board of Elders may propose a matter for a vote.
12) Settlement of Disputes
Settlements of disputes will be resolved in accordance with our Relational Commitments.
13) Amendment of Bylaws
a) These Bylaws may be amended and new and additional Bylaws may be made from time to time at any time by the Board of Elders in the exercise of the power granted to said Board of Elders in these Bylaws.
b) Whenever an amendment or new Bylaw is adopted, it shall be copied in the book of minutes with the original Bylaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in the book.
14) Other Provisions
a) Endorsement of Documents, Contracts
The Board of Elders, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Elders, no officer, agent or employee shall have any power or authority to bind the Corporation by any contact or agreement, or to pledge its credit or to render it liable for any purpose or to any amount.
Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing and any assignment or endorsement thereof executed or entered into between this Corporation and any other person, when signed jointly by two officers of this Corporation shall be valid and binding on this Corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same.
b) Representation of Shares of Other Corporations
The Chairman or any other officer or officers authorized by the Board are each authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other Corporation or Corporations standing in the name of the Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized to do so in proxy or power of attorney duly executed by said officer.
15) Receipt, Investment and Disbursement of Funds
a) Receipt of Funds
The Corporation shall receive all monies and/or other properties transferred to it for the purposes for which the Corporation was formed. However, nothing contained herein shall require the Board of Elders to accept or receive any money or property of any kind if it shall determine in its discretion that receipt of such money or property is contrary to the expressed purposes of the Corporation as shown by said Articles.
b) Management of Funds
The Corporation shall hold, manage, and disburse any funds or properties received by it from any source in a manner that is consistent with the expressed purposes of this Corporation.
c) Instruments in Writing
All checks, drafts, demands for money and notes of the Corporations, and all written contracts of the Corporation shall be signed by such officer or officers, agent or agents, as the Board of Elders may from time to time by resolution designate.
16) Corporate Records and Reports
a) Records
The Corporation shall maintain adequate and correct accounts, books, and records of its business and properties. All such books, records, and accounts shall be kept at its principal place of business in the State of California, as fixed by the Board of Elders from time to time.
b) Inspection of Books and Records
Every Elder shall have the absolute right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of the Corporation, and also if its subsidiary organizations, if any.
17) Dissolution
Upon dissolution of this Corporation, the board of Elders shall cause the assets herein to be distributed to another Corporation with purposes similar to that identified in these Bylaws.
Certificate
I, the undersigned being the Secretary of Heritage Valley Bible Church, do hereby certify that the above Bylaws were adopted as the Bylaws hereof on August 8,2006 by the Board of Elders of said Corporation in a regularly called meeting on the same date, to wit, August 8, 2006. Said Bylaws are, as of the date of this certification, the duly adopted and existing Bylaws of this corporation.
In witness whereof, I have hereunto set my hand this August 8, 2006
Richard Fairall, Secretary
The name of this Corporation is Heritage Valley Bible Church. It is a California nonprofit religious Corporation with its principal offices in Fillmore, California.
2) Purpose
- This Corporation is a RELIGIOUS CORPORATION and is not organized for the private gain of any person. It is organized under the Nonprofit Religious Law exclusively for religious purposes.
- The specific purposes of this Corporation are:
ii) To bring glory and honor to the triune God by promoting Biblical worship, instruction, fellowship and evangelism both in our local community and throughout the earth.
iii) To minister to the physical and spiritual needs of our members, community and world in accordance with the Old and New Testament Scriptures.
iv) To handle the affairs pertaining to property and other temporal matters as required by civil authorities.
3) Church Structure
a) This Church shall be under the authority of the Lord Jesus Christ, through the leadership of the Elders.
i) The Elders have the final decision-making authority for the Church. They function as the corporate board of directors.
ii) The Elders, at their discretion, may submit matters to the Church members for their input or affirmation.
b) The Church shall be guided by the Old and New Testament Scriptures, the Statement of Faith (see Separate Document, incorporated here by reference), our Church Covenant (see Separate Document, incorporated here by reference) and our Relational Commitments (see Relational Commitments, incorporated here by reference)
c) If there is any conflict, the Bible as interpreted by the Elders shall control the decisions and direction of the Church.
4) Corporate Membership
a) Corporate Members
The Corporation shall have no members. Any action which would otherwise require approval by a majority of all members shall only require approval of the Board of Elders. All rights which would otherwise vest in the members shall vest in the Board of Elders
b) Church Members
Nothing contained in 4.a. of these bylaws shall be construed to limit the right of the Corporation to refer to persons associated with the Corporation as ‘members’ even though such persons are not corporate members, and no such reference in or outside of these Bylaws shall constitute anyone being a member, within the meaning of Section 5056 of the California Nonprofit Corporation Law. The Corporation may confer by amendment of its Articles or of these Bylaws some or all of the rights of a member, as set forth in the California Nonprofit Corporation Law, upon any person or persons who do not have the right to vote for the election of officers or on a disposition of substantially all of the assets of the Corporation or on a merger or on a dissolution or on changes to the Corporation’s Articles or Bylaws, but no such person shall be a member within the meaning of said Section 5056
5) Church Membership
a) Church Membership (in contrast to Corporate Membership) is open to any person who meets the following qualifications:
i) Makes a credible profession of faith in Jesus Christ as their Lord and Savior
ii) Gives testimony of their belief through believer’s baptism
iii) Completes a Membership Application and Interview with an Elder
iv) Attends the Membership Class
v) Signs the Membership Covenant
vi) Agrees to submit to the Church By-Laws, Statement of Faith, Membership Covenant and Relational Commitments
vii) Be approved by the Elders for membership.
b) Voting Privileges
Membership in the church does not equate to corporate membership, and shall only entitle the member to a vote when the Elders chose to submit an issue to the church membership for input or affirmation. On those occasions, every member in good standing (not under church discipline), who is at least 16 years old, shall be entitled to a vote.
c) Withdrawal of Membership
i) Members may withdraw from membership at their own request by informing the Elders of their intention to withdraw and the reasons for the withdrawal. If a member requests to withdraw because of specific problems or disappointments with the church, the Elders shall attempt to resolve those matters so that the member may remain in the church and enjoy greater fruitfulness and personal spiritual growth. If the Elders are unable to resolve those matters, they shall offer to assist the member in locating a church of like faith and practice that can respond more effectively to the member’s gifts and needs. If it appears to the Elders that a member has request withdrawal merely to avoid church discipline, that request shall not be given effect until the disciplinary process has been properly concluded (see Matt 18:12-20; Bylaw 6)
ii) Members may be removed from membership after failing to attend for a period of six months or more, or in accordance with the Church Discipline process (see Bylaw 7)
6) Church Relational Commitments
Relationships in the church will be guided and governed by the biblical principles set forth in a document entitled “Relational Commitments,” which is incorporated into these Bylaws by reference. This document establishes our commitments related to peacemaking and reconciliation, preserving marriages, protecting children, biblical counseling, confidentiality, accountability, and church discipline. These commitments shall apply both to members and to attenders of our church, and may be amended from time to time in the same way that these Bylaws may be amended.
7) Church Discipline
Church Discipline shall be carried out according to Matthew 18:12-20; Romans 16:17; 2 Thessalonians 3:6,14; Titus 3:10; Galatians 6:1-2; 1 Corinthians 5:1-5.
The purpose, practice and procedure for Church Discipline are explained in our Relational Commitments and Guidelines for Church Discipline.
The members of this church, and other professing Christians who regularly attend, agree that there shall be no appeal to any court because of decisions reached in the disciplinary process or public statements made during the process.
8) Elders (also: Corporate Board of Directors)
a) Responsibilities
The Elders have the responsibility of spiritual oversight over the congregation and will give an account to the Lord Jesus Christ for that oversight (Hebrews 13:17). They are to watch diligently over the people to promote holiness in life and faithfulness in doctrine (Acts 20:28-32). They are to devote themselves to prayer and the Word (Acts 6:4). They are also responsible to provide Biblical instruction and counsel, protect the Biblical Doctrine entrusted to this church, and equip the saints for the work of the ministry (Ephesians 4:11).
The Board of Elders functions as the Board of Directors for the Corporation.
b) Qualifications
The qualifications of an Elder of the church are based on the teachings of the New Testament as set forth in 1 Timothy 3:1-7; Titus 1:5-9; 1 Peter 5:1-4. In accordance with New Testament teaching Elders must be male. They must also be members of the church.
i) Blameless as a steward of God; above reproach (1 Timothy 3:2; Titus 1:6-7)
ii) Husband of one wife; a one-woman man (1 Timothy 3:2; Titus 1:6)
iii) Temperate, sober, vigilant (1 Timothy 3:2)
iv) Sober-minded, prudent (1 Timothy 3:2; Titus 1:8)
v) Of good behavior; orderly, respectable (1 Timothy 3:2)
vi) Given to hospitality (1 Timothy 3:2; Titus 1:8)
vii) Apt to teach; able to teach; he can exhort believers and refute false teaching (1 Timothy 3:2; Titus 1:9)
viii) Not given to wine (1 Timothy 3:3; Titus 1:7)
ix) Not violent; not pugnacious (1 Timothy 3:3, Titus 1:7)
x) Patient, moderate, forbearing, gentle (1 Timothy 3:3)
xi) Not a brawler; uncontentious; not soon angry or quick-tempered (1 Timothy 3:3; Titus 1:7)
xii) Not covetous; not a lover of money; not greedy of base gain (1 Timothy 3:3, Titus 1:7)
xiii) Rules well his own house; his children are faithful, not accused of rebellion to God (1 Timothy 3:4; Titus 1:7)
xiv) Not a novice; not a new convert (1 Timothy 3:6)
xv) Has a good report or reputation with outsiders (1 Timothy 3:7)
xvi) Not self-willed (Titus 1:7)
xvii) A lover of good men and things (Titus 1:8)
xviii) Just, fair (Titus 1:8)
xix) Holy, devout (Titus 1:8)
xx) Self-controlled (Titus 1:8)
c) Selection
i) Elder candidates will be identified by either the existing elders; or a member of the congregation speaking privately to one of the existing elders.
ii) Upon identification, the Elders will pray and discuss their initial impressions of the person’s fitness to serve and biblical qualifications.
iii) The Elders will conduct an interview with the candidate focused on his qualifications, doctrinal soundness, teaching ability and desire to serve.
iv) Following this interview, the Elders will prayerfully consider the candidate for presentation to the congregation. The Elders must have unanimity regarding the candidate’s qualification to serve before presenting the candidate to the congregation.
v) The Elders will allow a 2 week period for the members of the congregation to provide input regarding the candidate’s qualifications, reputation and fitness to serve.
vi) Following the 2 week period, the Elders will prayerfully vote again as to whether or not to install the candidate into the office of Elder. Upon a unanimous vote in favor, the candidate will be installed as an Elder.
vii) The new Elder will be presented to the congregation in a Sunday Morning worship service, where the Elders will lay hands on the new Elder, setting Him apart for his office and charging the congregation to prayerfully support and follow this man as one of the church Elders.
viii) The pastor shall serve as an elder by nature of his call and office, irrespective of this selection process.
d) Term of Service
An Elder’s term shall be indefinite unless he is removed due to withdrawal from the congregation, resignation, loss of qualification, or removal by unanimous vote the remaining elders.
Subject to the provision of Section 9926 of the California Nonprofit Religious Corporation Law, any Elder may resign effective upon giving written notice to the Chairman of the Board or the Secretary of the Board, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is to take effect at some future time, a successor may be selected before that time.
e) Number of Elders
The number of Elders will be a minimum of three and a maximum of eleven, as determined by the existing Board of Elders.
Any change to the minimum or maximum number of elders shall be approved by the existing Board of Elders in accordance with these by-laws.
No reduction in the authorized number of Elders shall have the effect of removing an Elder, unless that Elder has already been removed in accordance with Bylaw 8.d above.
f) Vacancies
A vacancy or vacancies in the Board shall be deemed to exist any time the existing number of Elders reaches three, or a need exists for another Elder and the specified limit is not exceeded.
When a vacancy occurs the remaining Elders will seek a qualified individual in accordance with our Elder selection process.
g) Powers
Subject to the limitations of the Articles and these Bylaws and of pertinent restrictions of the Corporation Code of the State of California, all the activities and affairs of the Corporation shall be exercised by or under the direction of the Board of Elders, who are responsible for shepherding and having oversight of the flock. Without prejudice to such general powers, but subject to these same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated by these Bylaws:
i) To select and remove all the officers, agents, pastors, staff, and employees of the Corporation; prescribe such duties for them consistent with the Scriptures, with law, with the Articles of Incorporation, or with these Bylaws; and fix the terms of their offices and their compensation.
ii) To make such disbursements from the funds and properties of the Corporation as are required to fulfill the purposes of this Corporation as are more fully set out in the Articles of Incorporation, thereof and generally to conduct, manage, and control the activities and affairs of the Corporation and to make such rules and regulations consistent with the Scriptures, with law, with the Articles of Incorporation, or with these Bylaws, as they may deem best.
iii) To adopt, make and use a corporate seal, and to alter the form of such seal from time to time as they may deem best.
iv) To establish policies and practices for the church consistent with the purposes of this Corporation.
v) To borrow money and incur indebtedness for the purposes of the Corporation and to cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities.
h) Compensation
Elders (as such) shall not receive any stated or fixed salary for their services; however, nothing herein contained shall be construed to preclude any Elder from serving the Church in any other capacity and receiving compensation. Any person receiving compensation directly or indirectly from Heritage Valley Bible Church shall not be in a position to determine the nature or amount of that compensation.
i) Meetings
Meetings are open to attendance by members of the church unless otherwise noted. Some portions of the meeting may need to be conducted in privacy at the discretion of the Elders.
i) Regular Meetings
The Board of Elders shall meet on the 2nd Monday of the month.
ii) Special Meetings
Additional meetings may be called at any time by either the Chairman, vice-Chairman, Secretary or any two remaining elders, or by previous adjournment. Notice of the meeting must be given by mail, email, personal contact, telephone or other like communication. Attendance at a meeting waives the right to object to lack of notice or defective notice unless an objection is made at the beginning of the meeting (or promptly upon arrival)
iii) Notice of Special Meetings
Additional meetings must be called with at least 48 hours notice, unless such notice is waived by all the Elders.
iv) Place of Meetings
Notwithstanding anything to the contrary provided in these Bylaws, and meeting (whether regular, special or adjourned) of the Board of Elders of the Corporation may be held at any place within or without the State of California.
v) Quorum
A majority of the Elders constitutes a quorum, provided at least three elders are present. If a decision requires unanimity, all Elders must be present or vote in absentee.
vi) Participation by Conference Telephone
Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.
vii) Decision Making
Decisions will be reached after prayerful consideration by a 3/4 majority vote. If the number of Elders is at the minimum of three, a 2/3 vote is required to reach a decision. The Elders will always strive for unanimity and be cautious of proceeding in the face of strong minority objection.
Elders may vote in absentee through phone conference or writing. An absentee vote will be recorded in the minutes and confirmed with the Elder upon review of the minutes.
viii) Adjournment
A meeting may be adjourned to another date or time upon the vote of a majority of the Elders present. Notice of the time and place of holding an adjourned meeting need not be given to absent Elders if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than forty-eight (48) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Elders who were not present at the time of the adjournment.
j) Board Officers
i) The officers of the Corporation shall be a Chairman, Vice-Chairman, Secretary and Treasurer. The Corporation may also have, at the discretion of the Elders, other officers as may be appointed by the Elders. Any other officers shall serve for the period and have the authority to perform the duties specifically laid out by the Elders.
ii) The Chairman, Vice-Chairman, Secretary and Treasurer shall be selected annually by a vote of the Elders. In the case of a vacancy or inability to act, the Elders may appoint another individual to the position.
iii) The Chairman
The Chairman shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Elders, have general supervision, direction and control of the activities and officers of the Corporation. He shall preside at all meetings of the board of Elders, which are to be conducted according to the scriptural principles such as set forth in Philippians 2:2-8. The Chairman shall have other powers and duties as may be prescribed to him by the Board of Elders or the Bylaws.
iv) The Vice-Chairman
The Vice-Chairman shall perform the duties of the Chairman in his absence or in the case of inability to act. The Vice-Chairman shall have other powers and perform other duties as prescribed from time to time by the Board of Elders or these Bylaws.
v) The Secretary
The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Elders may order, of all meetings, with the time and place of holding, whether regular or special, and if special how authorized, the notice thereof given the names of those present at the meetings, the Board and committee’s meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office in the State of California the original and a copy of the Corporation’s Articles and Bylaws, as amended to date.
The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the Corporation in safe custody, and shall have other powers and perform such duties as prescribed by the Board of Elders.
The Secretary shall keep, or cause to be kept at the principal office of the Corporation, a church membership register, or a duplicated membership register, showing the names of the members and their addresses.
vi) The Treasurer
The Treasurer shall be the Chief Financial Officer of the Corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation. He will do so in a manner that takes precaution to bring no discredit on the church. Those he delegates to must have approval of the Elders and be “men of good reputation, full of the Spirit and of wisdom” (Acts 6:3)
The books of account shall be at all reasonable times be open to inspection by any Elder.
The Treasurer shall deposit, or cause to be deposited, all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Elders. He shall disburse, or cause to be disbursed, the funds of the Corporation as may be ordered by the Board of Elders. He shall render or cause to be rendered to the Chairman and the Elders, whenever they request it, an account of all the transactions and of the financial condition of the Corporation. He shall have such powers and perform other duties as may be prescribed by the Board of Elders.
9) Church Officers
a) Pastor
In accordance with Scripture the Pastor shall be an Elder qualified male. He shall also serve as an Elder of the church.
The Pastor is uniquely set apart by God, recognized by the Elders and the Church, to be devoted to prayer and the Word and the shepherding of God’s Flock.
i) Selection
(1) When the need to call a Pastor arises, the Elders shall prayerfully search for men they believe to be Biblically qualified.
(2) Upon finding a man they believe to be qualified, they will solicit information regarding his experience, doctrine, character and samples of his preaching.
(3) If they believe the man to be a suitable fit for the church, they shall interview the candidate.
(4) If they still believe the man to be suitable, they will invite him to come visit the church, preach and interact with the congregation. At their discretion they may invite him multiple times in order to make a judgment regarding his suitability. At this point, the Elders will only be considering one candidate. Any other candidates will be put on hold, until a decision is made regarding the current pastoral candidate.
(5) If the candidate or the Elders desire, a vote of affirmation may be sought from the congregation, although this is not required.
(6) The Elders will prayerfully vote regarding calling this man as a pastor. Upon a unanimous vote, they will extend a call to the candidate to serve as pastor.
ii) Term of Service.
(1) The pastor shall serve indefinitely unless he resigns or is removed or determined to be Biblically unqualified by unanimous vote of the remaining Elders.
(2) If the pastor resigns, he shall give a minimum 30 days notice, unless a shorter term is mutually agreed upon by the Elders.
(3) If the pastor is removed for reasons other than loss of Biblical qualification, the church shall provide at least one month’s severance pay.
b) Deacons
i) Deacons shall be selected by the Elders as needed to assist the Elders in the ministry of the church. Their goal and purpose is to serve the church’s needs so that the Elder’s are free to devote themselves to prayer, the word and their unique teaching responsibilities.
ii) Deacons shall be male members of the church meeting the Biblical qualifications of 1 Timothy 3:8-13.
iii) When the need for deacons arises the Elders shall use the following selection process:
(1) They may identify potential deacons themselves, and/or seek the input of the congregation regarding qualified men.
(2) They will prayerfully consider the men’s qualifications in accordance with 1 Timothy 3:8-13.
(3) Upon a unanimous vote in favor of the candidate, the Elders will inform the congregation and seek input for 2 weeks regarding the men’s qualifications, reputation and fitness to serve.
(4) After the period of input, the Elders will vote again regarding the candidate. Upon a unanimous vote in favor, the Deacon will be presented to the congregation and appointed to the office of Deacon through the laying on of hands.
iv) A Deacon’s term of service will be 1 year, unless the Elders determine by unanimous vote that the Deacon’s services are no longer needed.
v) A Deacon may be reappointed to successive terms.
vi) A Deacon may be removed by resignation, withdrawal from the congregation, loss of qualification, or unanimous vote of the Elders.
c) Other Staff and Officers
The Elders may hire other staff, appoint other officers and create committees as needed by the church.
d) Other Councils and Committees
To promote efficient handling of Church matters, the Board may appoint various councils and committees from within the Board, the Church staff, or the church at large. These councils and committees shall perform tasks solely in accordance with the duties and with powers specifically delegated by the Board. The general functions of councils and committees are:
i) To bring considered recommendations to the Board concerning ministries
ii) To assist in oversight of ministries
iii) To research and bring proposals regarding church matters
10) Ordination, Licensing, and Commissioning
a) Ordination
Ordination refers to the unanimous recognition by the Board of Elders of a man’s call to the ministry, preparation as a shepherd, and qualification to serve. Ordination shall be conferred for life, so long as the man continues to manifest the qualifications of the office.
b) Licensing
The license is issued by the Board of Elders and is given in recognition of a man’s call to a particular ministry. Its aim is to allow a man who is not ordained to perform the ecclesiastical duties and functions of the church. Licenses are conferred for the duration of the ministry as long as the person continues to display the qualifications necessary for the ministry to which he is licensed.
c) Commissioning
When local-church certification is required for ministry where ordination would be unnecessary or inappropriate, a person is commissioned by the Board of elders to minister. This authorization continues as long as the opportunity to minister remains in effect and as long as the person maintains the qualifications for ministry.
11) Church Meetings
a) Church meetings will be called at the discretion of the Board of Elders. They will be a forum for the Elders to report to the Church regarding their decisions and to seek input and/or affirmation from the Congregation regarding future decisions.
b) Any vote by the congregation is advisory and not binding upon the Corporation.
c) Only the Board of Elders may propose a matter for a vote.
12) Settlement of Disputes
Settlements of disputes will be resolved in accordance with our Relational Commitments.
13) Amendment of Bylaws
a) These Bylaws may be amended and new and additional Bylaws may be made from time to time at any time by the Board of Elders in the exercise of the power granted to said Board of Elders in these Bylaws.
b) Whenever an amendment or new Bylaw is adopted, it shall be copied in the book of minutes with the original Bylaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in the book.
14) Other Provisions
a) Endorsement of Documents, Contracts
The Board of Elders, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Elders, no officer, agent or employee shall have any power or authority to bind the Corporation by any contact or agreement, or to pledge its credit or to render it liable for any purpose or to any amount.
Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing and any assignment or endorsement thereof executed or entered into between this Corporation and any other person, when signed jointly by two officers of this Corporation shall be valid and binding on this Corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same.
b) Representation of Shares of Other Corporations
The Chairman or any other officer or officers authorized by the Board are each authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other Corporation or Corporations standing in the name of the Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized to do so in proxy or power of attorney duly executed by said officer.
15) Receipt, Investment and Disbursement of Funds
a) Receipt of Funds
The Corporation shall receive all monies and/or other properties transferred to it for the purposes for which the Corporation was formed. However, nothing contained herein shall require the Board of Elders to accept or receive any money or property of any kind if it shall determine in its discretion that receipt of such money or property is contrary to the expressed purposes of the Corporation as shown by said Articles.
b) Management of Funds
The Corporation shall hold, manage, and disburse any funds or properties received by it from any source in a manner that is consistent with the expressed purposes of this Corporation.
c) Instruments in Writing
All checks, drafts, demands for money and notes of the Corporations, and all written contracts of the Corporation shall be signed by such officer or officers, agent or agents, as the Board of Elders may from time to time by resolution designate.
16) Corporate Records and Reports
a) Records
The Corporation shall maintain adequate and correct accounts, books, and records of its business and properties. All such books, records, and accounts shall be kept at its principal place of business in the State of California, as fixed by the Board of Elders from time to time.
b) Inspection of Books and Records
Every Elder shall have the absolute right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of the Corporation, and also if its subsidiary organizations, if any.
17) Dissolution
Upon dissolution of this Corporation, the board of Elders shall cause the assets herein to be distributed to another Corporation with purposes similar to that identified in these Bylaws.
Certificate
I, the undersigned being the Secretary of Heritage Valley Bible Church, do hereby certify that the above Bylaws were adopted as the Bylaws hereof on August 8,2006 by the Board of Elders of said Corporation in a regularly called meeting on the same date, to wit, August 8, 2006. Said Bylaws are, as of the date of this certification, the duly adopted and existing Bylaws of this corporation.
In witness whereof, I have hereunto set my hand this August 8, 2006
Richard Fairall, Secretary
Heritage Valley Bible Church - 461 Central Ave., Fillmore CA, 93015 - Phone: (805) 524-5494
