ARTICLE 1Name and Principal OfficeThe name of this religious nonprofit organization is The Porch Community Church. The principal office of The Porch Community Church will be located at the address set forth in the Articles of Incorporation. The Church shall comply with the requirements of the Act and maintain a registered office and registered agent in Kansas. The registered office may, but need not, be identical with the Church's principal office in Kansas. The Corporation may have other offices, either within or without the State of Incorporation, as the Board of Overseers (as hereinafter defined) may determine.ARTICLE 2
The Church will have full power and authority to associate itself with and participate in organizations in keeping with the purpose and character of the Church as set forth in the Bylaws of the Church. The Church is autonomous and maintains the right to govern its own affairs, independent of any denominational control. Recognizing, however, the benefits of cooperating with other churches in world missions, the Church voluntarily affiliates with the Southern Baptist Convention.
Statement of Faith
The sole basis for our belief is the bible, which is uniquely God-inspired, without error, and the final authority on all masters on which it speaks. As the Bible teaches, there is one God, eternally existing in three persons- Father, Son and Holy Spirit- each possessing all the attributes of deity.
God created humans to have fellowship with him, but they defied God by sinfully going their own way. As a result, we need God's saving grace to end our alienation from Him. Salvation comes only through God's grace- not human effort- and must be received personally by repentance and faith.
Jesus Christ, second Person of the Trinity, lived a sinless life on earth and voluntarily paid for our sin by dying on the cross as our substitute. This accomplished salvation for all who receive grace by trusting in Him alone. He rose from the dead and is the only mediator between God and us. He baptizes believers in the Holy Spirit. He will return to earth to consummate history.
The Holy Spirit draws sinners to Christ and equips believers for personal growth and service to the Church. The Church's role is to glorify God and serve those in need. At the end, everyone will experience bodily resurrection and the judgment. Only believers will enjoy eternal fellowship with God.
Purpose and Limitations
4.01Purposes. The Corporation is organized and will 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 ordain, license, and to employ and discharge ordained and licensed 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 Kansas 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.
4.02Limitations. In order to carry out the above-stated purposes, the Corporation will 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 will inure to the benefit of or be distributable to its incorporators, officers or other private persons, except that the Corporation will 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 will be the carrying on of Propaganda, or otherwise attempting to influence legislation, and the Corporation will 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 will 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 will 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 will 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 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 any subsequent federal tax laws; or (iv) making a taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws.
C. The Corporation will 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 Overseers of the Corporation will, 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 Overseers 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).
5.01 Membership: The Church will have one class of membership. Membership in this Church will consist of all persons who have met the qualifications of membership and are listed on the membership roll. Candidates for membership will be presented to the Ministry Leadership Team (as hereinafter defined) for consideration. After approval by two-thirds (2/3) of the members serving on the Ministry Leadership Team, the new members will have all the rights, privileges and responsibilities of a member of the Church. Plenary power to manage and govern the Church will be vested in the Board of Overseers (as hereinafter defined) as set forth in Article 7 and Article 10 of these Bylaws. As such, members are not entitled to vote in person, by proxy or otherwise. The Board of Overseers may adopt and amend application procedures for membership in the Church.
5.02 Qualifications for Membership: The minimum qualifications for membership are as follows:
A. Completion of the membership class;
B. A personal commitment of faith in Jesus Christ for salvation;
C. Baptism by immersion as a testimony of salvation;
D. A commitment to abide by the Church’s membership covenant as adopted by the Board of Overseers; and
E. Such other qualifications as determined by the Board of Overseers from time to time in its sole reasonable discretion.
5.03 Termination and Dismissal of Membership: Members will 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) death, or (d) termination of membership by the Board of Overseers.
The Board of Overseers may terminate a person's Church membership when, in the opinion of the Board of Overseers, the member's life and conduct is not in accordance with the membership covenant in such a way that the member hinders the influence of the Church in the community. Dismissal of Church membership will require the majority vote of the Board of Overseers.
5.04 Restoration of Membership: Dismissed members may be restored by the Board of Overseers according to the spirit of 2 Corinthians 2:7-8, when their lifestyles are judged to be in accordance with the membership covenant. Restoration of Church membership will require the vote of two-thirds (2/3) of the Board of Overseers.
6.01 Participants: The Church shall welcome individuals who actively participate in the life of the Church. Such individuals shall not be considered members and shall not have the rights of members. Those individuals who regularly attend the Church, support the Church with regular tithes and offerings, participate in small groups, and volunteer for the Church shall be considered “Participants” of the Church.
6.02 Dismissal of Participants: Participants will be removed from the Church Participant roll for the following reasons: (a) the request of the Participant, (b) death, or (c) dismissal of the Participant by the Ministry Leadership Team.
The Ministry Leadership Team may dismiss a Participant of the Church when, in the opinion of the Ministry Leadership Team, the participant's life and conduct is not in accordance with the expectations for Participants of the Church in such a way that the Participant hinders the influence of the Church in the community. Dismissal of a Participant will require the majority vote of the Ministry Leadership Team.
6.03 Restoration of Participation: Dismissed Participants may be restored by the Ministry Leadership Team according to the spirit of 2 Corinthians 2:7-8, when their lifestyles are judged to be in accordance with the Church’s expectations of Participants. Restoration of Participants will require the vote of two-thirds (2/3) of the Ministry Leadership Team.
Management of the Church
The Porch Community Church seeks to be led by the Holy Spirit in all its decisions. The Lead Pastor, the congregation, the Overseers, and the Ministry Leadership Team all have a role in the Church's leadership. The Lead Pastor's office is responsible for developing and communicating the vision and overseeing the day-to-day ministry of the Church as described in Article 8. The congregation influences the spiritual tone, strength, and direction of the Church by participating in worship, volunteering for the church, and supporting the church through prayers, tithes, and offerings. The Board of Overseers is to protect the church through counsel, prayer, and if required, the discipline of the Lead Pastor, as described in Article 8. The Board of Overseers is vested with the plenary power to manage the church and will be considered the Board of Directors as described in Article 10. The Ministry Leadership Team is to assist the Lead Pastor in the supervision of the day to day operations of the Church and described in Article 12 Section 12.04.
Lead Pastor of the Church/President of the Corporation
8.01Lead Pastor/President: Because The Porch Community Church has two complementary branches- the spiritual body of believers and the legal Corporation- it is the Lead Pastor who administratively bridges the gap between the two branches. Pastors are called and directed by the Bible to lead the Church in vision and direction (Acts 11:30, 14:23, Philippians 1:1, Timothy 5:17). The Pastors are also the administrators of the Church, equipping and overseeing the ministries of the Church (Exodus18:17-18, John 21:16-17, Acts 20:17, 28, Ephesians 4:11, 12, Titus1:5-7, I Peter 5:1, 2). In response to the biblical patterns of leadership, members are taught in Scripture to lovingly support their leaders and to submit to their leadership (Hebrews 13:17, I Corinthians 16:16, I Thessalonians 5:12, 13). The shepherding of this Church is led by the Lead Pastor, assisted by other pastors, staff members, the Board of Overseers, and Officers. The Lead Pastor will also serve as the president and chief executive officer of the Corporation.
8.02The responsibilities and duties of the Lead Pastor/President are as follows:
A. Provide biblical vision and direction for the congregation.
B. Define and communicate the Church's purpose.
C. Oversee and coordinate the day-to-day ministry of the congregation and the administration of the Church.
D. Appoint a Board of Overseers indicated in Article 10.
E. Appoint individuals to the Ministry Leadership Team described in Article 12.
F. The calling, supervision, and dismissal of pastoral staff and other employees of the Church.
G. Serve as Chairman and a full voting member of the Board of Overseers as laid out in Article 10. The Lead Pastor's service on the Board of Overseers is entirely voluntary and non-compensatory.
H. To help raise up people far from God to be filled with life in Christ through the insightful and accurate presentation and proclamation of the Word of God.
8.03The President's role in expenditures: Budgeted amounts are not to be considered actual moneys available. The President can only spend actual funds that are available, and those moneys are to be spent according to the budget. The President may not borrow money, sign leases, buy or sell real estate, or make any agreements that could force indebtedness upon the church. Should the church borrow money, the Board of Overseers shall give the president authority to spend those moneys on the project for which the funds were borrowed. All undesignated moneys available to the Corporation above budgeted amounts are deemed discretionary and are available to be spent by the President, but only funds currently on hand.
8.04Disciplining the Lead Pastor
A. Criteria for Discipline: Should the Lead Pastor demonstrate immoral conduct, illegal financial practices, or improper theological views, which the majority of the Board of Overseers other than the pastor believe may require either personal correction or termination of his position, the Board of Overseers will contact the Lead Pastor and then, if the problem remains, investigate and evaluate any appropriate Biblical discipline, subject to the terms and conditions of an employment contract, if any.
B. Process for Investigation: Should the Overseers be asked to investigate alleged pastoral misconduct, a 2/3 majority of the Overseers is required to take disciplinary action. With such a majority, the Overseers will assume complete authority over the Lead Pastor. They may decide to remove him from his position or to discipline him in a way they deem necessary and appropriate.
C. Motivation: It is the intention of the Church to protect the hearts of all involved in matters of pastoral discipline. Using the method outlined in these bylaws, the "sheep" never have to pass judgment upon their "shepherd".
9.01General Authority to Select a New Lead Pastor: Should the Church need a new Lead Pastor, two methods are provided for the selection of a new Lead Pastor. One method involves the participation of the departing Pastor. One method does not. The founding Pastor of the church is exempted from this Article.
9.02Selection Process with the Participation of the Departing Pastor: If the Lead Pastor is in good standing with the Church and is removing himself because of retirement or relocation, the following is the selection process:
The Lead Pastor may choose up to two candidates. The first candidate is to speak in three or more primary church services. Then the Lead Pastor is to formally recommend this candidate to the Board of Overseers. The meeting is to be announced in the primary services of the church and held at least eight days, but not more than fourteen days later. The Board of Overseers shall conduct a vote and, with a minimum two-thirds (2/3) vote, the candidate will be accepted. If that candidate fails, the second candidate chosen by the Lead Pastor is afforded the same opportunity as the first. If the second ballot fails, the process outlined in 9.03 will be followed.
9.03Selection Process without Departing Pastor's Participation
A. Departing Pastor Unavailable: If the Lead Pastor is removed by the Board of Overseers (described in Article 8 Section 8.04), is deceased, or cannot or will not participate in the selection process of the new Lead Pastor for any reason, the following will be the process for selecting a new Lead Pastor.
B. Meeting of the Membership: The secretary/treasurer or another person appointed by the Board of Overseers shall direct the Ministry Leadership Team act as a Pastoral Selection Committee. The committee itself is to vote and select a chairperson and co-chairperson.
C. Formation of Pastoral Selection Committee: The duty of the Pastoral Selection Committee is to provide an interim Pastor or guest speakers to conduct church services. However, neither an interim Pastor nor a replacement speaker will have the corporate powers of the president.
D. Pastoral Selection: The committee is to recommend a new Lead Pastor as soon as an acceptable candidate is available to the Board of Overseers. That person must be a licensed or ordained minister of the gospel. Once the committee recommends a Lead Pastoral candidate, that person may speak to the church in every weekend service for three consecutive weeks. He must be approved by a two-third majority of the Board of Overseers after speaking to the church as proscribed hereinabove. When a two-thirds (2/3) majority in favor of the candidate does not occur, the Pastoral Selection Committee will seek another candidate. Upon election by the Board of Overseers, the candidate will be presented to the church as the new Lead Pastor.
E. Staff Administration During Transition: During the selection process, members of the church staff are to continue in their positions. The Overseers are to appoint an acting president. Should staff or financial problems arise, the acting president has authority to make any and all necessary decisions in the best interest of the church. They have authority to alter the roles of staff members, including dismissal if necessary in their judgment. When the new Lead Pastor is in place, he has full authority to select his own staff, replacing existing staff members, if he should choose, according to the severance agreements.
Board of Overseers
10.01 The Porch Community Church Requirements for Overseers: Two of the members of the Board of Overseers must be, or have been, active Lead Pastors of respected congregations who know and love The Porch Community Church and the Pastor. They must agree to make themselves available to serve The Porch if requested by the Board of Overseers as described in Article 14, section 2, and must be willing to provide spiritual protection to the church through prayer and by exemplifying honorable Christian lives. The Biblical qualifications for a member of the Board of Overseers shall be as set forth in 1 Timothy 3:2-7.
10.02 Number and Term of Members: The members of the Board of Overseers (the "Board of Overseers Members" or “Overseers”) will consist of the Lead Pastor and, until changed by amendment of the Articles of Incorporation or by Bylaws duly adopted by the Board of Overseers, such number of additional members as may, from time to time, be nominated and elected in accordance with Section 10.04 of this Article, provided that such number will not be less than three (3), nor more than nine (9).
The Lead Pastor will serve as the Chairman of the Board of Overseers and will be present and preside at all Board of Overseers meetings. Each Overseer, other than the Lead Pastor, will hold office for a period of one year or until his successor is elected, appointed, or designated herein, and may serve successive terms. The Lead Pastor will be a full voting member of the Board of Overseers.
10.03 Powers: The Board of Overseers will be considered the board of directors of the Church. The Board of Overseers will 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 Bylaws. All corporate powers will be exercised by or under the authority of the Board of Overseers. The Board of Overseers will 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 Overseers will be responsible for the acquisition and disposition of Church property, which includes the management of its financial resources. The Board of Overseers will have the power to buy, sell, mortgage, pledge or encumber any church property and incur related indebtedness. The Board of Overseers will also be responsible for approving the fiscal year budget. The Pastor will be accountable to the Overseers in the event of alleged misconduct in compliance with Article 8.
10.04 Nomination and Election: The Lead Pastor will nominate persons whom he deems qualified to serve on the Board of Overseers. In addition, the Lead Pastor may appoint a Nomination Advisory Team to report to the Lead Pastor regarding suitable nominees. The persons nominated by the Lead Pastor will be presented to the Board of Overseers for election. Members will be natural persons, but need not be residents of Kansas.
10.05Vacancies: The Lead Pastor will nominate persons whom he deems qualified to serve on the Board of Overseers to fill any vacancy occurring on the Board of Overseers, and any position to be filled due to an increase in the number of Overseers serving. A vacancy is filled by the affirmative vote of the majority of the remaining Overseer, even if it is less than a quorum of the Board of Overseers. A person so elected to fill a vacancy will be elected for the unexpired term of his predecessor in office.
10.06 Meetings: Regular or Special meetings of the Board of Overseers may be held either within or outside the State of Kansas, but will be held at the Church's registered office in Kansas 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 Overseers, either before or after the meeting. If such consents are given, they will be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, as long as all Overseers participating in the meeting can hear one another. All Overseers will be deemed to be present in person at a meeting conducted in accordance with the foregoing sentence.
A. Regular Meetings: Regular meetings of the Board of Overseers may be held without notice if the time and place of such meetings are fixed by a resolution of the Board of Overseers.
B. Special Meetings: A special meeting of the Board of Overseers may be called by the Lead Pastor or any three (3) Overseers.
C. Notice of Special Meetings:
1) Manner of Giving. Notice of the time and place of special meetings will be given to each Overseer 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 Overseer or to a person at the Overseer’s office or home who the person giving the notice has reason to believe will promptly communicate the notice to the Overseer, (d) by electronic mail, or (e) by telecopier to the Board of Overseers Member's office or home.
2) Time Requirements. Notice sent by first class mail will 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, or telecopier will be delivered, telephoned, or faxed to the Overseer or given at least twenty-four (24) hours before the time set for the meeting.
3) Notice Contents. The notice will 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 an Overseer at a meeting will constitute waiver of notice of such meeting, except where the Overseer attends a meeting for the express purpose of objecting that the meeting is not properly called.
10.07 Action Without Meeting: Any action required or permitted to be taken by the Board of Overseers may be taken without a meeting, if all of the Overseers, individually, or collectively, consent in writing to the action. Such action by written consent or consents will be filed with the minutes of the proceeding of the Board of Overseers.
10.08 Quorum: A majority of the number of Overseers then in office will constitute a quorum for the transaction of business at any meeting of the Board of Overseers. The Overseers present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Overseers leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Overseers required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the Overseers present may adjourn and reconvene the meeting one time without further notice.
10.09Proxies: Voting by proxy is prohibited.
10.10 Duties of the Board of Overseers: Members will 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. The Board of Overseers 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. An Overseer is not relying in good faith if the Overseer has knowledge concerning a matter in question that renders reliance unwarranted.
Overseers 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.
10.11 Delegation of Duties: The Board of Overseers 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. Overseers have no liability for actions taken or omitted by the advisor if the Board of Overseers acts in good faith and with ordinary care in selecting the advisor. The Board of Overseers may remove or replace the advisor, with or without cause.
10.12 Interested Members: Contracts or transactions between the Church and an Overseer, 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 Overseer, 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 Overseers or other group authorizing the transaction, and approval from disinterested parties must be obtained.
10.13 Actions of the Board of Overseers: The Board of Overseers will try to act by consensus. However, the vote of a majority of the Overseers present and voting at a meeting at which a quorum is present will be sufficient to constitute the act of the Board of Overseers unless the act of a greater number is required by law or the bylaws. An Overseer who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the decision of the Board of Overseers.
10.14 No Compensation: Overseers, including the Lead Pastor, will not receive salaries or compensation for their services to the Board of Overseers. The Board of Overseers may adopt a resolution providing for payment to Overseers for expenses of attendance, if any, at a meeting of the Board of Overseers. An Overseer may serve the Church in any other capacity and receive reasonable compensation for those services.
10.15 Removal and Resignation of Overseers: The Board of Overseers may vote to remove an Overseer, other than the Lead Pastor, at any time, with or without cause. A meeting to consider the removal of an Overseer may be called and noticed following the procedures provided in these Bylaws. An Overseer may be removed by the affirmative vote of fifty percent (50%) of the Board of Overseers. The Lead Pastor and the Board of Overseers may replace Overseers at the rate of one per year and enter that change into the minutes of the Board of Overseers' meeting. If disciplinary action of the Lead Pastor is being considered, changes in the board of Overseers may not be made until its work in that capacity is completed.
10.16Deadlock: In the case where the Board of Overseers will, by reason of deadlock (whether because an even number of Overseers are seated on the Board, or because certain Overseers are absent even though a quorum is present, or because of abstention, or for any other reason) be unable to reach a conclusive vote on any issue before the Board, then, in such instance, the President-Lead Pastor will cast a ballot which will be known as a “majority ballot,” so that an official act or decision may be taken by the Board. The majority ballot will be cast in addition to the regular Overseer’s vote cast by the President-Lead Pastor.
11.01Officers: The officers of the Corporation will be the Lead Pastor-President and a secretary/treasurer along with any other officers that the Lead Pastor-President may appoint from time to time.
11.02President: The appointment responsibilities of the President of the Corporation are listed in Articles 8 and 10. The Overseers of the Church may discipline or remove the president according to Article 8. The powers of the president are listed in Article 8.
11.03. Secretary and Treasurer: The secretary and treasurer are to be nominated by the Lead Pastor-President, Board of Overseers, and approved by the Board of Overseers. Should the Board of Overseers fail to approve the nomination of the president, other nominations must be made until a candidate suitable to the Board of Overseers is nominated. The secretary and treasurer shall hold office until their successors have been duly elected and qualified. The same person may hold the offices of both the secretary and treasurer at the same time. The president may remove the secretary or treasurer at any time. The powers of the secretary and treasurer are as follows:
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 Overseers; (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 Lead Pastor or by the Board of Overseers; (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.
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 Overseers 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 Lead Pastor or by the Board of Overseers; (g) perform all duties incident to the office of secretary.
11.04.Vacancies andNew Offices: New offices may be created and filled by the President in accordance with the provisions set forth hereinabove. Each officer will hold office until his successor has been duly elected and qualified. Any officer elected or appointed by the Board of Overseers may be removed by the Board when the best interests of the Corporation would be served.
Committees and Advisory Teams
12.01. Establishment. The Board of Overseers may adopt a resolution establishing one or more Committees and Advisory Teams.
12.02. Independent Compensation Committee. Annually, the Board of Overseers shall adopt a resolution establishing an Independent Compensation Committee. The Senior Pastor shall not be the chairman or a voting member of the Committee. At least two of the persons serving on the Committee shall be members of the Board of Overseers. The Committee shall be elected by a vote of the Board of Overseers. 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. The Lead Pastor shall not participate in the Independent Compensation Committee's discussion and formulation of, or vote regarding, his salary and benefits, or any family member’s salary or benefits.
12.03. Delegation of Authority. Each Committee shall consist of two or more persons, the majority of whom shall be members of the Board of Overseers. If, in addition to the Independent Compensation Committee, the Board of Overseers establishes or delegates any of its authority to a Committee, it shall not relieve the Board of Overseers, or director, of any responsibility imposed by these Bylaws or otherwise imposed by law. The Board of Overseers shall define by resolution the activities and scope of authority and the qualifications, in addition to those set forth herein, for membership on all Committees.
12.04. Ministry Leadership Team. As the Lead Pastor deems appropriate, he may create a standing committee for purposes of assisting him with and advising him regarding the day to day operations of the Church. Such individuals may be staff members of the Church and shall serve at the pleasure and sole discretion of the Lead Pastor.
Transactions of the Church
13.01. Contracts and Legal Instruments. The Board of Overseers 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.
13.02. 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 Overseers selects.
13.03. Gifts. The Board of Overseers may accept, on behalf of the Church, any contribution, gift, bequest, or devise for general purposes or for any special purpose of the Church, including but not limited to, gifts of money, annuity arrangements, securities and other tangible and intangible personal property and real property and interest therein.
13.04. Potential Conflicts of Interest. The Church shall not make any loan to a director or officer of the Church. A director, officer, or committee member of the Church may lend money to and otherwise transact business with the Church except as otherwise provided by these Bylaws, Articles of Incorporation, and all applicable laws. Such a person transacting business with the Church has the same rights and obligations relating to those matters as other persons transacting business with the Church. The Church shall not borrow money from or otherwise transact business with a director, officer, or committee member of the Church unless the transaction is described fully in a legally binding instrument and is in the best interest of the Church. The Church shall not borrow money from or otherwise transact business with a director, officer, or committee member of the Church without full disclosure of all relevant facts and without the approval of the Board of Overseers, not including the vote of any person having a personal interest in the transaction.
13.05. Ownership and Distribution of Property.
A. The Church shall hold, own, and enjoy its own personal and real property, without any right of reversion to another entity, except as provided in these Bylaws.
B. "Dissolution" means the complete disbanding of the Church so that it no longer functions as a congregation or as a corporate entity. Upon the dissolution of the Church, its property shall be applied and distributed as follows: (1) all liabilities and obligations of the Church shall be paid and discharged or adequate provision shall be made therefor; (2) assets held by the Church upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; (3) assets received and not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the responding provision of any future United States Internal Revenue Law), and are engaged in activities substantially similar to those of the corporation; this distribution shall be done pursuant to a plan adopted by the Board of Overseers; and (4) any assets not otherwise disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, for such purposes and to such organizations as said court shall determine, provided such organizations are in agreement with the Church's Statement of Faith and basic form of government.
Section 6. Approval of Purchases. The purchases of fixed assets in excess of $1,000,000.00 shall be subject to the prior approval of the Board of Overseers.
Books and Records
14.01 Records. The Church will keep correct and complete books and records of account. The Church will also maintain at its principal office all appropriate records in accordance with state law including, but not limited to: a permanent record for minutes of all meetings of the Board of Overseers and advisory boards, a record of all actions taken by the Board of Overseers or advisory boards, articles of incorporation, bylaws, resolutions, appropriate accounting records and a list of the names and business or home addresses of its current Board of Overseers, officers, and members.
14.02 Fiscal Year: The fiscal year of the Church will begin on January 1st and end on December 31st.
14.03 Audited Financial Statements. The Church may have each annual financial statement of the Church audited by a certified public accounting firm selected by the Keystone Council.
15.01Minister Ordination and Licensing
A. Role of the Lead Pastor: The Lead Pastor and a group of his choosing may ordain and/or license a person as a minister of the gospel after first examining the applicant's background, moral and religious character, and previous Bible courses and/or independent studies completed. Final determination will be within absolute discretion of this group.
B. Application for Licensing/Ordination: Application for ordination and/or licensing as a minister of the gospel will be supplied on the form provided by the group. An application will be either approved or denied within 90 days of completing the process set forth by the group. Those applicants who are approved will receive a certificate evidencing the approval.
C. Ability to Limit Ministry Validation: The spiritual leadership of the church may at its own discretion limit any licensee ordained to an area of special emphasis.
15.02Ministry Training: The Lead Pastor and his staff may establish a School of Ministry, setting forth a prescribed curriculum and course of study leading to licensing and ordination of ministers. The School of Ministry will prepare students in the knowledge of the Word of God and in ministering to people's needs through the gospel of Jesus Christ.
16.01Amendments to Bylaws: These Bylaws may only be altered, amended, or repealed, and new Bylaws may only be adopted by the Board of Overseers. All requests for amendments to these Bylaws must be written and will be submitted to the Board of Overseers for study and consideration. The Board of Overseers will issue a timely response to the proposed amendment, alteration or revision to these Bylaws. The Board of Overseers will determine if the amendment is adopted.
16.02Construction of Bylaws: These Bylaws will be construed in accordance with the laws of the state of Kansas. All references in the Bylaws to statutes, regulations, or other sources of legal authority will 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 will not affect any other provision and the Bylaws will 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 will not be considered in constructing the terms of the Bylaws. Wherever the context requires, all words in the Bylaws in the male gender will be deemed to include the female or neuter gender, all singular words will include the plural, and all plural words will include the singular.
16.03. 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.
16.04. 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, director, employee, volunteer, agent, or other member of this Church, shall be resolved in accordance with the then existing Rules of Procedure for Christian Conciliation, Institute for Christian Conciliation. 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 Kansas both state and federal, for the entry of a judgment confirming the arbitrators' award. Each party shall bear their own costs, including attorneys' fees, related to any mediation, conciliation or 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.
Every member of the Board of Overseers, officer or employee of The Porch Community Church may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board of Overseers, staff member, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board of Overseers, staff member, officer or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement of indemnification herein will apply only when the council approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification will be in addition and not exclusive of all other rights which such member of the Board of Overseers, staff member, officer or employee is entitled.