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HomeMy WebLinkAboutProof of Corporation CORPORATE BYLAWS OF CORNERSTONE CHURCH OF COLLEGE STATION, TEXAS, INC. February 23, 2010 PREAMBLE We, the members of Cornerstone Church of College Station, Inc. in order to establish our work on a more efficient basis, affirm our belief that God's people should be properly set in order, and that it is needful for us to be efficiently organized to successfully carry on the gospel work and handle our business affairs. Article I. THE ASSEMBLY SECTION 1: THE NAME The name of this church shall be Cornerstone Church of College Station, Inc. SECTION 2: THE PURPOSE A house divided against its self cannot stand. The purpose of these bylaws is to provide rules to govern the "Church" according to the Scriptures, so that we may advance in the will of God (Titus 1:5; 1 Corinthians 12:28). In accordance therewith, the corporation, hereinafter referred to as "Church ", is organized exclusively for religious purposes, including the making of distributions to organizations that will qualify as tax exempt organizations under section 501(c) (3) of the Internal Revenue Code, or the corresponding sections of any future federal tax code, and to provide organization, rules and procedures to govern the membership of the "Church ", and... 1. To establish and maintain a place of worship. 2. To unite a people of like faith in the bonds of brotherly love and fellowship (Hebrews 13:1). 3. To meet together to worship God in spirit and truth, and to receive spiritual teaching (Psalm 95:6 -7; John 4:24; Ephesians 4:11 -15). 4. To point the lost to the way of life by publishing at home and abroad the plan of salvation, exhorting believers to be filled with the Holy Spirit (John 1:29; Luke 11:13; Acts 1:8; 2:4,38). 5. To assist the body of believers in realizing their full potential for the Lord through discovery and development of their spiritual gifts in a variety of effective and fulfilling ministries (Ephesians 4:11 -12). - 1 - December 28, 2001 6. To provide guidelines of Christian conduct based upon the principles of the Word of God (Titus 2). 7. To encourage believers toward spiritual maturity (Romans 12:1 -2; 14:19). 8. To do any other lawful acts as provided for by the laws of the State of Texas known as the "Texas Nonprofit Corporation Act." No part of the earnings of the corporation shall inure to the benefit of, or be distributed to, its members, trustees, officers or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation and the corporation shall not participate in or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under section 501(c) (3) of the Internal Revenue Code of (or the corresponding provision of any future United States Internal Law) or (b) by a corporation, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law). SECTION 3. AUTONOMY Cornerstone Church of College Station is an autonomous local assembly that elects its leaders, owns its property, decides its budget, establishes its membership, and conducts all necessary business in accordance with the Bylaws. Article II. MEMBERSHIP SECTION 1. CLASSES The "Church" shall have one class of members. SECTION 2: ELIGIBILITY. 1. Anyone is eligible to become a member, who believes in and accepts the Scriptural doctrine of: repentance and baptism in water by immersion in the name of the Lord Jesus Christ, and the baptism of the Holy Ghost with the initial sign of - 2 - December 28, 2001 speaking with other tongues as the Spirit gives utterance. 2. Anyone is eligible to become a member who has experienced repentance, and been baptized in the name of the Lord Jesus Christ, and received the baptism of the Holy Ghost, or is earnestly reaching out to the Lord in faith to receive this gift. 3. Members shall be at least 18 years of age. SECTION 3: OBLIGATIONS. As a member of the "Church ", each person must fulfill the following obligations: 1. To cleanse one's self from all filthiness of the flesh and spirit, perfecting holiness in the fear of God. (II Corinthians 7:1). 2. To conduct one's self everywhere as becometh a Christian. 3. To endeavor to manifest a spirit of brotherly love and fellowship toward all of God's people, not contending for one's different views to the disunity of the body. 4. To be faithful in attending the services of the "Church" (Hebrews 10:25). 5. To support the work of the "church" and the Pastor with one's prayers and financial aid according to the Scriptural plan of returning the tithe to the Lord, and the giving of offerings (Malachi 3:10, I Corinthians 16:2). 6. To make one's self available for the work of the ministry within the local "Church" in order to use one's God -given gifts for the glory of God (Ephesians 4:11 -12). 7. To avoid those things which are harmful to one's spiritual walk and development, that one may be blameless and harmless, and that no reproach be brought upon the name of Christ. 8. To abide by the bylaws of the "Church" (Titus 2:1 -8; Hebrews 13:17). SECTION 4: ADMISSION. 1. An individual considering membership is advised to attend the New Converts courses provided by the "Church ". 2. Anyone who is eligible and makes a commitment to the foregoing obligations shall become a member of the "Church" by meeting with the Pastor.. - 3 - December 28, 2001 4 0 0 SECTION 5: CHURCH DISCIPLINE. 1. If any member be overtaken in a fault, or a grievance arise between individual members, the matter shall be dealt with according to the Scriptures (Galatians 6:1; I John 5:16 -17; James 5:19 -20; II Thessalonians 3:6; and Matthew 18:15 -18). SECTION 6: VOTING PRIVILEGES. 1. Each member shall be entitled to one (1) vote on such matters as the Pastor and must be present at the meeting held for such matter or purpose and all votes cast must be done so in person and not by proxy. ARTICLE III. OFFICERS. SECTION 1: NAME OF OFFICERS. 1. The officers of the "Church" shall be as follows: a Pastor, an Assistant Pastor (when deemed necessary by the Pastor), Secretary- Treasurer, and church Board (at least three and not more than seven). Hereinafter church "Board" may be referred to as the "Board ". SECTION 2: PASTOR. 1. In his capacity as the functional manager of the "Church ", the Pastor shall be responsible and accountable for the day to day operations of the "Church ". (a) Eligibility of Pastor. The Pastor must have a recommendation from a reputable minister of like faith; his life and ministry must be above reproach and of the highest degree of Christian character and integrity (II Timothy 3:1- 7; Titus 1:6 -9. He must be a licensed United Pentecostal Church minister in good standing. (b) Election of New Pastor. The Pastor shall be nominated by the Board, whose selection must be endorsed by a majority vote of the members present, this by secret ballot. The Superintendent of the Texas District, United Pentecostal Church International (or a member of the District Board who is designated by the Superintendent), shall be invited to attend any meeting where a vote on a new Pastor is being conducted. A member of the Board shall preside over the meeting. (c) Compensation of Pastor. The compensation to the Pastor shall be such as he and the Board shall agree upon (Luke 10:7; I Corinthians 9:7 -14). The Pastor - 4 - December 28, 2001 I . and the Board shall have the right to make decisions concerning all financial support of the Pastor in accordance with IRS regulations. (d) Resignation of Pastor. If the Pastor should desire to leave the "Church ", he must give the Board at least thirty (30) days notice. By mutual agreement the time may be changed. In any event it shall be considered the "Church's" responsibility to pay the Pastor's stipulated income for the remaining period of time agreed upon. (e) Termination of Pastor. If the Board should desire to change Pastors they shall express this desire according to the following procedure: (1) Any member of the Board may request in writing to the Pastor that a meeting of the Board be called for the purpose of discussing the office of Pastor. The reason(s) for the meeting shall be clearly stated in writing and signed by those members of the Board requesting the meeting. The letter requesting the meeting must be forwarded by certified mail with the return receipt requested, to the Pastor and a copy must be sent to the Superintendent of the Texas District, United Pentecostal Church International. (2) The Pastor shall call a meeting of the Board within thirty (30) days to discuss the situation and if possible to resolve the matter. (3) In the event that this meeting cannot resolve the existing problems or differences given as the cause for desiring the change, then the Pastor and the Board shall enlist the services of a mediator to assist in mediation. The mediator selection process outlined below shall be used to select the mediator. If the mediation process fails to resolve the problem, the matter shall be brought before the "Church" membership in a duly called meeting, in which meeting a vote of confidence on the Pastor may be taken. The mediator shall preside over the meeting. The Superintendent of the Texas District, United Pentecostal Church International (or a member of the District Board who is designated by the Superintendent), shall be invited to attend the meeting (a) Mediation Selection Process. The mediator should be a mature person of like faith. Experience as a mediator in church related activities or in business is desirable. The mediator shall be selected by the following process: 1. Each side shall provide the names of three (3) potential mediators of their choosing. 2. The six- (6) names shall be cast in a group and three (3) names shall be removed at random and discarded. 3. Of the three- (3) remaining names, each side shall be allowed to strike one. - 5 - December 28, 2001 4. The remaining name will be the chosen mediator. (4) In the event that the Pastor does not receive a majority vote of the members present, he shall be dismissed as Pastor and shall continue to receive financial support for thirty (30) days from the date of this meeting. By mutual agreement the time may be changed. (5) In the event that the Pastor does receive a majority vote of the members present and is retained as Pastor, the members of the Board shall immediately tender their resignation as Board Members, and the Pastor shall have the right to call for a special meeting of the membership to nominate and vote upon "Successor Board members" at that time. (f) Founding Pastor. Where a "Church" is established by a minister of our organization, he shall have the oversight of same until said Pastor and membership jointly agree to change. (g) Transition of Pastor. When a change in Pastors is pending, there shall be no changes made in the membership roll until the new Pastor has duly taken office. SECTION 3: BOARD 1. The members of the Board shall hold office until their successors have been elected and qualified as hereinafter set forth. Vacancies on the Board due to voluntary resignations shall be filled in accordance with the Article III, Section 3 (2). 2. Successor Board. Successor Board members shall be appointed by the Pastor and endorsed by the church. The term of each successor Board member shall be three (3) years, with the exception of the Pastor. 3. Additional Duties of the Board: (a) Be available to take an active part in worship services when called upon by the Pastor. (b) In the case of a vacancy in the Pastorate, the Board shall immediately notify the Superintendent of the Texas District, United Pentecostal Church International, of such a vacancy. The Board shall ask the District Superintendent for any recommendations to fill the pastorate. The Board may also contact any licensed United Pentecostal minister in good standing, having previously contacted the District Superintendent of the state in which the (prospective) minister resides. The Pastor shall be nominated by the Board whose selection must be endorsed by a majority vote of the members present, this by secret ballot. The Superintendent of the Texas District, United - 6 - December 28, 2001 Pentecostal Church International (or a member of the District Board who is designated by the Superintendent), shall be invited to attend a duly called business meeting in which the church members will vote according to ARTICLE III, SECTION 2, No. 1 (b). A member of the Board shall preside over the meeting. (c) Be present at weekly church functions, including prayer meetings, Connection Meetings and Sunday services, unless hindered by work or illness. (d) Assist the pastor in various ministries of the church such as teaching, outreach, heading committees, organizing fund raising or other ministries as needed. SECTION 4: DUTIES OF PASTOR 1. Duties of the Pastor (a) Provide leadership and direction in all matters pertaining to the work of the "Church ". (b) Care for the needs of the membership of the Church by giving comfort to the poor, prayer for the sick and afflicted; by encouraging; and by keeping order in the Church. (c) Care for the properties and business affairs of the "Church ". Some of these duties may be delegated. (d) Meet in session at least once each quarter, and hold other special meetings as needed as called by the Pastor in conformity with Article VI. (3). (e) Approve the annual operating budget for the upcoming year at the last quarterly meeting of each year. (f) Interpret the constitution. (g) Nominate for election members of the Board. (h) Approve new members joining the "Church ". 2. Additional Duties of the Pastor (a) He shall have the oversight and superintendence of all interests of the "Church" and of all departments of its work, both spiritual and temporal, not as Lord over God's heritage, but as feeder of the flock of God, taking the oversight thereof, not by constraint, but willingly; not for filthy lucre, but of a ready mind (I Peter 5:2 -3), inasmuch as he is responsible for the guardianship - 7 - December 28, 2001 tl and care of all who are committed to his trust. (b) To preach and teach the Word as God gives him the ability. (c) To equip the laity for "the work of the ministry" (Ephesians 4:11 -12). (d) The pastor shall be an ex- officio member of all the boards and committees of the church. (e) The Pastor shall give a report of the progress of the church at the annual business meeting. (f) He must be consulted in regard to all business of any importance pertaining to the spiritual, moral, material, and financial affairs of the "Church ". (g) He shall call for and preside over business meetings. (h) He shall appoint any committees deemed necessary, all of which he shall be the titular head. (i) He shall nominate all officers and departmental leaders. (j) Reprove, rebuke and warn the unruly (1 Thessalonians 5:14; II Timothy 4:1- 2). SECTION 5: ASSISTANT PASTOR. 1. The Assistant Pastor shall be appointed by the Pastor and ratified by the Board. 2. His duty shall be to assist the Pastor in all matters as directed by the Pastor. SECTION 6: SECRETARY - TREASURER 1. The Secretary- Treasurer shall be appointed by the Pastor and endorsed by the church for a term of one (1) year, but notwithstanding this provision, the Secretary- Treasurer may stand for reappointment at the end of the first or any subsequent term. Duties of the Secretary- Treasurer: (a) To take minutes and preserve the records of the business proceedings at all meetings and meetings of the Board, and all other papers belonging to the "Church" as directed by the Pastor. (b) To receive and care for the funds of the "Church ". The Pastor may appoint a finance committee to assist in this area when needed. - 8 - December 28, 2001 0 (c) To disburse funds as directed by the Pastor and the Board, and to see that accurate records are kept of all transactions. The Pastor may designate an individual or firm to assist in the accounting procedure. (d) A financial report shall be presented at the annual business meeting of the "Church ", after it has been reviewed in detail by the Pastor and the Board. The Board may request an audit of the books once each year. (e) The Pastor or one other member of the "Church" selected by the Pastor shall endorse all bills before the treasurer shall pay them, with the exception of regular payments such as salaries, utilities, etc. All bills should be paid by check or credit card. Article IV. CONNECTION GROUP LEADERS 1. Cornerstone Church shall encourage each member to participate in small group meetings, called Connection Meetings. The Connection Group Director will be appointed by the Pastor. Each connection group shall have a leader and an intern who is in training to become a leader. When the group is big enough to multiply, the intern will become the leader of one of the resulting two (2) groups. Interns shall be selected by the Pastor and the Connection Group Director. Before becoming leader of a Connection Group, the intern must complete the "Cell Servant Training Syllabus" or similar training course. The goal of both the leader and intern should be to see the members of the group grow in their relationship with Jesus Christ. 2. Duties of the Connection Group Leaders: (a) Connection Group leaders shall be responsible for scheduling the weekly meetings of their groups. (b) Communicating with all members to keep them informed of meeting times and locations and other activities of the group. (c) Coordinating with the Connection Group Director to acquire the topic for each weekly meeting. (d) To keep the Connection Group Director informed of activities and conditions within the group. (e) Making necessary arrangements for music, food etc. prior to each meeting. - 9 - December 28, 2001 0 Article V. PROPERTY If at any time the assembly decides to purchase property, the Pastor and Church Board shall look after the business matters and present their views to the assembly. Then, when a majority decides upon the purchase of a site, three trustees must be elected according to the following: SECTION 1: TRUSTEES 1. The board of trustees shall be appointed by the Pastor. 2. The duties of the trustees shall be: (a) To hold all property belonging to the "Church" in trust for the "Church ". (b) To make all legal acquirements and transactions which the "Church" shall dictate, and look after all repairs. Article VI. ANNUAL BUSINESS MEETINGS The business affairs of the "Church" shall be in accordance with the following: 1. Fiscal Year. The fiscal year of the "Church" shall end on the last calendar day of December in each calendar year. 2. Quarterly Meetin2 of the Board. The Board shall hold quarterly meetings. The first meeting shall be in January, 2002. 3. Special Meetings of the Board. Special meetings of the Board require that at least ten (10) days prior notice be given to all members of the board, unless a written waiver waiving said ten (10) days is submitted by each member prior to the meeting. 4. Annual Membership Meetin2. The annual membership or "Business Meeting" of the "Church" shall be held on the fourth Monday of February in each calendar year beginning at 7:00 p.m. 5. Notice of Meetings. All Business Meetings of the "Church" must be announced publicly in at least three (3) services, the first announcement being ten (10) days or more prior to the meeting date. - 10 - December 28, 2001 ' s be c1OSe to s of the «Chuzcl' siness U business meeting at any bu and ate Betio s. P ' zesent an uizements changes In Attendees a zN l ot A major to of t h e m Smmpze p zingg exc Pt r 6 ----session e w Duty , f u nless follow bets P thos z naj e m A deedin facto t, w ith t V o o f the em °fts 21 ,� V °toRhaUsb lt in arwo thuds 3� laws shall zeq uize established u ° �� • the by The qu °mm zeq lzed is 6� I& VII. A G S. ° °rim D AC CGUN � IN S as fo llows'. I000 0'0 a nd zecpzd ozded a ccpzd in ' collect an d complete shall be Pzopezly z follow «Chuzch„ S hall keep c sand expendituzes hall be kept The 1 zeceipts o oh ° �� embers an dBoazd s d to vote s h a llbe 1 accepted accounting, cc ocec dings °f its m s zneznbers entitle be "C huzc cozd of the Pz addzess of ye of b usiness mem f �a 2. A ze names and offic oz place ec ted by the Yastpz a heir A 0 books Bata the pzincip ch , ma y be T ti et n ze d by to d w u tic 3 • maintained li at the C su submitting a s e the z tegue t to the COI' b d zecoz ns by e valua te u a1 m AU books e T o bligati ons ore.. will z vale i e rsh P 1 �' the m emb e' Stoz T Pez' Note p goazd Th oz imp it is Pon confidential. ate Article ' VIII. I�'tlg DY'S LIFEII�� ST LA OR AND FIR 1? d Doug l? ST OvND1 G Y A d is solely fpz Revafomznentio, F fun effec until e zetizement would no t take 11ovaing It uzch. at The f Rebecca Vte f C Ch t he goazd and , Lady 'Pastor o basis with he amou wo ze t wo as mo on th a moun t ' T living o. be pa id out ecing p red f the cost amount It would and agze d ad�us determining and an chuzch income � - 11 - This i ,. a lifetime fetime retir would still r example, if merit fund for This fun r eceiv e reti retirement end Douglas both parties and e and ymen paid until t be for any subsequent er d Bath and vice away, Rebecca death of both PastOr but the versa ter mark F °ending Past and Cornerstone Bylaws revis1pn • - 12, T 6. Attendees of Meetines. All business meetings of the "Church" shall be closed to those who are not members. 7. Votine Results. A majority vote of the members present and voting at any business session shall be the deciding factor, unless more stringent requirements are established elsewhere in the bylaws, with the following exception: Any changes in the bylaws shall require a two - thirds (2/3) vote of the members present. 8. Quorum. The quorum required is 60 %. Article VII. BOOKS AND ACCOUNTING The "Church" shall keep correct and complete books and records as follows: 1. All receipts of moneys and expenditures shall be properly recorded according to accepted accounting principles. 2. A record of the proceedings of its members and Board shall be kept. 3. A record of the names and addresses of its members entitled to vote shall be maintained at the principal office or place of business of the "Church" 4. All books and records of the "Church" may be inspected by any member fulfilling the membership obligations by submitting a written request to the Pastor and the Board. The Pastor and the Board will evaluate the request and determine whether it is proper or improper. Note: All private individual membership contributions are confidential. Article VIII. FOUNDING PASTOR AND FIRST LADY'S LIFETIME RETIREMENT FUND The following lifetime retirement fund is solely for Reverend Douglas Utermark and First Lady Rebecca Utermark. It would not take effect until aforementioned reverend has retired as Pastor of Cornerstone Church. It would be paid out on a monthly basis with the Board and aforementioned reverend determining and agreeing upon the amount. The amount would be a percentage of the church income (tithes) and adjusted for the cost of living on an annual basis. - 11 - December 28, 2001 4 It out IWO This is a lifetime retirement fund for both parties and will be paid until the death of both parties. For example, if Reverend Douglas Utermark passes away, Rebecca Utermark would still receive full monthly payments until her death and vice versa. This fund is not and will not be for any subsequent pastor but the Founding Pastor and First Lady alone. Cornerstone Bylaws revision 7 -12 - December 28, 2001