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 By-Laws ARTICLE I – NAME AND AFFILIATION 1.1 Name. The name of this Pennsylvania, non-profit Religious Corporation, shall be Church In The Vineyard an EFC, Inc., hereinafter referred to as the Corporation, or the Church, or CTV. 1.2 Affiliation. Church In The Vineyard is affiliated with the Evangelical Free Church of America (EFCA) through its membership in the Eastern District of the EFCA. 1.3 Registered Office. The registered office of the Corporation shall be 111 Vineyard Way, West Grove, PA 19390. ARTICLE II – DEFINITIONS 2.1 The Board of Directors is the governing body of CTV and will be hereafter referred to as the Board. 2.2 The Officers of the Corporation are the duly elected Officers of the Board. The Board Chairperson is by nature of his/her office, the President of the corporation. The Vice-Chairperson of the Board is by nature of his/her office, the Vice-President of the Corporation. The Secretary of the Board is by nature of his/her office the Secretary of the Corporation. The Board appointed Treasurer is by nature of his/her office, the Treasurer of the Corporation. 2.3 The Leadership of CTV refers to the Board of Directors, the Senior Pastor, and Senior Staff Leaders (both paid and unpaid). ARTICLE III – PURPOSES 3.1 CTV’s mission is to bring joy and honor to God by growing as a community where all are invited to pursue and experience the fullness of life found only in Jesus Christ, and by serving our neighbors and the world in a way that demonstrates the love of God and draws them to a life-changing relationship with Him. In addition to the statement of purpose set forth in Article 3.1, the Church shall operate under the following authorizations and limitations: 3.2 To function exclusively for religious, charitable, and educational purposes within the classification of legal charities Section 501 (c) (3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue Law. The Church’s ministries and activities may include, but are not limited to, the establishing and maintaining of religious worship, and the equipping and reaching ministries of the church. No part of the net earnings of the organization shall inure to the personal benefit of any private individual; and no substantial part of the activities of the organization, or any receipt of funds, shall be utilized for any other purpose except those purposes mentioned above. 3.3 The Church shall have the power to receive, either by gift or by purchase, and to hold such real, personal, or mixed property as is authorized by the laws of the Commonwealth of Pennsylvania, and, as is deemed necessary for the business of the Church, and shall have the power to dispose of such property by mortgage, deed, or otherwise. All such property shall be held in the name of the Church. The Officers shall have the power to receive, purchase, acquire, sell, lease, convey, mortgage, deed, or otherwise transfer property of the Church, subject to the limitations of these Bylaws. All contracts, notes, mortgages, conveyances, assignments, leases, releases, and other documents and papers made on behalf of the Church shall be executed by the Officers. 3.4 The Church shall not have or issue shares of stock, and no dividends shall be paid. No part of the income or assets of the Church shall be distributed to any member or Officer without full consideration. The Church is prohibited from lending money or guaranteeing the obligations of a member or officer of the Church. No member or Officer of the Church has any vested right, interest or privilege in or to the assets, property, functions, or activities of the Church. The Church may contract in due course, for reasonable consideration, with its members or Officers without violating this provision. ARTICLE IV – VISION, VALUES, & BELIEFS ARTICLE V – MEMBERS 1. Affirmation of Candidates for the Board 2. Amendments to the Bylaws 3. Calling or removal of the Senior Pastor 4. Acquisition or liquidation of real property 5. Merger or dissolution of the Church 6. Other items as determined necessary by the Board 5.5 Notice of Meetings. A duly called meeting of CTV requires that an announcement of the time, place, and purpose(s) of the meeting be made at the regular Sunday worship service for at least two (2) consecutive Sundays preceding the meeting. At least two (2) weeks before the scheduled meeting, church staff shall attempt to contact all members by mail, e-mail, or telephone to notify them of the date, time, place, and purpose of the meeting. 5.6 Quorum. The members present at a duly called meeting shall constitute a quorum. This shall constitute a quorum for all business, and a simple majority of votes shall be required to pass motions, except as otherwise specified in these Bylaws. 5.7 Annual Meeting. The Annual Business Meeting of CTV shall be held on or about the last Sunday of September. Notice of the meetings shall be as prescribed in Article 5.5. 5.8 Semi-Annual Meeting. The Semi-Annual Meeting shall be held near the end of March. It shall focus on the selection of members to the Board. 5.9 Special Meetings. Special meetings may be called by the Board as prescribed in Article 5.5. 5.10 Voting. The Board may, at their discretion, allow for absentee voting, providing that clear written instructions are given in advance. ARTICLE VI – BOARD OF DIRECTORS 6.1 General Powers. The Board shall act as the governing body of CTV for all matters regarding the spiritual well-being of the congregation, the implementation of the general purpose of CTV, and for all matters regarding the legal and business concerns of CTV. As such, the duties of the Board shall include, but are not limited to: 6.1.1 The direction and oversight of plans, policies and programs of a spiritual or ministry nature which advance the general purpose of CTV; 6.1.2 The direction and oversight of the legal and business concerns of the religious Corporation; 6.1.3 The selection, support, supervision and, when necessary, dismissal process of the Senior Pastor; subject to Article 7 below. 6.2 Authority and Limitations. 6.2.1 A majority of the Board shall constitute a quorum for the transaction of the ordinary business. 6.2.2 The Board shall delegate day-to-day management of CTV to the Senior Pastor and staff. 6.2.3 The Senior Pastor, as Chief Executive Officer of CTV, shall not also serve as the Chairperson, Secretary, or Treasurer of the Board. If, from time to time, other senior staff members join the Board, they shall not serve as Chairperson, Secretary, or Treasurer of the Board. 6.3 Number and Term of Office. The Board shall consist of the Senior Pastor plus no fewer than four and no more than eight additional Board members. Individual Board members shall serve a term of one (1) year. Terms shall go from April through March of each year. 6.3.1 Board members may serve additional, consecutive, one-year terms by following the accountability and dismissal process described below (Article 6.5). Additional terms shall be affirmed on an annual basis by the membership. Dismissal of a seated Board member by the membership shall require a super majority (two-thirds). 6.3.2 The Senior Pastor’s term of office on the Board shall be equal to his tenure as Senior Pastor. 6.4 Nomination and Selection of Board of Directors. The Board shall solicit recommendations for available positions on the Board, if any, sixty (60) days prior to selection. Any member of CTV may recommend a potential candidate for the Board. The recommendation must be made in writing at least thirty (30) days prior to selection, and must include three (3) signatures: the member being recommended, the member making the recommendation, and an additional Church member. The Board will evaluate potential candidates and at least fourteen (14) days before selection, the Board will present nominees, who are, in the opinion of the Board, the best candidates for the available position(s). 6.4.1 The membership of the Board should change by a minimum of one person every two (2) years. 6.4.2 No more than three (3) positions shall be open in any one year unless, through death, resignation or removal, the number of Board members would total fewer than four. 6.4.3 Candidates for the Board shall exemplify Biblical principles of Godly character, shall demonstrate a consistent commitment to this Church and its mission, values and beliefs. They shall be at least twenty-one (21) years of age, residents of the local area, and members of CTV. 6.4.4 Mid-term Board vacancies may be filled by following the process described in Article 6.4. 6.4.5 Newly selected members of the Board shall be publicly recognized for and commended to the work with the laying on of hands. 6.5 Accountability and Dismissal. 6.5.1 Board members will participate in an annual evaluation to determine their continued calling to serve on the Board, as led by the Chairperson. 6.5.2 A Board member may be dismissed by a simple majority of the full Board at a duly announced meeting for that purpose. Board members may resign at any time. 6.6 Place of Meetings. The Board may hold their meetings and have one or more offices, and keep the books of CTV, within or outside the Commonwealth of Pennsylvania, at such place or places as they may from time to time determine by resolution or by unanimous, written consent of all Board members. The Board may hold their meetings by telephone conference call or other similar electronic communications equipment. 6.7 Regular Meetings. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board is communicated to each Board member at least three (3) days before the first meeting held pursuant thereto. The annual meeting of the Board shall be held at the first meeting of the Board in April. Any business may be transacted at any regular meeting of the Board. At each meeting, minutes shall be kept in the Record Book by the Corporate Secretary. 6.8 Special Meetings. Special meetings of the Board shall be held whenever called by a majority of the Board. The Chairperson of the Board shall give notice of each special meeting of the Board by mailing the same at least three (3) days prior to the meeting or by telephoning the same at least two (2) days before the meeting, to each Board Member, but such notice may be waived by any Board Member. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every Board Member shall be present, even though without notice, any business may be transacted and any Board Member may, in writing, waive notice of the time, place and objectives of any special meeting. At each meeting, minutes shall be kept in the Record Book by the Corporate Secretary. 6.9 Quorum. A majority of the whole number of Board members shall constitute a quorum for the transaction of business at all meetings of the Board. 6.9.1 If, at any meeting, less than a quorum shall be present, a majority of those present may adjourn the meeting. 6.9.2 The act of a majority of the Board present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by law or by the Articles of Incorporation or by these Bylaws. 6.10 Required Vote. An affirmative vote of a majority of those present at all meetings of the Board shall be necessary for the passage of any resolution, unless otherwise specified in these Bylaws. 6.11 Compensation of Board Members. Members of the Board shall not receive any stated salary for their services as such, but each member shall be entitled to receive from CTV reimbursement of the expenses incurred by him/her in attending any regular or special meeting of the Board, and, by resolution of the Board a fixed sum may also be allowed for attendance at each regular or special meeting of the Board, and such reimbursement and compensation shall be payable whether or not a meeting is adjourned because of the absence of a quorum. Nothing contained in this section shall be construed to preclude any Board member from serving CTV in any other capacity and receiving compensation therefore. 6.12 Officers. An election of the officers of the Board shall be conducted at the first meeting of the Board in April of each year. The Officers of the Board shall be equal to the Officers of the Corporation as per Article 2.3. 6.12.1 Powers and Duties. The Board shall elect from among their own membership, a Chairperson, a Vice-Chairperson, and a Secretary. All Officers will be appointed by a majority vote of the Board. 6.12.2 The Chairperson of the Board shall preside at all Board meetings. He or she shall perform all duties incident to this office and others as directed by the Board. The Chairperson will preside over the Annual and Semi-Annual meetings of the church membership. The Chairperson, plus either the Secretary or Treasurer, must sign all legal documents incurring indebtedness of CTV. 6.12.3 The Vice-Chairperson of the Board shall fulfill the responsibilities of the Chairperson when the Chairperson is absent. 6.12.4 The Secretary shall be responsible for the records of CTV, keep accurate minutes of all Board meetings of CTV, perform all of the duties commonly incident to this office, and shall perform such other duties and have such other powers as the Board might designate. 6.12.5 The Treasurer shall have the responsibility to oversee the financial matters of CTV and require regular audits to be conducted. The Treasurer shall perform all of the duties commonly incident to this office, and shall perform such other duties as from time to time may be assigned by the Board. The Treasurer must be appointed by a majority vote of the Board. In cases when no qualified Board member is available to serve as Treasurer, the Board may appoint a member of CTV who is duly qualified to this position. While they serve as Treasurer, and may exercise the rights and responsibilities of that office, in such case they will not be members of the Board. ARTICLE VII – SENIOR PASTOR 7.1 Senior Pastor. The Senior Pastor shall provide the day-to-day and public leadership of CTV as it implements its general purpose. 7.1.1 Selection of the Senior Pastor. The Board shall select, according to the following procedure, a Senior Pastor: 7.1.1.1 It shall be the responsibility of the Board to choose a Biblically-qualified candidate to recommend to the members of CTV for approval. The candidate shall fulfill the qualifications of eldership, possess a high moral character and reputation, possess satisfactory Biblical knowledge, demonstrate spiritual discernment and leadership gifts, be or be willing to be credentialed by the Evangelical Free Church of America, and subscribe without mental reservation to CTV's written mission, values, vision, and beliefs. 7.1.1.2 After being interviewed by the Board and recommended to CTV members, a candidate for Senior Pastor shall be installed if the candidate receives a majority of votes cast by secret ballot at a duly called and constituted meeting of CTV. Only one candidate shall be considered at any one meeting. 7.1.2 Dismissal. For a Senior Pastor to be dismissed, a super majority of the Board (two-thirds) must recommend this action to the congregation, stating the reason(s) why, and a super majority (two-thirds) of the membership must affirm this recommendation. 7.12.1 Duties of the Senior Pastor. The Senior Pastor shall provide day-to-day executive leadership for all matters regarding the spiritual well-being of the congregation and the implementation of the general purpose of CTV. As such, the duties of the Senior Pastor shall include, but are not limited to: 7.12.1.1 Participation as a full and permanent member of the Board for the development of vision, plans, policies and programs; 7.12.1.2 Communication of the vision and values of the church through preaching, teaching, writing, and creative programming. In particular, this includes sermon preparation and delivery and the general oversight of all church functions; 7.12.1.3 Leadership and supervision of all staff of CTV. ARTICLE VIII – ANNUAL REPORT 8.1 Annual Report. The Senior Pastor will present to the Church members, an annual report that will include achievements and goals from each ministry area, financial statements, a Pastor’s Report on the year that is ending, and plans for the coming year that have been approved by the Board. In cases where CTV is without a Senior Pastor, the Board will create this report and the Chairperson will present it to the membership. ARTICLE IV – LIABILITY AND INDEMNIFICATION 9.1 General Rule. A Board member shall not be personally liable for monetary damages or financial liabilities as Board member for any action taken, or any failure to take any action, unless: 9.1.1 The Board member has breached or failed to perform the duties of a Board member in accordance with the standard of conduct contained in Section 5712 of the Pennsylvania Directors Liability Act and any amendments and successor acts thereto; and 9.1.2 The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. 9.1.3 Provided, however, the foregoing provision shall not apply to (a) the responsibility or liability of a Board member pursuant to any criminal statute or (b) the liability of a Board member for the payment of taxes pursuant to local, state or federal law. 9.1.4 Indemnification. The Corporation shall indemnify any officer, Board member, or other official representative of CTV who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (and whether or not by, or in the right of, the Corporation) by reason of the fact that such person is or was a representative of the Corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, however, that no persons shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; and provided, further, however, in instances of a claim by or in the right of the Corporation, indemnification shall not be made under this Section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Corporation, unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the Corporation is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the Court of Common Pleas or other court shall deem proper. 9.1.5 Procedure. Unless ordered by a court, any indemnification under Section 9.1.4 or otherwise permitted by law shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because he or she has met the applicable standard of conduct set forth under that section. Such determination shall be made by: 9.1.5.1.1 The Board by a majority vote of a quorum consisting of Board members who were not parties to the action or proceeding; or 9.1.5.1.2 If such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested Board members so directs, by independent legal counsel in a written opinion. 9.1.6 Advancement of Expenses. Expenses incurred by a person entitled to indemnification pursuant to this Article or otherwise permitted by law in defending a civil or criminal action, suit or proceeding shall, in any case required by Section 9.1.4, and may, in any other case, be paid by the Corporation in advance of the final disposition of such action, suit or preceding upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation. 9.1.6.1.1 Continuing Right to Indemnification. The indemnification and advancement of expenses provided pursuant to this Article shall continue as to any person who has ceased to be an officer or Board member of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person. 9.1.6.1.2 Other Rights. This Article shall not be exclusive of any other rights that the Corporation may have to indemnify any person as a matter of law. ARTICLE X – AMENDMENTS 10.1 The Articles of Incorporation of the Corporation and the Bylaws may be amended by an affirmative two-thirds vote of a quorum of the Church membership at a duly called and held business meeting of the Church. Amendments will be delivered to members two (2) weeks in advance of said meeting. ARTICLE XI – MISCELLANEOUS
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