BYLAWS OF FOUNDATION FELLOWSHIP OF GREENVILLE, TX

 

Preamble.

 

Statement of Faith

 

We Believe in the inerrancy of Scripture, that the Bible, Old and New Testaments, is the inspired, inerrant, infallible, authoritative Word of God (2 Tim 3:16).

 

We Believe that there is one God, eternally existent in three separate persons: Father, Son, and Holy Spirit (Deut 6:4; Matt 28:19).

 

We Believe that God the Father is the personal, transcendent, and sovereign Creator of all things (Gen 1:1 ff.).

 

We Believe that Jesus Christ is fully God and fully human, that He was born of a virgin, lived a sinless life, provided for the atonement of our sins by His vicarious death on the Cross, was bodily resurrected by the power of the Holy Spirit, ascended back to the right hand of God the Father, and ever lives to make intercession for His Church. After Jesus ascended to Heaven, He poured out His Holy Spirit on the believers in Jerusalem, enabling them to fulfill His command to preach the Gospel to the entire world, an obligation shared by all believers today (Matt 1:18; John 3:16; Acts 1:9, 11; 2:1–41; Heb 4:15; 1 Pet 3:18; and the Gospels).

 

We Believe that all people are by nature lost and separated from God and responsible for their own sin, but that salvation, redemption, and forgiveness are freely offered to all by the grace of God through our Lord Jesus Christ.

 

We believe that salvation is by grace alone through faith alone in Christ alone.  When a person places his/her faith in Christ as his/her Savior, that person is immediately born again, sealed by the Holy Spirit, all his/her sins are forgiven, and he/she becomes a child of God, destined to spend eternity with the Lord (John 3:16–19; 5:24; Rom 5:8–9; Eph 1:13–14; 2:8–10; Titus 3:5).

 

We Believe in the present ministry of the Holy Spirit, who came forth from the Father and the Son to convict the world of sin, righteousness, and the coming judgment, and to regenerate, sanctify, and empower for service all who believe in the Lord Jesus Christ.

 

We Believe the Holy Spirit indwells every believer in Jesus Christ and baptizes them into the Body of Christ (1 Cor 12:3). We believe that He is an abiding Helper, Teacher, and Guide.

 

We Believe in the gifts of the Holy Spirit mentioned in the Bible, and that the use of the gifts is valid for today within the guidelines of Scripture. We believe that love is more important than the most spectacular gifts, and without love all exercise of the spiritual gifts is compromised (John 14:26; 16:13; Rom 8:9; 1 Cor 3:16; 6:19–20; 12–14).

 

We Believe that church government should be simple rather than a complex bureaucracy. We depend on the Holy Spirit’s guidance in establishing the leadership within the church in accordance with the Scriptures (1 Tim 3:1–13; Titus 1:5–9). 

 

We Believe in the pre-tribulation rapture of the Church and the Second Coming of Jesus Christ with His Church to rule on the earth during the Millennial Kingdom. We believe Christ’s rule will be visible and personal. We also believe in the resurrection of the saved and the unsaved; the saved unto eternal life and the unsaved unto eternal punishment (1 Thess 4:13–18; Rev 3:10; 19:11–16; 20:1–15).

 

We Believe in the two New Testament ordinances of Water Baptism and the Lord’s Supper. These ordinances are observed in obedience to the command of our Lord Jesus Christ as acts of love and devotion and are not necessary for one’s salvation (Matt 28:19–20; Luke 22:19–20; 1 Cor 11:24–25).

 

We Believe worship of God should be spiritual. Therefore, we remain flexible so that the Holy Spirit may direct our worship.

 

We Believe worship of God should be inspirational. Therefore, we give great place to music in our worship.

 

We Believe worship of God should be intelligent. Therefore, we emphasize verse-by-verse biblical teaching so God can instruct us how to worship and know Him. We seek to teach the Word of God in such a way that its message can be applied to an individual’s life, leading that person towards greater maturity in Jesus Christ.

 

We Believe the only true basis for Christian fellowship is Jesus Christ’s (agape) love, which is greater than any differences we possess, and without which we have no right to claim ourselves Christians. We are not a denominational church, nor are we opposed to denominations as such, only to their overemphasis of the doctrinal differences that have led to the division of the body of Christ.

 

We Believe the worship of God should be fruitful. Therefore, we look for His love in our  lives as the supreme manifestation that we have been truly worshipping Him.

 

Article I.

 

Offices

 

Section 1.  Principal Office. 

 

1.1.           The principal office for the transaction of the business of the Corporation is fixed and located at 5413 Zion Road, Apartment 105, Garland, TX  75043. 

1.2.           The Board of Directors may at any time or from time to time, change the location of the principal office from one location to another in this state.

 

Section 2.  Other Offices.  The Board of Directors at any time may establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

 

 

Article II.

 

Purpose

 

Section 1.  The purpose of Foundation Fellowship is threefold:

 

1.1.           To worship God the Father, Son, and Holy Spirit;

1.3.           To buildup the Church of Jesus Christ through the teaching of the Word and the ministry of the Spirit; and

1.3.           To persuade men and women to believe in Jesus Christ alone for salvation.

 

 

Article III.

 

Objectives

 

Section 1.  The objectives of this corporation shall be:

 

1.1.           To proclaim the good news of salvation by grace alone through faith alone in our Lord Jesus Christ alone by any suitable method.  This includes, but is not limited to the following:

1.1.1.        Establishing and operating a local church for the worship of Jesus Christ, including conducting Bible studies, worshipping, and sharing the message and good news of Jesus Christ using personal evangelism, radio, missions, crusades, preaching, comforting, and any other activity directed for Christian purposes;

1.1.2.        Assisting and furthering the task of providing Scripture to the community and other groups through the Holy Scriptures and other printed material, by speaking at Bible studies, by church services, by providing speakers, and other instructional and educational programs which may be deemed necessary or convenient in effecting the above purposes;

1.1.3.        Establishing new programs of outreach and ministry, the strengthening of existing programs of outreach and ministry, and organizations that have a similar purpose and dedication to presenting Christ as Savior.

1.2.           To be obedient to our Lord Jesus Christ's command to "Go therefore, and teach all nations, baptizing them in the name of the Father, and of the Son, and of the Holy Spirit" (Matt 28:19).

1.3.           To serve as an instrument through which men may "be witnesses unto our Lord Jesus Christ in Jerusalem, and unto all Judea, and in Samaria, and unto the uttermost parts of the earth" (Acts 1:8).

1.4.           To do only that which glorifies the Father, the Son, and the Holy Spirit.

1.5.           To engage in spiritual work and services based upon the authority of the Holy Bible.

 

 

Article IV.

 

Membership

 

Section 1.  This corporation shall have no members of any class.

 

 

Article V.

 

Government/Board of Directors

 

Section 1.  The Headship of Christ.

 

1.1.           The government of this corporation shall be focused on seeking and maintaining the Lordship and direction of Jesus Christ over the ministry and other Christian activities in which the corporation is engaged. 

1.2.           All those in authority shall continually seek His mind and will, through His Spirit and the Word of God in all actions and decisions.

 

Section 2.  The Overseeing of His Body, the Church. 

 

2.1.           The Board of Directors, headed by the Chairman of the Board, shall be the governing body of the corporation.  Subject to the provisions of the Texas General Corporation Law and these Bylaws, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

2.2.           Their Ministry.

2.2.1.        The Directors shall oversee and rule the ministry by precept and example under the leadership of the Chairman of the Board.

2.2.2.        Subject to limitations of the other sections of the Bylaws, and of Texas law, all corporate powers of the corporation shall be exercised by or under the authority of the Directors. 

2.2.3.        The business and affairs of the corporation shall be controlled by the Directors. Without limiting the general powers, the Directors shall have the following powers:

2.2.3.1.     To conduct, manage, and control the affairs and business of the corporation; and to make rules and regulations not inconsistent with law or the Bylaws.

2.2.3.2.     To borrow money and incur indebtedness for the purpose of the corporation, and for that purpose to authorize to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgage, pledges, or other evidence of debt and securities.

2.3.           Number of Directors.  The Board of Directors shall consist of a maximum of twelve (12), and a minimum of three (3) members until the number of directors is changed by amendment of these Bylaws:

2.4.           Elections and Term of Office of Directors. 

2.4.1.        Directors will be nominated by the Chairman of the Board and elected by the Board. 

2.4.2.        A Director, with the exception of the Chairman of the Board, is elected for one (1) year term and may succeed himself. 

2.4.3.        The Pastor of the church body shall hold the office of Chairman of the Board, and his term shall last so long as he remains Pastor of the church.

2.5.           Vacancies. 

2.5.1.        The Chairman of the Board shall fill a vacancy occurring in the Board of Directors. 

2.5.2.        A successor director so elected shall serve for the unexpired term of his predecessor.

2.6.           Quorum. 

2.6.1.        The presence in person or by proxy of a majority of the Directors of the Board of Directors of this corporation shall constitute a quorum for the transaction of business. 

2.6.2.        The directors present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the directors required to constitute a quorum.

2.7.           Place and Time of Regular Meetings. 

2.7.1.        Regular meetings of the Board of Directors may be held at any place and at any time designated by the Board. 

2.7.2.        However, due to the transient nature of this ministry, meetings may, at the sole election of the Chairman of the Board, be conducted by telephone or by written agenda and discussion so long as a quorum of Directors votes on any resolution on the written agenda.  In such circumstances, the written agenda shall be mailed to each member of the Board at least ten (10) days before written responses to a resolution from a member of the Board is due.  Notice of any meeting of the Board of Directors shall either be given personally, by first-class mail, electronic, or other written communications, charges prepaid, addressed to the director at the address of that director appearing on the books of the corporation or given by the director to the corporation for the purpose of notice.  If no such address appears on the corporation's books or is given, notice shall be deemed to have been given if sent to that director by first-class mail, electronic, or other written communication to the corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located.  Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by email or other means of written communication.  If any notice addressed to a director at the address of that director appearing on the books of the corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the director at that address, all future notices or reports shall he deemed to have been duly given without further mailing.

2.7.3.        An affidavit of the mailing or other means of giving any notice of any director's meeting shall be executed by the secretary any transfer agent of the corporation giving the notice, and shall be filed and maintained in the minute book of the corporation.

2.7.4.        The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver so notice, a consent to holding the meeting or an approval of the minutes.  The waiver of notice or consent need not specify the purpose of the meeting.  All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  Notice of a meeting shall be deemed given to any director who attends the meeting without protesting before or at its commencement, the lack of notice to that director.

2.7.5.        Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action.  Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.  Such written consent or consents shall be filed with the minutes of the proceedings of the board.

2.8.           Organizational Meeting.  The Board of Directors shall hold an annual meeting for the purpose of organization, introduction of Board Members/Elders, and the transaction of other business.

2.9.           Special Meetings. 

2.9.1.        The Chairman of the Board or any two (2) other directors may call meetings of the Board of Directors for any purpose or purposes at any time.  However, such calling of a special meeting and its related notice must be at least six (6) hours in advance of such meeting.  Each director must receive written notice prior to the specifically called meeting. 

2.9.2.        The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be as valid as though at a meeting held after regular roll call and notice, if a quorum is present and if either before or after the meeting each of the directors not present signs a written waiver of notice or a consent to hold the meeting or an approval of the minutes.  All such waivers, consents, or approval shall be filed with the corporate records or made a part of the minutes of the meeting.

2.10.         Removal. 

2.10.1.      A Director other than the Chairman of the Board, may be removed from office by the majority vote of the Board of Directors.

2.10.2.      The Chairman of the Board may only be removed by a unanimous vote of the Board of Directors.  What this means is that all Board of Directors other than the Chairman of the Board must unanimously agree by way of vote to his removal. 

2.10.3.      With the exception of requests for removal by the Chairman of the Board, all requests or accusations from any party concerning the removal of a director shall require at least two (2) witnesses who must (a) substantiate the ground(s) for removal and (b) testify of facts, not hearsay, surrounding such accusation (see 1 Tim 5:19–20).

2.11.         Fees and Compensation. 

2.11.1.      The directors shall receive no compensation for their services as directors. 

2.11.2.      This subsection shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.

 

 

Article VI.

 

Officers\Elders

 

Section 1.  Officers General Information (Only When Applicable).

 

1.1.           Their Ministry.

1.1.1.        The Officers shall carry on various duties within the corporation to meet the needs of the ministry under the direction of the Chairman of the Board or President, if different from the Chairman of the Board.

1.1.2.        The officers shall counsel with the President regarding the needs that arise in the ministry.  They shall pray for the furtherance of God’s will being established in this ministry as well as any people associated with or subject to the goals of this ministry, including service to the beneficiaries of this ministry by exercising hospitality, Spirit lead and scripturally based teaching, love, care, and good counsel.

1.2.           Their Qualifications (see 1 Timothy 3:1–13, Titus 1:5–9).

1.2.1.        Personal qualifications: serious, not double-tongued, and not a drunkard.

1.2.2.        Family Relations:  One-woman man.

1.2.3.        As to faith: obedience to the faith; mature, tested walk.

1.2.4.        Ministerial Skills:  The Officers must be apt to teach, evangelize and serve the Lord’s purposes; and whatever the calling.

1.2.           Number. 

1.2.1.        The officers of this corporation shall be President, vice President, secretary, and treasurer, and such other officers as the Board of Directors may appoint. 

1.2.2.        No person, other than the President and assistant vice President, may hold more than one of these offices. 

1.2.3.        Officers other than the President need not necessarily be members of the Board of Directors.

1.3.           Election.  The Chairman of the Board shall elect the officers of the corporation for terms of one (1) year, or until their successors are elected and qualified.

1.4.           Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled by the Chairman of the Board.

 

Section 2.  Officers Responsibilities.

 

2.1.           President. 

2.1.1.        Subject to ratification of the Board of Directors, the President shall have general supervision, direction, and control of the business and affairs of the corporation. 

2.1.2.        He shall be responsible for the presidency of all meetings of the directors, officers, and shall have some other powers and duties as may be prescribed from time to time by the Board of Directors.

2.1.3.        His Ministry.  The President shall minister unto the Lord in regular personal worship and praise.  He shall give himself to the ministry of the Word and prayer (Acts 6:4) and seek to walk uprightly before the Lord in his personal life.  He shall seek the mind of God.  The Pastor shall be the teaching shepherd of the ministry.  He shall give considerable time to the study of the Word and shall teach the Scriptures to the others by precept and example.  His aim shall be to teach the word of God, including conducting Bible studies, worshipping and sharing the message and good news of Jesus Christ, using personal evangelism, preaching, comforting, and any other activity directed for Christian purpose; and shall primarily evangelize and assist Others in seeking and finding the Lord and any other ministry associated with such purpose.  In all matters and activities, he shall guard the ministry against the attack of the enemy.

2.1.4.        His Qualifications. 

2.1.4.1.     The President shall be generally qualified, according to the qualifications for a ruling elder (see 1 Tim 3:1–7, Titus 1:5–9).

2.1.4.2.     The President shall be a Spirit-gifted teacher of the Word, an ordained Pastor of good reputation with a biblically conservative theology, Christ-centered, Spirit filled, and willing to serve a non-denominational ministry without promoting denominational interests.

2.1.5.        Corporate Duties.

2.1.5.1.     The Pastor of the church body shall hold the office of President.  The President shall be the President of the corporation, its Chief Executive Officer, and Chairman of the Board of Directors.  He shall oversee the business of the church on a daily basis and give leadership to the officers, employees, if any, Directors, and general body and supporters of this ministry.  The President shall have general supervision of the entire ministry and all its dealings, whether spiritual or business-related and shall be in charge of or responsible for all gatherings and meetings, distribution of materials, Bible studies, evangelistic activities ant support activities relating to assistance of other ministries or churches and their respective pastors.

2.1.5.2.     The President shall be empowered to appoint all associate pastors and assistant pastors as he sees fit in his sole and exclusive discretion and he shall have sole authority to approve and set the compensation of such pastors.

2.1.6.        His Appointment. 

2.1.6.1.     In the event of a vacancy, the Directors shall constitute a nominating committee.  This committee shall seek, find, and nominate a candidate.  They shall seek first among the supporting donor churches of the corporation or those churches and their pastors who are in fellowship with the corporation.  Election shall be by unanimous vote of the Board of Directors.

2.1.6.2.     The resignee or retiring President may nominate in conjunction with the Directors a successor and/or participate in the selection of a successor.

2.1.7.        His Compensation. 

2.1.7.1.     The Directors shall specify The President's initial compensation, if any, at the time of his election. 

2.1.7.2.     The corporation may provide, as possible, adequate salary, health insurance, expense allowance, conference funds, vacation, continued education, pension, and other special funds as needed for his ministry. 

2.1.7.3.     The corporation shall also defray the costs of sending the President to out-of-town conferences or conventions attended for this ministry, as approved by the Directors.

2.1.8.        Termination. 

2.1.8.1.     For the purpose of potential termination of the President, any two (2) Directors may call a meeting of the Board of Directors. 

2.1.8.2.     The meeting shall be called in accordance with the procedure outlined for calling special meetings (Article V, Section 2.9).  Should the Directors concur, the President shall be terminated and a successor President shall be elected.

2.2.           Vice President, Secretary and Treasurer (collectively referred to herein as “Other Officers”).

2.2.1.        Their Ministries. 

2.2.1.1.     The Other Officers shall minister unto the Lord in regular personal worship and praise. 

2.2.1.2.     They shall give themselves to the ministry of the Word and Prayer (Acts 6:4) and seek to walk uprightly before the Lord in each of their personal lives. 

2.2.1.3.     They shall seek the mind of God.

2.2.2.        Their General Responsibilities. 

2.2.2.1.     Other than responsibilities set forth in other Articles, sections and subsections of these Bylaws and those duties customarily performed by such officers in a Texas corporation, the President shall define an officer's ministry upon his or her appointment. 

2.2.2.2.     Such officer shall serve under the President’s direction and with the President in fulfilling the purposes of this corporation.

2.2.3.        Their Qualifications.  The Other Officers shall meet the same qualifications as the President.

2.2.4.        Their Appointment.  The Chairman of the Board shall appoint the Other Officers of this corporation.

2.2.5.        Their Compensation.  The other Officers shall receive no compensation for Services rendered to this corporation.

2.2.6.        Termination.  It shall be the prerogative of the President, after counseling with the Directors, to ask for the resignation of any of the Other Officers if such officer is not in harmony with the ministry of this corporation as directed by the President and specified in these Bylaws.

2.3.           Specific Duties.

2.3.1.        Treasurer. 

2.3.1.1.     The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the transactions of the corporation, including accounts of it’s assets, liabilities, receipts, and disbursements. 

2.3.1.2.     The books of account shall at all reasonable times be open to inspection by any Director. 

2.3.1.3.     The Treasurer shall deposit or cause to be deposited all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. 

2.3.1.4.     He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all his transactions as Treasurer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws. 

2.3.1.5.     In addition, the Treasurer shall receive and safely keep all funds of the corporation and deposit them in the bank or banks that may be designated by the Board of Directors.  Those funds shall be paid out only on checks of the corporation signed by the President, vice President, secretary, or treasurer, or by such officers or appointees as may be designated by the Board of Directors.  Any financial endeavors or commitments, risk or non-risk shall first be approved by the Board of Directors.

2.3.2.        Secretary. 

2.3.2.1.     The Secretary shall keep a full and complete record of all the proceedings of the Board of Directors; shall keep the seal of the corporation and affix it to such papers as may be required in the regular course of business; shall make services of such notices as may be necessary or proper; shall supervise the keeping of records of the corporation; and shall discharge such other duties of the office as prescribed by the Board of Directors.

2.3.3.        Vice President.  In the absence or disability of the President, the Vice President shall perform temporarily all the duties of the President, and in so acting shall have all the powers of the President until the Directors take action on the vacancy.  The Assistant Vice President shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

 

Article VII.

 

Assistant and Associate Pastors

 

Section 1.  Their Ministries. 

 

1.1.           An Associate or Assistant Pastor shall minister unto the Lord in regular personal worship and praise.  He shall give himself to the ministry of the Word and Prayer (Acts 6:4) and seek to walk uprightly before the Lord in his personal life.  He shall seek the mind of God. 

1.2.           An Associate or Assistant Pastor need not be a member of the Board of Directors.

 

Section 2.  Their Qualifications.  An Associate or Assistant Pastor shall meet the same qualifications as the President.

 

Section 3.  Their Appointment. 

 

3.1.           The President shall appoint and the Board of Directors shall ordain the Board of Directors shall ordain an Associate or Assistant Pastor to undertake those ministries in the church as directed and under the direct supervision of the President. 

3.2.           The term of the appointment and expiration and/or termination of the appointment shall be made in the sole discretion of the President.

 

Section 4.  Their Compensation. 

 

4.1.           An Associate or Assistant pastor’s compensation shall be specified and set by the President.  The President shall notify the Board of Directors of the compensation at the next regularly scheduled meeting of the Board of Directors after setting such compensation. 

4.2.           For a full-time Associate or Assistant Pastor, the church may provide, if possible and in the discretion of the President, salary, housing allowance, health insurance, expense allowance or reimbursement, pension, conference attendance funds, continuing education funds, vacation, and sick pay.

 

 

ARTICLE VIII.

 

DEACONS AND DEACONESSES

 

Section 1.  Their Ministry. 

 

The Deacons and Deaconesses shall carry on the various ministries within the body to meet the needs of the church under the direction and encouragement of the President or, upon the approval of the President, under the direction of the Associate and/or Assistant Pastor(s).  The Deacons shall counsel with the President and, if so directed, the Associate and/or Assistant Pastor(s) regarding the needs which arise in the church body.  They shall pray for any in the church for whom they are caring and they shall serve the church with hospitality, love, care, and biblical counsel.

 

Section 1.  Their Qualifications (see 1 Tim. 3:8–13).

 

1.1.           Deacons and Deaconesses must be reverent, not double-tongued, not given to much wine, not greedy for money, holding the mystery of the faith with a pure conscience.

1.2.           Let them first be proved; being found blameless.

1.3.           Deaconesses must also be dignified, not malicious gossips, but temperate, faithful in all things.

1.4.           Deacons must the husband of only one wife, ruling their children and their houses as well.

 

Section 2.  Their Number Appointment and Organization. 

 

2.1.           The number of Deacons and Deaconesses shall be left to the discretion of the President. 

2.2.           With the counsel of the Board of Directors, the President shall appoint Deacons and Deaconesses for an indefinite duration and shall review each appointment on an annual basis. 

2.3.           Their appointment shall be acknowledged at a regularly scheduled worship service to be selected by the President. 

2.4.           They shall meet as a group at the discretion of the President.

 

Section 3.  Compensation.  The Deacons and Deaconesses shall receive no compensation for their services provided for herein above and shall not be considered an employee of the corporation.

 

 

Article IX.

 

Auxiliaries

 

Any organization, group, or club whose membership is primarily for a activity aligned with and specifically in furtherance of the purposes, goals and ministry of this corporation shall be considered an auxiliary of this corporation if so determined by a majority of the directors of the Board of Directors of this corporation.  In such event, such auxiliary organization shall be subject to the constitution and Bylaws of this corporation.  As an auxiliary organization it shall exist only in cooperation with the President and Board of Directors.

 

 

Article X.

 

Amendment of Bylaws

 

These Bylaws may be amended, adopted or repealed by the vote or written consent of the Board of Directors.

 

Article XI.

 

Annual Accounting Period

 

The annual accounting period for this corporation shall begin on the first day of January, and shall end on the last day of December.

 

 

Article XII.

 

Checks and Drafts

 

All checks and drafts, or other orders for payment of money issued in the name of the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

 

 

Article XIII.

 

Maintenance and Inspection of Bylaws

 

The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of Texas, at its principal business office in this state, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by any donor or donor organization or to inspection by any other person or party to whom access to such records must be made available under Texas law or federal law, at all reasonable times during office hours.

 

 

Article XIV.

 

Maintenance and Inspection of Other

Corporate Records

 

The accounting books and records and minutes of proceedings of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation at the principal executive office of the corporation.  The minutes shall be kept in written form and the accounting books and records shall be open to inspection upon the written demand of any donor or donor organization or to inspection by any other person or party to whom access to such records must be made available under Texas law or federal law, at any reasonable time during usual business hours, for a purpose reasonably related to the donor’s interests as a donor.

 

 

Article XV.

 

Director's Right of Inspection

 

Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation.  This inspection by a director may be made in person or by an agent and the right of inspection includes the right to copy and make extracts of documents.

 

 

Article XVI.

 

Indemnity of Directors

 

The corporation will indemnify the members of the Board of Directors against any and all liability, loss, costs, damages, reasonable fees of attorneys and other expenses which such Directors(s) may sustain or incur by reason of, or in consequence of rendering and carrying out their responsibilities and obligations under their office under these Bylaws, and including, but not limited to, sums paid and liabilities incurred in settlement of, and expenses paid or incurred in connection with any claims, suit or judgment under any complaint or legal proceeding against them through this corporation whether jointly or severally, and the corporation shall bear all costs and fees to be paid or incurred in defending any complaint or legal proceedings, including such director(s) recovering or attempting to recover losses or expenses paid or incurred by such director(s) in connection with any complaint or legal proceeding due to default or nonperformance of the corporation under terms of this indemnity provision, excepting hereof claims and/or losses committed by, caused through the actions or inactions or fault of such director(s), exclusively, in which case this indemnity shall be unenforceable as to such director(s) rights and remedies provided herein.

 

 

Article XVII.

 

Ordination

 

Section 1.  Principles of Ordination. 

 

1.1.           A candidate for ordination recognizes that only our Sovereign Holy God can truly call and ordain His children for service in the ministry of the Gospel of Jesus Christ.  The calling of a minister is not the result of a title; rather the title is a result of his calling.  This calling is recognized as from the True and Living God. 

1.2.           It is man's privilege and specifically the privilege of the overseers of the true church of Jesus Christ to ratify the ordination of God when such is obviously placed upon a man's life. 

1.3.           The purpose of this article is to provide for the ordination rites of ministers and pastors of the Gospel by Foundation Fellowship of Greenville, TX.

 

Section 2.  Qualifications for ordination.  The qualifications for ordination are as follows:

 

2.1.           A candidate for ordination must be a "born again” believer in Jesus Christ as described by our Lord in the third chapter of the Gospel of John.

2.2.           A candidate for ordination must subscribe to the statement of faith as described in the Preamble of these Bylaws.

2.3.           A candidate for ordination must have completed a course of biblical studies as designated by the Chairman of the Board of Directors.

2.4.           A candidate for ordination should have evidenced the obvious calling of God upon his life to the satisfaction of the Board of Directors.

2.5.           A candidate for ordination must be nominated, designated, and presented to the Board of Directors by the Chairman of the Board of Directors.

 

Section 3.  Procedure for Ordination.

 

3.1.           Each person fulfilling the above qualifications, and upon their presentation to the Board of Directors by the Chairman of the Board of Directors, will receive full consideration for ordination into the ministry of the Gospel of Jesus Christ by Foundation Fellowship of Greenville, TX.

 3.2.          The board may make exceptions to these qualifying standards where, in the unanimous opinion of the Board and under the strong compelling conviction of the Holy Spirit, such exception is according to the will of God and consistent with His Word.

3.3.           Upon approval by the majority of the Board of Directors, the candidate will be ordained as a minister of the Gospel with the right to perform ministerial functions in accordance with the laws of the land and the ordinances of God’s Holy Word, with all prerogatives of such a calling and office.

3.4.           All Candidates successful or otherwise, will be notified of the Board's decision within one week of such decision.

 

Section 4.  Certificate of ordination.  The following is a suggestion or example of the text of the Certificate of Ordination to be issued to each successful candidate:

 

 

————

 

This is to certify that Pastor John Smith was duly ordained by Foundation Fellowship of Greenville, TX as a minister of the Gospel of Jesus Christ.  He has completed all studies and has met all the requirements of this body for recognition of such office; further, by rite of ordination this date he is duly ordained to perform all ministerial functions without limit as accorded by the laws of the land and in compliance with the ordinances of God s Holy Church as set forth in the Holy Bible.  We now pray for God’s Divine blessing and the power of the Holy Spirit upon him.

 

 

Given this 16 day of July, 2004

 

 

Foundation Fellowship of Greenville, TX

 

Dr. Jack Doe                John Doe                                  Jim Doe           

President/Treasurer       Director                                    Director

 

————

 

 

Article XVIII.

 

Miscellaneous

 

Section 1.  Execution of Documents. 

 

1.1.           The Board of Directors may authorize by majority vote any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of, and on behalf of the corporation and such authority may be general or confined to specific instances. 

1.2.           Unless so authorized, no officer, agent, or other person shall have any power or authority to bind the corporation by any contract or engagement or to pledge it’s credit or to render it liable for any purpose or to any amount.

 

Section 2.  Construction and Definitions. 

 

2.1.           Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Texas General Nonprofit Corporation Law shall govern the Construction of these Bylaws. 

2.2.           Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singulars the use of “he” or “his” shall include both genders and the term “person” and “party” includes both a corporation and a natural person.

 

Section 3.  Rules of Order.  Being Christians and led by the Holy Spirit and indwelt by the Living God, all directors, officers, deacons and employees shall act accordingly in any meetings and gatherings.  Let the example of Jesus Christ govern our thoughts, words and actions at all times.

 

CERTIFICATE OF SECRETARY

 

I hereby certify that the above and foregoing Bylaws are a true and correct copy of the Bylaws of the corporation as of _June 10, 2008_.

 

 

Dr. Hal Harless_________________

Chairman of the Board

 

Mrs. Lois Ann Harless________

Secretary