Section 1. Powers
ubject to the limitations of the Articles and these Bylaws and of pertinent restrictions of the Corporation Code of the State of Alabama, all the activities and affairs of the Corporation shall be exercised by or under the direction of the Board of Elders, who are responsible for shepherding and having oversight of the flock. Without prejudice to such general powers, but subject to these same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated by these Bylaws:
- To select and remove all the officers, agents, pastors, staff, and employees of the Corporation; prescribe such duties for them consistent with the Scriptures, with law, with the Articles of Incorporation, or with these Bylaws; and fix the terms of their offices and their compensation.
- To make such disbursements from the funds and properties of the Corporation as are required to fulfill the purposes of this Corporation as are more fully set out in the Articles of Incorporation, thereof and generally to conduct, manage, and control the activities and affairs of the Corporation and to make such rules and regulations consistent with the Scriptures, with law, with the Articles of Incorporation, or with these Bylaws, as they may deem best.
- To adopt, make and use a corporate seal, and to alter such seal from time to time as they may deem best.
- To establish policies and practices for the church consistent with the purposes of this Corporation.
- To assist the Pastor-Teacher in the administration of the ordinances of baptism and Communion and in accordance with I Timothy 3:2 preach and teach the word of God.
- To borrow money and incur indebtedness for the purposes of the Corporation and to cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities.
- To carry on a business and apply any profit that results from business activity in which it may legally engage.
Section 2. Number of Elders
n accordance with the provisions of Section 10-3A-35 of the Alabama Nonprofit Corporation Law, the authorized number of directors of the Corporation shall not be less than three (3) until changed by an amendment to the Articles of Incorporation or by an amendment to these Bylaws.
Section 3. Selection and Tenure of Office
he Board of Elders will annually evaluate those members that are qualified and aspire to the office of elder. The Elders shall serve for an indefinite period, but with an annual reaffirmation by the membership.
The process for recommending and selection of Elders will follow the following process (this process will also be utilized for the recommendation of Deacons, Article VI, Section 3):
1. Members are encouraged to provide prospective names of individuals to the pastor or another elder
2. The Member should be able to explain, from Scripture, why this man should be an Elder/Deacon in the Church
3. The Member should express any real or potential concerns they have prayerfully considered
4. The pastor and the elders will meet and prayerfully consider each man recommended
5. The pastor or another elder will go to each man to:
a) Ask if they aspire to be an elder
b) Discuss qualifications along with any pertinent issues of being unqualified or disqualified
i. Set a meeting for one week after intial contact to discuss further
ii. Accept the man's willingness to serve
iii. Accept the man's refusal to serve
6. Each man, having been through the above process and desiring to proceed, will be presented (individually) before the membership for a period of one week as determined by the elders:
a) For affirmation and encouragement
b) For loving confrontation by individuals with concerns or reservations about the man's qualification to be an elder
i. This confrontation will lead to reconciliation or resolution of concern
ii. This confrontation will result in mediation with the pastor
c) After these meetings, the man, the pastor, and other elders of the Church will meet to evaluate:
i. If the man is qualified with no known or expressed reservations
ii. If the man is qualified with reservations resolved
iii. If the man is qualified with reseravations unresolved
iv. If the man is unqualified but willing to become qualified
v. If the man is unqualified and withdrawing from consideration at this time
vi. If the man is discualified and withdrawing from consideration at this time
In Preparation for Process:
1. Each family should carefully consider each candidate beginning and ending with this question:
"Can I (and my family) follow your leadership as an undershepherd (elder) and caregiver (deacon) in our church, while humbly and joyfully submitting to your direction and supporting your ministry?"
2. Each member should read the Church's Doctrinal Statement and Constitution and By-Laws along with all pertinent Scripture passages given as relating to the selection of elders.
Section 4. Qualifications
ach member of the Board of Elders must be an active member of this church and possess the qualifications described in 1 Timothy 3:1-7 and Titus 1:6-9. He shall be:
- Blameless as a steward of God; above reproach (1 Timothy 3:2; Titus 1:6-7)
- Husband of one wife; a one-woman man (1 Timothy 3:2; Titus 1:6)
- Temperate, sober, vigilant (1 Timothy 3:2)
- Sober-minded, prudent (1 Timothy 3:2; Titus 1:8)
- Of good behavior; orderly, respectable (1 Timothy 3:2)
- Given to hospitality (1 Timothy 3:2; Titus 1:8)
- Apt to teach; able to teach; he can exhort believers and refute false teaching (1 Timothy 3:2; Titus 1:9)
- Not given to wine (1 Timothy 3:3; Titus 1:7)
- Not violent; not pugnacious (1 Timothy 3:3, Titus 1:7)
- Patient, moderate, forbearing, gentle (1 Timothy 3:3)
- Not a brawler; uncontentious; not soon angry or quick-tempered (1 Timothy 3:3; Titus 1:7)
- Not covetous; not a lover of money; not greedy of base gain (1 Timothy 3:3, Titus 1:7)
- Rules well his own house; his children are faithful, not accused of rebellion to God (1 Timothy 3:4; Titus 1:7)
- Not a novice; not a new convert (1 Timothy 3:6)
- Has a good report or reputation with outsiders (1 Timothy 3:7)
- Not self-willed (Titus 1:7)
- A lover of good men and things (Titus 1:8)
- Just, fair (Titus 1:8)
- Holy, devout (Titus 1:8)
- Self-controlled (Titus 1:8)
Section 5. Vacancies
ubject to the provision of Section 10-3A-36 of the Alabama Nonprofit Corporation Law, any Elder may resign effective upon giving written notice to the Chairman of the Board or the Secretary of the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is to take effect at some future time, a successor may be selected before that time. A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any Elder, or if a need exists and the specified limit is not exceeded. No reduction of the authorized number of Elders shall have the effect of removing any Elder.
Section 6. Removal of Elders
ny Elder may be removed from office at any regular or special meeting of the Board if he is found to be physically or mentally incapacitated or spiritually disqualified (according to pertinent Scripture, including 1 Timothy 3:1-7 and Titus 1:5-9), after thorough corroborating investigation by the Elders (or a duly appointed Committee of the Board, per Article VI, Section 17 of these Bylaws, at the sole discretion of the Board), in accord with the procedures prescribed by pertinent Scripture, including Matthew 18:15-18 and 1 Timothy 5:19. When an Elder is removed because of sin that is deemed sufficient to disqualify him from shepherding, and if he refuses to repent from that sin, the removal shall be accompanied by a public rebuke, and notice shall be made before the church and the congregation thereof at a regularly-scheduled worship service as prescribed in 1 Timothy 5:20.
Section 7. Place of Meetings
otwithstanding anything to the contrary provided in these Bylaws, any meeting (whether regular, special, or adjourned) of the Board of Elders of the Corporation may be held at any place within or without the State of Alabama.
Section 8. Regular Meetings
egular monthly meetings of the Board shall be held without call or notice on the fourth Monday of each month, unless otherwise modified by the Board. Regular meetings shall be open to church members, but special or executive sessions will be closed.
Section 9. Special Meetings
pecial meetings of the Board of Elders may be called at any time by order of any elected officer of the Board of Elders or by a quorum of the members of the Board of Elders.
Section 10. Notice of Special Meetings
n accordance with the provisions of Section 10-3A-39 of the Alabama Non-profit Corporation Law, special meetings of the Board shall be held upon four days notice by first-class mail or a forty-eight-hour notice given personally or by telephone or other similar means of communication. Any such notice shall be addressed or delivered to each Elder or at such Elder's address as it is shown upon the records of the Corporation or as may have been given to the Corporation by the Elder for such purpose of notice.
Section 11. Quorum
xcept as otherwise provided herein, a majority of the Elders currently serving shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the Elders in office shall constitute a quorum, provided such majority shall constitute either one-third of the authorized number of Elders or at least two Elders, whichever is larger, or unless the authorized number of Elders is only one. A majority of the Elders present, whether or not a quorum is present, may adjourn any meeting to another time and place. Whenever the matter to be considered concerns calling or dismissing a pastor, or buying or selling real estate, a quorum shall consist of not less than two-thirds of the members of the Board. Except as the Articles of Incorporation, these Bylaws and the Alabama Nonprofit Religious Corporation Law may provide, the act or decision done or made by the Elders present at a meeting duly held at which a quorum is present shall be the act of the Board of Elders.
Section 12. Participation in Meetings by Conference Telephone
embers of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.
Section 13. Adjournment
majority of the Elders present, whether or not a quorum is present, may adjourn any Elders' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Elders if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than forty-eight (48) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Elders who were not present at the time of the adjournment.
Section 14. Action Without Meeting
ny action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent and shall be documented within the minutes of proceedings of the Board.
Section 15. Rights of Inspection
n accordance with the provisions of Section 10-3A-43 of the Alabama Non-profit Corporation Law, every Elder shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Corporation of which such person is an Elder, for a purpose reasonably related to such person's interest as an Elder.
Section 16. Decisions of the Board of Elders
ecisions shall be reached after prayerful consideration by unanimous vote in a spirit of humility, with each Elder regarding one another before himself.
Section 17. Committees
ommittees of the Board may be appointed by resolution passed by a unamious vote of the whole Board. Committees shall be composed of two or more members of the Board and shall have such powers of the Board as may be expressly delegated to it by resolution of the Board of Elders, except with respect to:
- The approval of any action for which the Alabama Nonprofit Religious Corporation Law also requires member's approval (must be approved by the Board as a whole).
- The filling of vacancies on the Board or on any committee.
- The amendment or repeal of Bylaws or the adoption of new Bylaws.
- The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable.
- The appointment of other committees of the Board or the members thereof.
- The approval of any self-dealing transaction.
The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provision of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.
Section 18. Fees and Compensation
lders (as such) shall not receive any stated or fixed salary for their services; however, nothing herein contained shall be construed to preclude any Elders from serving the Corporation in any other capacity and receiving compensation. Any person receiving compensation directly or indirectly from Grace Fellowship Baptist Church shall not be in a position to determine the nature or amount of said compensation.