Bylaws
of
First Baptist Church of Valley Mills, Texas

Preamble
For the more certain preservation and security of the principles of our faith, and to the end that this Church body may be governed in an order manner, and the freedom of action of this body with respect to its relation to other churches of like faith and order, we do declare and establish these Bylaws.

Article 1
Location and Purpose and Governance

1.1 Primary Location.The primary location of First Baptist Church of Valley Mills, Texas (the “Church”) will be 302 Avenue C, Valley Mills, Texas. The Church may change its primary location by vote of the Members, by filing a statement of change with the secretary of state of the state of Texas or both. [Filing required for corporation]

1.2 Purpose. The Church is formed to support public worship, proclaim the Gospel of Jesus Christ and pursue the mission proclaimed by Christ to care for the world God created and the persons and creatures that inhabit it, through such ministries as may be determined by the Church.

1.3 Governance. This Church is a democracy, its authority vested in its Members, as set forth herein, and the Members hereby adopt the congregational method of decision-making. The Church is subject to the control of no other ecclesiastical body, but enjoys mutual counsel and cooperation with other churches of like faith and order, as determined by the Members.


Article 2
Members
2.1 Candidacy.Any person may become a candidate for membership in the Church. All candidates desiring to become members of the Church shall be presented to the Church for election to membership at any regular Church service for membership based upon:
a. profession of faith and request for baptism,
b. promise of letter from another Baptist Church,
c. statement of conversion and Baptism in a Baptist Church if no letter is obtainable, or
d. by statement of prior conversion and Baptism in a church of another faith; provided that such candidate shall become a candidate for baptism in the Church.
Should there be any dissent as to any candidate becoming a member of the Church, the vote of 2/3 of the Voting Members present shall be required to elect such candidate to membership.

2.2 Voting Members. The determination of Voting Members shall be made in January of each year based on the Church records for the preceding calendar year. Voting Members shall include all Members of the Church age 13 or older who have participated in activities of the Church during the immediately preceding calendar year or who maintain current contact information with the Church Clerk.

Members for whom the Church Clerk no longer has current contact information and who have not participated in activities of the Church during the immediately preceding calendar year shall be referred to as the “Inactive Members.” The names of such Members shall be put on the inactive membership roll.

Church Members under the age of 13 are considered Youth Members and shall not be Voting Members. Upon reaching the age of 13 and receiving instruction on the responsibilities of voting membership, Youth Members who became Members of the Church before the age of 13 shall become Voting Members.

2.3 Church Ordinances. Any individual professing to be on a faith journey with Jesus Christ may participate in the ordinance of the Lord’s Supper administered by the Church.

2.4 Termination of Membership. Membership shall be terminated in the following ways:
a.death of the Member,
b. transfer of membership to another Baptist church, or
c. erasure upon request or proof of membership in a church of another denomination.


Article 3
Meetings and Voting

3.1 Place of Meetings.All meetings of the Members for all purposes will be held at the primary worship facility of the Church or such other location as may be established by majority vote of the Voting Members present at a regular congregational meeting. Members shall be notified of such alternate location in the weekly church bulletin or monthly church newsletter at least 7 days before a meeting to be held in an alternate location.

3.2 Schedule of Meetings.An annual meeting of the Members will be held on the second Sunday of August of each year immediately after the morning worship service or at another date and/or time determined by the Members. At that meeting, the Members will elect the trustees, committees and transact any other business properly brought before the Members. Quarterly congregational meetings will be held to address business matters which arise from time to time on the second Sunday of each calendar quarter immediately after the morning worship service or at such other dates and times determined by the Members.

3.3 List of Members.A complete list, arranged in alphabetical order, of the Members entitled to vote at each quarterly congregational meeting, along with each Voting Member’s address, will be prepared by the Church Clerk at least 7 days before the date of each congregational meeting. The list will be kept on file at the Church office the date of the meeting and will be subject to inspection by any Member at any time during usual hours that the Church office is open.


3.4 Special Meetings.Special meetings of the Members (unless otherwise prescribed by law, the certificate of formation, or these bylaws) may be called by the Church Clerk and will be called by the Church Clerk upon the written request of 10% of the Members entitled to vote. The request will state the purposes of the proposed meeting. Business transacted at all special meetings will be confined to the purposes stated in the notice of the meeting.

3.5 Notice.Notice stating the place, day, and time of any meeting of the Members and, in case of a special meeting, the purposes for which the meeting is called, shall be published in the Church newsletter or Church bulletin not less than 7 nor more than 30 days before the meeting. An agenda will be published in the Church bulletin or available in the Church office and/or foyer at least 7 days before each meeting of the Members. Matters not included in the published agenda may be discussed at a meeting, with the approval of a majority of the Voting Members present. However, no vote shall be held on any matter not on the published agenda for the meeting.

3.6 Quorum. With respect to any matter at a Members’ meeting, the presence in person or by proxy at the meeting of the holders of 25% of the Members entitled to vote will be necessary and sufficient to constitute a quorum for the transaction of business except as otherwise provided by law or these bylaws. If, however, a quorum is not represented at any meeting of the members, the meeting shall be adjourned and rescheduled by the Members with proper notice of the rescheduled date. At a rescheduled meeting at which a quorum is represented, any business may be transacted that might have been transacted at the meeting as originally notified.

3.7 Voting.When a quorum is present at any congregational meeting, the vote of a majority of the Members present and entitled to vote on any question brought before the meeting will be sufficient to decide that question, provided that if the question is one on which by express provision of law or these bylaws a different vote is required, that express provision governs the decision of the question.

3.8 Method of Voting.At any congregational meeting, every Member having the right to vote will be entitled to vote in person or by proxy executed in writing by the Member and bearing a date not more than 1 year before the meeting. Any form of electronic transmission, including telephonic transmission, by the member, or a photocopy, facsimile, or similar reproduction of a writing executed by the Member, will be treated as an execution in writing. Any electronic transmission must contain or be accompanied by information from which it can be determined that the transmission was authorized by the Member. Each proxy must be filed with the Church Clerk before or at the time of the meeting. Voting for Trustees will be in accordance with Article 4 of these bylaws. Voting on any question or in any election may be by voice vote or show of hands unless the presiding officer determines or any Voting Member requests that voting be by written ballot.

3.9 Record Date.The record date for the purpose of determining Members entitled to notice of or to vote at a congregational meeting shall be the date that is 14 days before the meeting.


Article 4
Trustees

4.1 Role of Trustees.The Trustees of the Church are authorized to execute on behalf of the Church any documents required to implement actions authorized by the Members, to present to the Members for approval proposals related to the business of the Church, and to take such other actions related to the business of the Church as the Members may direct.

4.2 Qualification; Election; Term.Each Trustee shall be an active Member of the Church. The Trustees will be elected by plurality vote of the Voting Members present at the annual meeting of the Members, except as hereinafter provided. Each elected Trustee will hold office for a term of six years unless one of the following occurs first: (a) resignation and election of a successor is elected, (b) removal from office by the Members, or (c) death. Each of the current Trustees shall continue to serve until they have completed a 6 year term.

4.3 Number.The number of Trustees of the Church will be three (3) unless changed by the Members at the Annual Meeting of Members. No decrease in the number of Trustees will shorten the term of any incumbent trustee.

4.4 Removal.Any Trustee may be removed with or without cause at any special meeting of members by the affirmative vote of a majority of shares of the Members present in person or represented by proxy at the meeting and entitled to vote for the election of a Trustee, provided that notice of intention to act on the matter has been given in the notice calling the meeting.

4.5 Vacancies.Any vacancy occurring in the Trustees by death, resignation, removal, or any other manner may be filled by an affirmative vote of a majority of the Voting Members present at a scheduled or special meeting of Members which occurs after the occurrence of such vacancy. A Trustee elected to fill a vacancy will be elected for the unexpired term of his predecessor in office.

4.6 Time and Place of Meetings.Regular or special meetings of the Trustees may be held at any place and at such times as the Trustees determine. The Trustees shall meet at least 10 and not more than 30 days before each quarterly congregational meeting to discuss items to be presented at that meeting.

4.7 Annual Meeting.The first meeting of each newly elected Trustees will be held without further notice immediately following the annual meeting of Members and at the same place, unless the Trustees then elected and serving change the time or place by unanimous consent.

4.8 Quorum and Action by Trustees.At all meetings of the trustees the presence of a majority of the Trustees then in office will be necessary and sufficient to constitute a quorum for the transaction of business. The affirmative vote of at least a majority of the Trustees present at any meeting at which there is a quorum will be the act of the Trustees. If a quorum is not present at any meeting of the Trustees, the Trustees present may adjourn the meeting without notice other than announcement at the meeting until a quorum is present.

4.9 Action by Consent.Any action required or permitted to be taken at any meeting of the Trustees or any committee authorized by these bylaws may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all the members of the Trustees or all members of the committee, as the case may be. An electronic transmission by a Trustee or committee member consenting to an action to be taken is considered written, signed, and dated for the purposes of this section if the transmission sets forth or is delivered with information from which the Church; Clerk can determine that the transmission was transmitted by the trustee and the date on which the trustee transmitted the transmission. A consent will have the same force and effect as a unanimous vote at a duly called and held meeting of the Trustees or the committee, as the case may be.


Article 5
Notice

5.1 Form of Notice.Whenever notice is required by law or these bylaws to be given, and if no provision is made as to how notice is to be given, notice may be given in writing, by mail, postage prepaid, addressed to the Member at the address that appears on the Church records, by publication in the Church newsletter or the Church bulletin, by email to an email address provided by the Member or committee member or by any other method permitted by law. Any notice required or permitted to be given by mail will be deemed to be given at the time it is deposited in the United States mail. Notice may also be given by a nationally recognized overnight delivery or courier service and will be deemed delivered when the notice is received by the proper recipient or, if earlier, one day after the notice is sent by the overnight delivery or courier service.

5.2 Waiver.Whenever any notice is required to be given by law or these bylaws, a written waiver signed by the person or persons entitled to notice or a waiver by electronic transmission by the person entitled to notice, given before or after the time stated in the notice, will be equivalent to giving the notice. Attendance of at a meeting will constitute a waiver of notice of that meeting, except when the Member, Trustee, or committee member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

Article 6
Church Officers, Staff, Committees and Teachers

All who serve as officers and staff of the Church and those who serve on standing Church Committees or as Teachers/Leaders of Sunday School, Bible Study or other organized church sponsored classes or groups, other than guest speakers or teachers invited for special activities or events or to assist with Vacation Bible School or other activities, shall be Active Members of this Church.

6.1 Church Leaders. The elected leaders of this Church shall include the Pastor, the Ministerial staff, the Deacons, a Moderator, a Clerk, a Treasurer, the Trustees, teachers and Chairpersons of Church Committees.

6.2 Pastor. The Pastor is responsible for leading the Church to function as a New Testament church. The Pastor will lead the congregation, the organizations and the Church staff to perform their tasks. The Pastor is leader of pastoral ministries in the Church. As such he works with the Deacons and Church staff to lead the Church in the achievement of its mission, the practice of the Church ordinances of Baptism and the Lord’s Supper, proclaim the Gospel to believers and unbelievers, and care for the Church’s members and other persons in the community.

A Pastor shall be chosen and called by the Church whenever a vacancy occurs. The election shall take place at a meeting called for that purpose. A Pastor Selection Committee shall seek out a suitable pastoral candidate, and its recommendation will constitute a nomination. The Pastor Selection Committee, composed of 5-7 members, shall include representatives from both adult and youth Members of the Church who have demonstrated integrity and dedicated service to the ministries of the Church. Any Active Member has the privilege of making other nominations. Election of the Pastor shall be by ballot and an affirmative vote of 2/3 of those present will be necessary for approval. The Pastor, shall serve until the relationship is terminated by his resignation or termination as provided below.

The Pastor may resign the office of Pastor by giving at least 30 days written notice to the Church of the resignation. The Church may terminate the Pastor’s employment at a special meeting called for that purpose upon recommendation of the personnel committee and after 30 days’ notice to the Members and to the Pastor. A quorum of active members is required and vote of 2/3 of the active members present shall be necessary to terminate the Pastor’s employment. Such termination shall be immediate and, except in cases of gross misconduct, the Pastor so terminated shall be entitled to receive 1 month’s compensation within 30 days after such termination.

6.3 Church Staff. The Church staff shall be called and employed as the Members determine the need for such offices. A job description shall be written when the need for a staff member is determined. Each Church staff member shall serve under the direction of the Pastor until the relationship is terminated by the staff member’s resignation or the termination by the Pastor.

6.4 Deacons. Deacons of the church shall be ordained to provide spiritual leadership for and service to the fellowship of the church. All Deacons shall actively support with time and finances, the work of the Lord and the ministries of the Church. All deacons are expected to attend all business meetings of the Church as a matter of example and service. All Deacons are expected to regularly attend Church worship services and perform assigned duties incident to the conduct of the worship services.

The Church shall elect the number of Deacons desired by the Church from time to time. Only those persons who demonstrate integrity, actively support the Church and sincerely endeavor to meet the scriptural qualifications set forth in Acts 6:1-6 and 1Timothy 3: 8-13 and who have been Voting Members of the Church for at least one year shall be elected as Deacons. Elections shall be by plurality of a secret ballot of the Voting Members present at the meeting at which the election is held, provided a quorum is present. Once elected, Deacons shall serve as long as they are faithful to their duties.

There shall be no obligation to recognize a Deacon who comes to this Church from another church of like faith, but after six months as an active member of this Church, the Deacon may be recommended by the Pastor or Deacon body to the Church. A majority vote of the Voting Members present at any regular business meeting, provided a quorum is present, shall entitle the Deacon to serve as a part of the Deacon body of this Church.

6.5 Moderator. The Church shall elect annually a Moderator from the active membership as its presiding officer. In the absence of the Moderator, the chairman of the Deacons shall preside over church meetings. If neither the Moderator nor the chairman of the Deacons is available, any Trustee, Deacon or the Church Clerk may preside at the Church meeting.

The aim of the Moderator must be to bring about unity among people of different views, ideas and convictions. While presiding, the Moderator must: maintain the spirit of Christian love, be fair and courteous to all members, help members understand parliamentary procedures without embarrassment to them, insist that motions be stated and seconded before discussed, encourage full and free debate by members and alternate discussion so as to bring out all sides of a question, respect the minority who has a right to be heard even though the majority must prevail and always take the affirmative vote first and the negative vote second. If the Moderator wishes to debate a question under consideration, the Moderator must ask a substitute moderator to preside.

6.5 Church Clerk. The Church Clerk shall be elected by the Members and shall serve a term of 6 years. Upon election of a successor Church Clerk, the retiring Clerk shall assist for a period of 90 days to effect an orderly transition of Church records. The Clerk or a designated assistant will responsible for keeping a suitable record of all official actions of the Church and recording minutes of the church business meetings. The Clerk or a designated assistant must be present at all regular and special Church business meetings to record the results of matters voted upon. The Clerk will perform like duties for the trustees and committees of the Church when required. The Clerk will give, or cause to be given, notice of all meetings of the members. The Clerk shall maintain a register of names of members with dates of admission, dismissal, death or erasure, the active membership roll, the inactive membership roll and the junior member roll, together with a record of Baptisms and applications of new members who respond to the invitations. The Clerk shall issue letters of transfer of church membership and prepare the annual letter of the church to the local association. All Church records are Church property and shall be kept in the Church office or other secure location approved by the Members.

6.5 Treasurer.The Treasurer shall be elected by the Members and shall serve a term of 6 years. Upon election of a successor Treasurer, the retiring Treasurer shall assist for a period of 90 days to effect an orderly transition of Church records. The Treasurer will have responsibility for the receipt and disbursement of all Church funds, will keep full and accurate accounts of the receipts and disbursements, and will deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Church in the depositories designated by the Members. At each quarterly congregational meeting, the treasurer will provide to the Members an account of the operating results and financial condition of the Church. The Treasurer shall serve on or work closely with the Budget and Finance Committee to develop and recommend to the Church adequate policies and procedures related to receiving, accounting, disbursing and reporting Church funds and maintain records of contributions. An annual account of Church receipts and disbursements shall be prepared by the Treasurer, presented to the Church by the end of the first quarter of the following year and maintained by the Clerk in the church records.

Article 7
Church Committees

The following committees are authorized to serve at the discretion of the Church as needed in its ministry. Each member of a committee shall be Active Members of the Church. Each committee shall include at least 3 members. When presenting nominations to the Members for committee members at the next annual congregational meeting after the adoption of these Bylaws, the Lay Leadership Committee shall designate those members of the committee who will serve for 1 year, 2 years or 3 years before the position will be filled by election of a new committee member. Thereafter, each newly elected committee member shall serve a term of 3 years, with 1/3 of the members of each committee elected each year. Each committee is responsible for having at least one representative at each regularly scheduled business meeting of the Church. Committees should meet as needed to accomplish their assigned responsibilities. Meetings may be held in any manner, at such place and time and with such notice as the committee may determine. Additional committees may be designated by the Members from time to time as needed to fulfill the mission of the Church.

Budget and Finance CommitteeThis committee plans and organizes the yearly budget, monthly reports and expenditures, and deals with other financial issues. It is this committee’s responsibility to present the financial statement to the church at quarterly business meetings. This committee should meet quarterly with the planning of the new budget to begin in the first quarter.

Building and Grounds CommitteeThis committee supervises and maintains the church buildings and grounds and supervises all construction projects related to the church buildings. It should meet as necessary.

Children’s Ministries CommitteeThis committee coordinates children’s activities of the church. It will develop and coordinate an outreach program with children’s Sunday School teachers. It will oversee the leadership of the weekday children’s programs and help coordinate VBS in the summer, including recruitment of teachers. This committee should meet monthly.

Church Council This committee shall be composed by the chairpersons of each of the standing committees and the Pastor. The Church Council shall meet as needed to coordinate activities of the staff and other committees and shall meet each quarter one week before each quarterly congregational meeting to prepare for that meeting. Members of this committee are expected to participate regularly in worship, congregational meetings and other activities of the Church.

Community Ministries Committee This committee oversees and assists the pastor and church secretary in the distribution of all benevolence funds. It is responsible for the distribution of food baskets at Thanksgiving and Christmas. It also promotes and recruits volunteers for the Bosque Valley Food Pantry. This committee will promote and develop ministries for the Valley Mills Care Center.

Hospitality CommitteeThis committee coordinates all the hospitality ministries of the church, including funeral meals, church-wide fellowship meals and other special events.

Lay LeadershipThis committee coordinates, recruits, and nominates members for the various committees, teaching positions and other lay leadership positions of the church. This committee should meet as necessary.

Missions CommitteeThis committee will promote local mission work in the Valley Mills areas as well as explore the opportunities for worldwide mission trips. It will promote and develop FBCVM’s relationship with GAP (Gloria Al Padre) Mexico missions work and be responsible for missions’ education and the promotion of missions’ offerings. This committee should meet prior to each mission emphasis for setting of offering goals and education for that particular mission emphasis.

Personnel Committee This committee will work with other appropriate committees in the selection of any new church staff. It will supervise and review church staff as well as handle any personnel issues that might arise and make recommendations for salary levels for church staff.


Stewardship CommitteeThis committee is responsible for creating awareness among Church members of our Biblical responsibility to serve the Lord through the resources He has entrusted to us.

Sunday Ministries Committee This committee is responsible for scheduling greeters and ushers for church services. It is also responsible for the ordinances of the church. These ordinances are baptism and communion. For baptisms the committee will operate the baptistery including the maintenance of robes and towels. For communion this committee will help with the juice and bread if help is needed.

Touch Ministry Committee This committee will organize and assist in writing notes and making phone calls to minister to both prospective church members and current church members who need a “touch” from the church. This committee will develop and promote an outreach ministry for the church working with the Sunday School classes. This committee will also be involved in the prayer ministry of the church. This committee should meet weekly.

Youth Council This committee will work with the youth minister to develop a strong youth program. It will provide a support structure for the youth minister and music minister, along with the pastor, in the form of supervision, gathering of ideas, and communication with the church congregation about the youth ministries. This committee will aid the youth minister in raising funds for the youth ministries. This committee should meet monthly.



Article 8
General Provisions

8.1 Dividends Prohibited. No part of the net income of the Church shall inure to the benefit of any private individual and no dividend shall be paid and no part of the income of the Church shall be distributed to its Members, Trustees or officers. The Church may pay compensation in a reasonable amount to its staff and officers for services rendered.

8.2 Telephone and Similar Meetings. Members, trustees, and committee members may participate in and hold meetings by means of conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting. Participation in such a meeting will constitute presence in person at the meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting had not been lawfully called or convened.

8.3 Books and Records.The Church will keep correct and complete books and records of account and minutes of the proceedings of its Members and Trustees and will keep at its registered office [Applies to corporation only] or principal place of worship, or at the office of the Church Clerk, a record of its Members, giving the names and addresses of all Members.

8.4 Fiscal Year.The fiscal year of the Church will beginning on April 1st of each year and end on March 31 or the following calendar year.

8.5 Indemnification.The Church will indemnify its trustees, committee members, staff and volunteers to the fullest extent permitted by the Texas Business Organizations Code and may, if and to the extent authorized by the Members, indemnify any other person whom it has the power to indemnify against liability, reasonable expense, or any other matter whatever.

8.6 Insurance.The Church may at the discretion of the Members purchase and maintain insurance on behalf of the Church and any person whom it has the power to indemnify pursuant to law or these bylaws, or otherwise.

8.7 Resignation. Any staff member, trustee, committee member or other agent of the Church may resign by giving written notice to the Pastor or the Church Clerk. The resignation will take effect at the time specified in the resignation or immediately if no time is specified. Unless otherwise specified, acceptance of the resignation will not be necessary to make it effective.

8.8 Conflicts of Interest. No Member shall vote to authorize a transaction between the Church and the Member or an entity in which the Member is an officer or owns, directly or indirectly, a majority of the financial or voting interest. However, a contract or transaction between the Church and one or more of its Members between the Church and any other entity in which one or more of the Church’s Members is an officer or has a financial interest will not be void or voidable; provided (i) the material facts of the relationship or interest and of the contract or transaction are disclosed or are known to the Members, and the Voting Members authorize the contract or transaction majority of the Voting Members present at a meeting, assuming a quorum is present; (ii) the contract or transaction is fair as to the Church as of the time it is authorized, approved, or ratified by the Voting Members.


8.9 Amendment of Bylaws.These bylaws may be altered, amended, or repealed at any meeting of the Active Members at which a quorum is present, by the affirmative vote of a majority of the Active Members at such a meeting.

8.10 Invalid Provisions.If any part of these bylaws is held invalid or inoperative for any reason, the remaining parts, as far as possible and reasonable, will be valid and operative.

8.11 Relation to Certificate of Formation.These bylaws are subject to and governed by the certificate of formation. [Applies only to incorporated entity]

8.12 Section Headings.The headings contained in these bylaws are for reference purposes only and will not affect in any way the meaning or interpretation of these bylaws.

8.13 Gender and Number of Words.When the context requires, the gender of all words used in these bylaws includes the masculine, feminine, and neuter, and the number of all words includes the singular and the plural.

Article 9
Operation and Dissolution

The Church is organized and operated primarily for the purpose of engaging in religious worship and promoting the spiritual development and well-being of individuals, It is to be operated in a way that does not result in the accrual of distributable profits, realization of private gain resulting from payment of compensation in excess of a reasonable allowance for salary or other compensation for services rendered, or realization of any other form of private gain. The Church pledges its assets for use in performing the organizations religious and charitable functions. Upon the discontinuance or dissolution of the Church, all assets of the Church are to be transferred to another charitable, educational, religious or other similar organization that is qualified as a charitable organization under Section 501(c) (3) of the Internal Revenue Code, as amended. [Required by IRS 501(c) (3) for all non-profit entities]

The undersigned, being the duly elected and qualified Church Clerk, hereby certifies that the foregoing Bylaws of First Baptist Church of Valley Mills, Texas were duly adopted by the Church on _________________, 2009


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