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Church Bylaws

Constitution and Bylaws of

NEW SALEM
Missionary Baptist Church
2186 Hawkins Mill Road, Memphis, Tennessee 38127 

Adopted January 30, 2022 

 

 

 

 

 

Table of Contents 

Articles of Faith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

Rules of Church Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

The Church Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

Church  Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4

      Article  I.  Name and Purpose . . . . . . . . . . . . . . . . . . .    4

      Article  II.  Church Membership . . . . . . . . . . . . . . . . . .   4
      Article  III.  Business  Meetings  . . . . . . . . . . . . . . . . . .   6
      Article  IV.  Deacons . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
      Article  V.  Trustees . . . . . . . . .  . . . . . . . . . . . . . . . . . . .   9
      Article  VI.  Joint Board . . . . . .   . . . . . . . . . . . . . . . . . . . 11
      Article  VII.  Senior Pastor .    .  . . . . . . . . . . . . . . . . . . .  13
      Article  VIII.  Committees .    .    . . . . . . . . . . . . . . . . . .   14
      Article  IX.  Indemnification . . . . . . . . . . . . . . . . . . . . . . 14

      Article  X.  Sexual Harassment and Discrimination . . 15

      Article XI. Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

 Conflict of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLES OF FAITH 

I. THE SCRIPTURES 
We believe the Holy Bible was written by man divinely inspired, and is a perfect treasure of heavenly instruction; that God is its author, salvation for its end and truth without any mixture of error for its matter; that it reveals principles by which God will judge us, and therefore is, and shall remain to the end of the world, the true center of Christian union and the supreme standard by which all human conduct, creeds and opinions shall be tried. 
II. THE TRUE GOD 
We believe the Scriptures teach there is one and only one, living and true God, an infinite, intelligent Spirit, whose name is Jehovah, the Maker and Supreme Ruler of heaven and earth; inexpressibly glorious in holiness, and worthy of all possible honor, confidence and love; that in the unity of the Godhead there are three persons, the Father, the Son and the Holy Ghost; equal in every divine perfection and executing distinct but harmonious offices in the great work of redemption. 
III. THE FALL OF HUMANITY 
We believe the Scriptures teach that man was created in holiness, under the law of his Maker; but by voluntary transgressions fell from that holy and happy state, in consequence of which all mankind are now sinners, not by constraint but choice; being by nature utterly void of that holiness required by the law of God, positively inclined to evil; and therefore under just condemnation to eternal ruin, without defense or excuse. 
IV. THE WAY OF SALVATION 
We believe the Scriptures teach that Salvation of sinners is wholly of grace; through the mediatorial offices of the Son of God; who by the appointment of the Father, freely took upon Him our nature, yet without sin; honored the divine law by His personal obedience, and by His death made a full atonement for our sins; having risen from the dead, He is now enthroned in heaven; and uniting in His wonderful person the tenderest sympathies with divine perfections, He is in every way qualified to be a suitable, compassionate and all-sufficient Savior. 
V. JUSTIFICATION 
We believe the Scriptures teach that the great Gospel blessing which Christ secures to such as believe in Him is justification; justification includes the pardon of sin and the promise of eternal life on principles of righteousness; it brings us into a state of most blessed peace and favor with God, and secures every blessing needful for time and eternity. 
VI. THE FREENESS OF SALVATION 
We believe the Scriptures teach that the blessings of salvation are made free to all by the Gospel; that it is the immediate duty of all to accept them by cordial, penitent and obedient faith; and that nothing prevents the salvation of the greatest sinner on earth, but his own determined depravity and voluntary rejection of the Gospel; which rejection involves Him in an aggravated condemnation. 
VII. REGENERATION 
We believe the Scriptures teach that in order to be saved, sinners must be regenerated or born again; that regeneration consists in giving a holy disposition to the mind that is affected in a manner above our comprehension by the power of the Holy Spirit in connection with divine truth, so as to secure our visionary obedience to the Gospel; and that its proper evidence appears in the holy fruits of repentance and faith, and newness of life. 
VIII. REPENTANCE AND FAITH 
We believe the Scriptures teach that repentance and faith are sacred duties and also inseparable graces, wrought in our souls by the regenerating Spirit of God; whereby being deeply convinced of our guilt, danger, and helplessness and of the way of salvation by Christ, we turn to God with unfeigned contrition, confession, and supplication for mercy; at the same time heartily receiving the Lord Jesus Christ as our prophet, priest and king, and relying on him alone as the only and all-sufficient Savior. 

IX. GOD’S PURPOSE OF GRACE 
We believe the Scriptures teach that election is the eternal purpose of God, according to which He graciously regenerates, sanctifies and saves sinners; that being perfectly consistent with the free agency of man, it comprehends all the means in connection with the end, that it is a most glorious display of God’s sovereign goodness, being infinitely free, wise, holy and unchangeable; that it utterly excludes boasting and promotes humility, love, prayer, praise, trust in God and active imitation of His free mercy; that it encourages the use of means in the highest degree; that it may be ascertained by its effects in all who truly believe the Gospel; that it is the foundation of Christian assurance; and that to ascertain it with regard to ourselves demands the utmost diligence. 

X. SANCTIFICATION 
We believe the Scriptures teach that Sanctification is the process by which, according to the will of God, we are made partakers of His holiness; that it is a progressive work; that it is begun in regeneration; and that it is carried on in the hearts of believers by the presence and power of the Holy Spirit, the Sealer and Comforter, in the continual use of the appointed means, especially the Word of God, self-examination, self-denial, watchfulness and prayer. 

XI. PERSEVERANCE OF SAINTS 
We believe the Scriptures teach that such only are real believers as endure to the end; that their persevering attachment to Christ is the grand mark which distinguishes them from superficial professors; that a special Providence watches over their welfare; and they are kept by the power of God through faith unto salvation. 

XII. THE LAW AND GOSPEL 
We believe the Scriptures teach that the Law of God is the eternal and unchangeable rule of His moral government; that it is holy, just and good; and that the inability which the Scriptures ascribe to fallen men to fulfill its precepts, arise entirely from their love of sin; to deliver them from which, and to restore them through a Mediator to unfeigned obedience to the holy Law, is one great end of the Gospel and of the Means of Grace connected with the establishment of the visible church. 5 

XIII. A GOSPEL CHURCH 
We believe the Scriptures teach that a visible church of Christ is a congregation of baptized believers, associated by covenant in the faith and fellowship of the Gospel; observing the ordinances of Christ; governed by His laws; and exercising the gifts, rights and privileges invested in them by His Word; that its only scriptural officers are Bishops or Pastors, and Deacons whose qualifications, claims and duties are defined in the Epistles to Timothy and Titus. 

XIV. BAPTISM AND THE LORD’S SUPPER 
We believe the Scriptures teach that Christian’s baptism is the immersion in water of a believer, into the name of the Father, and Son and Holy Ghost; to show forth in a solemn and beautiful emblem, our faith in the crucified, buried and risen Savior, with its effect, in our death to sin and resurrection to a new life; that it is prerequisite to the privileges of a church relation; and to the Lord’s Supper, in which the members of the church, by the sacred use of bread and wine, are to commemorate together the dying love of Christ; preceded always by solemn self-examination. 

XV. THE CHRISTIAN SABBATH 
We believe the scriptures teach that the first day of the week is the Lord’s Day or Christian Sabbath, and is to be kept sacred to religious purposes both private and public, and by preparation that rest remaineth for the people of God. 

XVI. CIVIL GOVERNMENT 
We believe the Scriptures teach that civil government is of divine appointment, for the interest and good order of human society; and magistrates are to be prayed for, conscientiously honored and obeyed; except only in things opposed to the will of our Lord Jesus Christ, who is the only Lord of the conscience, and the Prince of the Kings of the earth. 
XVII. RIGHTEOUS AND WICKED 
We believe the Scriptures teach that there is a radical and essential difference between the righteous and the wicked; that such only as through faith are justified in the name of the Lord Jesus and sanctified by the Spirit of our God, are truly righteous in His esteem; while all such as continue in impenitence and unbelief are in His sight wicked and under the curse; and this distinction holds among people both in and after death. 

XVIII. THE WORLD TO COME 
We believe the scriptures teach that the end of the world is approaching; at the last day, Christ will descend from heaven, and raise the dead from the grave for final retribution; a solemn separation will then take place; the wicked will be adjudged to endless punishment and the righteous to endless joy; and this judgment will fix forever the final state of humanity in heaven or hell, on principles of righteousness. 

 

RULES OF CHURCH ORDER 
                   1.  Let all things be done decently and in order - 1 Corinthians 14:40 
                   2.  Let all things be done with charity - 1 Corinthians 16:14 
                   3.  Let all things be done to edify Him - 1 Corinthians 14:26 
                   4.  Do all in the name of the Lord Jesus - Colossians 3:17 

THE CHURCH COVENANT 

HAVING BEEN LED, as we believe, by the Spirit of God, to receive the Lord Jesus Christ as our Savior, and on the profession of our faith, having been baptized in the name of the Father, and of the Son, and of the Holy Spirit, we do now in the presence of God, angels and this assembly, most solemnly and joyfully enter into covenant with one another, as one body in Christ. 

WE ENGAGE, therefore, by the aid of the Holy Spirit, to work together in Christian love; strive for the advancement of this Church, in knowledge, holiness and comfort; promote its prosperity and spirituality; sustain its worship, ordinances, disciplines and doctrines; contribute cheerfully and regularly to the support of the ministry, the expense of the Church, relief of the poor and spreading of the gospel throughout all nations. 

WE ALSO ENGAGE to maintain family and secret devotions; religiously educate our children; seek the salvation of our kindred and acquaintances; walk circumspectly in the world; be just in our dealings, faithful in our engagements and exemplary in our deportment; avoid all gossiping and excessive anger; abstain from drunkenness; and be zealous in our efforts to advance the kingdom of our Savior. 

WE FURTHER ENGAGE to watch over one another in brotherly/sisterly love; remember each other in prayer; aid each other in sickness and distress; cultivate Christian sympathy in feeling and courtesy in speech; be slow to take offense, but always ready for reconciliation, and mindful of the rules of our Savior to secure it without delay. 

WE MOREOVER ENGAGE that when we remove from this place, we will as soon as possible, unite with another church where we can carry out the spirit of this covenant and the principles of God's Word.

CHURCH BYLAWS 

ARTICLE I.  NAME AND PURPOSE
The Church shall be known as New Salem Missionary Baptist Church, located at 2186 Hawkins Mill Road, Memphis, Tennessee 38127. The Church exists exclusively for religious, charitable, and educational purposes under section 501(c)(3) of the Internal Revenue code or any future federal tax code.
 
ARTICLE II.  CHURCH MEMBERSHIP 

SECTION 1. QUALIFICATIONS FOR LOCAL MEMBERSHIP 
Membership in the church is a sacred responsibility and involves full commitment to Jesus Christ and to the purposes of the church.  Each member is expected to practice faithful discipleship as taught in the New Testament and to strive for the realization of the ideals set for in the Church Covenant.  Individuals who meet the following scriptural and church requirements shall be eligible for membership in New Salem Missionary Baptist Church (hereinafter, "the Church"). 

The scriptural requirements include: 
   1. Making a personal confession and commitment of faith in Jesus Christ for salvation (born again); 
   2. Submitting to the ordinance of baptism by immersion as a public testimony of salvation if not already
            baptized by immersion by the hands of an ordained Baptist minister; 
   3. Supporting the testimony of the Church by faithfully attending Sunday worship, maintaining a Godly
            and holy lifestyle, and giving consistently; 
   4. Cooperating in the responsibility and work of the Church through praying for its spiritual and numerical
          growth, evangelizing the lost, inviting the un-churched to attend and acting in love toward other
          members; 
   5. Serving the Church by understanding and discovering his or her spiritual giftedness and being
            equipped by the pastor(s) to serve the local body, the community, the world. 

The Church requirements include: 
   1. Completing an Application for Membership under either of the following methods: 
               a. As a candidate for baptism; 
               b. As a transfer by letter from a previous church and previously baptized by an ordained Baptist
                           Minister; or 
               c. By rededication / Christian experience
2. Completing the Church's Membership classes within 180 days from the date of Application for
        Membership. 

SECTION 2. MEMBERSHIP DEFINED 
Membership in the Church is important and valuable. Membership affords certain rights, responsibilities and privileges to the members of the church, as set forth in the current Membership Handbook. This section outlines the church's three categories of membership. Any 8 dispute with regard to an assigned membership category will be resolved by the Pastor(s) and Deacons. 

2.1 Active Member 
An "Active Member" is qualified to vote in all business meetings of the Church, and to receive privileges from the Church as set forth in the Membership Handbook. Any individual who meets all of the following criteria shall be considered an "Active Member": 

        1. Meets the scriptural and Church requirements for membership as outlined in Section 2 of this Article; 
       2. Consistently gives to the church (a minimum of $520 per year - except school students); and 
       3. Regularly attends worship service, unless physically unable to do so.

Active Members are expected to be faithful in all the duties essential to the church membership: to habitually attend the worship services of the church, to contribute regularly for its support and its causes, and to share in its organized work.

 

2.2 Inactive Member 
An "Inactive Member" is not qualified to vote in the business meetings of the Church, nor to receive the privileges of the Church as set forth in the Membership Hand book. An individual who meets any one (1) of the following criteria shall be considered an "Inactive Member": 

        1. Has moved away from the community and no longer able to attend and/or serve the Church; 
       2. Has for any cause, except physical inability, been absent from regularly attending worship service
                    for a period of 180 days or more; or 
       3. Has not contributed to the Church treasury for a period of 180 days or more. 

Members of the Church who fail to attend any of its services or to contribute to its support for 6 months, except for ill health, confinement, or other valid reasons shall be classified as inactive members.  Inactive members can neither hold elected office nor vote on church matters.  Any person on the Inactive Member Roll for more than 185 days will be automatically purged from the church roll.

2.3 Sick and Shut-in Member 
A "Sick and Shut-In Member" is not qualified to vote in the business meetings of the Church, but may receive the privileges of the Church as set forth in the Membership Hand book.  These are members who are unable attend any of its services due to ill health, confinement, or other valid reasons.  Sick and Shut-in members may not hold an elected office. Such members, however, are expected to consistently give to the church (a minimum of $520 per year) and maintain contact with the church. The church will provide communion services and maintain regular visitation and prayer for all Sick and Shut-in members.

2.4 Watch Care Member 
A "Watch Care Member" has all of the rights and privileges of an Active Member, with the exception of attending and voting in the business meetings of the Church. An individual who meets all of the following criteria shall be considered a "Watch Care Member": 
       1. Currently belongs to another church; 
       2. Temporarily resides in the Church community; and 
       3. Wishes to be under the care of the Church.

Watch Care Members are eligible to participate in all church worship, fellowship, and missionary activities.  They are able to serve as non-voting members in lay ministries but are not allowed to hold leadership positions.

SECTION 3.  MEMBERSHIP RIGHTS 
Membership does not afford any member with property, contractual, or civil rights based on principles of democratic government. Although the general public is invited to all of the Church’s worship services, the church property remains private property. The Senior Pastor (or in his absence, an individual designated by the board of deacons) has the authority to suspend or revoke the right of any person, including a member, to enter or remain on church property. If after being notified of such a suspension or revocation, the person enters or remains on church property, the person may, in the discretion of the Senior Pastor (or in his absence, an individual designated by the board of deacons), be treated as a trespasser. 

No individual member or group has the authority to contractually obligate the church or use the church name without the expressed permission of the Pastor and/or Executive Board.

SECTION 4. DISCIPLINE AND RESTORATION OF MEMBERS 
The policy of church discipline and restoration is derived from the teachings of scripture (Matt. 18:15-17). Any member of the Church who (1) persists in serious behavior or doctrinal error contrary to scriptures, (2) no longer conforms to the qualifications for membership, or (3) willingly causes discord within the Church by word or action, in spite of repeated warnings and admonition, shall be subject to church discipline. No action shall be taken until patient and persistent effort has been made to win such member back to the standard of faith and conduct of the Church.

 

 


4.1 Process of Discipline 
In accordance with Matthew 18:15-18, if any member of the Church has knowledge of another member's unbiblical beliefs or conduct, it shall be the duty of the member with knowledge to privately approach and communicate the error to the offending member. (If the member feels uncomfortable, that member should seek guidance from a Church officer.) 

If the offending member does not repent of the offense after being privately approached, then the process of discipline shall be carried out in the following manner: 
       1.    The member with knowledge of the offense shall privately approach the offending member again, accompanied by one or two witnesses, seeking the repentance of the offending member. If the offending member does not repent, then the process of discipline shall continue in the manner set forth in Section 5.2.2 of this Article. 
       2.    The members with knowledge of offense, who contacted the offending member, shall contact the Pastor(s) and/or deacon board with the details of the offending member's beliefs or conduct. The Pastor(s), Deacon Board Chair, and one or two more deacons shall contact the offending member seeking more information, and his or her repentance if the sin is confirmed. If the member refuses to repent, then the Deacon Board shall either revoke the membership of the offending member, or develop another method of discipline.

During the entire discipline process, the officers and members involved must continually pray for the offending member's repentance and restoration of membership. 

4.2 Confidentiality of Discipline 
All persons involved in the discipline process of an offending member are required to keep the process completely confidential. 

SECTION 5. TRANSFER OF MEMBERSHIP 
Any Active Member who wishes to transfer his or her membership to another church shall inform the Church so that a letter of recommendation may be given to the member in question. 


ARTICLE III. BUSINESS MEETINGS 

SECTION 1. ANNUAL BUSINESS MEETING 
The annual business meeting of the Church shall take place each December or no more than 30 days thereafter. The meeting shall be held at the church building. The business that shall be conducted at the annual business meeting includes adoption of the annual church budget, election of officers, adoption of any amendments to the Church Bylaws, and any other business as may be appropriate. 

Section 1.1  Notice of the Annual Business Meeting 
Notice of the annual business meeting shall be given to the church membership no less than two (2) consecutive Sundays prior to said meeting. Notice of the annual business meeting shall be given in either of the following manners, which shall be deemed reasonable methods of notice for the annual business meeting: 
       1. By including notice of the meeting in the church bulletin at a regular Sunday worship service; or 
       2. By orally announcing the meeting to the congregation in attendance at a regular Sunday worship
                service. 

Section 1.2  Required Content of Notice of Annual Business Meetings. 
Notice of the annual business meeting shall include the time and place of the meeting. 

Section 1.3  Review of Proposed Annual Budget 
The proposed annual budget must be presented for review to the eligible voting members no later than the annual business meeting. 

Section 1.4  Election of Officers 
During election of officers, eligible voting members will be given the choice of group or individual election of officers. 

SECTION 2.  QUARTERLY MEETINGS 
Quarterly church meetings shall be held during the following months, or soon thereafter: April, July and October. (The annual business meeting in December shall also serve as a quarterly meeting.) The business that shall be conducted at quarterly church meetings includes review of the budget, and any other business as may be appropriate. 

Section 2.1  Notice of a Quarterly Meeting 
Notice of a quarterly meeting shall be given to the church membership no less than two (2) consecutive Sundays prior to said meeting. Notice of a quarterly meeting shall be given in either of the following manners, which shall be deemed reasonable methods of notice for a Quarterly Business Meeting: 
       1. By including notice of the meeting in the church bulletin at a regular Sunday worship service; or 
       2. By orally announcing the meeting to the congregation in attendance at a regular Sunday worship
                service. 

Section 2.2  Required Content of Notice of Quarterly Meetings. 
Notice of a quarterly meeting shall include the time and place of the meeting. 

SECTION 3.  SPECIAL BUSINESS MEETINGS 
A "special business meeting" is a meeting to transact business that cannot wait until a quarterly or annual church business meeting. Special business meetings may be called at any time to address any business matter in either of the following ways: (1) at the request of the Senior Pastor; (2) at the request of the Joint Board Chair; (3) by a majority vote of the deacon board; or (4) with a written request addressed to the joint board of not less than twenty-percent of the eligible voting members of the Church. 

Section 3.1  Notice of Special Business Meetings. 
Notice of a special business meeting shall be given to the church membership no less than two (2) consecutive Sundays prior to said meeting. Notice of a special business meeting shall be given in either of the following manners, which shall be deemed reasonable methods of notice for a special business meeting: 
       1. By including notice of the meeting in the church bulletin at a regular Sunday worship service; or 
       2. By orally announcing the meeting to the congregation in attendance at a regular Sunday worship
                service.

Section 3.2  Required Content of Notice of Special Business Meetings. 
Notice of a special business meeting shall include the time, place, and purpose of said meeting. The only business that shall be conducted at a special business meeting are such business matters specifically stated in the notice. 

SECTION 4. VOTING ELIGIBILITY 
In order to be considered an eligible voting member, said member must meet the following requirements: (1) be an Active Member of the Church, and (2) be at least 18 years of age. 

SECTION 5. VOTING 
Church action on each matter being voted upon shall require a concurrence of a majority of the eligible voting members present at an annual, quarterly, or special business meeting, unless provided otherwise in these Bylaws. Eligible voting members will be allowed to vote in person or may be allowed to vote by absentee ballot on those issues which are identified prior to the meeting.

SECTION 6. – QUORUM 
A "quorum" is the minimum number of eligible voting members (Active Members that are at least 18 years of age) required to be present at an annual, quarterly, or special business meeting in order to transact business. For the purpose of transacting business, the eligible voting members that are present at an annual, quarterly, or special business meeting, shall constitute a quorum, unless provided otherwise in these Bylaws. 

SECTION 7.  RULES OF ORDER TO GOVERN ALL MEETINGS 
Unless stated otherwise in these Bylaws, the latest edition of Robert’s Rules of Order shall be the accepted pattern for transacting church business in all annual, quarterly, and special meetings. 

SECTION 8.  PRESIDING OFFICIAL 
The Senior Pastor shall moderate all church business meetings. In his absence, the following order of succession shall apply: (1) the Assistant Pastor, (2) Deacon Board Chair, and (3) Trustee Board Chair. 


ARTICLE IV.  DEACONS 
GENERAL SCOPE
 
Deacons are the servant-ministers of the Church. Their purpose is to relieve the pastor(s) of the multitude of practical duties of caring for the flock. No specific, on-going deacon roles are mentioned in Scripture, probably because service needs change, and so the role of the deacons must remain flexible. Perhaps this is why qualifications for deacons are stressed in Scripture rather than specific tasks. Deacons are to give their primary attention toward caring for the congregation’s physical welfare. 

Deacons have the honor of modeling, for the local Church and the lost world, God’s compassion, kindness, mercy, and love. As the Church compassionately cares for people’s needs, the world sees a visible display of Christ’s love, which will draw some people to the Savior. Deacons are to be an example of commitment, unity, and harmony in their service. 

SECTION 1.  QUALIFICATIONS 
Deacons must possess the scriptural qualifications stated in I Tim. 3:8-10, 12-13* 
       1) A man of dignity.                                             2) Not double tongued. 
       3) Not fond of sordid gain.             4) Holds to the mystery of faith with a clear conscience. 
       5) Must be tested.                                                 6) Beyond reproach. 
       7) Husband of one wife.                         8) Good managers of their children and their households. 
   10) Must have a wife that is honest, sober and faithful. 

Additionally, deacons must be Active Members of the Church and spiritually qualified to serve as a deacon by tithing at the Church, attending Sunday morning worship at least 40 weeks per year, and demonstrating their commitment to growing as a follower of Christ and to the fellowship of the Church by attending 75% of the Sunday School or Bible Study classes offered each year. 

The interpretation of scripture held by pastoral leadership at New Salem holds the position that a deacon can be single or divorced. Scripture implies that the deacon can only have one spouse at a time and must be faithful to that spouse. Similarly, the proviso that deacons be good managers of their children and households does not necessitate that deacons be parents. Each of these biblical qualifications for a deacon are centered on personal character rather than stage of life.

SECTION 2.  SELECTION PROCESS 
When there is a need for deacons, as demonstrated in Acts 6:1-7, the Senior Pastor, after consultation with the Deacon Board Chair, will make his recommendation to the Church for a deacon-in-training at the annual business meeting. 

2.1  Exclusivity of Board Service 
Any person to be considered as a deacon cannot serve simultaneously as a trustee. Any person serving on both boards at the time of adopting these bylaws will be grandfathered indefinitely. He or she will be able at his or her desire to continue to be eligible for re-election provided all other requirements are met.

2.2  Reciprocity of Deaconship 
The Church is not obligated to recognize any member as an Active Deacon, simply because he or she served as a deacon in a previous congregation. 

SECTION 3.  TRAINING AND EDUCATION 
Special training is required to serve as a deacon. He or she will complete one year minimum of training. The training will be conducted by the Senior Pastor and/or his designee. The Senior Pastor will determine if the training should extend beyond one year.

SECTION 4.  ORDINATION 
Prospective deacons will not be ordained until the Senior Pastor, after consultation with the Deacon Board Chair, determines that the prospective deacon candidate is ready. After the completion of their training, deacon candidates will be ordained by the Senior Pastor in the presence of the membership.

 


SECTION 5. - DUTIES AND RESPONSIBILITIES 
The deacons are to effectively and carefully administer the Church’s charitable activities. Although they meet, in many ways, the spiritual needs of those they serve, their primary service is related to physical needs. Specific duties include, but are not limited to: 
       1) Administering the benevolent fund in accordance with the current Benevolence Policy. 
       2) Assisting the Senior Pastor in the preparation and serving of the Lord’s Supper in service and
       visitation. 
       3) Visiting and reporting on the sick and shut-in members.
       4) Appointing a search committee to seek the Lord's will regarding the Senior Pastor, in the event the
       Church is without a senior pastor. 
       5) Meeting regularly to discuss the fulfillment of the duties and responsibilities of deacons. Scheduling
        of meetings is determined by the chairman of the deacon board. 
       6) Performing any other duties and/or responsibilities as determined by the Deacon Board Chair. 

SECTION 6.   SPECIAL QUALIFICATIONS FOR THE DEACON BOARD CHAIR  
In addition to the previously stated requirements, the Deacon Board Chair, because of his or her additional duties and responsibilities, must also meet the following additional requirements: 
       1) Exhibits leadership ability;     
       2) Possesses communications skills indicative of a leader; 
       3) Organizes and initiates activities; 
       4) Possesses cognitive ability to make intelligent decisions; 
       5) Motivates, directs and organizes board; 
       6) Has a firm understanding of biblical principles; 
       7) Participates in the training of future deacons; 
       8) Leads by example; 
       9) Has a firm understanding of financial reports; 
10) Is knowledgeable of all Church Bylaws, rules, regulations and infrastructure; and 
11) Understands Robert's Rules of Order. 

SECTION 7. - DISCIPLINARY REMOVAL 
Any deacon may be removed from office if he or she becomes scripturally or spiritually unqualified as outlined in Section 1 of this Article, or his or her inability to serve is established in the minds of the deacon board and/or the congregation. The deacon board and/or congregation has the right to rebuke a deacon due to a continuing sin based on I Tim. 5:19-20. The congregation has the right to remove a deacon in a special or quarterly business meeting with a majority vote. 

SECTION 8. - DEACON EMERITUS 
A "deacon emeritus" is an honorary position reserved for those who have amassed years of repeated service but are no longer willing and/or capable of fulfilling all the responsibilities of a deacon, as recommended by the deacon board and the Senior Pastor. Because of his or her wisdom and valuable experience, the deacon emeritus shall continue to support the deacon board in an advisory capacity without voting rights

 

ARTICLE V.  TRUSTEES 
GENERAL SCOPE
 
While Scripture indicates that pastors bear the ultimate responsibility for the watch care of the Church, it does allow for the delegation of responsibilities. The church is also able to realize significant benefits by being designated as a 501(d) organization by the Internal Revenue Service. For these reasons, the pastor(s) and congregation of the Church have specifically delegated to the Trustee Board the governance responsibility of the legal, financial, business, and property matters of the Church. 

The Trustee Board shall create whatever supporting committees it deems appropriate to carry out its responsibilities, and to fulfill any requirements necessary for the Trustee Board members to act as legal representatives of the Church. 

SECTION 1.  QUALIFICATIONS 
Trustees must be Active Members of the Church. The scriptural qualifications for trustees are the same as those for deacons as noted in Article IV, Section 1.  Additionally, trustees must be spiritually qualified to serve as a trustee by tithing at the Church, attending Sunday morning worship at least 40 weeks per year, and demonstrating their commitment to growing as a follower of Christ and to the fellowship of the Church by attending 75% of the Sunday School or Bible Study classes offered each year. 

SECTION 2.  SELECTION PROCESS 
When there is a need for a trustee, the Trustee Board Chair, after consultation with the Senior Pastor, will make the recommendation to the Church at the annual business meeting with the exception of extreme emergency as defined by the Senior Pastor and Trustee Board Chair. 

2.1  Exclusivity of Board Service 
Any person to be considered as a trustee cannot serve simultaneously as a deacon. Any person serving on both boards at the time of adopting these bylaws will be grandfathered indefinitely. He or she will be able at his or her desire to continue to be eligible for re-election provided all other requirements are met. 

2.2  Reciprocity of Trustee Membership 
The Church is not obligated to recognize any member as an Active Trustee, simply be cause he or she served as a trustee in a previous congregation. 

SECTION 3.  TRAINING AND EDUCATION 
It is the responsibility of the Senior Pastor and the Trustee Board Chair to ensure that all new trustees receive spiritual and procedural training. He or she will complete one year minimum of training. The training should be conducted as outlined in the Trustee Manual which is to be written by the Trustees. 


SECTION 4.  DUTIES AND RESPONSIBILITIES 
The specific governance duties and responsibilities of the trustee board include, but are not limited to: 
       1)    Assisting the Senior Pastor in the administrative oversight of the Church. To determine and ensure that all of the administrative committees of the Church are performing their designated responsibilities. 
       2) Overseeing and developing all legal, financial and executive-related committees, which include
                reviewing and updating the fiscal policies, procedures, and responsibilities of these committees. 
       3)    Properly exercising a fiduciary duty to the Church in all legal, financial and executive matters.  Anything in excess of paying normal day-to-day bills must be brought before the joint board before final decision is made. 
       4)    Executing all legal documents relative to contracts, Church property and other business matters as conditioned by these Bylaws. 
       5) Participating in the strategic planning of the Church. 
       6) Implementing and overseeing effective risk management policies and procedures. 
       7) Properly maintaining accurate books and financial records of the Church. 
       8)    Overseeing the maintenance of accurate contribution records of contributors, and preparing contribution statements for contributors. 
       9) Overseeing the maintenance of church membership records. 
10) Overseeing the maintenance of the written minutes of all church business meetings. 
11) Attending scheduled meetings as determined by the Trustee Board Chair. 
12) Performing any other duties and/or responsibilities as determined by the Trustee Board Chair. 

SECTION 4.  SPECIAL QUALIFICATIONS FOR THE TRUSTEE BOARD CHAIR 
In addition to the previously stated requirements, the Trustee Board Chair, because of his or her additional duties and responsibilities, must also meet the following additional requirements: 
       1) Exhibits leadership ability; 
       2) Possesses communications skills indicative of a leader; 
       3) Organizes and initiates activities; 
       4) Possesses cognitive ability to make intelligent decisions; 
       5) Motivates, directs and organizes the trustee board; 
       6) Has a firm understanding of biblical principles; 
       7) Participates in the training of future trustees; 
       8) Leads by example; 
       9) Has a firm understanding of financial reports; 
10) Is knowledgeable of all Church Bylaws, rules, regulations and infrastructure; and 
11) Understands the Robert's Rules of Order. 

SECTION 5.  DISCIPLINARY REMOVAL 
Any trustee may be removed from office if he or she becomes scripturally or spiritually unqualified, as outlined in Section 1 of this Article, or his or her inability to serve is established in the minds of the trustee board and/or the congregation. The trustee board and/or congregation has the right to rebuke a trustee due to a continuing sin based on I Tim. 5:19-20. The Trustee Board has the right to censure and/or remove a trustee in accordance with the procedure outlined in the Trustee Manual. The congregation has the right to remove a trustee in a special or quarterly business meeting with a majority vote.

SECTION 6.  TRUSTEE EMERITUS 
The "trustee emeritus" is an honorary position reserved for those who have amassed years of repeated service but are no longer willing and/or capable of fulfilling all the responsibilities of a trustee as recommended by the trustee board and the Senior Pastor. Because of his or her wisdom and valuable experience, the trustee emeritus shall continue to support the trustee board in an advisory capacity without voting rights. 


ARTICLE VI.  JOINT BOARD 
GENERAL SCOPE 

The deacon board and trustee board together will comprise the church’s Joint Board. As such, The Joint Board serves as the Church’s primary governance (or legislative) body. The Joint Board will meet periodically to discuss legal, financial, and/or administrative matters that exceed the scope of either individual board. 

The Joint Board will annually recommend and appoint persons to serve in the “Standing Committees” and “Other Church Officer” roles as detailed below in Sections 3 and 4, respectively. The Joint Board will also establish standing and special committees as described in this Article. 

SECTION 1.  JOINT BOARD LEADERSHIP 
The Joint Board shall be led by a Chairperson, Vice-Chairperson, Secretary, and Assistant Secretary. Generally, the Deacon Board Chair will serve as Joint Board Chair; the Trustee Board Chair will serve as Joint Board Vice-Chair; the Trustee Secretary will serve as Joint Board Secretary; and the Deacon Board Secretary will serve as Joint Board Assistant Secretary. The Joint Board shall vote annually to affirm these persons in these positions or elect others to fill these positions if it so desires. 

SECTION 2.  DUTIES AND RESPONSIBILITIES 
       1)    Reviewing and making recommendations to the congregation concerning legal, financial, and/or administrative matters. 
       2)    During a Joint Board meeting, the Joint Board may approve to spend up a five-percent maximum of the yearly-approved budget by the congregation on a non-budgeted expense. Any such expense above five-percent (except for maintenance expenses) must be brought before the congregation in a special meeting. 
       3) Reviewing and recommending candidates for the deacons and trustees boards. 
       4)    Reviewing the work of all standing and special committees and making recommendations accordingly to the membership. 

SECTION 3.  STANDING COMMITTEES 
GENERAL SCOPE:  Committees can be established by the Joint Board. The purpose of establishing committees is to assist the pastors in doing the administrative works of ministry in a "decent and orderly" manner. Committees will possess certain authority and responsibility levels of the corporate Church, as delegated by the Joint Board. Each approved committee will function under a Ministry Position Description. This description will outline each committee's purpose and describe the duties and responsibilities have been delegated to each committee. Each Committee's function will be primarily governance in nature, versus the pastor(s) and staff whose primary functions are ministerial and administrative. In other words, Committees will seek to ensure compliance with internal Church policies and procedures, as well as all pertinent external regulations.  

The leadership of the Church believes that committees must be held to a minimum. Each committee: 
       1) Is voluntary in nature; 
       2) Is appointed annually by the Joint Board; 
       3) Should have representation by non-officers; and 
       4) Should be an odd number of individuals. 


Section 3.1  Personnel/nomination Committee 
Personnel Committee is responsible for overseeing personnel operations, reviewing compensation and benefits for paid employees, and recommending personnel policy to the Joint Board. All hiring (for non-approved positions) must be recommended by the Joint Board. 

Section 3.2  Budget Committee 
Budget Committee is responsible for reviewing the current budget, as approved and/or amended by the Church body, and insuring that each area is remaining within its approved budget. It is the responsibility of the budget committee chair to call budget committee meetings and to make a report at the Church business meetings

Section 3.3  Bylaws & Policy Committee 
Bylaws & Policy Committee is responsible for reviewing the current bylaws & policies and making recommendations for revisions and/or additions to reflect the most prudent practices. Revisions may also be necessary to reflect a better understanding of a biblical matter or organizational practice. 

Section 3.4  Finance Committee 
Finance Committee is responsible for reviewing the current investment portfolio of the Church and for making recommendations to the Joint Board concerning that portfolio. It is the responsibility of the finance committee chair to call meetings and to make a report at Joint Board. 

SECTION 4: OTHER CHURCH OFFICERS 

Section 4.1  Church Treasurer 
The Church Treasurer is recommended and approved by the Joint Board annually. He or she deposits funds into the Church bank accounts, records the deposits and withdrawals from various accounts, and provides an accounting for all funds. The Church Treasurer is also responsible for the quarterly financial reports and audits. The Church Treasurer is eligible to receive an honorarium for his or her service. 

Section 4.2  Church Financial Clerk 
The Church Financial Clerk is recommended and approved by the Joint Board annually. He or she keeps a record of all disbursements, executes payments in accordance with established Church financial policies and procedures, and assists in the preparation of quarterly financial reports. The Church Financial Clerk is eligible to receive an honorarium for his or her service. 

Section 4.3  Church Historian 
The Church Historian is recommended and approved by the Joint Board annually. He or she is responsible for keeping accurate records and photos of church events and milestones, and organizing the information to preserve a historical record of the church’s heritage. 

Section 4.4  Church Records Clerk 
The Church Records Clerk is recommended and approved by the Joint Board annually. He or she is responsible for ensuring that the official minutes of all Church business meetings are recorded, transcribed and filed in a timely fashion as stated in Section 4.5.1 of this Article. 

        Section 4.4.1  Church Records 
               a. Filing and Maintenance of Records 
                               All minutes, certificates, records, reports, recordings and any other documents required by law must be filed and maintained at the Church office within thirty days of the event. 
               b. Inspection and Copying of Records 
                                   Any Active Member, upon five-business days prior written request made upon the church, may inspect or copy the prepared financial statements of the Church, and the minutes of all Church business meetings, and all board meetings.  An unauthorized member (one who is not on staff or a board member) may not, under any circumstances, inspect or copy any record relating to another member’s individual contributions or other personal information.  The Church may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member before releasing the copies to the member. 


ARTICLE VII.   SENIOR PASTOR 

Section 1.  Qualifications 
The senior pastor shall be a man whose life is characterized by the qualities set forth in I Tim. 3:1-7 and Titus 1:6-9. These qualities can be characterized as:  
       1) Must desire the office of senior pastor and demonstrate spiritual leadership abilities among the
                    congregation. 
       2) Ability to teach and use the Word of God with wisdom and patience. 
       3) A lover of God and a man who takes God and His Word seriously. 
       4) Ability to manage his household in a biblical manner. 
       5) Ability to spiritually manage his interpersonal relationships. 
       6) Seeks to be controlled by Christ and His word, not by worldly and fleshly desires. 
       7) A husband of one wife. 
       8) A good reputation with the community. 

For final consideration as pastor, the applicant in question must pass drug and alcohol testing; he shall also participate in a medical examination including HIV testing, criminal and credit records check. There will be additional requirements for qualification, as determined by the search committee. 

SECTION 2.   SELECTION PROCESS 
In the event the Church is without a senior pastor, the deacon board will appoint a search committee to seek the Lord’s will regarding the senior pastor. A minimum of one deacon will be a search committee member and will act as chairman of the search committee. When they are unanimous in their recognition of God’s leadership towards a candidate(s), they will seek affirmation from the members of the Church in a special meeting. A majority vote of all qualified Church members voting is required to select a senior pastor. 

SECTION 3.   TERM OF OFFICE 
He shall remain in office for an indefinite period of time subject to the following reservations. If the deacon board is in three-fourths agreement with the purpose of removing the senior pastor from his position, it must bring this recommendation to the Joint Board. If the Joint Board is in three-fourths agreement with the purpose of removing the senior pastor from his position, it must bring this recommendation to the membership in a special meeting. By 2/3 majority of the votes cast by the Active Members, the senior pastor will be removed from his position. 

SECTION 4.   RESPONSIBILITIES 
He is responsible to the Church in accordance with its deacon board in the discharge of his duties, as in following the custom and tradition of Baptist doctrine. 
He will provide the majority of the teaching during worship services, bible study, etc. and will coordinate the administration of the ordinances (Baptism and the Lord’s Supper). 

In addition to his shepherding role, the primary responsibility is a ministry of the word of prayer providing strategic leadership and vision to the body. He is to help believers mature their faith through insightful and accurate presentation of biblical truth, equipping them to be true “ministers” of the body. Because of these primary roles, the ministry of the Word and his leadership, the senior pastor will prioritize his time, focusing upon these duties first. 

He will supervise his direct reports as defined by the Church.  He serves as the ultimate head of all auxiliaries, ministries, committees, and boards. He will not be absent from the pulpit unless ill, on vacation or in agreement with the majority of the deacon board for more than two consecutive Sundays within any month (four weeks). Anytime the senior pastor is going to be absent from the pulpit, he must advise the assistant pastor, chairman of the deacon board, or in his absence, the vice-chairman of the deacon board prior to announcing it to the congregation. 

The above does not limit the responsibilities and duties of the senior pastor. 


ARTICLE VIII.   COMMITTEES 

SECTION 1.  PERSONNEL/NOMINATION COMMITTEE 
Personnel committee members are appointed by the Joint Board. The Church membership (non-officers) should be represented on the committee. They are responsible for the oversight of personnel operations, recommending compensation and benefits for paid employees, and recommending personnel policy to the Joint Board. They have the authority to terminate all employees with a unanimous decision (other than the senior pastor and paid ministry leaders). Termination of paid ministry leaders requires concurrence of the senior pastor and deacon board. All hiring (for non-approved positions) must be recommended by the Joint Board. 

SECTION 2.  BUDGET COMMITTEE 
Budget committee members are appointed by the Joint Board. They are responsible of meeting no less than quarterly to review the current budget as approved and/or amended by the Church body and to insure each area is remaining within their approved budget. It is the responsibility of the budget committee chairman to call a quarterly budget committee meeting and to make a report at the quarterly Church meeting.

 
ARTICLE IX.   INDEMNIFICATION 

SECTION 1.  ACTIONS SUBJECT TO INDEMNIFICATION 
The church may indemnify any person 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, including all appeals (other than an action by or in the right of the church) by reason of the fact that the person is or was a pastor, deacon, trustee, employee, or agent of the church, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with the action, suit or proceeding; and if that person acted in good faith and in a manner s/he reasonably believed to be in or not opposed to the best interests of the church and, with respect to any criminal action or proceeding, had no reasonable cause to believe her/his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner that s/he reasonably believed to be in or not opposed to the best interest of the church and, with respect to any criminal action or proceeding, had no reasonable cause to believe that her/his conduct was unlawful. 

SECTION 2.   EXPENSES SUBJECT TO INDEMNIFICATION 
To the extent that a pastor, deacon, trustee, employee, or agent has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in this Article, or in defense of any claim, issue, or matter in that action, suit, or proceeding, s/he may be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by her/him in connection with the action, suit or proceeding. 

SECTION 3.  LIMITATIONS OF INDEMNIFICATION  
Any indemnification made under this Article, may be made by the Church only as authorized in the specific case on a determination that indemnification of the pastor, deacon, trustee, employee, or agent is proper in the circumstances because s/he has met the applicable standard of conduct set forth in Section 1 of this Article. The determination shall be made (a) by a majority vote of quorum consisting of the pastor and deacons who were not and are not parties to or threatened with the action, suit or proceeding; (b) if the described quorum is not obtainable or if a majority vote of a quorum of disinterested deacons so directs, by independent legal counsel in a written opinion; or © by a majority vote of the members of the church.

SECTION 4.  TIMING OF INDEMNIFICATION 
Expenses of each person seeking indemnification under this Article, may be paid by the church as they are incurred, in advance of the final disposition of the action, suit or proceeding, as authorized by the board of deacons in the specific case, on receipt of an undertaking by or on behalf of the pastor, deacon, trustee, employee, or agent to repay the amount if it is ultimately determined that s/he is not qualified to be indemnified by the church.

SECTION 5.   EXTENT OF INDEMNIFICATION 
The indemnification provided by this Article shall be deemed to be discretionary unless otherwise required as a matter of law or under any agreement or provided by insurance purchased by the church, both as to action of each person seeking indemnification under this Article in her/his official capacity and as to action in another capacity while holding that office, and may continue as to a person who has ceased to be a pastor, deacon, trustee, employee, or agent and may inure to the benefit of the heirs, executors and administrators of that person.

SECTION 6.   INSURANCE 
The church may purchase and maintain insurance on behalf of any person who is or was a pastor, deacon, trustee, employee or agent of the church against any liability asserted against her/him and incurred by her/him in that capacity or arising out of her/his status in that capacity, whether or not the church would have the power to indemnify her/him against liability under the provisions of this Article. 


ARTICLE X.  SEXUAL HARASSMENT and DISCRIMINATION 
1.    Sexual harassment and/or discrimination (SHD) is prohibited, everyone is to be treated fairly in all aspects of Church and/or related activities.
2.    What is sexual harassment? Un-welcomed (physical, verbal, written) sexual advance or inappropriate sexual action (gestures, jokes, etc.). 
3.    What is discrimination? Speech or action against anyone based on race, color, religion, national origin, sex, age, physical or mental handicap. 

If anyone feels s/he is a victim of SHD, they should discuss the matter with a member of the “Personnel Committee” immediately. All allegations will be investigated; identity of claimant will remain confidential unless further investigation is needed. 

Substantial incidents of SHD will result in disciplinary/counseling action, which can include Church membership being revoked and/or denied future attendance at Church activities. 

ARTICLE XI.  DISSOLUTION 
Upon the dissolution of this Church, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.    

CONFLICT OF INTEREST

Article I - Purpose
The purpose of the conflict of interest policy is to protect New Salem Missionary Baptist Church's (Church) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Church or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to church, nonprofit and charitable organizations.

Article II - Definitions
1.    Interested Person   Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. 
2.    Financial Interest   A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: 
           a.    An ownership or investment interest in any entity with which the Church has a transaction or arrangement, 
           b.    A compensation arrangement with the Church or with any entity or individual with which the Church has a transaction or arrangement, or 
           c.    A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Church is negotiating a transaction or arrangement. 
           d.    Compensation includes direct and indirect remuneration as well as gifts or favors that aren’t insubstantial. A financial interest isn’t necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III - Procedures
1.    Duty to Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2.    Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Address-ing the Conflict of Interest 
           a.    An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. 
           b.    The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 
           c.    After exercising due diligence, the governing board or committee shall determine whether the Church can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 
           d.    If a more advantageous transaction or arrangement isn’t reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Church’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflict of Interest Policy 
           a.    If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. 
           b.    If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV - Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
   a.    The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
   b.    The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. 

Article V - Compensation
   a.    A voting member of the governing board who receives compensation, directly or indirectly, from the Church for services is precluded from voting on matters pertaining to that member's compensation.
   b.    A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Church for services is precluded from voting on matters pertaining to that member's compensation.
   c.    No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Church, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI - Annual Statements
Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: 
   a. Has received a copy of the conflict of interest policy, 
   b. Has read and understands the policy, 
   c. Has agreed to comply with the policy, and 
   d.    Understands the Church is charitable and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Article VII - Periodic Reviews
To ensure the Church operates in a manner consistent with charitable purposes, and doesn't engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: 
   a.    Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. 
   b.    Whether partnerships, joint ventures, and arrangements with management organizations conform to the Church's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and don't result in inurement, impermissible private benefit, or in an excess benefit transaction.

Article VIII - Use of Outside Experts
When conducting the periodic reviews, as provided for in Article VII, the Church may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted. 

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