Bylaws of Countryside Bible Church
A Non-Profit Corporation
Article I - Offices
Principal Office
1.01. The principal office of the corporation in the State of Texas shall be located in Southlake, Texas. The corporation may have such other offices, either within or without the State of Texas, as the Board of Directors or Elders may determine or as the affairs of the corporation may require from time to time.
Registered Office and Registered Agent
1.02. The corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors or Elders.
Article II - Members
Classes of Members
2.01. The corporation shall have no members as that term is used in the Texas Non-Profit Corporation Act.
Article III - Board of Directors (Elders)
General Powers
3.01. The affairs of the corporation shall be managed by its Board of Directors which shall be identical with The Board of Elders and shall be referred to as the Board of Elders hereinafter. Elders need not be residents of Texas.
Number, Tenure, and Qualifications
3.02. The number of Elders shall be no less than five (5). In the event the Elder Board membership falls below the number of five (5) the remaining Elders are authorized to appoint such men from the active Deacons to temporarily serve with the Elders until qualified men are approved to serve as Elders. The duration of the terms of service on the Board of Elders shall be as set forth in Article VII of the Constitution of Countryside Bible Church.
Elder Meetings
3.03. Meetings of the Board of Elders may be called by or at the request of the Chairman of the Board of Elders (“Chairman”), the Senior Pastor, or a majority of the Board of Elders. The place and time of the meeting shall be specified in the notice of such meeting.
Notice
3.04. Notice of any meeting of the Board of Elders shall be given at least one day prior thereto by oral or written notice to each Elder. Regular meetings shall be held without notice to any Elder at the time and place for such regular meeting as is from time to time designated by the Board of Elders.
Manner of Acting
3.05. The act of a majority of the Elders present at a meeting in which a quorum is participating by either personal presence or electronic medium shall be the act of the Board of Elders, unless the act of a greater number is required by law or by these bylaws. Three-fourths of the members of the Board of Directors (Elders) shall constitute a quorum.
Vacancies
3.06. Any vacancy occurring in the Board of Elders and any Eldership to be filled by reason of an increase in the number of Elders, shall be filled according to the provisions of Article VI of the Constitution.
Compensation
3.07. Non-Pastoral Staff Elders shall not receive any stated salaries for their services.
Informal Action by Elders
3.08. Any action required by law to be taken at a meeting of the Elders may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Elders.
Removal
3.09. Any Elder may be removed by the Board of Elders whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the Elder so removed.
Article IV - Officers
Officers
4.01. The officers of the corporation shall be a President, who shall serve as Chairman, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Elders may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties described, from time to time, by the Board of Elders. Any two or more offices may be held by the same person, except the offices of President, Secretary, or Treasurer.
Election and Term of Office
4.02. The officers of the corporation shall be elected annually by the Board of Elders at a regular meeting of the Board of Elders. Provided, however, that the duration and terms of the officers as may be elected by the Board of Elders shall be for one year. Provided, further, that all incumbent officers shall be deemed to have been re-elected to successive terms of similar duration in the absence of an election appropriately held. New offices may be created and filled at any meeting of the Board of Elders.
Removal
4.03. Any officer elected or appointed by the Board of Elders may be removed by the Board of Elders whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the officer so removed.
Vacancies
4.04. A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Elders for the unexpired portion of the term.
Chairman
4.05. The Chairman shall represent the Board of Elders in concert with and subject to the shared leadership responsibilities and collective oversight of the Board of Elders. He shall preside at all meetings of the Board of Elders. He may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Elders, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Elders have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Elders or by these bylaws or by statute to some other office or agent of the corporation; and in general he shall perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board of Elders from time to time.
Vice Chairman
4.06. In the absence of the Chairman or in the event of his inability or refusal to act, the Vice Chairman (or in the event there be more than one Vice Chairman, the Vice Chairmen in order of their election) shall perform the duties of the Chairman, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman. Any Vice Chairman shall perform such other duties as from time to time may be assigned to him by the Chairman or Board of Elders.
Treasurer
4.07. The Treasurer shall be responsible for the custody and security of all funds and securities of the corporation, the receiving and giving of receipts for monies due and payable to the corporation from any source whatsoever, the depositing of all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VI of these bylaws, the distributing of all monies and payables as approved and directed by the Board of Elders, and in general performing all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chairman or by the Board of Elders. The Treasurer shall be appointed and approved by the Board of Elders.
Secretary
4.08. The Secretary shall keep, or cause to be kept, the minutes of the meeting of the Board of Elders, give all notices in accordance with the provisions of these bylaws or as required by law, be custodian of the corporate records, keep a register of the post office address of each Elder which shall be furnished to the Secretary by each Elder, and, in general, perform all duties as from time to time may be assigned to him by the Chairman or by the Board of Elders.
Article V - Committees
Committees of Elders
Term of Office
5.03. Each member of a committee shall continue as such until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Chairman
5.04. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
Vacancies
5.05. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments as set forth in Section 5.01 above.
Quorum
5.06. Unless otherwise provided in the resolution of the Board of Elders designating a committee, three-fourths of the members of the whole committee shall constitute a quorum and the act of a majority of the members present a meeting at which a quorum is present shall be the act of the committee.
Rules
5.07. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Elders.
Article VI - Contracts, Checks, Deposits, and Funds
Contracts
6.01. The Board of Elders may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
Checks and Drafts
6.02. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by the Board of Elders. In the absence of such determination by the Board of Elders, such instruments shall be signed by the Treasurer.
Deposits
6.03. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Elders may select.
Gifts
6.04. The Board of Elders may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.
Article VII - Books and Records
7.01. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Elders and committees having any of the authority of the Board of Elders, and shall keep at the registered or principal office a record giving the names and addresses of the elders. All books and records of the corporation may be inspected by any elder or his agent or attorney for any proper purpose at any reasonable time.
Article VIII - Fiscal Year
8.01. The fiscal year of the corporation shall begin on the first day of October and end on the last day in September in each year.
Article IX - Waiver of Notice
9.01. Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article X
10.01. These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the Elders present at any regular meeting or at any special meeting, if at least seven (7) days written notice is given of an intention to alter, amend or repeal these bylaws or to adopt new bylaws at such meeting.