Bylaws

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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 of Countryside Bible Church 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.

3.03 In addition to qualifications for an elder as outlined in the constitution of Countryside Bible Church, each Elder (a) must be an active participant in the services and ministries of the Church and have demonstrated the highest moral and spiritual character, the heart of a servant and shepherd, and soundness in wisdom and judgment, (b) must be in complete and whole-hearted agreement with the Doctrinal Statement and Distinctives, (c) must sign an Affirmation Statement before taking office and annually thereafter so long as he remains in office, and (d) must be in complete and whole-hearted agreement with these Bylaws, and (e) must possess the qualifications described in 1 Timothy 3:1-7 and Titus 1:6-9.

Elder Meetings

3.04 Meetings of the Board of Elders shall be at regular intervals as set by the board, but 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.

Elder meetings shall consist of an open and a closed portion. The open portion of the meeting may be attended by any member of the church in good standing. All business of the church, church policy and items discussed at elder meetings shall be in the open portion of the meeting except as noted below:

• Matters pertaining to specific shepherding of an individual, such as counseling or discipline.
• Matters of benevolence to specific individuals.
• Compensation of church staff.
• Matters of litigation.
• Qualifications of individuals to serve in a ministry capacity.
• Other sensitive and confidential matters rising to the level of those listed above.

Following the open portion of the meeting, non-elders will be excused, and elders only will remain for the closed portion, but elders reserve the right to include any guests in the closed portion whose participation they deem appropriate and beneficial. If a matter to be discussed will result in financial compensation or other gain to any elder or a family member of an elder, that elder, after providing any necessary or requested input, must be excused from both the discussion and the vote on the matter, but the rules of a quorum (as set forth in Section 3.06 of these Bylaws) are not relaxed.

Staff elders shall not participate in voting on matters pertaining to staff compensation and benefits. They may be present to provide input on such matters, but may not be present for further discussion or voting. Exception shall be that elders providing supervision of staff may be present for discussion of that staff compensation and benefits. The requirements of a quorum for such discussion of compensation and benefits for church staff are set forth in section 3.06 of these Bylaws.

Notice

3.05 Notice of any emergency meeting of the Board of Elders shall be given at least one day prior thereto by oral, electronic or written notice to each Elder. Schedules for regular meetings shall be tentatively set on an annual basis, but confirmed at each preceding elder meeting, and such confirmation shall be deemed as Notice.

Manner of Acting

3.06 It is desirable and the intention that all acts of the Elder Board be by unanimous approval 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. Two-thirds of the members of the Board of Directors (Elders) shall constitute a quorum. Should an action not receive a unanimous vote, the decision making process as outlined in Section 9.03 of these Bylaws shall be followed. On any of the following matters, however, any elders not present must be contacted for a unanimous decision:

• Any step moving forward with the selection or installation of a candidate elder or deacon.
• Approval of a candidate to fill a pastoral position.
• Decisions pertaining to matters of church discipline.
• Purchase or sale of real estate.
• Borrowing of monies.
• Proposed changes to the church’s constitution, bylaws, or doctrinal statement.

For matters pertaining to compensation of staff elders only, a quorum shall consist of two-thirds of the non-staff members of the Board of Elders.

Vacancies

3.07 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

3.08 Non-Pastoral Staff Elders shall not receive any stated salaries for their services.

Article IV - Officers

Officers

4.01 The officers of the corporation shall be a President, who shall serve as Chairman, an Assistant or Vice 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. The Secretary and the Treasurer are not required to be Elders.

Election and Term of Office

4.02 The office of Chairman shall rotate on an annual basis among the non-staff elders in order of their installation onto the Board, provided the individual has served on the Board of Elders for at least 2 years. The office of Assistant or Vice Chairman shall be filled by the non-staff elder scheduled to serve as Chairman in the following year. These offices shall be confirmed annually by vote of the Board of Elders, and the other 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 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 and chair the meeting in accordance with Scriptural principles as set forth in Philippians 2:1-11. 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 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 V 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 - Contracts, Checks, Deposits and Funds

Contracts

5.01 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

5.02 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

5.03 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

5.04 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 VI - Books and Records

6.01 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 VII - Fiscal Year

7.01 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 VIII - Waiver of Notice

8.01 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 IX - Policies

Same-sex Marriage

9.01 Countryside Bible Church affirms the biblical definition of marriage as being one man united with one woman (Gen. 2:23,24). Based upon this definition, no portion of the grounds or physical plant of Countryside Bible Church shall be utilized for the purpose of performing a marriage ceremony – civil, military, or otherwise – which purports to wed two individuals of the same sex. No portion of the grounds or physical plant of Countryside Bible Church shall be used for the celebration or acknowledgement of such a union by the means of a reception or any other gathering. Finally, no marriage ceremony between two individuals of the same sex shall be performed by any member of the staff, elder, deacon, or representative of Countryside Bible Church.

Use of Restroom Facilities

9.02 All lavatories, restrooms, bathrooms, or bathroom facilities of Countryside Bible Church shall be designated for use by specific gender. "Gender" shall be defined as the physiological sex – male or female – of an individual at the time of their birth. Violation of this policy (excluding young children or special-needs children accompanied by a parent) shall result in the immediate expulsion of the offending individual(s) from the grounds of Countryside Bible Church.

Decision Making Process

9.03 Since the Spirit has only one mind about any given decision, in the normal course of church ministry our goal is for all the elders to be of one mind in following the same Spirit (Phil. 2:2). Thus, we strive to be unanimous in all decisions. We endeavor to reach all decisions only after prayerful consideration and in a spirit of humility, with each elder regarding one another as more important than himself (Phil. 2:3-5).

However, we recognize that godly men sometimes differ (e.g., Acts 15:37-40). In the event we are unable to reach a unanimous decision with the first vote, we have unanimously agreed to use the following process.

VOTE 1:

1. If any matter receives a unanimous yes vote, then the elders’ decision is yes, the matter is settled, and the motion should be carried out.
2. If a motion receives a greater than 25% no vote, the elders’ decision is no, the motion should not be carried out, and the matter is settled (unless the elders agree to bring it up again at a later date for further consideration).
3. If any elder or elders vote no, but there are not enough no votes to settle the matter (that is, less than the required 25%), a second vote must be scheduled for a future meeting.
4. Before the second vote is taken, the dissenting elders (or elder) are responsible to gather additional information on the motion, engage in discussion with the key parties, and seek godly counsel. The board will grant these men as much time as reasonably necessary to review the matter. After sufficient time to consider the additional information, discussion, and counsel, the elders will then allow additional time for prayer for all. Again, the desire is that all decisions will be unanimous, and the elders will work in good faith toward that end.
5. Once the necessary time has been allowed, the elders will schedule a second vote on the matter.

VOTE 2:

1. If 75% of the elders vote yes, then the elders’ decision is yes, and the matter is settled.
2. If less than 75% of the elders vote yes, then the decision is no, and the matter is settled.
3. The elders agree that a decision will be final after the second vote.

Statement of Unity: Any decision finalized after following this process will be a unified yes or no decision by the entire board. All elders agree to be unified in the final decision, in public and in private, even though the final decision may not reflect their personal preference.