Fill and Sign the By Laws of Form

Bylaws of       , a (Name of Church)       Nonprofit Church Corporation (Name of State) I. Religious and Denomination Authorities A. Church Corporation. The Corporation referred to in these Bylaws as the Church, is a covenant community of believers who have come together for Christian worship, communion, and witness. Jesus Christ as Lord and head of the Church has entrusted the government of the Church to officers who make decisions that will guide the life and ministry of the covenant community. B. Denominational Authorities. Notwithstanding any provision of these Bylaws or of the Articles of incorporation, the Church and its officers, Session, Deacons, and committees shall always act in accordance with the Confession of Faith, Constitution, Rules of Discipline, and Rules of Order of the Main Street Presbyterian Church as they may exist from time to time. II. Offices. The principal office of the Corporation (referred to below as the Church ) shall be located at       . (Street Address, City, County, State, Zip Code) III. Members. A. Membership . The initial members of the Corporation shall be those persons who were members of Main Street Presbyterian Church immediately prior to the time of its incorporation, according to the membership roll of the Church. Members may be added to or removed from the Church roll by action of the Session consistent with policies adopted by The Main Street Presbyterian Church from time to time . B. Annual Meeting of Members. An annual meeting of the Members shall be held at       , on the first       (Street Address, City, County, State, Zip Code) (Day of Week) in the month of       in each year, beginning with the year (Name of Month)       , at     :       , for the purpose of electing trustees and for the transaction of (Name of Year) (Time) such other business as may come before the meeting. If the day fixed for the annual meeting is a legal holiday in       , such meeting shall be (Name of State) held on the next succeeding business day. If the election of trustees is not held on the day designated in these Bylaws for any annual meeting, or at any adjournment of the same, the board of trustees shall cause the election to be held at a special meeting of the members as soon as is convenient. Bylaws of Main Street Presbyterian Church Page 1 of 11 C. Special Meetings. Special meetings of the members may be called by the President, the Board of Trustees, or not less than      % of the members having voting rights, at a place designated by the Board of Trustees. If no designation is made, the place of meeting shall be the principal office of the corporation at             , but if all of the members (Street Address, City, County, State, Zip Code) shall meet at any time and place, either within or without       , (Name of State) and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken. D. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered either personally or by mail, to each member entitled to vote at such meeting, not less than       nor more than       before the (Number) (Number) date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid. E. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members entitled to vote with respect to the subject matter. F. Quorum. Members holding      % of the votes that may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. G. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his or her duly authorized attorney-in- fact. No proxy shall be valid after      months from the date of its execution, unless (Number) otherwise provided in the proxy. H. Voting by Mail. Where Trustees or Officers are to be elected by members or any class or classes of members, such election may be conducted by mail in such manner as the board of Trustees shall determine. I. Annual Meeting . Beginning with the year 20     , the members shall hold an annual meeting, on       , at     :       , at which time the members shall (Date) (Time) Bylaws Page 2 of 11 elect new elders and deacons as provided in these Bylaws and transact such other business as may be properly brought before the meeting. None of the following matters may be considered in the meeting unless the matter is included in the notice of the meeting: amendment of the articles of incorporation, amendment of the Bylaws, indemnification of an elder, or approval of a merger, dissolution, sale of assets, or conflict of interest transaction. J. Special Meetings . Special meetings of the members for any purpose or purposes shall be held upon the call of the Session; or upon the petition of fifteen percent (15%) of the members presented to the moderator. No business may be transacted at any special meeting except for matters included in the notice of the meeting. K. Place of Meeting . All regular and special meetings of the members shall be held at the principal office of the Church. This Bylaw may also suggest or require additional notice, such as printing the notice of the meeting in the worship bulletin or Church newsletter, or mailing a notice to all members. Notice by mail to all members may be required for the following items of business: Amendment of the Articles of Incorporation, Amendment of the Bylaws, indemnification of an elder, or approval of a merger, dissolution, sale of assets, or conflict of interest transaction. L. Notice of Meetings . Notice of all meetings shall be given orally during the two Sunday morning worship services immediately preceding the meeting. M. Member’s Entitled to Vote. The record date for determining the members entitled to vote at any meeting shall be the Sunday prior to the meeting. N. List of Members Entitled to Vote. At any meeting of the members, the Stated Clerk shall make the current Church roll available for inspection by the members, This right shall be in lieu of any other statutory right to inspect any list of the roll of members. If any person’s right to vote is challenged, the person presiding at the meeting may rely on the current Church roll as evidence of the right of the person challenged to vote at the meeting. The members present at a duly called meeting of the members shall constitute a quorum at that meeting. Unless at least one-third of the members are present, only those matters, which are included in the notice of the meeting, may be considered. P. Proxies . A member must be present to vote at any meeting of the members. No proxies shall be permitted. IV. Session A. Session . The business and affairs of the Church shall be managed by the Session. The Session shall be the Board of Directors, arid shall exercise all rights, and powers vested in the Board of Trustees by the laws of the state. The Session shall consist of       elders and the Pastor. (Number) B. Duties. The Session shall exercise the duties and responsibilities allowed by law and the following functions: Bylaws Page 3 of 11 1. Formulate and fill positions on the various committees of the Church. 2. Review the work of the Board of Deacons and the committees of the Church, acting upon recommendations when necessary. 3. Call a Pastor; review the work of the Pastor; and make all decisions regarding the Pastor’s compensation and the other terms of the Pastor’s service to the Church. C. Term of Office. Each Elder shall serve a term of      years beginning on the (Number) first day of       following his election. (Month) D. Qualification and Election. At each annual meeting of the members, the Elders shall nominate one person to fill each vacancy of the Session. Additional nominations may be made by members from the floor after obtaining the approval of the person nominated. Each person nominated must be an active member of the Church. If there are more nominees than vacancies, the members shall vote by secret ballot. Each member may cast one vote for each vacancy to be filled, but may not cast more than one vote for any candidate. The candidates who receive the most votes shall be elected. E. Vacancies . A vacancy occurring in the Board of Elders for any reason may be filled at a special meeting of the members. An Elder elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. F. Regular Meetings . The Session shall meet (e.g., frequency of meetings) or more often at the date and time set by the Session, at which time the Session shall transact such business as may properly be brought before the meeting. G. Special Meetings . Special meetings of the Session may be called by or at the request of the Pastor or any two elders. All special meetings shall be held at the principal office of the Church except by unanimous consent. H. Notice . A special meeting may be called by the Pastor during or immediately after a regular worship service with no other notice. Notice of any other special meeting shall be given to each Session member in person or by telephone at least two (2) days before the date of such meeting or by first class mail at least       days before the date of the (Number) meeting. Except as specifically provided by these Bylaws, the notice of the meeting need not state the business to be transacted nor the purpose of any special or regular meeting. I. Quorum and Voting. A majority of the members of the Session shall constitute a quorum for the transaction of business at any meeting. A meeting may he adjourned despite the lack of a quorum. The vote of a majority of the Session members present at a Bylaws Page 4 of 11 meeting at which a quorum is present shall he the act of the Session, unless a greater vote is specifically required by the Articles of Incorporation or these Bylaws. J. Removal of Elders . An Elder whose performance becomes unacceptable for nondisciplinary reasons (such as nonattendance or nonparticipation in the worship, study, witness, and service of the congregation) may be removed from office at a special meeting of the members called by the Session for that purpose. Before any vote to remove an Elder from office, the Elder shall have the opportunity to address the members. Removal of an Elder for disciplinary reasons shall be in accordance with the Rules of Discipline of the Main Street Presbyterian Church . V. Board of Deacons A. Board of Deacons . There shall be a Board of Deacons composed of       (Number) Deacons elected by the members as provided below. The Pastor shall be an ex officio member of the Board of Deacons without the power to vote. B. Chair . During its first meeting of each calendar year, the Board of Deacons shall elect a Chair who shall serve a one (1) year term of office. When present, the Chair shall moderate at meetings of the Deacons. In the Chair’s absence, the Pastor shall moderate. C. The Board of Deacons shall exercise the duties and responsibilities allowed by law including the following functions: 1. Lead and coordinate the Church and its committees and groups in ministering to the poor, the elderly, the sick, and others in need, administering the funds provided by the Church for this purpose. 2. Report regularly to the Session and, when appropriate, make recommendations to the Session concerning those areas over which the Board of Deacons is given the responsibility. D. Term of Office. Each Deacon shall serve a term of       years beginning on (Number) the first day of       following his election. The initial Board of (Month) Deacons shall consist of the Deacons of the Church immediately prior to incorporation. Each initial deacon shall complete the term of office to which he was elected. E. Election . At each annual meeting of the members, the Session shall nominate one person to fill each vacancy on the Board of Deacons. Additional nominations may be made by members from the floor after obtaining the approval of the person nominated. If there are more nominees than vacancies, the members shall vote by secret ballot. Each member may cast one vote for each vacancy to be filled, but may not cast more than one vote for any candidate. The candidates who receive the most votes shall be elected. Bylaws Page 5 of 11 F. Vacancies . A vacancy occurring on the Board of Deacons for any reason may be filled at a special meeting of the members. A Deacon elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. G. Regular Meeting . The Board of Deacons shall meet       at (Frequency of Meetings) such date and time as may be set by the Board of Deacons, at which time the Board of Deacons shall transact such business as may properly be brought before the meeting. H. Special Meetings . Special meetings of the Board of Deacons may be called by the Session, the Pastor, or at the request of any two Deacons. All special meetings shall be held at the principal office of the Church except by unanimous consent. I. Notice . A special meeting may he called by the Pastor during or immediately after a regular worship service with no other notice. Notice of any other special meeting shall be given to each Deacon in person or by telephone at least two (2) days before the date of such meeting, or by first class mail at least seven (7) days before the date of the meeting. The notice of the meeting need not state the business to be transacted at the meeting nor the purpose of any special or regular meeting. J. Telephone or Conference Meetings . The Board of Deacons may participate in a meeting by means of conference telephone or, if it is deemed necessary by the Pastor or the Chair of the Board of Deacons, may be polled individually by telephone. K. Quorum and Voting . A majority of the Board of Deacons then in office shall constitute a quorum for the transaction of business at any meeting. A meeting may be adjourned despite the lack of a quorum. The vote of a majority of the Deacons present at a meeting at which a quorum is present shall be the act of the Diaconate. In the event of a vote by telephone poll, all deacons must be polled, and the affirmative vote of a majority of the Board of Deacons in office shall be necessary to approve any action. L. Removal of Deacons . A Deacon whose performance becomes unacceptable for nondisciplinary reasons (such as nonattendance or nonparticipation in the worship, study, witness, and service of the congregation) may be removed from office at a special meeting of the members called by the Session for that purpose. Before any vote to remove a deacon from office, the deacon shall have the opportunity to address the members. Removal of a deacon for disciplinary reasons shall be in accordance with the Rules of Discipline of the Main Street Presbyterian Church . VI. Action by Written Consent. Whenever the Session is required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken and signed by all of the members of the Session. Unless the consent specifies a different effective date, the action taken by such consent shall be effective when signed by all members of the Session. Bylaws Page 6 of 11 VII. Procedure. A. Any notice required to be given to any member of the Elders or Deacon of the Church under these Bylaws, the Articles of Incorporation, or state law may be waived. The waiver shall be in writing, signed by the person entitled to notice either before or after the time the notice was due to be given, and filed with the minutes. Neither the business to be transacted at the meeting nor the purpose of any special or regular meeting need be specified in the waiver of notice of such meeting. B. Waiver by Attendance . Attendance at any regular or special meeting of the Session or Board of Deacons shall constitute a waiver of notice of such meeting, except where attendance is for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. VIII. Officers. A . Officers. The Church shall have the following officers: Pastor, President, Clerk, and Treasurer. The same individual may simultaneously hold more than one office. The President shall be a member of the Elders, and each officer shall be a member of the Church. B. Election and Term of Office . The Pastor shall be elected by the Board of Elders for an indefinite term. The other officers of the Church shall be elected at the first meeting of the Elders and annually thereafter to serve a term of       year(s) and until (Number) his successor has been duly elected and qualified. The term of office of any officer who dies, resigns, or is removed shall end immediately upon such event. C. Removal . Any officer may be removed by the Board of Elders whenever in its judgment the removal would serve the best interests of the Church. D. Pastor . The Pastor shall be an ordained minister entrusted with the spiritual care of the Church. The Pastor shall be a member of the Board of Elders and shall serve as moderator in meetings of the Elders, and the members. The Pastor shall, by virtue of office, be a voting member of each standing committee of the Church. The Pastor is responsible to: 1. Lead the people in public worship; 2. Pray for and with them as their mouth to God; 3. Read the scriptures to the people and proclaim to them the word of God; 4. Administer the sacraments; 5. Bless the people from God; Bylaws Page 7 of 11 6. Teach the scriptures to the children, youth, and adults; visit the people, especially the poor, the sick, the dying, and those with other critical needs; 7. Counsel with persons in their preparation for marriage; 8. Share in the personal witness of the church to unbelievers and those out of fellowship with the church; 9. Counsel with people, in light of the scriptures, about their personal needs and problems; 10. Counsel with disturbed and broken families; 11. With the elders who comprise the Session, lead and govern the church in all its ministries; and 12. Perform other, specific duties as may be agreed upon between the Pastor and the Board of Elders. E. President. The President shall be a member of the Session, shall preside at meetings of the Board of Elders or the members. The President shall sign with the Clerk any deeds, mortgages, bonds, or other instruments and any contracts or documents which the Board of Elders has authorized to be executed, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Elders or these Bylaws to some other officer or agent of the Church, or shall be required by law to be otherwise signed or executed. The President shall perform any other duties, which may be prescribed by the Board of Elders from time to time. F. Clerk . The Clerk, who shall be the Secretary of the Corporation, shall keep the minutes of meetings of the members or elders in one or more books provided for that purpose; shall see that all notices of meetings are duly given according to these Bylaws and state law; shall be custodian of the Church records; in the absence of a moderator and the shall serve as moderator pro tem in meetings of the Board of Elders or the members; shall keep a register of the mailing address of each member as furnished by the member to the Clerk and shall in general perform all duties incident to the office of Clerk set out in the Rules of Order of the Main Street Presbyterian Church, and such other duties as may from time to time be prescribed the Board of Elders. G. Treasurer. The Treasurer of the Church shall have charge and custody of and be responsible for all funds and securities of the Church; receive and give receipts for monies due and payable to the Church from any source whatsoever, and deposit all such monies in the name of the Church in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; and shall in general perform all duties incident to the office of Treasurer set out in the Rules of Order of the Main Street Presbyterian Church, and such other duties as may from time to time be prescribed by the Session. Bylaws Page 8 of 11 IX. Standing Committees. A. The Church shall have the following standing committees:       . (Name) B. Committee Guidelines. The Board of Elders shall adopt guidelines for each committee setting out the membership and responsibilities of each committee. Copies of these guidelines shall be kept in written form in the church office. The Session shall provide for copies of the guidelines to be provided to all new committee members. C. Special Committees . The Board of Elders may create special committees from time to time. The membership, duration, and responsibilities of any special committee shall be determined by the Board of Elders in the action creating the committee. X. Contracts, Loans, Checks, and Deposits. A. Contracts. The Board of Elders may authorize any officer or officers, agent or agents, to enter into any contract and to execute and deliver any instrument in the name of and on behalf of the Church; and such authority may be general or confined to specific instances. The Board of Deacons may authorize the execution of any contract involving the expenditure of $       or less of budgeted funds dealing with matters within the responsibility of the Board of Deacons. B. Loans. No loan (other than purchases of less than $       on credit) shall be contracted on behalf of the Church and no evidences of indebtedness shall be issued in its name unless authority is specifically given by a resolution of the Board of Elders. Such authority may be general or confined to specific instances. C. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Church shall be signed by such officer or officers, agent or agents, of the Church and in such manner as shall from time to time be determined by resolution of the Board of Elders. D. Deposits . All funds of the Church not otherwise employed shall be deposited from time to time to the credit of the Church in such banks, trust companies, or other depositories as the Board of Elders may select. XI. Indemnification of Elders and Officers. A . Indemnification. Subject to the limitations in these Bylaws, the Church shall indemnify any elder or officer who was, is, or is threatened to be made a party to a completed, pending, or threatened action or proceeding from any liability arising from the elder’s or officer’s official capacity with the Church. This indemnification shall extend to the personal representative of a deceased elder or officer if the elder or officer would, if living, be entitled to indemnification under these Bylaws. B. Costs and Expenses Covered by Indemnification. Indemnification provided under these Bylaws shall extend to the payment of a judgment, settlement, penalty, or fine, as well as Bylaws Page 9 of 11 attorneys’ fees, court costs, and other reasonable and necessary expenses incurred by the elder or officer with respect to the action or proceeding. C. Limitation on Indemnification . Indemnification of an individual elder or officer shall be subject to the following limitations: 1. The individual must have acted in good faith; 2. The individual must have reasonably believed that his or her conduct was at least not opposed the Church’s best interest; 3. In the case of conduct in the individual’s official capacity, he or she must have reasonably believed that the conduct was in the Church’s best interests; 4. In the case of a criminal proceeding, the individual must not have had reasonable cause to believe that his conduct was unlawful; 5. The individual cannot be indemnified in a proceeding where he has been adjudged liable to the Church in a proceeding by or in the right of the Church; and 6. The individual cannot have been adjudged liable on the basis of an improper personal benefit received by the individual. XII. Fiscal Year. The fiscal year of the Church shall end in the month of       . (Name of Month) XIII. Amendments. 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       days' written notice is given of intention to alter, amend, or repeal or (Number) to adopt new Bylaws at such meeting, or by vote of the members at any regular or special meeting. The foregoing By-Laws of Main Street Presbyterian Church Articles I through XIII, are hereby certified to be a true copy of the By-Laws adopted by the Directors/Elders of Main Street Presbyterian Church and effective as of the       . (Date) SEAL ___________________________________ (Signature of Elder)       (Printed Name of Elder) ___________________________________ (Signature of Elder)       (Printed Name of Elder) ___________________________________ Bylaws Page 10 of 11 (Signature of Elder)       (Printed Name of Elder) Bylaws Page 11 of 11