Corporate By-laws of the Church of God Holiness of Columbia, Missouri, Inc
ARTICLE I. OFFICES
The Corporation shall maintain its principal office in the State of Missouri in Columbia, Missouri. The registered office of the Corporation in the State of Missouri, as required by statute, may be changed from time to time by the Board of Directors, and may be the same as the Corporation’s principal office in the State of Missouri. Unless and until the Board of Directors otherwise designates, the registered office shall be the same as the principal office.
ARTICLE II. VOTING MEMBERSHIP
Voting membership in the Corporation shall be available to those persons meeting the qualifications set forth in the Membership Committee section of the Corporate Handbook. Additionally, any individual who is officially called to a pastoral position in the church shall immediately be eligible for voting membership. Other family members shall be required to meet all criteria set forth in the Corporate Handbook before applying for voting membership. Application for voting membership shall be made as described in the Corporate Handbook.
ARTICLE III. MEMBER MEETINGS
Section 1. Annual Meeting. The annual meeting of this Corporation for the purpose of electing officers and directors and for the transaction of such other business as may come before the meeting, shall be held in April of each year at a time and date specified by the Board of Deacons.
Section 2. Special Meetings. The President, the Board of Directors, the Board of Deacons, or no fewer than one-fourth (25%) of all the members of the Corporation entitled to vote at such meeting may call a special meeting of the members.
Section 3. Place of Meeting. The place of any meeting of the members shall be the registered office of the Corporation unless the members of the Board of Directors, as the case may be, shall at a prior meeting or in the call for the meeting designate another place therefore within the State of Missouri.
Section 4. Notice Required. Notice of each meeting of the members stating the place, date and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is being called shall be printed in the bulletin and/or announced from the pulpit at the Corporation’s principal office in the State of Missouri during two regularly scheduled church services no fewer than seven (7) and no more than thirty (30) days before the date of the meeting. An additional notice may be made by letter, e-mail, or fax for a best effort of full disclosure.
Section 5. Meetings Convened, How. Every meeting of the members, for whatever object, shall be convened by the President, if he/she be present, otherwise by the Vice-President, if he/she be present, or in their absence or refusal to act, by one of the persons calling the meeting by notice as hereinbefore provided.
Section 6. Quorum. One-fourth (25%) of the members entitled to vote at any meeting represented in person shall constitute a quorum. If a quorum is not present those members that are present shall have the right successively to adjourn the meeting to a specified date not longer than ninety (90) days after the date of the original meeting, and no notice need be given of such adjournment to members not present at the meeting at which any adjournment was taken.
Section 7. Voting Methods. Voting by proxy shall not be allowed at any annual, monthly, or special meeting of the members.
Voting by secret ballot shall not be required unless requested by one member present at any annual, monthly, or special meeting of the members. If a vote by secret ballot is requested, the President or other person presiding shall appoint no fewer than two persons, who are not Directors, as inspectors to receive and canvass the votes and certify the results.
Voting by absentee ballot shall be permitted when authorized by the Board of Deacons. Procedures governing the absentee voting process are contained in the appropriate section of the Corporate Handbook.
Voting by electronic ballot shall be permitted after suitable procedures have been established. Procedures governing the electronic voting process are contained in the appropriate section of the Corporate Handbook.
Section 8. Voting for Directors. In all elections for Directors, each member of this Corporation entitled to vote shall have the right to cast one vote for as many persons as there are Directors to be elected.
Section 9. Action. The concurrence of the majority of the members present in any meeting at which a quorum is present shall be sufficient to carry any action before the members unless otherwise a higher vote is required by statute or by these by-laws.
ARTICLE IV. DIRECTORS
Section 1. General Powers. The real property and affairs of the Corporation, other than the day-to-day operations governed by the Board of Deacons, shall be controlled and managed subject to approval by its members as herein provided by its Board of Directors.
Section 2. Number, Term of Office, Qualifications. The Board of Directors shall consist of three (3) members, each of whom shall hold office for a term of three (3) years or until the next annual meeting of the members, or until his/her successor is elected and qualified. Only one immediate member of a family shall be elected to serve concurrently on the Board of Directors. Immediate family members include spouse, parents, siblings and children or the spouses of these family members. No more than one Director shall hold a Corporate office as defined in Article V of these By-Laws. All Directors shall be bona fide citizens and residents of Missouri.
Section 3. Vacancies. In case of death, resignation, or disqualification of one or more of the Directors, the members of the Corporation at a special meeting duly called with proper notice as hereinbefore provided, shall fill the vacancy. Any Director elected to fill the unexpired term shall serve until the next annual member meeting or until his/her successor is elected and qualified.
Section 4. Special Meetings. The Corporate President or any two Directors may call special meetings of the Board of Directors and may fix the time and place for the holding of such meetings within the State of Missouri. Notice of any such meeting shall be served by the Corporate President or the Directors calling the meeting, personally or by registered or certified mail with return receipt requested or e-mail upon the other members of the Board, at least three (3) days prior to the holding of such special meeting, provided, however, that service of said notice may be waived by the respective Directors. If given by mail, notice shall be deemed given as of the day deposited in the mail.
Section 5. Notice of Meetings. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where a Director attends for the express purpose of objection to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business. If fewer than a majority of the Directors are present at any meeting, a majority thereof may adjourn the meeting from time to time without further notice.
Section 7. Action. The concurrence of the majority of the Directors present in any meeting at which a quorum is present shall be sufficient to carry any action properly before the Board.
Section 8. Compensation. No Director shall receive any salary or other compensation for his/her services as Director.
Section 9. Indemnification for Legal Expenses. Each Director shall be indemnified by the Corporation as provided by statute
ARTICLE V. CORPORATE OFFICERS
Section 1. Offices. In addition to the Board of Directors as hereinbefore provided for, the offices of the Corporation shall consist of the Pastor, the Board of Deacons, President, Vice President, Secretary, Treasurer and such other offices as may be established by the members of the Corporation from time to time. Any two offices may be held by the same person except the offices of President and Secretary.
Section 2. Election and Term of Office. All officers shall be elected by the members of the Corporation at the annual meeting described in Article III, Section 1. Of these By-Laws. With the exception of Pastor, Directors, and Deacons, officers elected shall serve a one-year term from July 1 following the April election until June 30 of the following year. Directors and Deacons shall serve a three-year term commencing July 1 following the April election until June 30, three years hence. The Pastor’s term of office shall be based on the recommendation of the Board of Deacons, subject to the approval of two-thirds (67%) of the voting membership either in person or by absentee ballot. If the election of officers shall not be held at such meeting, the same shall be held as soon thereafter as convenient at a special meeting of the voting members called for that purpose with proper notice given as herein provided.
Section 3. Removal. Any officer or agent elected or appointed by the members of the Corporation may be removed by them whenever, in their judgment, the best interests of the Corporation will be served thereby.
Section 4. Vacancies. A vacancy in any office for any reason shall be filled by the voting members of the Corporation at any regular or special meeting for the unexpired portion of the term.
Section 5. General Powers. The officers of the Corporation shall have such powers and authority in the control and management of the property and affairs of the Corporation as is usual and proper in the case of, and incident to, such Corporation offices, except in so far as such power and authority is limited by these By-Laws or by resolution of the Board of Directors.
Section 6. Pastor. The Pastor is charged to feed the flock of God, taking the oversight to reprove, rebuke, and exhort with all longsuffering and doctrine, according to the Scriptures. The Pastor shall be recognized as the spiritual guide of the church by all who are considered amenable to the corporate church body. Additionally, the Pastor may participate as an ex-officio member of all boards and committees as well as perform other duties outlined in the Corporate Handbook.
Section 7. Deacons. The day-to-day affairs of the Corporation shall be conducted by the Deacons, who shall discharge the duties of their office as set forth in the New Testament. Deacons shall elect a Chairman and Vice-Chairman from among the deacon members; nevertheless, the Pastor shall preside at deacon meetings unless otherwise specified. , The Deacons may also appoint committees, establish guidelines, and approve processes and procedures in order to facilitate the orderly discharge of the affairs of the Corporation. With the exception of ad hoc committees, all committees, guidelines, processes and procedures established by the Deacons shall be set forth in the Corporate Handbook. The Deacons shall also provide a monthly activity report to voting members, detailing Board actions and activities.
Section 8. President. The President shall be the principal executive officer of the Corporation and shall, in general, control and manage the property and affairs of the Corporation as directed by the members and the Board of Directors. The President shall preside as Chairman at all meetings of the members and shall perform such other duties as may be prescribed by the Board of Directors from time to time. Unless otherwise directed by these By-Laws or by the Board of Directors, the President shall sign all conveyances and instruments executed in the name of the Corporation. The President also shall keep order at all meetings, suggest items of business to be considered and guide the business and discussion of the meeting. The President may express an opinion if asked, but may not enter into debate of a motion while acting as Chairman of any meeting.
Section 9. Vice President. In the absence of the President, or in the event of his/her inability or refusal to act, the Vice President shall have all the powers of and be subject to all the restrictions upon the President, and shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 10. Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors including the time, place, and purpose of the meeting along with the order and exact nature of all business transacted therein. The Secretary shall see that all notices are duly given in accordance with these By-Laws or as required by law, be custodian of the Corporation’s records and seal, keep a register of the names and post office addresses of all members, have general charge of the books and records of the Corporation, sign such instruments with the President or other officers as may be required, carry on any correspondence duly authorized, and shall perform such other duties as from time to time may be assigned to him/her by the President, the Board of Directors, or as outlined in the Corporate Handbook. The Secretary may also serve as an ex officio, non-voting member of the Board of Deacons.
Section 11. Treasurer. The Treasurer shall receive, preserve and disburse all funds of the Corporation, keep an exact record thereof, and shall deposit all moneys in the name of the Corporation in such depository as shall be selected by the Board of Directors. He/she shall disburse/receive moneys as directed by the Board of Directors, or the Board of Deacons, and shall give a written receipt whenever money comes into his/her hands, and when bills are paid. He/she shall make a financial report for the members of the Corporation monthly and at their regular annual meeting. He/she shall perform such other duties as from time to time may be assigned to him/her by the President, the Board of Directors, or as outlined in the Corporate Handbook. The Treasurer may also serve as an ex officio, non-voting member of the Board of Deacons.
Section 12. Additional Officers. The power to create and prescribe the duties of any additional officers shall remain vested in the members of the Corporation.
Section 13. Salaries. Except for the office of Pastor, no other officer shall receive any salary or any other compensation for services rendered unless the same shall first be approved by the members of the Corporation.
ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. Subject to approval by the members at a regular or special meeting at which a quorum is present, the Board of Directors may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. In the case of licenses and leases required for day-to-day operations, the Board of Deacons shall be authorized to execute these instruments.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors and approved by the members at a regular or special meeting at which a quorum is present.
Section 3. Checks, Drafts, Etc. All checks, drafts, or other order for payment of money shall be signed by the Treasurer in such manner as shall from time to time be determined by resolution of the Board of Directors. Additionally, no credit card shall be issued in the name of the Corporation without the approval of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise employed 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 Directors may select.
ARTICLE VII. FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of July of each year and end on the 30th day of June of each year.
ARTICLE VIII. SEAL
The form of a corporate seal for the Corporation shall be adopted by the Board of Directors.
ARTICLE IX. REAL ESTATE
It being recognized that the Church of God (Holiness) Foundation headquartered in Overland Park, Kansas, has heretofore given much assistance to the local church in Columbia, Missouri and other localities in preserving their assets to carry out the work of our ministry, it is further provided that before any real estate owned by the Corporation is sold, transferred or otherwise disposed of, the Corporation shall first obtain the advice of the Foundation to said sale, transfer or disposition.
ARTICLE X. AMENDMENTS
These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted upon the recommendation of the Board of Directors and by the affirmative vote of two-thirds (67%) of the votes cast by the voting members who are present at any regular or special member meeting at which a quorum is present. (Amended April 18, 2007)
ARTICLE XI. STATEMENT ON MARRIAGE AND SEXUALITY
(Article added to By-Laws effective February 26, 2006; Article amended April 25. 2018)
This Statement on Marriage and Sexuality specifically gives Church of God (Holiness) of Columbia, Missouri, Inc. the right and authority to restrict the use of the Church facilities and property to uses consistent with the Bible, with its Statement of Faith and Statement on Marriage and Sexuality, as solely determined by the Church of God (Holiness) of Columbia, Missouri, Inc.
We believe God has commanded that no intimate sexual activity be engaged in outside of a marriage between a man and a woman. We believe that any form of homosexuality, lesbianism, bisexuality, bestiality, incest, fornication, adultery, and pornography are sinful perversions of God's gift of sex. We believe that God disapproves of and forbids any attempt to alter one's gender by surgery or appearance. (Genesis 2:24; Genesis 19:5, 13; Genesis 26:8-9; Leviticus 18:1-30; Romans 1:26-29; I Corinthians 5:1; 6:9; I Thessalonians. 4:1-8; Hebrews 13:4)
We believe that the only legitimate marriage is the joining of one man and one woman. (Genesis 2:24; Romans 7:2; I Corinthians 7:10; Ephesians 5:22-23)
Any questions regarding policies and procedures, etc. may be directed to Corporate Secretary, Crystal Billington.
crystal@rockbridgechurch.org