Restated BYLAWS
OF
COMMUNITY CHURCH OF JOY,
an Arizona nonprofit corporation

(To aid the reader, the old bylaws and the constitution are hereby combined into one new document; these "Restated Bylaws" replace and supersede all prior bylaws and all prior constitutions as of the Effective Date specified below.)

ARTICLE 1. NAME: This nonprofit “Corporation” is named: Community Church of Joy (also referred to as the “Church.”)
ARTICLE 2. PRINCIPAL OFFICE: The principal office of the Corporation is listed in the Articles of Incorporation (the “Articles”) or as otherwise designated by the Board of Elders from time to time in the official records of the Arizona Corporation Commission.
ARTICLE 3. PURPOSES:

ARTICLE 3. 1 Religious Purpose. This Corporation is exclusively charitable and religious as described in the Articles. The Corporation initially intends to edify and equip believers for service, and to evangelize nonbelievers, in accordance with the Statement of Faith adopted by the Board of Elders from time to time.
ARTICLE 3. 2 Tax Exemption. This Corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), including making distributions to other organizations which qualify as exempt organizations under Section 501(c)(3) of the Code.
ARTICLE 4. MEMBERSHIP:

ARTICLE 4. 1 Congregational Members. With the guidance of the Holy Spirit, and acting in its sole and absolute discretion, the Board of Elders sets the rules for admission and/or removal as a member of this body of believers, (i.e., a “Congregational Member”). The Board may delegate this function to others, such as the pastors or a committee. Congregational Members may attend and cast an advisory vote at Congregational Meetings described below, but per A.R.S. §10-3603, the Corporation has only “Congregational Members” as approved by the Board of Elders and does not have statutory “members” as that term is defined by Arizona’s Corporate Code, §§ 10-3140(37) and (38). The Corporation intends for all matters involving the rights, duties and obligations of the Congregation, its elders, pastors and staff to be guided and controlled by the Holy Scriptures and not by Arizona corporate law.

ARTICLE 4. 1 1 Qualifications for Congregational Members. A person who (i) accepts both the Statement of Faith and Vision and Values of Community Church of Joy in accordance with the direction, interpretation and application of the Board of Elders and (ii) has a record of financial support of the Church in the most recent 12-month period (or other period determined by the Elders) is eligible to submit an application to become a "Congregational Member."
ARTICLE 4. 1 2 Written Acceptance. Written acceptance of the Statement of Faith and the Vision and Values of the Church by a Congregational Member must be completed each fiscal year, or longer time period as deemed appropriate by the Board of Elders to be considered as a Congregational Member.
ARTICLE 4. 1 3 Termination of Congregational Membership. The Congregational Membership of an individual terminates upon death, resignation, suspension or expulsion. A Congregational Member may resign by sending written notice of resignation to the Church office.

ARTICLE 4. 2 Meetings of the Congregational Members. Meetings of the Congregational Members are called from time to time by the Board of Elders for purposes deemed appropriate by the Board of Elders such as reporting to the Congregation regarding the finances of the Church, seeking the will of the Congregation regarding new Board members, calling or terminating a Senior Pastor, and amending the corporation’s articles, bylaws, policies, etc. The affirmative vote of a “Special Majority” of 66% of those Congregational Members present and voting at a Congregational meeting is required to establish a reliable expression of the sense of the Congregation regarding Scriptural approval by the Congregation of new Board members, or of calling or terminating the Senior Pastor.
ARTICLE 5. BOARD OF ELDERS

ARTICLE 5. 1 Scriptural Mandates:

ARTICLE 5. 1 1 Now the overseer must be above reproach, the husband of but one wife, temperate, self-controlled, respectable, hospitable, able to teach, not given to drunkenness, not violent but gentle, not quarrelsome, not a lover of money. He must manage his own family well and see that his children obey him with proper respect. (If anyone does not know how to manage his own family, how can he take care of God's church?) He must not be a recent convert, or he may become conceited and fall under the same judgment as the devil. He must also have a good reputation with outsiders so that he will not fall into disgrace and into the devil's trap. 1 Timothy 3: 2-7.
ARTICLE 5. 1 2 Brothers, choose seven men from among you who are known to be full of the Spirit and wisdom. We will turn this responsibility over to them and will give our attention to prayer and the ministry of the word." Acts 6: 3-4

ARTICLE 5. 2 Directors for Arizona Law Purposes. For the purposes of Arizona corporate law, the phrases “Board,” “Elders” and “Board of Elders” refer to the “Directors,” or “Board of Directors,” of the Corporation, as the case may be.

ARTICLE 5. 2 1 The Board of Elders is the final authority on all matters related to the Corporation and Scriptural qualifications of Congregational Members.

ARTICLE 5. 3 Qualifications. Elders must be Congregational Members, as defined in Section 4 above, and meet these criteria:

ARTICLE 5. 3 1 Character. Character as described in 1 Timothy 3:2-7. (See above)
ARTICLE 5. 3 2 Competence. Competence is defined as the specific gifts and abilities that are Holy Spirit endowed combined with skills acquired through training and life experience.
ARTICLE 5. 3 3 Chemistry. Chemistry is defined as the intangible quality of being able to "fit" within the current Board of Elders; the ability to blend and enrich the current circle of community and relational harmony within the Board.
ARTICLE 5. 3 4 Courage. Courage is defined as the ability, when properly called for, to enter into difficult exchanges and defend the faith, the Church and individuals in ways that preserve and maintain the community, plus the ability to speak the truth in love without destructive results.
ARTICLE 5. 3 5 Calling. A person called to serve as an Elder should have discerned God's hand in his or her life and ministry. There must be a sufficient representation of these spiritual gifts on the Board:

ARTICLE 5. 3 5 1 Discernment: “...to another miraculous powers, to another prophecy, to another distinguishing between spirits, to another speaking in different kinds of tongues,[a] and to still another the interpretation of tongues.” 1 Corinthians 12: 10

ARTICLE 5. 3 5 1 1 Now a man named Ananias, together with his wife Sapphira, also sold a piece of property. With his wife's full knowledge he kept back part of the money for himself, but brought the rest and put it at the apostles' feet. Then Peter said, "Ananias, how is it that Satan has so filled your heart that you have lied to the Holy Spirit and have kept for yourself some of the money you received for the land? Didn't it belong to you before it was sold? And after it was sold, wasn't the money at your disposal? What made you think of doing such a thing? You have not lied to men but to God." Acts 5: 1-4
ARTICLE 5. 3 5 1 2 From that time on Jesus began to explain to his disciples that he must go to Jerusalem and suffer many things at the hands of the elders, chief priests and teachers of the law, and that he must be killed and on the third day be raised to life.  Peter took him aside and began to rebuke him. "Never, Lord!" he said. "This shall never happen to you!"  Jesus turned and said to Peter, "Get behind me, Satan! You are a stumbling block to me; you do not have in mind the things of God, but the things of men." Matthew 16: 21-23.

ARTICLE 5. 3 5 2 Wisdom: To one there is given through the Spirit the message of wisdom, to another the message of knowledge by means of the same Spirit. 1 Corinthians 12:8

ARTICLE 5. 3 5 2 1 Who is wise and understanding among you? Let him show it by his good life, by deeds done in the humility that comes from wisdom. But if you harbor bitter envy and selfish ambition in your hearts, do not boast about it or deny the truth. Such "wisdom" does not come down from heaven but is earthly, unspiritual, of the devil. For where you have envy and selfish ambition, there you find disorder and every evil practice. But the wisdom that comes from heaven is first of all pure; then peace-loving, considerate, submissive, full of mercy and good fruit, impartial and sincere. Peacemakers who sow in peace raise a harvest of righteousness. James 3: 13-18
ARTICLE 5. 3 5 2 2 I came to you in weakness and fear, and with much trembling. My message and my preaching were not with wise and persuasive words, but with a demonstration of the Spirit's power, so that your faith might not rest on men's wisdom, but on God's power.  We do, however, speak a message of wisdom among the mature, but not the wisdom of this age or of the rulers of this age, who are coming to nothing. No, we speak of God's secret wisdom, a wisdom that has been hidden and that God destined for our glory before time began. None of the rulers of this age understood it, for if they had, they would not have crucified the Lord of glory. However, as it is written: “No eye has seen, no ear has heard, no mind has conceived what God has prepared for those who love him" but God has revealed it to us by his Spirit. The Spirit searches all things, even the deep things of God. For who among men knows the thoughts of a man except the man's spirit within him? In the same way no one knows the thoughts of God except the Spirit of God. We have not received the spirit of the world but the Spirit who is from God, that we may understand what God has freely given us. 13This is what we speak, not in words taught us by human wisdom but in words taught by the Spirit, expressing spiritual truths in spiritual words. The man without the Spirit does not accept the things that come from the Spirit of God, for they are foolishness to him, and he cannot understand them, because they are spiritually discerned. 1 Corinthians 2: 3-14

ARTICLE 5. 3 5 3 Teaching: If it is serving, let him serve; if it is teaching, let him teach. Romans 12: 7

ARTICLE 5. 3 5 3 1 And in the church God has appointed first of all apostles, second prophets, third teachers, then workers of miracles, also those having gifts of healing, those able to help others, those with gifts of administration, and those speaking in different kinds of tongues. Are all apostles? Are all prophets? Are all teachers? Do all work miracles? 1 Corinthians 12: 28-29
ARTICLE 5. 3 5 3 2 Meanwhile a Jew named Apollos, a native of Alexandria, came to Ephesus. He was a learned man, with a thorough knowledge of the Scriptures. He had been instructed in the way of the Lord, and he spoke with great fervor and taught about Jesus accurately, though he knew only the baptism of John. He began to speak boldly in the synagogue. When Priscilla and Aquila heard him, they invited him to their home and explained to him the way of God more adequately.  When Apollos wanted to go to Achaia, the brothers encouraged him and wrote to the disciples there to welcome him. On arriving, he was a great help to those who by grace had believed. For he vigorously refuted the Jews in public debate, proving from the Scriptures that Jesus was the Christ. Acts 18: 24-28
ARTICLE 5. 3 5 3 3 And the things you have heard me say in the presence of many witnesses entrust to reliable men who will also be qualified to teach others. 2 Timothy 2: 2

ARTICLE 5. 4 Board Composition. The Board of Elders consists of not less than seven Elders, which shall include the Senior Pastor.

ARTICLE 5. 5 Changes. By a Special Majority Vote of the Board, the Elders may change the number of Elders serving on the Board. As required by ARS §10-3805, a decrease in the number of Elders or term of office does not shorten the term of an incumbent Elder.

ARTICLE 5. 6 Term of Elders. A term for an Elder should normally be for two years.

ARTICLE 5. 6 1 An Elder will ordinarily serve for no more than two consecutive terms without taking a year off. An Elder shall not serve more than five consecutive terms without taking a year off.
ARTICLE 5. 6 2 Notwithstanding an Elder’s resignation or removal, an Elder may continue to hold office, despite the expiration of an Elder’s term, until the Elder’s successor is elected, or appointed.

ARTICLE 5. 7 Removal, Suspension, Expulsion. By Special Majority vote of the Board of Elders as provided below in Section 7, an Elder whose behavior is determined by the Board of Elders of the Church to be contrary to the best interests of the Church may be removed from office at any time.

ARTICLE 5. 7 1 If an Elder is absent from more than one half of the meetings of the Board of Elders during the past 12 months, then he should be considered for removal from office.
ARTICLE 5. 7 2 Provided, however, that meetings missed with “Good Cause” (i.e., the approval of a Special Majority of the Elders of a good faith reason for missing the meeting, e.g., business travel, health issues or pressing family commitments) do not count as an “absence” for this purpose.

ARTICLE 5. 8 Replacement. The Board of Elders may select a person to serve out the remaining term of an Elder who has resigned, been removed, or who is unable to continue to serve.

ARTICLE 5. 9 Quorum. The presence of a majority of the Elders on the Board constitutes a quorum.

ARTICLE 5. 10 Notice of Meetings. Meetings of the Elder Board should be called on not less than three days notice, except in an emergency. An Elder may waive notice as allowed by law.

ARTICLE 5. 10 1 Notice of a special meeting of the Board of Elders shall be given at least three days in advance by written notice delivered personally, by telephone, by email or by mail or by fax to each Elder at his/her address as shown on the records of the Corporation.
ARTICLE 5. 10 2 Unless otherwise provided by law, whenever Notice is required to be given to an Elder, a wavier in writing, signed by the person(s) entitled to notice, whether before or after the stated time, is equivalent to the giving of notice.
ARTICLE 5. 10 3 The attendance of an Elder at a meeting constitutes a waiver of notice of the meeting, unless an Elder attends for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
ARTICLE 5. 10 4 The reason for calling a special meeting need not be specified in the notice.

ARTICLE 5. 11 Meetings. There is no distinction between a special meeting and a general meeting for the purpose of these bylaws. The Elders will usually designate one of their regular meetings as the "Annual Meeting".

ARTICLE 5. 12 Electronic Meetings. Elders may participate in a regular or special meeting and may cast their votes through use of internet meeting, video or conference telephone or similar electronic communications equipment, so long as all participating Elders can hear one another. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting. Elders may grant consent to a unanimous consent resolution by e-mail approval or by facsimile signature.

ARTICLE 5. 13 Reimbursement. Elders shall not receive salary or remuneration for their services, but by resolution of the Board of Elders, may be reimbursed for reasonable expenses actually incurred in connection with attendance at regular or special meetings of the Board.

ARTICLE 5. 14 Duties of Elders. Elders shall discharge their duties, including duties as committee members, in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Corporation.

ARTICLE 5. 14 1 Ordinary care is care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In the discharge of a duty imposed or power conferred on Elders, they may in good faith rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person that were prepared or presented by a variety of persons, including officers and employees of the Corporation, professional advisors or experts such as accountants or attorneys.
ARTICLE 5. 14 2 An Elder is not relying in good faith if the Elder has knowledge concerning a matter in question that renders reliance unwarranted.
ARTICLE 5. 14 3 Elders are not deemed to have the duties of trustees of a trust with respect to the Corporation or with respect to property held or administered by the Corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
ARTICLE 6. GOVERNANCE

ARTICLE 6. 1 Governance. The Corporation's governance is the responsibility of the Board of Elders.
ARTICLE 6. 2 Contracts. In addition to the officers authorized by these Bylaws, the Board of Elders may authorize a committee, officer or officers or agent or agents, to sign contracts or to execute and to deliver instruments in the name of, and on behalf of, the Corporation. Signing authority may be general or may be limited to specific situations.
ARTICLE 6. 3 Deposits. Corporate funds shall be deposited from time to time to the credit of the Corporation in banks, trust companies or other depositories selected by the Board of Elders or their designees.
ARTICLE 7. SPECIAL TOPICS

ARTICLE 7. 1 Special Topics Requiring Elder’s Approval. These “Special Topics” require the approval of a “Special Majority, i.e.,” 66% of the Elders (the “Vote”) (unless otherwise directed in these Bylaws or by State Law):

ARTICLE 7. 1 1 The call or dismissal of a Senior Pastor(s) which, as a matter of Scripture, will be submitted to the Congregational Members to obtain their sense regarding the approval and/or ratification of as noted above in Section 4;
ARTICLE 7. 1 2 The “Transfer” (i.e., purchase, sale or a lease in excess of ten years) of all or substantially all of the real property owned by the Church to an unrelated third party.

ARTICLE 7. 1 2 1 In determining whether the proposed Transfer is to an “unrelated third party,” the Board shall be guided by the laws, rules and regulations of the Internal Revenue Service. A Transfer to a legal entity (or its subsidiary) which qualifies under Section 501(c)(1)-(17) of the Internal Revenue Code, as amended from time to time, as a “Support Organization” is not deemed a “Transfer” to an unrelated third party (i.e. therefore is not a “Special Topic”).

ARTICLE 7. 1 3 Amendment of the Statement of Faith of the Church.
ARTICLE 7. 1 4 An action to merge or dissolve the Church as a corporation.
ARTICLE 7. 1 5 Amendment to the Articles of Incorporation of the Church.
ARTICLE 7. 1 6 The approval of the Annual Church Budget.
ARTICLE 7. 1 7 The addition, deletions, or alteration to the Bylaws of the Corporation which, as a matter of Scripture, also should be submitted to the Congregational Members to obtain their sense as noted above in Section 4.
ARTICLE 7. 1 8 The removal of an officer or of an Elder of the Corporation.
ARTICLE 8. OFFICERS

ARTICLE 8. 1 Officers. The Board of Elders will ordinarily elect these officers for one year terms at an Annual (or special) meeting: Chair; Secretary/Treasurer, and Vice Chair(s), if any.
ARTICLE 8. 2 Chair of the Board. All Officers report to, and are responsible to, the Board Chair, who presides at the Board meetings and generally sets the agenda, oversees the administration of the Corporation, directs the operating activities of the Corporation and performs other duties defined by the Board.
ARTICLE 8. 3 Secretary/Treasurer. The office of Secretary/Treasurer may be filled by one individual or divided into the two separate offices of Secretary and Treasurer with an officer elected for each position. The duties of Secretary/Treasurer, listed in Sections 8.3.1 and 8.3.2 may be allocated between those two offices as agreed to by the Board. The Secretary/Treasurer is elected by the Board of Elders and may supervise or perform these duties:

ARTICLE 8. 3 1 To give notice of, and to attend meetings of the Corporation and to arrange for keeping a record of proceedings;
ARTICLE 8. 3 2 To keep a list of the Congregational Members of the Corporation upon request;
ARTICLE 8. 3 3 To oversee the preparation an annual report of the finances, transactions and condition of the Corporation.
ARTICLE 8. 3 4 To oversee the keeping of the books and records of the Corporation, and ensure that all accounting records are properly maintained.
ARTICLE 8. 3 5 To supervise accounting of monies received and expended for use of the Corporation and accounting of disbursements authorized by persons designated by the Elders.
ARTICLE 8. 3 6 To make a report at the Annual Meeting or when called upon by the Chair.

ARTICLE 8. 4 Inspection. The funds, books and vouchers are at all times subject to verification and inspection of the Elders.
ARTICLE 8. 5 Removal and Vacancies. An Officer may be removed from office by a Special Majority vote of the Board when, in the Board's sole and absolute discretion, the Church’s best interest will be served by removal.
ARTICLE 8. 6 Vacancies. A vacancy in an office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Elders for the unexpired portion of the term by Majority Vote.
ARTICLE 8. 7 Other Officers. The Board of Elders may from time to time, without amendment to these Bylaws, designate one or more officers to perform duties identified by the Board.
ARTICLE 9. ELECTIONS

ARTICLE 9. 1 Nominations. A Nominating Committee composed of at least one Elder and at least six additional Congregational Members approved by the Board should prepare a slate of candidates for vacancies on the Board of Elders. The Board will usually call a meeting of the Congregational Members for Scriptural approval of the candidates, who will then be presented to the Board of Elders for election to formally fill vacancies on the Board.
ARTICLE 9. 2 Board of Elders. Elders for whom election is applicable as their terms expire pursuant to these Bylaws should be replaced at the Annual Meeting of the Elders, but may be replaced at any meeting of the Elders.
ARTICLE 9. 3 Officers. Corporate Officers are usually elected at the Annual Meeting of the Board of Elders, but may be elected at any meeting of the Elders. Candidates who receive a majority of votes are elected. If no election is held, then the officers in place (and still active) are deemed re-elected for another one year term or until their successors are elected.
ARTICLE 10. COMMITTEES

ARTICLE 10. 1 Executive Committee: The Executive Committee will usually be composed of the Senior Pastor and the Officers of the Board of Elders.

ARTICLE 10. 1 1 The Executive Committee may consult with the Senior Pastor.
ARTICLE 10. 1 2 A meeting of the Executive Committee may be called by a member of the Executive Committee with or without formal notice.

ARTICLE 10. 2 Standing Committees. Standing Committees, including the Audit Committee, may be established by the Board, and report to the Board upon request.
ARTICLE 10. 3 Special Committees. Special Committees may be appointed from time to time by the Board to work on special goals or programs of the Corporation.
ARTICLE 10. 4 Role of Committees: The primary role of Committees is to accomplish the mission delegated to it by the Board of Elders. Each Committee's mission should be defined in writing.
ARTICLE 10. 5 Nominating Committee. A Nominating Committee should be established to present candidates to the Board of Elders to fill vacancies.
ARTICLE 10. 6 Pastoral Call Committee. A Pastoral Call Committee will be formed as necessary to recommend candidates for consideration for the position of Senior Pastor of the Congregation. The Pastoral Call Committee shall be composed of at least one Elder and at least eight Congregational Members to propose a slate of candidates to the Board of Elders prior to presentation to the Congregation. Pastors other than the Senior Pastor may be called by the Senior Pastor, subject to the approval of the Board of Elders.
ARTICLE 11. AMENDMENTS. These Bylaws and the Articles of Incorporation may be amended or restated by a Special Majority Vote of the Elders as described in Article 7 above, after Scriptural presentation to the Congregational Members for their comment.

ARTICLE 12. NON-LIABILITY. The Congregational Members of the Corporation are not to be considered as legal “partners” or “joint venturers” for any purpose. No Congregational Member, officer, agent or employee is liable for the acts or failure to act of another Congregational Member, officer, agent or employee of the Corporation, nor shall a Congregational Member, officer, agent or employee be liable for acts or failure to act under these Bylaws, excepting only acts or omissions arising out of willful misfeasance to the extent provided by law.
ARTICLE 13. INDEMNIFICATION

ARTICLE 13. 1 Statement of Intent. To the fullest extent of Arizona law, the Church intends to protect those Indemnified Parties (defined below) who serve the Church from personal liability for claims for monetary damages for acts or omissions in their representative capacity or as an agent of the Church, including but not limited to, the costs of defending against these claims. Arizona’s Nonprofit Corporate Code provides for two types of protection, “Mandatory” and “Permissive” Indemnification. The rights and duties created in this Article are in addition to those specified for Elders and Officers under Arizona Revised Statutes §10-3850, et seq.
ARTICLE 13. 2 “Indemnified Party.” For purposes of this Article, “Indemnified Party (Parties)” means: (i) Elders of the Church), (ii) Officers of the Church, (iii) all persons who serve on a board, council or committee of the Church to the extent that the claim pertains to their service or for other service of the Church in an advisory capacity and further provided that they are acting within the course and scope of their position.
ARTICLE 13. 3 Mandatory Indemnification. The Church shall indemnify, defend and hold harmless the Indemnified Parties for, from and against claims or charges against them (including their spouses) arising from (i) the performance of duties within the scope of their authority to the maximum extent allowed by law or (ii) for negligence (but not for gross negligence) occurring during the performance of those duties to the extent of applicable insurance. (In its sole and absolute discretion, the Board of Elders may, but is not required to, extend indemnity and defense costs in excess of applicable liability insurance to claims arising from negligence or gross negligence.)

ARTICLE 13. 3 1 The Church shall indemnify, defend and hold harmless an Indemnified Person who is made a party to a proceeding arising from past or present service in that capacity for the Church or service performed at the request of a Elder, officer or pastor in advance of final disposition of the proceeding.
ARTICLE 13. 3 2 Indemnification and advancement of expenses is mandatory in all circumstances in which indemnification or advancement of expenses, as the case may be, is permitted by law in connection with: (i) a proceeding in which the indemnitee is the defendant; or (ii) a proceeding (or part thereof) initiated by the indemnitee only if the proceeding (or part thereof) was authorized in writing in advance by the Board of Elders of the Church.
ARTICLE 13. 4 Permissive Indemnification. To the extent authorized from time to time by the Board of Elders acting in their sole and absolute discretion, the Church may, but need not, provide a defense and/or indemnity and may advance expenses to Congregational Members, employees and agents of the Church, as permitted by law for claims arising out of their service to the Church.
ARTICLE 13. 5 Repeal or Modification. Any repeal or modification of this Article is prospective only and shall not adversely affect any limitation on the personal liability of an Indemnified Party of the Church existing at the time of repeal or modification.
ARTICLE 13. 6 Elders and Officers Liability Insurance. The Elders may, but are not required to, obtain Directors and Officers liability insurance.

ARTICLE 14. FINANCES, FISCAL YEAR, NONPROFIT OPERATION, BONDING AND CORPORATE SEAL

ARTICLE 14. 1 Finances. The Church is not intended to be, and shall not operate as, a profit-making organization, nor is it founded with the expectation of making a profit. The Church shall use its funds only for purposes authorized in the Articles or in these Bylaws or by law.
ARTICLE 14. 2 Fiscal Year. The fiscal year of the Church is from July 1st through June 30th, or as otherwise established by the Board of Elders.
ARTICLE 14. 3 No Stock. The Church will not have or issue shares of stock. No dividends will be paid. No part of the income or assets of the Church will be distributed to an Interested Person (as defined below) without full consideration. The Church may contract in due course with its Elders and officers without violating this provision.
ARTICLE 14. 4 Bonding. Persons entrusted with the handling of Church funds may be required, at the discretion of the Elders, to furnish, at Church expense, a suitable fidelity bond.
ARTICLE 14. 5 Corporate Seal. The Board of Elders may, but are not required to, provide a corporate seal.
ARTICLE 14. 6 Inspection and Copying. An Elder or officer of the Corporation may inspect and receive copies of the books and records of the Corporation if the person has a proper purpose related to the person's interest in the Corporation and if the person submits a request in writing to the Board of Elders.

ARTICLE 14. 6 1 Congregational Members are not authorized to review books and records. They may receive financial statements upon reasonable request and upon paying a reasonable fee, but lists containing the name and contact information of Congregational Members are not generally available to other Members or to the general public and may be released only with the prior written approval of the Board of Elders.
ARTICLE 14. 6 2 A person entitled by law to inspect the Corporation's books and records may do so at a reasonable time no later than as required by Internal Revenue Regulations, if any, after the Corporation's receipt of a proper written request.
ARTICLE 14. 6 3 The Board of Elders may establish reasonable fees for copying the Corporation's books and records by members. The fees may cover the cost of materials and labor, but may not exceed the Internal Revenue Service guidelines for providing copies.
ARTICLE 14. 6 4 The Internal Revenue Service requires that copies to be made available to the legitimate, requesting public. The Corporation shall receive and respond as required by Internal Revenue Service guidelines to requests from the public for copies of the Corporation’s Form 1023 and Form 990, if any. The Corporation shall maintain a file containing all documents required by the Internal Revenue Service to be made available to the public.
ARTICLE 15. DISSOLUTION

ARTICLE 15. 1 Vote. The Corporation may be dissolved by the Elders as noted above for Special Topics.
ARTICLE 15. 2 Distribution. If the Corporation is dissolved, then its property shall be distributed only for charitable purposes to the organization(s) specified in the Corporation’s Articles of Incorporation. If the organization is no longer in existence, then the distribution shall be according to the Articles as determined by the Board of Elders and only as permitted by Internal Revenue Service rules and regulations governing nonprofit corporations.
ARTICLE 16. AFFILIATED TRANSACTIONS AND INTERESTED PERSONS

ARTICLE 16. 1 Affiliated Transactions. No contract or other transaction between the Church and an Interested Persons (as defined below), including the sale, lease or exchange of property to or from an Interested Persons, the lending or borrowing of monies to or from an Interested Persons by the Church or the payment of compensation by the Church for services provided by Interested Persons, is void or voidable merely because of the relationship or interest between the Church and the Interested Persons or because an Interested Person is present at the meeting of the Board of Elders or a committee thereof which authorizes, approves or ratifies the transaction or because his, her or their votes are counted for that purpose if:

ARTICLE 16. 1 1 The fact of the relationship or interest is disclosed or known to the Board of Elders or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for that purpose without counting the votes or consents of an Interested Person(s); or
ARTICLE 16. 1 2 The contract or transaction is fair and reasonable to the Church at the time the contract or transaction is authorized, approved or ratified in light of circumstances known to those entitled to vote at that time.
ARTICLE 16. 1 3 The term “Interested Persons” means Congregational Members, Elders, Pastors, employees, agents and volunteers of the Church, or corporation, firm, association or other entity in which one or more of the foregoing is a Elder, officer or member or owns more than 30% of the equity therein or who stands to receive a material financial benefit from the transaction.
ARTICLE 16. 1 4 Any person seeking to establish that a contract or transaction is void or voidable must first prove by a preponderance of the evidence that the provisions of subparagraphs 16.1.1 and 16.1.2 do not apply.

ARTICLE 16. 2 Determining Quorum. All Elders may be counted in determining the presence of a Quorum at a meeting of the Board of Elders or of a committee thereof which authorizes, approves or ratifies the contract or transaction. (The fact that a Elder may be an “Interested Person” does not disqualify him for the purpose of counting the Quorum.)
ARTICLE 16. 3 Loans to Elders and Officers. Notwithstanding anything herein to the contrary, the Church shall neither lend money to, nor use its credit to assist, an Interested Person, whether or not an employee or an officer.

ARTICLE 16. 3 1 An Elder or officer who assents to, or participates in, the making of a prohibited loan is liable to the Church for the amount of loan plus interest at the statutory rate applicable to judgments pursuant to Arizona law until the loan is repaid in full; PROVIDED, HOWEVER, that with the written approval of a majority of the Elders, a loan or other assistance may be extended to a Congregational Member or to an employee for charitable purposes in time of need.
ARTICLE 17. DECLARATIONS

ARTICLE 17. 1 Definition of Marriage. As a Scriptural matter, all those who voluntarily associate with this Corporation, as a Congregational Member or otherwise, are deemed to acknowledge that the Board of Elders is the ultimate authority on the interpretation of Holy Scripture and that the Board’s interpretation of Scripture includes the definition of marriage as the union between only a man and a woman and excludes homosexual relationships.
ARTICLE 17. 2 Employees. All employees report to the Senior Pastor, his designee, or other operating officer designated by the Board. The Board of Elders may employ persons as it deems necessary and fix the title, salary and other considerations of employment.

ARTICLE 17. 2 1 Unless otherwise specifically provided in writing, all employment is "at will,” and is administered in accordance with the laws of the State of Arizona.
ARTICLE 17. 2 2 The only benefits to be granted employees shall be those defined by written policy approved by the Elders.
ARTICLE 18. GOVERNING LAW: These Bylaws shall be interpreted as necessary to comply with the Arizona Revised Statutes for nonprofit corporations and the IRS regulations governing nonprofit corporations.

CERTIFICATION OF ADOPTION OF BYLAWS
The undersigned hereby certify that: (i) the undersigned is the duly elected Secretary of the Board of Elders of the Corporation; (ii) that these are the Restated Bylaws of the Corporation which were adopted by the unanimous vote of the Board of Elders of the Corporation to fully replace and supersede all prior bylaws and all prior constitutions; and (iii) they became legally binding as of the "Effective Date" of _____________ 2010, regardless of the actual date of signing.

IN WITNESS WHEREOF, I signed my name to be legally binding as of the Effective Date.

_(left unsigned until vote)___
Secretary/Treasurer

 

ATTEST: (left unsigned until vote)_____
Print Name:
Chair of the Board of Elders