The name of the corporation is Pembroke Christian Church, Inc. The principle office of the corporation is located on 116 West Bacon Street, Pembroke, Bryan County, Georgia.
2.1 General Statement of Purpose: The Corporation (hereinafter referred to as "Church") is organized to establish and maintain a place of worship and to operate as a church. These bylaws are enacted to state, preserve and secure the principles of the faith of the Church members and to govern the body in an orderly manner.
2.2 Mission of the Church: The purpose of this Church shall be as revealed in the New Testament to win people to faith in Christ and commit them actively to the Church, to help them grow in the grace and knowledge of Christ, that increasingly they may know and do His will and to work with all Christians and with them engage in the common task of extending the Kingdom of God.
3.1 Members Defined: The membership of this Church shall consist of those who were identified as members of the Church prior to the adoption of these bylaws, and also of any persons who become members in the future.
3.2 New Members: Any person may become a member of this Church in any of the following ways: (1) By confession of faith in Jesus Christ and baptism by immersion; or (2) By transfer of membership and reaffirmation of faith;
3.3 Baptism: All new members who have not previously been baptized by immersion shall be encouraged by the Minister, deacons, and elders to be baptized by immersion unless physically unable to undergo immersion. It is the policy and belief of this Church that baptism by immersion is the Lord"s command for all believers.
3.4 Rights of Members: Each member of the Church, as defined herein, shall be entitled to vote at all elections and on all questions submitted to the church at business meetings, provided the member is present.
4.1 Government of Church: The Church is organized and shall be governed as provided in these bylaws. The government of this church is vested in the Members, who shall elect a Board of Directors to administer the Church"s business affairs. The Board"s duty is to the Church members and the Board shall report to the Church Members at the Church"s annual business meeting.
4.2 Board of Directors: The business affairs of the Church shall be controlled and administered by a Board of Directors (hereinafter "Board"). The Board is charged by the congregation with the duty of conducting the business affairs of the Church and with the planning and execution of Church programs.
4.3 Composition of the Board: The Board members shall be as follows:
To be an active Board member, you must attend at least 50% of the regular meetings. If a Board member cannot attend, a vote by proxy can be established. A proxy can only be given to an active Board Member. The proxy must be in writing or given verbally to an Elder.
4.4 Vacancy on Board: In the event that any position on the Board becomes vacant due to death, resignation or incapacity, the remaining Board members shall elect an interim board member who shall serve until the next annual meeting. If the term of the vacant position does not expire at that time, then an Interim Board Member shall be elected to fill the unexpired term. Such nomination and election shall be conducted as all other nominations and elections of Board members.
4.5 Monthly Meeting: The Board shall meet on a monthly basis on a fixed day (such as the second Thursday of each month) to be established by the Board. If the Board desires to change the fixed day, then the members shall be given one month"s notice of such change. For a meeting to be considered an official meeting, the Chairman or Vice Chairman must be present and there must be a quorum of active Board Members present physically or by proxy.
4.6 Votes: Except as otherwise provided in these bylaws, voting upon any issue before the Board of Directors shall be simple majority.
4.7 Action of the Board: Except as otherwise provided herein, the Church shall not be bound to any contract or commitment of any nature unless the same has first been approved in the form of a resolution of the Board of Directors.
4.8 Acquisition or Conveyance of Real Property: The Church may purchase, sell, mortgage, or otherwise alienate or encumber real property only after the Board of Directors have approved a resolution to do so by a 2/3 vote. The Resolution adopted by the Board shall designate three Board members who shall be authorized to execute the necessary legal instruments. Following the resolution of the Board, the matter must be presented to the Members at a Special Meeting as provided in Article Seven. The members present must ratify the resolution by a 3/4 vote. The Secretary shall sign a certificate and attach to the initial resolution, said certificate attesting that the resolution has been duly ratified by the members are required by these bylaws. The Secretary shall attach the corporate seal to the resolution and certificate.
4.9 Fiscal Year: The Fiscal Year for the Church shall commence on January 1 of each year.
5.1.1 Officers: The officers of the Church shall consist of a Chairman, Vice Chairman, Secretary, a Treasurer, and such other assistant offices as the Board of Directors designates. Only Board members shall serve as officers of the Church. The offices of Chairman, Vice Chairman, Secretary, and Treasurer shall be occupied by four different persons.
5.1.2 Secretary: The church shall elect annually a Secretary. The secretary shall be responsible for keeping suitable record of all official actions of the church, except as otherwise herein provided. The secretary shall be responsible for keeping a register of names of members, with dates of admission, death, or erasure, together with a record of baptisms. The secretary shall preserve on file all communications and written official reports, and give required notice of all meetings where notice is necessary, as indicated in these bylaws. The Secretary shall be responsible for maintaining the Corporate Seal and for affixing it to all resolutions, minutes or other documents on which the seal is required. The Board may designate an Assistant Secretary who may carry out any of these duties at the request of the Secretary.
5.1.3 Treasurer: The Church shall elect annually a church treasurer who shall act as Chief Financial Officer of the Church. It shall be the duty of the treasurer to receive, preserve, and pay out all money or things of value paid or given to the church, keeping at all times an itemized account of all receipts and disbursements. The Treasurer shall also be responsible for collecting and depositing all tithes and offerings. It shall be the duty of the treasurer to render to the church at each regular business meeting an itemized report of the receipts and disbursements of the preceding month. The Board may designate an Assistant Treasurer who may carry out any of these duties at the request of the Treasurer.
5.1.4 Chairman: The Chairman shall act as the Chairman of the Board of Directors. The Chairman shall preside over all Board meetings. The Chairman can only be a Deacon or an Elder.
5.1.5 Vice Chairman: The Vice Chairman shall act as Vice Chairman of the Board of Directors.
5.1.6 Term of Officers: All officers shall be elected for one year terms at the Annual meeting. Officers are not to exceed five consecutive terms in the same position.
5.1.7 Vacancy of Office: In the event that there is a vacancy in any office, the Board shall elect an interim officer. Within two months of such vacancy, the appointment of the interim officer must be ratified by the members at a called meeting held as provided in Article Seven.
5.2.1 Deacons: In order to qualify to become a deacon, one year church membership is required, or less if the member has previously served as a deacon at another church immediately prior to uniting with the Church as a member. Deacons shall be elected and shall serve as provided in Article Six.
5.2.2 Junior Deacons: Associate deacons may be appointed by the Board if necessary or desirable.
5.2.3 Duties of Deacons: The Deacons shall cooperate with the Elders in promoting the growth and welfare of the Church, assist during worship services, serve the Lord"s Supper, and receive tithes and offerings. It is the duty of a Deacon and Junior Deacon to attend all Board Meetings.
5.3 Elders: There shall be no more than six active elders serving at any one time. The Elders" duties include but are not limited to the following: Promotion of the growth and welfare of the Church; spiritual oversight to members; and leadership by setting good example. The Elders are the Spiritual Leaders of the Church. It is the duty of an Elder to attend all Board Meetings
5.4 Trustees: The Board of Directors shall appoint trustees of the Church. There should be a minimum of (3) three trustees. It is the duty of the Trustees to attend all Board Meetings.
6.1 Election at Annual Meeting: The Church shall elect all officers, all committee chairmen, and all department heads at its annual meeting.
6.2 Nominating Committee: The Nominating Committee shall consist of the three members of the Church, who shall be appointed by the Board after careful and deliberate consideration. The function of the Nominating Committee is a most important one to the function of the Church. Prior to accepting such appointment, each committee member must acknowledge that he or she understands the responsibility and trust which has been placed in the member. The nominating committee shall, at each annual meeting, present its slate of nominees for the following positions: Chairman of the Board of Directors, Secretary, Treasurer, deacons, elders, and officers who are required to be elected.
6.3 Selection of Nominating Committee: At the regular November meeting of each year, the Board shall discuss the issue of appointing the Nominating Committee for the upcoming annual meeting. The nominating committee shall be appointed at the regular November meeting of the Board. The nominating committee shall meet at least once per month from the time of their appointment until the time of the Annual Meeting.
6.4 Presentation of Nominations to Board: At the regular December meeting, the nominating committee shall present to the Board of Directors its tentative slate of nominees so that the full Board may offer input and comment.
6.5 Chairman of Nominating Committee: The committee shall at its first meeting elect a chairman. The chairman shall be responsible for keeping written records and minutes of each meeting. Following the annual meeting, the Chairman shall deliver the records of the nominating committee to the Secretary who shall maintain the records of the Nominating Committee with the Records of the Corporation.
6.6 Method of Election: At the annual meeting, each position shall be voted on individually. Deacons and Elders shall be elected first, then Officers. For each position, the Chairman of the Nominating Committee shall announce the candidate chosen by the Committee. The Moderator shall open the floor for additional nominations other than those presented by the Nominating Committee. Election shall be by majority vote. If there are more than two candidates for any position, then election shall be by simple plurality vote. If there is more than one candidate for any position, then voting shall be conducted by secret ballot. If there is only one candidate, the Moderator may conduct voting by acclamation or show of hands.
7.1 Conduct of Meetings: The Chairman of the Board shall serve as moderator of all business meetings. In the absence of the Chairman, the Vice Chairman shall serve as moderator. Robert"s Rules of Order, Revised, is the authority for parliamentary rules of procedure for all business meetings of the church.
7.2 Worship Services: The Church shall meet regularly each Sunday morning for worship service and Sunday School.
7.3 Regular Business Meetings: The Board of Directors shall meet on a monthly basis as provided in Article Four. All Church members may attend these meetings.
7.4 Special Business Meetings: The Board may conduct called business meetings to consider matters of special nature and significance. A special meeting may be called by the Board or by Petition of 1/3 active Board members. All special meeting decisions can be reviewed at the next Regular Board Meeting.
7.5 Annual Meeting: The annual meeting of the Church shall be held each January on the Second Sunday in January.
7.6 Notice: Except as otherwise provided herein, two weeks notice is to be given of all Special or annual meetings of the Church. Such notice shall be posted in the Church vestibule in such manner that all members have an opportunity to examine the notice. Such notice shall also be printed in the Church Bulletin.
8.1 Duties: The minister of the church shall perform the duties which usually pertain to that office. The minister shall lead the worship service each Sunday morning and such other worship services as the Church may establish.
8.2 Selection: The minister shall be chosen by the church as provided herein.
8.2.1 A committee of five church members nominated by the Chairman and elected by the Board shall serve as pulpit committee and shall be responsible for recommending a prospective minister to the Board.
8.2.2 The Church Board shall consider the recommendation of the pulpit committee and if approved, recommend the prospective minister to the church. The Board may at any given time consider only one prospective minister nominated by the Pulpit committee.
8.2.3 The recommendation of the Board shall be brought before a meeting of the full membership following a regular Sunday worship service. At least two week"s notice of the meeting shall be given. In addition to the regular written notice for all meetings, a verbal announcement shall be made at the morning worship service the two Sundays preceding the meeting. Vote shall be by secret ballot. A 3/4 majority of the vote is required for approval.
8.3 Term: The term of the ministry shall be for an indefinite period and may be terminated by either party upon 60 days notice. A written statement setting forth the salary to be paid and other conditions of minister"s employment shall be executed in duplicate, with one copy given to the minister and the second copy retained by the Secretary.
9.1 Committee Members: Each committee must have at least three members. A Husband and Wife may not serve on the same committee. At least one member of each committee must be a member of the Board of Directors. The Chairman shall be an ex-officio member of each committee.
9.2 Meetings of Committees: Each committee shall meet as often as necessary, but only after all members have been notified. At the first committee meeting, the committee shall elect a chairman.
9.3 Acquisitions/Conveyances: For each proposed sale, purchase, or mortgage of any real property by the Church, the Board shall appoint a committee of at least three active Board Members to investigate the matter and make a recommendation to the Board.
9.4 Nominating Committee: The nominating committee shall be appointed as provided in Article Five.
9.5 Church Bulletin: A printed church bulletin shall be distributed each Sunday morning. It shall be the duty of the Board to see that at all times there is a person who is willing and able to assist with composing and printing the bulletin. If necessary, the Board may appoint a committee to oversee this duty, or the Board may designate several persons who will alternate the composition, printing, and distribution of the bulletin.
Amendments to these bylaws may be made at any regular meeting of the church provided each amendment shall have been presented in writing at a previous business meeting and copies of the proposed amendment shall have been posted in the church vestibule for at least two weeks preceding the vote. Amendments shall be made only after a two thirds vote of acceptance.
CERTIFICATE OF SECRETARY
KNOWN ALL MEN BY THESE PRESENTS that the undersigned Secretary of the Corporation know as the Pembroke Christian Church, Inc., a Georgia nonprofit corporation, does hereby certify that the above and foregoing Bylaws were duly adopted by the Directors of said Church/corporation as the Bylaws of said Church/Corporation on the______________ day of ____________________, 200___, and that they do now constitute the Bylaws of said Church/Corporation.
_____________________________ (SEAL) Secretary