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Vineyard Bylaws

DEFINITIONS

Church = Vineyard Church of Ann Arbor and its members (see Article III)

Board = duly elected members of the Church Board (see Article IV)

ARTICLE I - OFFICES

A.  The Church shall maintain a registered office in the State of Michigan and a registered agent at such office.  The Church may have other offices.

ARTICLE II - AFFILIATION

A. The Church shall be affiliated with The Vineyard: A Community of Churches.

ARTICLE III - MEMBERS

A. Classes of Members

1. The Church shall have one class of members.

B.  Membership Process.

1.  A prospective member will:

  1. complete the membership process provided by the Church,
  2. submit a letter stating their intention to fulfill the responsibilities of membership,
  3. agree to support the Vision and Core Values of the Church,
  4. agree to be bound by the provisions of this set of Bylaws.
  5. have been baptized by water

2.  Candidates for membership shall be accepted by the Senior Pastor.

3.  The membership rolls may be reviewed at any time by the Board to ensure that all members are members in good standing according to the provisions of this Article.

C. Responsibilities of Membership

1. The responsibilities of membership include:

  1. regular participation in the life and communal worship of the Church,
  2. financial support of the Church,
  3. contribution of services to implement the Vision of the Church,
  4. maintaining an attitude of cooperation with the pastors and leaders of the Church,
  5. pursuit of personal integration of the Church's Vision and Core Values.

D. Resignation of Membership

1. Any member may resign at any time by giving written notice to the Senior Pastor.

E. Forfeiture of Membership and Removal

1. Members forfeit their membership who:

  1. without good cause absent themselves from the life and communal worship of the Church for a period of six consecutive months or more,
  2. refuse to abide by or support the Bylaws of the Church,
  3. disrupt the Church or its activities,
  4. otherwise fail to fulfill the Responsibilities of Membership.

2. If cause for removal from membership shall be found in any member, the Senior Pastor or the pastor's designated representative shall attempt to communicate with the member privately in order to seek the appropriate resolution. If this fails, the Board or its representatives shall seek to communicate with the member to achieve resolution.  In the absence of resolution, the Board will consider removal from membership.

Under the above circumstances, persons can only be removed from membership by a majority vote of the Board. Decisions to remove a person from membership will be communicated to the individual and will be recorded in the minutes of the Board. Further communication to the Church regarding the removal of a member shall be made at the discretion of the Board.

ARTICLE IV - MEETINGS OF MEMBERS

A. Conduct of Meetings.

The Chair of the Board or the Chair's designated alternate Board member, shall preside over all meetings of the members.


B. Annual Business Meeting.

1. An Annual Business Meeting shall be held to approve the budget for the upcoming fiscal year, elect board members, or transact other appropriate business.

2. Copies of the proposed budget for the upcoming fiscal year will be made available to the congregation at least three weeks before the Annual Business Meeting.

3.  The Board will hold a board meeting open to all members at least two weeks before the Annual Business Meeting for the express purpose of receiving any input from the members regarding the budget.  Members who wish to ask questions, make recommendations, or offer comments may do so by sending their comments in writing before this meeting of the Board or by attending the Board meeting in person.

4.  The Board will then finalize and approve the budget and present it at the Annual Business Meeting for a vote in accordance with this Article.


D. Special Meetings.

1. Special meetings of the members may be called by the Senior Pastor or by the Board.


E.  Notice of Annual Business or Special Meetings.

1. The place and time of meetings shall be determined by the Board.

2. A notice stating the place, day, and hour of the meeting and the purpose or purposes for which the meeting is called shall be issued not less than ten nor more than forty days before the date of the meeting.

3. Such notices shall be by one or more of the following:


  1. Oral or written notice - consisting of announcements at regularly scheduled meetings of the Church,
  2. Electronic notice - consisting of email as it appears on the records of the Church or a posting on the Church website or other electronic media,
  3. Notice by Mail - consisting of United States mail with postage thereon prepaid addressed to the member at his or her address as it appears on the records of the Church.

4.  If the purpose of the meeting includes the approval of any proposals, the Board shall provide information prior to the meeting.  Such information may include (but is not limited to) the list of candidates for positions, annual budget, proposed amendments, etc.

F.  Voting.

1. Each member present shall be entitled to one vote on each matter submitted to a vote of the members.

2. A simple majority of the votes cast by the members present at the meeting shall carry.

3. Voting by members shall only be conducted at a meeting called in accordance with this article.

ARTICLE V - GOVERNMENT

A. Church Board.

1. The Church Board (Board) shall be the governing body of the Church in respect to matters related to conduct of business affairs by the Church (e.g. budgets, compensation, employment, financial investment, buying or leasing of facility, maintenance, contract negotiation, etc. ) and any other matters specifically given to the Board in the Bylaws.

2. The Board shall provide prayer, advice, counsel, and support to the Senior Pastor regarding the life and the ministry of the Church.

3. Subject to limitation of the Articles of Incorporation, other sections of the Bylaws, and of Michigan law, all corporate powers of the corporation shall be exercised by or under the authority of the Board and the business affairs of the corporation shall be controlled by the Board.

4. The Board shall have the following powers:


  1. To select and remove officers and agents of the corporation, prescribe such powers and duties for them as may be consistent with the Articles of Incorporation and the Bylaws, and fix the compensation of employees.
  2. To conduct, manage, and control the business affairs of the corporation, and to make rules and regulations consistent with the Articles of Incorporation and the Bylaws.
  3. To borrow money and incur indebtedness for the purpose of the corporation and for that purpose cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, or other evidence of debt and securities.
  4. To provide for an annual performance review of the Senior Pastor.
  5. To fix the fiscal year of the corporation by resolution.
  6. To resolve serious complaints within the scope of the Bylaws between parties within the Church when normal efforts to resolve the concern have failed.  The Board shall serve as the final appeal within the Church for complaints.
  7. Members wishing to bring a complaint must provide a written request to the Board Chair (or a Board member designated by the Board) stating the nature of the issue and efforts undertaken to resolve the concern.
  8. The Board will determine if there is a reasonable basis for the complaint and that the underlying issue is weighty enough to justify Board action, and communicate this determination to the member bringing the complaint.
  9. The Board will establish and execute a process for handling the complaint, which will be dependent on the nature of the specific complaint, and will communicate this process to the member bringing the complaint.

5. The exercise of the powers of the Board shall be approved by a majority vote of the Board.

6. The Chair of the Board or designee shall make an annual written report of the Church finances from the previous fiscal year.   At any time during the fiscal year, any member of the Church may submit a written request to the Board for the most current budget report.


B.  Board Members.

1. The Board shall consist of a minimum of five members and a maximum of seven members including the Senior Pastor who shall be an ex-officio member of the Board.

2. The Senior Pastor shall solicit input from the members of the Church for potential Board members.  Board members shall be members of the Church, nominated by the Senior Pastor and individually approved by a majority vote of the Board, excluding the Senior Pastor, and individually approved by a majority vote of the members of the Church.

3. A majority of the Board must not be employed by the Church, and the ratio of lay members to paid staff members shall be 2:1 or greater.

4. Vacancies shall be filled by members of the Church, nominated by the Senior Pastor and approved by a majority vote of the Board, excluding the Senior Pastor.  A successor Board member so appointed shall serve for the unexpired term of the predecessor.

5. The Board Chair shall be nominated by the Senior Pastor and approved by a majority of the remaining Board members.

6. The term of office for Board members shall be two (2) years or until a successor is appointed.

7. Successors for Board members whose term of office are then expiring shall be nominated and approved at the Annual Business Meeting.

8. A Board member and the Board Chair may succeed themselves in office if nominated and approved.

9. The Board Chair shall serve for a one year term, as part of the member's normal term of office.

10. A Board member other than the Senior Pastor may be removed from office by the vote of a majority of the Board membership.  The Board member being considered for removal may not vote on their own dismissal.  Grounds for removal include, but are not limited to, significant breach of the Bylaws, failure to carry out the Responsibilities of Membership, or failure to faithfully fulfill the duties of the office.

11. The Board members shall receive no compensation for their services as Board members.

12. Individual Board members do not have the power to conduct business on behalf of the Church or otherwise  exercise the powers of the Board unless delegated by the Board.

C Place, Time and Minutes of Board Meetings.

1. Regular meetings of the Board may be held at any place and time that has been designated by the Board.

2. The Board Chair shall appoint a Board member to record minutes of every meeting which will be filed in the designated location in the Church office after approval at a subsequent Board meeting.

3. The Board will meet a minimum of six times per year.

4. Special meetings of the Board for any purpose may be called at any time by the Board Chair, Senior Pastor, or a majority of the other Board members.


  1. A special meeting may be held in person or by conference telephone or similar communication equipment, so long as all members participating in the meeting can hear one another, and all such members shall be deemed to be present in person at the meeting.  Non-participating members shall be notified within 48 hours of the occurrence of said meeting and any actions approved during said meeting.  Written minutes shall be prepared and filed.

5. Action Without a Meeting.


  1. Any action required or permitted to be taken by the Board may be taken without a meeting if members of the Board shall individually or collectively consent in writing to that action. Such written consent or consents shall be filed with the minutes of the Board at the subsequent meeting.  Written consent may include email or similar electronic communication.

D. Corporate Officers.

1. The corporate officers of the Church shall be a President, a Secretary, a Treasurer, and such other officers as the Board may appoint.  No two offices may be held by the same person.

2. The Board shall appoint all officers of the corporation by majority vote.  Vacancies shall be filled by appointment of the Board.  Officers shall be members of the Church.  Members of the paid staff and their families shall not serve as officers.

3. The officers shall have power to execute documents, contracts, and routine legal or financial business of the Church, as directed by the Board.  At any time the Board may review a financial or legal decision of the officers and may overrule any action by a two-thirds majority vote.

4. Terms of office shall be two years for all officers.  In the event of death, resignation, or removal before a term expires, the new officer shall complete the term.  Each officer shall hold office until a successor shall have been duly appointed, or until death, resignation, or removal as provided herein.

5. Any officer may be removed by the Board at any time by a majority vote of the Board members.

6.  The Board Chair shall fill the office of President, ex-officio.  The President shall be the principal executive officer of the corporation and shall see that the resolutions and directives of the Board are carried into effect, except in those instances in which that responsibility is assigned to some other person by the Board, and, in general, shall discharge all duties incident to the office of President and such other duties as may be prescribed by the Board.  Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the Board or these Bylaws, the President may execute for the corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board has authorized to be executed, and the President may accomplish such execution either individually or with the Secretary, any assistant, or any other officer thereunto authorized by the Board, according to the requirements of the form of instrument.

7. The Secretary of the Board shall fill the office of Secretary, ex-officio.  The Secretary shall see that the minutes of the meetings of the Board and meetings of the members are recorded and filed in the location designated by the Board, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be custodian of the corporate records, keep a register of the members and their addresses, and perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to by the Board.

8. The Treasurer shall see that budgets are prepared by the Senior Pastor and that reports to the Board regarding the financial affairs of the Church are provided.

ARTICLE VI - Indemnification

A. To the extent permitted by law, the Church will indemnify and hold harmless its officers and Board members against any claim or liability and will hold said individual(s) harmless from and pay for any and all expenses incurred arising out of or in connection with any act or omission performed or made in good faith on behalf of the Church, regardless of negligence.  Additionally, the Church will provide officers' and directors' liability insurance covering acts or omissions by the individual(s) in the performance of their duties to the Church.

ARTICLE VII - PASTORS AND STAFF

A. Senior Pastor.

1. The Senior Pastor shall provide spiritual leadership to the Church and oversight for matters relating to the spiritual health of the Church, matters of doctrine and interpretation, matters of spiritual ordinances for the Church, direction of the Church's ministry, and any other matters reasonably connected to the spiritual life of the Church, with advice and counsel from the Board.

2.  The Senior Pastor shall oversee the operation of the Church on a daily basis and give leadership to the pastoral staff, the Church body, and its ministries.

3.  The Senior Pastor shall provide a regular report to the Board regarding the Church's ministries and the performance of the paid staff.

4.  The Senior Pastor or designee shall make an oral or written report to the members regarding the activities and plans for the Church.

5.  The Board shall seek and nominate a candidate for Senior Pastor should a vacancy arise in the pastorate. The candidate for Senior Pastor must be approved by a two-thirds majority of the Board, with consultation from The Vineyard: A Community of Churches, and approved at a Meeting of Members.

6.  The Senior Pastor shall resign, or his or her pastorate shall be terminated, upon a two-thirds vote of the Board and a two-thirds vote at a Meeting of Members (see Article IV Voting).  Grounds for removal include departure from the Vision and Core Values, significant breach of the Bylaws, failure to execute the Responsibilities of Membership, or failure to faithfully fulfill the duties of the office.

B. Pastoral Staff

1. The Senior Pastor shall define pastoral staff positions, in writing, as necessary to conduct the ministry of the Church.  The pastoral staff shall serve under the Senior Pastor's direction in the pastoral care and oversight of the Church.

2. The Senior Pastor shall nominate pastoral staff positions for approval by a majority of the Board.

3.  The Senior Pastor, after counseling with the Board, may require the resignation of, or terminate the employment of, pastoral staff.

4.  The Board, after counseling with the Senior Pastor, may by a two-thirds vote require the Senior Pastor to terminate the employment of other pastoral staff.

C.  Staff

1. The Senior Pastor shall define staff positions, in writing, as necessary to conduct the ministry of the Church.  The staff shall serve under the direction of the Senior Pastor or designee.

2. The Senior Pastor or designee is responsible for employment, direction, and termination of staff.

ARTICLE VlIl - ORDINATION

A.  Process for Ordination.

1. The Senior Pastor and Board shall establish and administer a written ordination process.

ARTICLE IX - AMENDMENTS

A. These Bylaws may be amended, provided the amendment is approved by a three-fourths vote of the Board and two-thirds of the Church members at a Meeting of Members.

ARTICLE X - DISSOLUTION

A. In the event of the dissolution of this organization, the distribution of the assets shall be to one or more non-profit Christian organizations, and shall be decided by the Board at the same time as the dissolution of this organization.

B. In case of schism within the Church, all the assets shall go to that group which adheres to the adopted Bylaws of this Church.  Any dispute regarding adherence shall be subject to binding mediation by a panel of three representatives appointed by The Vineyard: A Community of Churches.


 
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