ARTICLE I

These bylaws constitute the code of rules adopted by the SEVEN PEAKS, INC., a nonprofit corporation (herein referred to as the “Church”) for the regulation and management of its affairs. The initial principal office of the Church shall be as stated in the Certificate of Status.

Section 1.1 Business Offices. The Church may at any time and from time to time change the location of its principal office. The Church may have such other offices, either within or outside Montana, as the Board of Elders may designate or as the affairs of the Church may require from time to time.

Section 1.2 Registered Office. The registered office required by the Montana Nonprofit Corporation Act (the "Act") to be maintained in Montana may be changed from time to time by the Board of Elders, or to the extent permitted by the Act by the registered agent of the Church, provided in all cases that the street addresses of the registered office and of the business office or home of the registered agent of the Church are identical.

ARTICLE II

Purpose

Section 2.1 Purpose Statement. Seven Peaks, Inc. is being established for the purpose of creating a church community of our God, Lord and Savior Jesus Christ, who believe the Bible is God’s inspired and authoritative Word. This Church will meet together every Thursday evening to worship God, and will endeavor to live out Biblical principles together, and by faith, obey Jesus Christ’s mandate to go make disciples of Christ throughout the world, based on the principles of the Bible. This Church will bring together Christian individuals and other Christian communities to conduct various training schools for the purpose of training and equipping people of all ages to proclaim, and spread the Gospel of Jesus Christ. This Church will develop resources and outside relationships in order to advance the above objectives.

ARTICLE III

Faith-Based Organization

Section 3.1 Statement of Faith. All activities of the Church shall be conducted in conformity with and in furtherance of the following statement of faith: The Church affirms the Bible as the authoritative word of God and, with the Holy Spirit’s inspiration, the absolute reference point for every aspect of life and ministry. Based upon God’s word, who He is, and His initiative of salvation through the atoning work of Jesus (His death, burial, and resurrection), the following responses are strongly emphasized in the Church:

Worship: We are called to praise and worship God alone.

Holiness: We are called to lead holy and righteous lives that exemplify the nature and character of God.

Witness: We are called to share the gospel of Jesus Christ with those who do not know Him.

Prayer: We are called to engage in intercessory prayer for the people and causes on God’s heart, including standing against evil in every form.

Fellowship: We are called to commit to the Church in both its local nurturing expression and its mobile multiplying expression.

Service: We are called to contribute toward God’s Kingdom purposes in every sphere of life

We believe:

• that the Bible is God's inspired and authoritative word, revealing that Jesus Christ is God's son; that people are created in God's image; (2 Timothy 3:16-17, Genesis 1:26-27)

• that He created us to have eternal life through Jesus Christ; (John 3:3, John 3:16, 2 Corinthians 5:17).

• that although all people have sinned and come short of God's glory, God has made salvation possible through the death on the cross and resurrection of Jesus Christ; (John 3:16, Romans 5:8, Acts 4:12).

• there is one God. God is Triune; Father, Son and Holy Spirit (Deuteronomy 6:4, Matthew 28:19, 2 Corinthians 13:14).

• that repentance, faith, love and obedience are fitting responses to God's initiative of grace towards us;

• that God desires all people to be saved and to come to the knowledge of the truth; (1 Timothy 2:4)

• and that the Holy Spirit's power is demonstrated in and through us for the accomplishment of Christ's last commandment, "...Go ye into all the world and preach the gospel to every creature" (Mark 16:15-19)

• that God has commissioned his church to evangelize the world and make disciples; this is the first priority of God’s people in the earth (Matthew 28:19-20, Mark 16:15, Luke 24:46-48, John 20:21, Acts 1:8).

• that it is the will of God that we be sanctified daily, growing constantly in the faith (Hebrews 6:1).

• that sexual purity is a necessary expression for all of God’s children found only in the confines of a Biblical marriage, and requires abstinence from pornography, adultery, fornication, incest, homosexuality, or other sexual practices forbidden by Scripture (1 Corinthians 6:9- 11, Leviticus 18:1-30; Romans 1:26-29; I Corinthians 6:18; Hebrews 13:4).

• that the only legitimate marriage is the joining of one man (XY) and one woman (XX) in covenant commitment for a lifetime and is a sacred institution established by God (Genesis 2:24, Matthew 9:4-6, Matthew 5:32). * (the sex of an individual is determined by a pair of sex chromosomes. Females have two of the same kind of sex chromosome (XX). Males have two distinct sex chromosomes (XY))

• We believe that one of the methods for the support and spread of The Gospel is by wholehearted generosity, giving of tithes and free-will offerings (Acts 2:45, Malachi 3:10, 2 Corinthians 9:7).

Section 3.2 Core Values. These values have been adopted by the Church from Youth With A Mission global. These shared beliefs and values are the guiding principles for both the past and future growth of our mission. Some are common to all Christians everywhere; others are distinctive to the Church.

1. Know God

The Church is committed to know God, His nature, His character and His ways. We seek to reflect who He is in every aspect of our lives and ministry. The automatic overflow of knowing and enjoying fellowship with God is a desire to share Him with others.

2. Make God known

The Church is called to make God known throughout the whole world, and into every arena of society through evangelism, training and mercy ministries. We believe that salvation of souls should result in transformation of societies, thus obeying Jesus’ command to make disciples of all nations.

3. Hear God’s voice

The Church is committed to creating with God through listening to Him, praying His prayers and obeying His commands in matters great and small. We are dependent upon hearing His voice as individuals, together in team contexts and in larger corporate gatherings as an integral part of our process for decision making.

4. Practice worship and intercessory prayer

The Church is dedicated to worship Jesus and engage in intercessory prayer as integral aspects of daily life. We also recognize the intent of Satan to destroy the work of God and we call upon God’s power and the Holy Spirit to overcome his strategies in the lives of individuals and in the affairs of nations.

5. Be visionary

The Church is called to be visionary, continually receiving, nurturing and releasing fresh vision from God. We support the pioneering of new ministries and methods, always willing to be radical in order to be relevant to every generation, people group, and sphere of society. We believe that the apostolic call of the Church requires the integration of spiritual eldership, freedom in the Spirit and relationship, centered on the Word of God.

6. Champion young people

The Church is called to champion youth. We believe God has gifted and called young people to spearhead vision and ministry. We are committed to value them, trust them, train them, support them, make space for them and release them. They are not only the Church of the future; they are the Church of today. We commit to follow where they lead, in the will of God.

7. Be broad-structured and decentralized

The Church is broad-structured and diverse, yet integrated. We are a global family of ministries held together by shared purpose, vision, values and relationship. We believe that structures should serve the people and the purposes of God. Every ministry at every level has the privilege and responsibility of accountability to a circle of elders.

8. Be international and interdenominational

The Church is international and interdenominational in its global scope as well as its local constituency. We believe that ethnic, linguistic and denominational diversity, along with redeemed aspects of culture, are positive factors that contribute to the health and growth of the mission.

9. Have a biblical Christian worldview

The Church is called to a biblical Christian worldview. We believe that the Bible makes a clear division between good and evil; right and wrong. The practical dimensions of life are no less spiritual than the ministry expressions. Everything done in obedience to God is spiritual. We seek to honor God with all that we do, equipping and mobilizing men and women of God to take roles of service and influence in every arena of society.

10. Function in teams

The Church is called to function in teams in all aspects of ministry and leadership. We believe that a combination of complementary gifts, callings, perspectives, ministries and generations working together in unity at all levels of our mission provides wisdom and safety. Seeking God’s will and making decisions in a team context allows accountability and contributes to greater relationship, motivation, responsibility and ownership of the vision.

11. Exhibit servant leadership

The Church is called to servant leadership as a lifestyle, rather than a leadership hierarchy. A servant leader is one who honors the gifts and callings of those under his/her care and guards their rights and privileges. Just as Jesus served His disciples, we stress the importance of those with leadership responsibilities serving those whom they lead.

12. Do first, then teach

The Church is committed to doing first, then teaching. We believe that firsthand experience gives authority to our words. Godly character and a call from God are more important than an individual’s gifts, abilities and expertise.

13. Be relationship-oriented

The Church is dedicated to being relationship-oriented in our living and working together. We desire to be united through lives of holiness, mutual support, transparency, humility, and open communication, rather than a dependence on structures or rules.

14. Value the individual

The Church is called to value each individual. We believe in equal opportunity and justice for all. Created in the image of God, people of all nationalities, ages and functions have distinctive contributions and callings. We are committed to honoring God-given leadership and ministry gifts in both men and women.

15. Value families

The Church affirms the importance of families serving God together in missions, not just the father and/or mother. We encourage the development of strong and healthy family units, with each member sharing the call to missions and contributing their gifts in unique and complementary ways.

16. Practice dependence on God

The Church is called to practice a life of dependence upon God for financial provision. For individuals and the Church corporately this comes primarily through His people. As God has been generous toward us, so we desire to be generous. Individuals give themselves, their time and talents to God through the mission with no expectation of remuneration.

17. Practice hospitality

The Church affirms the ministry of hospitality as an expression of God’s character and the value of people. We believe it is important to open our hearts, homes and campuses to serve and honor one another, our guests and the poor and needy, not as acts of social protocol, but as expressions of generosity.

18. Communicate with integrity

The Church affirms that everything exists because God communicates. Therefore, the Church is committed to truthful, accurate, timely and relevant communication. We believe good communication is essential for strong relationships, healthy families and communities, and effective ministry.

Section 3.3 Employees & Volunteers. Because of the Church's exclusive Christian religious purposes as set forth in its Certificate of Status and in these Bylaws, and because the Church holds steadfastly to the Christian religious belief that each and every employee and volunteer of the Church should minister as a servant of God whose primary responsibility is proclaiming the gospel of Jesus Christ and, as such, is an integral part of the Christian mission and ministry of the Church. The Church shall only employ individuals or enlist volunteers who:

(a) profess a belief in Jesus Christ as Lord and Savior; (Romans 10:9-10, John 3:7-21)

(b) subscribe to the Purpose Statement and Statement of Faith of the Church;

(c) are actively participating in a local church; and

(d) During working and nonworking hours, members and volunteers of the Church, as part of their duties as members or volunteers, shall:

(i) be ready, willing, and able to participate in chapel or other Christian services held or sponsored by the Church;

(ii) refrain from statements and conduct that detracts from the biblical standards taught and supported by the Church;

(iii) be spiritually ready, willing, and able to fulfill such other ministry functions and requirements as may be requested by the Church; and

(iv) abide by the practices and policies of this Church, including without limitation, those that pertain to religious activities, beliefs and practices.

ARTICLE IV

Board of Elders

Section 4.1 Powers. The Board of Elders (Elders) of this Church is vested with the management of the business and affairs of this Church.

Section 4.2 Qualifications. Each elder must be a natural person who is eighteen years of age or older. They must also be full of the Holy Spirit and possess the spiritual, moral, and domestic qualifications as set forth in Acts 6:3,5, 1 Timothy 3:1-7, Titus 1:5-9, and 1 Peter 5:1-4. Some of these qualities include being blameless, hospitable, rules their house well, not quick tempered, nor self-willed, not given to greed or wine, doctrinally sound, holy, able to teach, etc. An elder’s spouse must also meet the spiritual qualifications as set forth in the previous Scriptures and have a good reputation in and outside the church. An elder need not be a resident of Montana.

Section 4.3 Number of Elders. The number of elders of the Church shall be from three to twelve, as determined by the Board of Elders from time to time. Any action of the Board of Elders to change the number of elders to a number outside the range specified in the preceding sentence, whether expressly by resolution or by implication through the election of additional elders, shall constitute an amendment of these bylaws changing the number of elders, provided such action otherwise satisfies the requirements for amending these bylaws as provided in the these bylaws.

Section 4.4 Term of Elders. There are no term limits and, therefore, Elders may serve any number of consecutive terms.

Section 4.5 Election and Tenure. New Testament Elders were not elected by a vote of the people. They were called by the Holy Spirit (Acts 20:28) and recognized and appointed by the leadership (Acts 14:23, Titus 1:5). Therefore the initial Board of Elders shall be designated by the founding members of Seven Peaks, Inc. Thereafter Elders will be elected each three years by the Board of Elders at the annual meeting held for that particular year. Each Elder shall hold office until his death, resignation, removal or until such Elder’s term expires. Upon the expiration of an Elder’s term, such Elder shall continue in office until his/her successor shall have been duly elected and qualified.

Directorship. At such time as it shall be determined that additional Elders are needed, such additional Elders shall be elected by the unanimous vote of the then acting Board of Elders held at the next annual meeting or at a special meeting called for such purpose. When a re-appointment or replacement is made, the re-appointment or replacement shall be considered effective on the date that the prior term expired (i.e., the new term does not begin on the date of the election). Board members whose terms have expired may continue serving until they are either re-appointed or until their successors are chosen.

Section 4.6 Resignation; Removal; Vacancies. Any elder may resign at any time by giving written notice to the chairman of the board, to the sr. pastor/ president or to the secretary of the Church. An elder's resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. An elder shall be deemed to have resigned in the event of such director's incapacity as determined by a court of competent jurisdiction. Any elder shall be removable, with or without cause, by the affirmative vote of a majority of the other elders then in office. Any vacancy of an elected elder may be filled by the affirmative vote of a majority of the remaining elders though less than a quorum. An elder elected to fill a vacancy shall hold the office for the unexpired term of such elder's predecessor in office. Any eldership to be filled by reason of an increase in the number of elders shall be filled by the affirmative vote of a majority of the elders then in office, and an elder so chosen shall hold office until the next election of elders and thereafter until such elder's successor shall have been elected and qualified, or until such elder's earlier death, resignation or removal. A vacancy that will occur at a specific later date may be filled before the vacancy occurs, but the new elder may not take office until the vacancy occurs.

Section 4.7 Chairman. The Board of Directors shall by a unanimous vote elect one of them to act as Chairman of the Board of Elders to serve as such until removed or such person’s term as an Elder expires.

Section 4.8 Compensation. Elders shall not receive any salaries or other compensation for their services, but, by resolution of the Board of Elders, may be reimbursed for any actual expenses incurred in the performance of their duties for the Church, as long as a majority of disinterested Board of Elders approves the reimbursement. The Church shall not loan money or property to, or guarantee the obligation of, any elder.

ARTICLE V

Committees

Section 5.1 Executive Committee. The Sr. Pastor/ President, Treasurer, and Secretary of the Church shall constitute the executive committee. The executive committee shall have the authority to act on behalf of the Church in between Regular Meetings of the Board of Elders. The Board of Elders must validate the actions of the executive committee at its next Regular or Special Meeting. Any such action not so validated will not be legally binding on the Church. The Sr. Pastor/ President shall act as chairperson of the executive committee. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and all decisions shall be by majority vote of those present.

Section 5.2 Additional Committees. The Board of Elders may from time to time designate and appoint additional standing or temporary committees by majority vote of the Board of Elders. Such committees shall have and exercise such prescribed authority as is designated by the Board of Elders. The Elders may authorize these committees to exercise any powers, responsibilities, and duties consistent with the Certificate of Incorporation and these bylaws.

ARTICLE VI

Meetings of the Board of Elders

Section 6.1 Regular Meetings. The annual meeting of the Board of Elders shall be held either within or outside Montana, as determined by the Board, for the purpose of electing Elders and officers and for the transaction of such other business as may come before the meeting. The Board of Elders may provide by resolution the time and place, either within or outside Montana, for the holding of additional regular meetings.

Section 6.2 Special Meetings. Special meetings of the Board of Elders may be called by or at the request of the Chair of the Board, the president, or any two Elders. The person or persons authorized to call special meetings of the Board of Elders may fix the time and place, either within or outside Montana, for holding any special meeting of the board called by them.

Section 6.3 Meetings by Telephone. Members of the Board of Elders or any committee thereof may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Elders participating may hear each other during the meeting. An Elder participating in a meeting by this means is deemed to be present in person at the meeting.

Section 6.4 Notice of Board Meetings. Notice of the date, time, and place of the annual and other Meetings shall be given to each Board Member by regular mail, telephone (including voice mail), facsimile, or e-mail and text messaging no less than 3 days notice prior to the meeting. Notice of the date, time, and place of special meetings shall be given to each Board Member using the same methods, but with no less than 3 days notice prior to the meeting, with the exception of special meetings held to amend the Certificate of Incorporation or bylaws, for which a 7 day written notice by mail or facsimile shall be required specifying the proposed amendment.

Section 6.5 Waiver of Notice. Attendance by an Elder at any meeting of the Board of Elders for which the Elder did not receive the required notice will constitute a waiver of notice of such meeting unless the Elder objects at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened.

Section 6.6 Quorum. A majority of the Elders (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business. Board meetings where a quorum is present, a majority vote of the Elders attending shall constitute an act of the Board unless a greater number is required by the Certificate of Incorporation

Section 6.7 Deemed Assent. An elder who is present at a meeting of the Board of Elders when action is taken is deemed to have assented to all action taken at the meeting unless (i) the elder objects at the beginning of the meeting, or promptly upon the elder's arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting; or (ii) the Elder contemporaneously requests the Chairman of the Board of Elders to note his/her dissent or abstention as to any specific action taken and that such dissent or abstention be entered in the minutes of the meeting; or (iii) the Elder causes written notice of the Elder's dissent or abstention as to any specific action to be received by the Chairman of the Board of Elders or other presiding Elder before the adjournment thereof or by the Secretary of the Church promptly after the adjournment of the meeting. Such right of dissension or abstention is not available to an Elder who votes in favor of the action taken.

Section 6.8 Actions without a Meeting. Any action required or permitted to be taken by the Board of Elders under the Montana Non-Profit Corporation Act, the Certificate of Incorporation, and these bylaws may be taken without a meeting, if a majority of Elders consent in writing, setting forth the action to be taken.

Section 6.9 Proxy Voting Prohibited. Proxy voting is not permitted.

ARTICLE VIII

Officers

Section 7.1 Designation and Qualifications. The elected officers of the Church shall be a chair of the board, a president, one or more vice-presidents, a secretary and a treasurer. The Board of Elders may also appoint, designate or authorize such other officers, assistant officers and agents, including an executive elder, a chief financial officer, a controller, assistant secretaries and assistant treasurers, as it may consider necessary or useful. One person may hold more than one office at a time. Officers need not be elders of the Church. All officers must be natural persons who are eighteen years of age or older.

Section 7.2 Election and Removal of Officers. All officers shall serve one-year terms. The election shall be conducted at the annual meeting of the Board of Elders and following the election of the new Elders filling expired terms, or as soon as practical thereafter. Officers shall remain in office until their successors have been elected and qualified. Officers may serve consecutive terms without limit. The election and removal of officers shall be by majority vote of the Board of Elders at the meeting called for such purpose.

Section 7.3 Vacancies. If a vacancy occurs during the term of office for any elected officer, the Board of Elders shall elect a new officer to fill the remainder of the term as soon as practical, by majority vote of Elders present at a meeting called for such purpose.

Section 7.4 President.

• The President will supervise and control the affairs of the Church and shall exercise such supervisory powers as may be given by the Board of Elders.

• The President will perform all duties incident to such office and such other duties as may be provided in these bylaws or as may be prescribed from time to time by the Board of Elders. The President shall preside at all board meetings and shall exercise parliamentary control in accordance with Roberts Rules of Order.

• The President shall serve as an ex-officio member of all standing committees, unless otherwise provided by the Board of Elders or these bylaws.

Section 7.5 Secretary/Treasurer.

• The Secretary/Treasurer shall act in place of the Sr. Pastor/ President in the event of the President's absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required by the board.

• The Secretary/Treasurer shall serve as the parliamentarian and interpret any ambiguities of the bylaws.

Section 7.6 Secretary.

• The Secretary will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Certificate of Formation, or by these bylaws.

• The Secretary shall attest to and keep the bylaws and other legal records of the Church, or copies thereof, at the principal office of the Church.

• The Secretary shall take or ensure that someone takes minutes of all meetings of the committees and Board of Elders, and shall keep copies of all minutes at the principal office of the Church.

• The Secretary shall keep a record of the names and addresses of the Elders at the principal office of the Church.

• The Secretary shall, with the approval of the Board of Elders, set up procedures for any elections held by the Church. The Secretary shall keep a record of all votes cast in such elections.

• The Secretary shall ensure that all records of the Church, minutes of all official meetings, and records of all votes, are made available for inspection by any member of the Board of Elders at the principal office of the Church during regular business hours.

• The Secretary shall see that all notices are duly given in accordance with these bylaws or as required by law.

• The Secretary shall see that all books, reports, statements, certificates, and other documents and records of the Church are properly kept and filed.

• In the case of the absence or disability of the Secretary, or the Secretary's refusal or neglect to fulfill the duties of Secretary, the Treasurer shall perform the functions of the Secretary.

Section 7.7 Treasurer

• The Treasurer will have charge and custody of all funds of the Church, will oversee and supervise the financial business of the Church, will render reports and accountings to the Elders as required by the Board of Elders, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Certificate of Formation, or by these bylaws, or which may be assigned from time to time by the Board of Elders.

• The Treasurer shall, in the case of his or her death, resignation, retirement, or removal from office, restore to the Church all books, papers, vouchers, money, and other property of whatever kind in his or her possession or under his control belonging to the Church.

• The Treasurer and the staff of the Church shall devise a plan providing for the acceptance and disbursement of all funds of the Church which shall be approved by the Board of Elders.

• The Treasurer, with the approval of the Board of Elders, shall set up all checking, savings, and investment accounts of the Church and deposit all such funds in the name of the Church in such accounts.

• The Treasurer's and President’s signature shall be the authorized signatures for all checking, savings, and investment accounts of the Church unless the Treasurer and / or Sr. Pastor/ President, with the approval of the Board of Elders, designates another member of the Board of Elders or employee of the Church as the authorized signatory for a particular type of disbursement.

• The Treasurer shall prepare an annual report for the Board of Elders, providing an accounting of all transactions and of the financial conditions of the Church.

• The Treasurer shall keep all financing records, books, and annual reports of the financial activities of the Church at the principal office of the Church and make them available at the request of any Elder or member of the public during regular business hours for inspection and copying.

ARTICLE VIII

Church Members

Section 8.1 Qualification, Designation and Removal. Church Members (hereinafter referred to as "Members") shall consist of persons who:

(a) adhere to the standards and guidelines set forth in the Manila Covenant adopted by Youth With A Mission International in 1989;

(b) are at least 18 years of age;

(c) have completed a Discipleship Training School; and

(d) are committed to the Christian Faith.

Section 8.2 Associate Membership. Membership is open to persons who meet the conditions of membership above and desire to become part of the church but also wish to maintain membership in their non-local church. Associate membership usually includes program participants, summer residents and other persons who are temporarily living in the area.

ARTICLE IX

Ordination of Ministers

Section 9.1 Credential Powers. This Church, through and by its Elders, shall have the right to ordain, license, and commission or otherwise credential Christian workers and ministers.

Section 9.2 Minister Qualifications. Upon application to the Board of Elders, the minister would be evaluated to determine that he or she meets Biblical qualifications, has adequate ministerial preparation, confirmed gifting and ability, a proven record of ministry of the Word of God, a good report from other ministers and churches and the anointing of the Holy Spirit.

Section 9.3 Revocation. The commission and/or license and/or ordination of any minister commissioned, licensed, or ordained by the Church, may be revoked at any time at the discretion of the Board of Elders on grounds that would justify the application of church discipline to a member of the Church. The revocation of the commission, license, or ordination of any minister previously commissioned, licensed, or ordained by the Church may be communicated to the church, associated and affiliated churches and organizations, and the public at large if the minister whose commission, license, or ordination has been revoked allows or promotes the idea that he continues to be commissioned, licensed, or ordained by the Church after the revocation.

Section 9.4 Ordination Purposes. The purposes of ordination are to attain unto the purposes of the church as set forth in Article II of this document; to give legal and valid authority to the ministries of the fellowship to proceed with said purpose; to establish fellowship among Christian workers; to provide for a standardization of doctrine; to encourage the upgrading of ministerial standards; and to provide, through the fellowship of the church, education and experience necessary to equip potential ministers.

Section 9.5 There shall be three classes of credential:

a. Commissioned minister – Issued following a period of training and instruction. The commissioned person is duly recognized as a minister of Jesus Christ and authorized to fulfill certain ministry functions such as preaching, teaching, disciple making, and serving as a member of the local church ministry, but without the authorization to officiate at weddings and funerals.

b. Licensed minister – Issued following a period of training and instruction. The licensed person is authorized to fulfill certain ministry functions such as preaching, teaching, discipling, officiating at weddings and funerals, and to serve as a member of the local church ministry. The licensed person is duly recognized as a minister of Jesus Christ, but without the classification of being a ministry gift as recorded in Ephesians 4:11 (apostle, prophet, pastor, teacher, evangelist).

c. Ordained minister – Ordination recognizes the development of the ministry gift of apostle, prophet, pastor, teacher, evangelist, although not giving them one of those specific titles (Ephesians 4:11-12). They are then to serve as a member of the local ministry and/or as a traveling minister under the authority and fulfilling the duties of a fully ordained minister of Jesus Christ.

ARTICLE X

Indemnification

Section 10.1 Indemnification. To the extent permitted by law, any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he is or was an Elder or Officer of the Church shall be indemnified by the Church against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein.

Section 10.2 Limits on Indemnification. Notwithstanding the above, the Church will indemnify a person only if he acted in good faith and reasonably believed that his conduct was in the Church’s best interests. In the case of a criminal proceeding, the person may be indemnified only if he had no reasonable cause to believe his conduct was unlawful.

ARTICLE XI

Church Property

Section 11.1 Ownership and Disposition. All property real, personal, or mixed shall be taken, held, sold, leased, mortgaged, transferred or conveyed in the name of the corporation and only then for the uses and purposes as authorized by the Board of Elders.

Section 11.2 Dissolution. No person or group shall ever own or in any manner profit from the activities of the Church and the property of the corporation, nor acquire any interest in corporate assets. The Church as a non-profit corporation contemplates no pecuniary gain or profit. All property and assets of the corporation are irrevocably dedicated to religious, charitable, and educational purposes. Upon dissolution of this corporation, the assets shall be applied first to paying or adequately providing for the payment of the debts and obligations of the corporation. Any remaining assets shall be distributed to a non-profit (of like faith and practice) church, foundation, charity or corporation having tax exempt status under the Federal tax laws, which said transferee(s) shall have been organized for and be actively promoting purposes in harmony with the purposes of this corporation. All decisions concerning the dissolution of church property or assets must be made by the Board of Elders.

ARTICLE XII

Operations

Section 12.1 Execution of Documents. Unless specifically authorized by the Board of Elders or as otherwise required by law, all final contracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed in the name of and on behalf of the Church shall be signed and executed by the Sr. Pastor/ President (or such other person(s) designated by the Board of Elders), pursuant to the general authorization of the Board. All conveyances of land by deed shall be signed by the Sr. Pastor/ President or two other members of Executive Committee and must be approved by a resolution of the Board of Elders.

Section 12.2 Disbursement of Funds. Financial Transactions which have a value of $50,000.00 or more shall require majority approval of the Board of Elders or Executive Committee if a majority of the Board of Elders is not immediately available to vote on the transaction. In all other transactions, the Sr. Pastor/ President may dispense with the funds of the Church in accordance with the annual budget approved by the Board of Elders and the purposes of the Church as set out in the Certificate of Formation and these bylaws. Notwithstanding the above, all checks of more than $5,000.00 disbursing funds from any of the Church’s accounts shall require the signatures of at least two of the following: the President, Secretary, or Treasurer, or anyone else approved by the Board.

Section 12.3 Records. The Church will keep correct and complete records of account and will also keep minutes of the proceedings of the Board meetings and Committees. The Church will keep at its principal place of business the original or a copy of its bylaws, including amendments to date certified by the Secretary of the Church.

Section 12.4 Inspection of Books and Records. All books and records of this Church may be inspected by any Elder for any purpose at any reasonable time on written demand.

Section 12.5 Loans to Management. The Church will make no loans to any of its Elders or Officers.

Section 12.6 Amendments. The Board of Elders may adopt amendments to the Certificate of Formation by a vote of two-thirds of Elders present at a meeting where a quorum is present. The bylaws may be amended at any time by a vote of the majority of Elders at a meeting where a quorum is present.

Section 12.7 Fiscal Year. The fiscal year for the Church will be set by the Board of Elders.

Section 12.8 Audit. The Church shall have an annual audit, report, or compilation to be completed each year for the previous fiscal year.

ARTICLE IX

Rules of Procedure

The proceedings and business of the Board of Elders shall be governed by Robert's Rules of Parliamentary Procedure unless otherwise provided herein.